She ran through the forest, feet pounding against the dirt floor. Branches whipped past her, scratching at her face and tangling in her hair. She had to get away. The sound of hoofbeats thundered behind her, growing louder and louder. She was panting, seized with fear, running for her life. The moon shone brightly down from the sky, casting eerie shadows through the bare branches.

This was wrong. She knew that. Why was she running? She was Arya Stark, slayer of the Night King, faceless assassin. She did not run . With a great effort, she forced herself to skid to a stop, her momentum digging a trench in the soft wet ground. Turning, she looked for her pursuer. It seemed to her a shadow, faceless, not living, and yet not dead. Grimacing, she drew Needle, the moon reflecting off of the shiny hilt as it flashed into her hand. The shadow kept coming, undaunted. Closer and closer. It was almost on top of her. She steeled herself for the impact. One more second and-

"Arya!"

She woke with a start, only to see a face looming over hers. On instinct, she reached up and grabbed the person's shoulder, twisting them to the ground and rolling on top, placing her knee on their chest. It took her a moment to realize that the person she had just pinned down was Colden. His eyes were wide in a mixture of surprise and amusement.

"Shit." He said from underneath her. "Is that always your first reaction to being woken up?"

She stood up and backed away, breathing heavily. "Sorry. You startled me."

"I'll say." He pushed himself up, groaning. "It's dawn, by the way. Círdan said something about 'travelling Southward with all haste.' He seems a little on edge."

"After last night, so am I."

After they had recovered from hearing the awful sound the night before, Círdan had refused to provide any further information on what it had been. All he would tell them was that they needed to go to Elrond now as fast as they could, and warn him. Arya had tried not to fall asleep afterwards , but it seemed now that she had failed in her task. It was for the best, she supposed. She did need sleep, despite what she tried to tell herself.

Carefully folding her sleeping role, she tucked it back into one of Findel's saddlebags. Most of her companions were already mounted, waiting about twenty yards down the road. Colden was now waking Teidrin, who was the only one left still sleeping. When he had been roused, the three of them rode forward together.

Círdan had been engaged in conversation with Laeric, but turned toward them when they caught up.

"Our road has changed." He announced. "I would no longer deem it safe to travel as far North as we have been; therefore, we will cross Southward in a short while. A small town there is, half a day's ride Southeast of here. We will make for it, and from there take the East Road straight to Imladris."

"Might we stop in this town?" Laeric inquired. "For food and ale, ye understand."

"Aye." Barroth put in. "It's been a while since I had a decent brew."

Círdan sighed. "Very well. We might learn some tidings at the inn there. Whether they be good or evil, I cannot say, but my heart warns me not to hope."

And so the company set out once more, Círdan and Galdor again taking the lead. Arya rode next to Barroth this time. He had made a remarkable recovery after the attack yesterday. It appeared that the wolf's teeth had only left flesh wounds, not puncturing deep enough to cause serious damage. It would leave a scar, but as long as he kept it covered with the white cloths, Círdan had said, it would not get any worse.

They rode in silence for most of the journey, broken only by Colden's occasional attempts at song, which never ended well. Arya found herself wishing for better company. Hot Pie would have been nice to have. He was annoying, sure, but there was something about his constant talk of baking that put her at ease.

After about two hours, Círdan directed them off of the main road, and onto a larger, Southward-leading one. A sign hung at the entrance, but it was written in a language Arya had never seen before. This path was much easier to traverse, smoother and more level, with fewer fallen trees blocking their way.

Great cloud rolled overhead, blocking out the sun. It started to drizzle as they rode, and the light rain persisted with no end in sight. The surrounding land was cast into a greyish hue, bleak and monotonous. Arya was used to long travels, but even she was growing weary of riding through that dull country. They finally crested a hill a short while later, and a small town came into view. It was cluttered and shabby, the thatched wooden rooftops pressed so closely together they were almost touching in some places. The whole area was surrounded by a high wooden wall.

"There is the town I spoke of." Círdan called over the sound of the rain. "Bree, it is named in the common speech. The chief town of the Bree-land. A place of little importance in the world, yet always it seems to lie on the traveller's road."

"Looks like bloody Flea Bottom." Barroth said, smirking at his brother. "Don't it, Teidrin?"

"Uh, erm… I suppose it does." Teidrin squinted at it, shielding his eyes with his hand. "Don't remember Flea Bottom very well though, so don't take my word for it."

"Should we stay there until the rain stops?" Arya asked, ignoring the two brothers. "Maybe it would be better to wait out this storm."

"Nay." Said Cirdan. "Already we have little time to spare. Rain or no, we must persist. Come now; I would lead you to the Northern Gate."

He started down the hill toward the town. The rest of the group followed, now thoroughly soaked. The ground evened out under their feet as they drew nearer, and soon a small barred gateway came into view. Círdan and Galdor stopped to dress themselves in simple brown cloaks with hoods. The cloaks hid their long flowing hair and brightly colored garments, leaving only their faces visible. They could have been mistaken for common men now, if any average person saw them.

"We would not have found kindly welcome from the folk in this town, attired as we were." Círdan explained. "Great lords such as ourselves are seldom seen in these parts, and are looked down upon by the common people."

As their horses sloshed up to the gate through the mud, they could make out a short, squat man sitting on an overturned bucket next to the gate, smoking a pipe. He jumped up suddenly when he saw them, and lit a small lantern, holding it up against the downpour, squinting at the travellers.

"What do you want, and where do you come from?" He asked gruffly.

"We are travellers, out of Arthedain." Galdor answered for them. "We are making for the inn here, where we hope to stop and break our fast, before we should set out again."

The man stepped closer, examining him. "Those are some mighty fine horses you got there, traveller. What may your names be, might I ask?"

"I am Nenuial of Evendim, if that is enough for you." Galdor lied stiffly. "Our business is our own."

"Of course. I meant no offense, good sirs. Just doing my duty, you see." The man stepped back and unlatched the heavy gate with a small key. It swung open, revealing a dark, almost deserted, street beyond, lined on either side with rickety stone houses. They rode in slowly, and Arya glanced back to see the man still looking at them curiously. She held his gaze until he looked away uncomfortably.

"Well this is… dreary." Colden said, looking around. "And I thought your 'Havens' were dull. Do you have any cheer in this land at all?"

Círdan smiled softly. "Do not pass judgement so hastily. The inn, I think, will be more to your liking."

They passed down a few more streets, each just as empty and dark as the last. Only a few people were outdoors, and all of them seemed to be in a hurry, bustling back and forth, carrying various odds and ends. One man - a swart, slant eyed fellow with a crooked nose - eyed the company with a hungry look, fixated on their horses. He started toward them, but Arya discretely shifted her cloak, revealing Needle hanging at her side. The man stopped, then turned and headed down a small alleyway.

"Ah." Círdan broke the silence, and held up a hand, signaling them to halt. "Here, at long last, we have arrived."

Theyhad stopped in front of a large, tall building, three stories in height, with many windows overlooking the street below. Over the door was painted in bold white lettering: The Prancing Pony by Barliman Butterbur. Most of the lower windows showed lights filtering out from behind thick curtains. Someone inside was singing a song, and as they listened, many voices joined loudly in the chorus. The song ended, and there was a burst of laughter and clapping.

"Leave your horses here." Círdan instructed. "Galdor will stable them out back."

They dismounted, and Galdor did as he was bidden, leading the horses away down a narrow street. The rest of them were left standing in the drizzling rain, looking at the door.

"You've been here before?" Arya asked.

Círdan tilted his head. "Yes, I believe so, though it has been some time since I passed this way. 'Butterbur' is not a name familiar to me."

He climbed the steps to the door and pushed it open, ushering them through. The inside of the inn was about as different from the outside as was possible. It was bright, and filled with a haze of smoke. Men of all sorts sat around at tables, talking and laughing, all holding mugs of ale. Círdan stepped in behind them and shut the door, looking uncomfortable in the noisy room.

Colden, Barroth, and Laeric were all grinning broadly, and Arya had to keep herself from doing the same. Here was something familiar, at least. She had been to many taverns around both Westeros and Braavos, and though they had frightened her at first, with their loud noises and rowdy men, she had grown to like them. It was easy to disappear, in places like this. No one cared who you were or where you were from; it was a house of freedom and good spirits.

"I'll go get some drinks and food." Colden offered. "You guys grab a table. I'll meet you there."

Laeric slapped him on the back. "Good lad. Ask for some strong ale, if they have it. None of that weak horse piss."

Colden smirked and headed off toward a large bar lined with wooden stools. Arya watched him go, then led the others through the throng to an empty round table in the corner, big enough for all of them. Teidrin tripped on a chair on the way over, face planting onto the hard floor. The men around him erupted in laughter, and Teidrin got up quickly, embarrassed. He rejoined his companions, and Arya just shook her head and sighed.

They all sat down heavily, hungry and tired from their journey. Arya narrowed her eyes when she saw the ill-looking man from earlier enter, sidling up to the bar. He didn't seem to be there for them, but his presence still made her uneasy.

She was snapped out of her thoughts when a short fat man with a red face came up to their table. He was wearing a white apron, and smiled broadly at them, showing dirty yellowing teeth.

"Good morning, whoever you might be!" he said loudly. "Barliman is my name. Barliman Butterbur, at your service. What may I do for you, if I might ask?"

Círdan regarded him keenly. "Already our companion has gone to retrieve refreshments. But come, Master Butterbur, I would ask for news of the land, that we may hear it to our advantage."

"Ah." The landlord said thoughtfully. "News, you say? Well I'm afraid there isn't much to tell on that account. It's been mighty quiet around these parts, it has."

Arya noticed his eyes shifting around shadily as he said the last part. She opened her mouth to speak, but Círdan beat her to it.

"Withhold nothing from us." He told the other man softly. "We mean well, and our errand is of great importance. I would know of any queer business that has happened here of late."

Butterbur leaned in closer. He looked a little pale, and glanced around to make sure no one else was listening in. "Well you see, good sir, there've been some strange things going on for quite a bit around here, in truth. First old Gandalf stops by, all mysterious like, then we get these visitors." He shivered. "Black men, they are, cloaked and hooded. They were looking' for-" He stopped suddenly and stood back up, looking sheepish. "Well, I'm really not supposed to say. Elseways I'd be in even more trouble than I already am."

Círdan leaned back. "Gandalf, you say? That is well, for I am friend to him. These black men… I fear I know who they are also."

"If you say so." Butterbur said warily. "Though I don't know what to think these days. Other friends of Gandalf stopped by this very inn just the other day, in fact. Well, friend or foe, you are welcome here for now. But I must be going. I've probably said too much already."

"One more thing, if you would." Arya said. "That man over there, with the crooked nose. Who is he?"

Butterbur glanced over to where she was pointing, and a sour look came over his face. "That's Bill Ferny, that is. Right nasty swindler, and no mistake. I'd stay clear of him, if I were you. Though it does please me to see that someone seems to have damaged that ugly face of his."

With that, he turned on his heel, and hustled back over to the bar. He stopped to pick up a few mugs on the way, and exchanged words with some other man, who laughed loudly at whatever joke had been told. Arya looked at Círdan for a few seconds before speaking.

"Well?" She asked. "Are you going to tell us who this Gandalf is? And what about those men he was talking about?"

Círdan nodded. "Gandalf is an old friend of mine. He came to my harbor long ago, and I aided him on his way. As for the black men…" He hesitated. "They are servants of an ancient enemy, I would guess. They it is who cry with fell voices, bringing terror and despair where they go."

"That was them?" Laeric asked sharply. "Then what are they after? He said they was lookin' for someone, he did."

"I know not whom they seek." Círdan answered. "But I would speak no more of this here. In Imladris you might learn more of them… and their master."

A sudden cacophony of noise came from the center of the room, where a man was standing up on a table. He raised his cup of ale into the air, and began belting out a song. He was a poor singer, and appeared to be drunk, but everyone else in the room was enjoying the performance, clapping along to the beat as he warbled out the lyrics. In the background, Arya noticed Bill Ferny slip out the door, casting a wicked grin in her direction. Immediately, she worried about what he was up to. She cleared her throat quietly.

"I think I'll go out for a minute. Get some… fresh air."

"I'd come with ye, if ye'd like." Laeric told her.

She shook her head. "No, I'll be fine. I shouldn't be too long."

She stood and maneuvered her way through the crowd, ducking to avoid the occasional swinging arm. When she reached the door, the man was finishing his song, and the room exploded with clapping. She exited quietly, and looked down the street both ways. A flash of movement caught her eye, disappearing into a nearby alley, and she moved to follow. Large buildings towered up on either side of her as she walked down the narrow path. The rain had let up a but, but was still coming down, muddying the ground. She glanced about, but there was no sign of Ferny. She was just about to head back when a large shape came leaping out of the shadows, where it had lain hidden behind a large barrel. It collided with her, and they both tumbled roughly to the ground.

Arya stood up quickly, wiping the mud from her eyes, just in time to see Bill Ferny rising to his feet as well. He sneered at her.

"Shouldn't be walking around on your own, little dove." He snarled. "Never know who you might find."

She glared back. "Maybe I found exactly who I was looking for."

"And maybe you and I can have some fun later." He said, licking his lips greedily.

She looked at him with a mixture of anger and disgust. "Not likely."

He growled and pulled out a short, jagged knife. It looked tiny in his massive burly hands, but Arya knew it could be deadly if she let him get too close. He raised it menacingly and charged her again. Quick as lightning, she ducked to the side, avoiding his first swipe, and stuck out a leg, sending him to the ground. The knife flew from his grasp. She walked over to where it had fallen and picked it up, wiping the mud off.

She turned to her attacker, who was lying in the mud, groaning. Striding over quickly, she bent down and placed the knife to his throat. He gasped at the touch of the cold metal, and lay still.

"Should I kill you now?" Arya asked. "I would like to. But maybe if I spare your miserable life, you'll behave better in the future. What do you say?"

"I…" He croaked out, still lying completely motionless. "I'll be good, you little short-shank. I swear it. Just lemme go."

Arya nodded. "Very well. I'll drop this knife and leave you here. But I never want to see you again. Do we understand each other?"

He nodded, or tried to nod until he remembered the knife at his throat. Arya smiled grimly, and removed the blade, dropping it into the mud beside his head.

"Good." She stood up, and started walking away.

Of course, she didn't really expect him to be true to his word. But she felt he deserved a chance. Maybe he would surprise her, she thought. A few moments later, however, a howl of rage came from behind, and Ferny came charging toward her back, knife raised. Sighing, she crouched to the ground and braced herself. Unable to halt his momentum, the large man tripped over her prone form, crashing once more to the muddy street. She walked over, tore the knife from his grasp, and looked down at him coldly.

"I'm disappointed." She told him. "I thought we had a deal."

He looked up at her, face covered in mud, eyes full of terror. "I didn't mean… I'm sorry… Please, just let me go. Keep the knife. Just let me-"

She cut him off with a quick lash, the knife passing easily through his exposed throat. He gasped, hand flying to his neck, as blood began pouring out, running over his hands and pooling at his feet. His face was a mask of fear, his mouth hanging open in shock. He reached out with one hand, as if still begging her to spare him, but within a few seconds, his eyes rolled back and he dropped to the ground, dead.

Arya looked calmly at the body for a moment. Her first kill in this new land, she thought to herself. But he had deserved it. She dropped the bloodied knife and walked away quickly, heading back towards the inn. The alleyway was far enough removed from the main street that no one would find his body for a day at least, with a little luck. And by then she would be gone.

She spent a few minutes tidying herself up, trying to wipe some of the mud off of her clothes, then walked back into the room. It was much the same as before, but Galdor and Colden had both returned, and were now sitting at the table. Colden had brought over some kind of pie, along with a few mugs of ale.

"What happened to you?" He asked when Arya walked up to them. "Decided to take a bath in the mud?"

She looked down at her filthy garments. "Not exactly. Is that pie?"

Barroth bobbed his head up and down animatedly, shoving a piece into his mouth. "Sure is. Best pie I've ever had. I'll have to thank that Butterbur fellow, when I get the chance."

"Ale's good too." Laeric put in. "Not sure if ye'd want any, m'lady."

She shot him a look. "Of course I would."

Sitting down, she grabbed one of the mugs, taking a long drink. Laeric raised his eyebrows and shared a look with Colden. After she had finished, she tore off a piece of pie.

"So…" Colden started. "How was your walk? Did you get some fresh air?" He clearly knew she was hiding something, judging by the tone of his voice. Arya smiled and started eating, ripping into the pie with her teeth.

"Oh yes." She told him through a mouthful. "It was lovely."