THIS chapter has been edited after finding several grammatical mistakes, but nothing important to the story is gone.

"Would you stop that infernal pacing!" hissed Thorin , shooting an irritated glare at Lostoriel as she halted in her tracks and glared at him through silted eyes.

The elf had worn a thin rut into the ground as they waited for Bilbo's return.

"Would you stop your shouting! They'll hear you from a mile away!" she hissed back and continued her pacing, her sword swinging back and forth in her hand.

She stopped in front of Gandalf, opened her mouth to speak but thought better of it and huffed, picking up her rhythmic walk. Lostoriel was worried about Bilbo, all alone, hidden somewhere in a haphazard jumble of exposed rocks with an orc pack on their tails. Her nerves were taught fiddle strings and every thought of her friend at the mercy of Azog tightened the tuning peg until she was sure she was going to snap.

Kili grumbled something in Khuzdul to his brother, rolling his eyes to the heavens as he watched Lostoriel pace back and forth, kicking up a small cloud of dust as she did so.

The elf whipped around on her heels with the sudden urge to tie him to the nearest tree.

"My footsteps are not akin to those of an Oliphant, Kili." She turned her glare upon Fili, You're not entirely the definition of stealthy either Fili!"

The brothers flushed red, horrified that she had understood them.

"You say that lass, but the track you've ploughed into the grou'd begs to differ." Piped up Bombur in his heavy brogue. Lostoriel shot a withering stare at the dwarf and rotated in a slow circle as she eyed each one of them.

"Another peep, just one about my trench and I'll string you all up by your toes." She smiled sweetly. But that combined with the non-plussed tone Lostoriel used unnerved them all and they took a collective step back, unsure if she was joking and unwilling to find out.

They had been waiting for Bilbo to return from his reconnaissance mission for almost an hour and still he had not yet returned. The Company had spent the early hours of the morning sprinting across rock and hill to escape the clutches of Azog's pack. They had finally outrun them just after dawn and had taken refuge behind a sheer wall of rock that covered both sides of the path they had been following.

Their nerves were so on edge that Lostoriel reckoned that if she shouted, they'd all jump. They were weary and exhausted. The unexpected morning run had eaten up what mental and physical reserves they had and now waiting for the halfling to bring them news of their pursuers did nothing to calm them.

Lostoriel yet again glanced towards the path half expecting Bilbo or worse, an orc to suddenly appear. The anxiety had her clenching a hand around her sword, she had to stop and remind herself that Bilbo had proved himself more capable than any of them thought.

Gandalf glared at was a blur of movement in the corner of his eye and he couldn't stand it any longer, "Stay still Lostoriel Thranduiliel or do I need to stick your feet to the ground!?"

His commanding voice stopped her tracks, one foot still up and her eyes wide. Kili coughed loudly, covering his mouth with his hand, "Like a deer in the lantern."

Lostoriel had a great inkling that he was suppressing a laugh behind that hand. She rolled her eyes, a scathing reply already on her lips when the faintest patter of footsteps on grass pricked at her ears. She turned to where the path ended and sighed in relief when Bilbo burst forth from the curve in the path and crashed warily into the group.

"How far is the pack?" demanded Thorin, Orcrist fell ready at his side.

Bilbo panted heavily, leaning on his knees as he regained his breath. Shakily he stood, still inhaling deeply, "Close, too close!"

The Company gathered around him in a loose circle and the dwarves nearest to him patted him proudly, albeit painfully on the shoulders with their massive hands. Bilbo was sure they had no sense of what it meant to be gentle and were attempting to knock his lungs out of his chest.

"What did I tell you, hmm?" Gandalf raised a bushy eyebrow at the Company, his voice thick with pride, "Quiet as a mouse!"

A chorus of cheers arose from the dwarves, but Bilbo was having none of it. He held a hand in the air to silence them, "But that's not all."

"What do you mean? Did they see you?" asked Lostoriel, stepping up to join them.

"They saw you?" Gandalf followed in the same pedantic tone, his voice only another drone to the cacophony of voices around him as they all decided to pelt questions upon the flustered Hobbit.

"No...No!" protested Bilbo, huffing in annoyance. His blood pressure rose like it did that night at BagEnd when they pillaged his pantry and tried his best to hush them. It was no use.

He locked eyes with Lostoriel, pleading with her to do something. Thankfully she got the message.

The elleth scowled at them all, "No dhinen! Shut it all of you!"

And still the Dwarves did not listen and continued to panic amongst each other. Lostoriel merely shrugged and held her hands in a tried and failed gesture. The dwarves were off on a tangent and they both knew that it would take time that they didn't have the luxury of sparing to shut them up.

"Would you all just listen?" Bilbo finally snapped, one hand pointing in the direction he came. "I'm trying to tell you that there's something else out there!"

"What form did it take? Like a bear?" asked Gandalf.

"Yes..." Bilbo frowned in confusion, he had seen what he thought was a bear, how Gandalf knew that astounded him. "But bigger much bigger."

The Dwarves turned expectantly between Lostoriel and Gandalf. The wizard's knitted eyebrows and grave spark in his eyes gave him away. Lostoriel on the other hand was just about as confused as the dwarves were.

She exasperatedly rolled her eyes, "Just because I'm old does not mean I know everything."

However, she knew of a race of men that inhabited the villages and mountains before the GreenWood. Taller than most, as bulky and strong as oxen, with hair black as the night and the rumoured ability to transform into animals of enormous proportions. She had never spent much time around them, but she had seen the disfigured corpses of their kills. Lostoriel met Gandalf's grave stare and shuddered seeing the clogs spin in his mind and the unwilling acceptance in his eyes told her what he had in mind was dangerous and would likely get them killed.

"You knew of this beast." said Bofur in panic, looking between their pale faces, "I say we double back!"

Thorin's grip around Orcrist's hilt tightened. They were quickly running out of options." And be run down by a pack of orcs?"

"He's right. Azog is too close, we don't stand a chance." Agreed Lostoriel.

All eyes turned to Gandalf, who stood reluctant to tell them of what he had in mind. After his clever trickery in getting them into Rivendell he knew that Thorin would not so blindly trust him again. "There is a house, not far from here where we might take refuge."

Lostoriel already hated the uncertainty in his voice. And apparently so did Thorin.

"Whose house? Be they friend or foe?"

The elf resisted the urge to backhand him over the head then and there. Instead she snorted indignantly at the implications of his words. She knew full well that Thorin was asking if Gandalf was leading them to the Elves or not. Lostoriel rolled her eyes again, some things would never change.

"Neither." said Gandalf gravely, "He will help us, or he will kill us."

"What choice do we have?"

Before Gandalf could answer the bear roared ferociously, the deep keening sound that carried on the air until it thundered in their ears. Lostoriel's ears picked up the sound of its heavy stride as it ran in their direction gaining ground with every second. She spun her sword in her hand and rested it at her side, ready for combat at any moment.

Gandalf caught her movements, "None."

He did a quick head count, ensuring all sixteen of them were there just as the bear roared again. "Come on! RUN!"

Needing no further urging the Company bolted down the hillside and out into the open plains below. The sun broke free of the clouds and beat down upon them as they sprinted through gorse and heather, passing fields of lavender and through narrow streams that were fed from the Anduin flowing south.

The cool water splashed onto Lostoriel's legs as she pelted through, pushing Bilbo in front of her and letting the dwarves run ahead of her so that she and Thorin brought up the rear.

"Run!" yelled Gandalf from the front of the loose group, he held onto his hat with one hand, loathe to take it off but not wanting to lose it. Vaguely, Lostoriel wondered if he could say something more useful, or do something about the ginormous carnivore that was after their flesh.

Oin drove to a halt in the middle of a field, clutching his side and wheezing. Thorin and Lostoriel both stopped, quickly she unhooked the small pouch she had kept the Miruvor in, unstopped and handed it to him. He gulped down the contents, whilst Thorin tapped his foot impatiently on the ground. He didn't see the wise healer as a liability, in fact he thought highly of Oin, but the howling of Azog's troop sent shivers down his spine and he knew that they didn't have much time to evade their pursuers.

The old dwarf nodded and the trio sped off to catch up with the others. Lostoriel glanced over her shoulder and could just make out the outline of Azog and his dogs hastily gaining ground on the Company.

"Hurry up!" she yelled at the top of her lungs, spurring the Company on. Lostoriel breathed heavily through her nose, she willed her body to focus all her energy on moving her legs and making sure none of their companions fell behind.

They crashed through into of the shade of the treeline, the land slopped downhill from here, the trees grew haphazardly in all directions, littering the muddy ground with already browning leaves.

Azog's commands ricocheted through the woods and the Company froze in place trying to discern where the pack was. For a moment all was silent save for the heavy breathing of the dwarves.

"Have we out run them?" asked Ori, his eyes wide as saucers as he stood firmly wedged between Fili and Kili.

Azog roared again, this time accompanied by the answering howls of his wargs.

"Run! Hurry up!" yelled Gandalf as he bounded further down the hillside. But the Dwarves weren't as quick, most of them were still firmly rooted in place.

Then something crashed through the trees, crushing the undergrowth under massive paws and roaring like thunder.

The dwarves bolted, Thorin yanked Bombur by his beard and dragged the poor dwarf behind him as he ran.

Lostoriel whipped around to face the way they had come and searched for any sign of their hunters and saw none, the trees were too tightly packed to clearly see anything beyond ten metres. She wasted no more time and shot off after Thorin.

Gandalf urged them on as they hurried through the thinning tree cover and finally broke out into the rolling plains. Chaos followed hot on their heels as the mountains sprung up in the distance growing smaller towards the horizon. The Company was spread out in a long line as they sprinted across the open land.

Lostoriel heard the bear rushing out of the treeline before she saw it. She risked looking over her shoulder and her heart began to beat in a wild frenzy.

"Hurry up!" she screamed.

The bear, if one could even call it that, was a hulking mass of brown fur, with paws the size of a man's head and teeth as long as her dagger and thick as the hilt of Dwalin's axe. Lostoriel caught the murderous glint in its enormous amber eyes and was spurred on as the adrenaline rushed into her bloodstream. The air rushed into her ears, carrying the pounding of its footfalls behind them.

She glanced back once more and blanched as its bulging muscles bunched up and it lunged at her, snapping its massive jaws as the saliva flew out its mouth.

The elf turned back to the line, urging herself to run faster, all she could hear was the sound of her harsh breathing. Her lungs were burning. Running was not one of her favourite pastimes and she was beginning to remember why. Lostoriel scowled. She hated this.

Bombur began to lag behind. She could hear his ragged breathing from here and saw the way his legs shook with every step. He would tire soon.

"Come on Bombur!" she yelled over her shoulder. She glanced up, remembering Lord Merenon's advice to always keep looking forward and not down. And she was thankful she did for in the foremost distance was a house. Its large, hedge covered gates stood tall and open, as if with open arms to welcome them.

"If you slow down now I'll leave you to get eaten by the bear!" she yelled and watched in amazement, as Bombur sprinted with all the strength that his stout legs had and overtook her.

She had no energy to express her surprise, but her wide eyes said it all. Exclamations of shock and amazement carried down the line as Bombur, who hated running bolted past them , overtaking Fili and Kili.

"Come on! Into the house! Go!" shouted Gandalf from over his shoulder as he skidded to a halted at the gate of the house to let them pass.

The dwarves sprinted through, Bilbo panting exhaustedly as he ran in toe with Balin. Lostoriel and Thorin brought up the rear along with Gandalf as they rushed through open entrance and into a huge garden with the bear trampling behind them.

"Into the house! Quickly!" shouted Gandalf.

The dwarves had gathered at the gate and were futilely attempting to bash their way through the latched doors with nothing but their shoulders in their blind panic. Lostoriel rolled her eyes and scowled, they could be real idiots at times. She had survived dragon fire, goblins and Azog the Defiler. This was not how she was going to die.

"Open the doors! NOW!" Commanded Thorin.

Lostoriel followed closely on his heels as he pushed his way through the crowd of shouting dwarves and threw up the massive latch which caused the Company to tumble into the house. The bear was almost upon them. Its paws clattered on the cobblestone as Gandalf and Lostoriel made it through the door. The creature's massive roar seemed to shake the foundations of the house itself. Bilbo and Lostoriel flinched as the sound resonated painfully in their ears. It was nearly upon them.

The elf was nearest to the doors as the bear shoved its massive head against the double doors. Lostoriel could feel its hot breath on her face as she pushed upon the doors with both hands, Kili was hunched against one door below her and Dwalin placed himself on her right. They pushed with all they had against the door, but the bear was too strong. It roared again, this time using its shoulder to wedge itself between the doors and the Company was momentarily shoved backwards

Lostoriel glanced to the iron sword pommel and back up at the bear, an idea forming in her mind. She knew she would regret it, but it was the only way to get them to safety. She shoved her way to the entrance, pivoted on her heel and swung the pommel of her sword into the bear's snout. It landed with a sickening crunch and the bear went silent before it roared and snapped at them with renewed fury.

She gritted her teeth, letting out a low curse as the Company as one threw themselves against the doors and managed to shut them closed with their combined strength. Dwalin, Thorin and Gloin slipped the large wooden plank into the latch and they all stood panting, at a safe distance from the creature that stood pacing outside the doors.

Ori was the first to speak. The young dwarf was terrified, he didn't care that any of his companions could see the fear radiate off him as he stood there shaking, "What was that?"

"That is our host." said Gandalf gravelly as the entire Company fell into silence. "His name is Beorn and he's a skin changer."

Lostoriel inhaled deeply, trying to slow the kick drum in her chest. She was somewhat elated that they had found shelter in a pleasant looking house and not in some dingy inn. Hopefully this Beorn would be kind enough to not eat them as a bear. His name flickered on a light in her mind, though she could no remember from where.

"Get away from there!" Dori yanked his brother away from the doors, an arm slung around Ori's shoulders and the other making the three fingered sign to ward off evil. "It's not natural, none of it! It's obvious, he's under some dark spell."

Lostoriel, who leaned on the doors trying to catch her breath, rolled her eyes to the heavens. Trust Dori to be so narrow minded about this creature too, she thought exasperatedly as the Dwarves recoiled, ready to believe their superstitious companion.

"Don't be a fool!" scolded Gandalf with all the calmness and patience he had left in him, which was little more than a trickle considering how fast his own heart was beating. "He's under no enchantment but his own and he's not over fond of Dwarves."

Lostoriel gave him a humourless smile, "Well then this should be fun."

The Elf sheathed her sword and took in the large barn around them. It was then that she noticed the dull and yet putrid scent of livestock wafting in the air and spotted several sienna cows eyeing them indifferently in their pens.

It appeared that this Beorn had taken to living with his animals as hay covered most of the stone floor of the barn until it reached the raised platform at the other end. The dwarves mulled around the house, their curious nature overriding any sense of fear that they had felt just moments before. Most of them fell into the hay right where they stood and groaned miserably about their aching muscles and creaking joints. It had undoubtedly been the most running they'd done in several months and even Lostoriel's legs begged her to relax.

Bilbo made a beeline towards her, looking rather lost and uncomfortable as he stared wide-eyed at the towering furniture and cows around him. Lostoriel couldn't help but smile to herself when she noticed how short and stout he actually was.

He regarded her curiously, his hands clasped behind his back, "What is it?"

Lostoriel flushed pink and practically bounded up the steps, keeping her head down the entire time so as to keep him from seeing the grin on her face. She had grown fond and close with their hobbit, however she had seen his fierce temper and had no wish to ignite that fire.

"Nothing to worry about." She turned in a circle as she took in the dining area and ignored the unconvinced scoff that erupted from the Hobbit.

Lostoriel knew that she was by no means the tallest of Elves, but even for an elf everything in the dining room was fit for a giant. The long, oak table reached above her hip and if she sat on one of the equally as long and high benches her feet would not touch the ground. To her right was a small staircase that led to what she assumed was the kitchen. She peered around the doorframe and smiled as her assumption was proved correct. The kitchen was massive, with a tall stove and coal oven to one side, a deep sink beneath a wide window and what looked like a larder that the Dwarves would readily dig into.

"I wonder how long it'll take them to pillage this pantry." Said Bilbo with a hint of acid in his voice.

Lostoriel fought down the smile that tugged at her lips as she recalled his story of how the Company had emptied his entire pantry in under four hours- a torturous eternity in his words- and had inhaled all his ale in one go. Even Erestor had had something to say about their enormous appetites when they had been in Imladris, which was saying something since he lived with the twins and Glorfindel.

She shook her head, suppressing a grin, "I don't think they'll take that chance here. Not when our host could eat them all in one bite."

Fili popped up next to Bilbo, "No we won't."

He turned a hurt look in Bilbo's direction, "I thought you enjoyed having us around that evening Master Boggins. The finest smoked ham I've ever tasted was from your larder, I tell you."

The Hobbit scoffed again, "Yes well. Too bad you tromped all over it."

Lostoriel patted the blushing dwarf on the shoulder and carried on with her exploration, knowing that Fili had the ability to egg anyone on.

The elf strolled back into the dining room taking in the towering archway that separated it from the stable. Intricately carved bears curved at its top and she had the distinct feeling that their unseeing eyes were watching her. The feint sound of dogs yelping, the deep drone of the enormous bees and something else hummed in her ears, creating a familiar cacophony of life that she had not heard in many years.

She strolled to the steps of the dining room and leaned on the arch, her head poised to the side as she listened for the soft, grating noise she had picked up. She could hear it sniffing, then the grating noise again. It wasn't the bear, no, the footsteps were too light.

Lostoriel loosened her sword on its scabbard as a silence filled the house. The Company froze in place, all their eyes searching for the low growling that trickled in from a small hatch in the stable wall.

"We're not alone." Came Thorin's low voice from the other side of the table.

Gandalf shifted uncomfortably from his perch on a hay bale, his mouth already forming a word that never left his mouth as a huge whirr of grey and white rushed headlong into the barn, growling menacingly as its bared, dagger-like canines caught the light. The dwarves held tightly onto their axes as the massive wolf stood tall, almost as tall as Bilbo, its taught muscles bunching beneath its shaggy grey and black coat. The animal turned in a slow circle as it took in the threatening figures around it.

"Nobody…move." Breathed Thorin as he ever so slightly angled Orcrist down towards his hip, berating himself for having slung the sword across his back earlier. His eyes never left the vibrating wolf in the centre of the room. He allowed himself a single breath of relief when spotted Fili and Kili near the kitchen with the hobbit.

His nephews were safe, however the remainder of his company were at the mercy of the creature. He caught Dwalin's eyes from across the barn, his gaze flickering from his friend's axes to the wolf. Dwalin's eyes were fixed on Thorin's hand, the one resting at his side and counting down from five.

Lostoriel did not dare to move a muscle, let alone breathe. The wolf was directly in front of her, a threatening growl rumbled through its body and its silver-grey eyes, so filled with rage, never left Lostoriel.

Should it attack she would be the first to go, and for the second time that day she knew that this was not the way she intended to die.

The elf calmed her breathing, and squared her shoulders, rising to her full height and keeping her hand firmly wrapped around her sword all while never taking her gaze away from the infuriated predator. Her pulse increased to a steady lope when Dwalin, who stood behind the wolf, reached for his twin axes on his back. She wanted to scream.

If he moved, if the wolf anticipated his movement before he could react, it would spell the end for the burly dwarf or more likely for herself.

Lostoriel coughed lightly to attract Dwalin's attention, but it was a futile attempt as his gaze was firmly locked on Thorin behind her. She sighed through her nose and tried again, this time hoarsely whispering out the corner of her mouth, "Dwalin! Stand down!"

The dwarf at first did not listen and hesitated to lower his axes until he saw Thorin nod his head and watched the blood drain from his friend's face. His own heartbeat started to race uncontrollably as- to the horror of the entire Company- Lostoriel began to speak soothingly in Sindarin, practically cooing to the wolf as she took a tentative step towards it.

"What is she doing?" breathed Balin, echoing the same terrified sentiments of his companions.

The Company held their breath as Lostoriel approached it, never breaking eye contact as her calm, soothing words rolled off her tongue and into the ears of the wolf. She took another tentative step towards it, her eyes holding compassion and her chin respect. Many of them were torn between feelings of terror or awe at the blatant stupidity of their elf.

Lostoriel only hoped that they couldn't see the way her hands shook, or hear the tremor in her voice. She had seen her father do this once, a long time ago with a much smaller wolf and at the moment it seemed as if the creature was still intent on ripping her to shreds. If what she needed to do next went wrong, she'd be dead in a matter of seconds.

Lostoriel continued to soothe the wolf in the endless string of her home tongue, trying her best to keep her voice steady. Slowly, like the tide crawling to the shore, she saw the white fury in its eyes burn away and the wolf lower itself from its hackles. As the wolf relaxed so did she.

Guardedly, she was not that stupid, Lostoriel began to lower herself to the ground. Moving a few centimetres downwards as the wolf began to inch towards the ground and continued to speak to it, using only words that were honest and true, hoping to gain the wolf's trust in this way.

Lostoriel was now bending her knees, one hand slowly stretching towards the wolf, who just hovered above the ground. Her voice become light, still carrying a tone of command whilst she willed her eyes to reflect only compassion.

The wolf's growling died to a slow whimper as the elf lowered herself to the hay, sitting back on her legs. With her palm still outstretched she relaxed only the slightest bit; she needed the wolf to know who was in charge. Tentatively, the wolf sniffed her hand.

Its frosty stare melting into uncertainty and then, with one final sniff, to a sea of that warm compassion as it licked her hand.

"Not so feisty now are we?" Hummed Lostoriel as the wolf allowed her to pat its salt and ash coloured muzzle. The elf looked deeply into his eyes, at least, she assumed the wolf was a male. The wolf jolted his head up and down in rapid movements, wanting Lostoriel to pet him further up his head and behind his ears.

The elf let out a shaky laugh which was mimicked, rather accurately by her companions, as she sunk her fingers into the thick layers of fur and scratched the wolf behind her ears with both hands.

The wolf whined contentedly and licked happily at Lostoriel's wrists, enjoying the sound of the elf's words and her soft touch. Then she flopped into her side to let Lostoriel rub her belly, "All that growling and fussing for nothing were we boy?"

She cooed and then proceeded to sit a little straighter as the wolf's entire underbelly came into view. Lostoriel cocked her head to the side, "Or should I say girl?"

The wolf shivered under her touch and leapt to her feet, bristling from nose to tail as she realised that she had been completely vulnerable in front of the furless creature before her. Lostoriel however, did not recoil, rather she stayed put and held out her open palms to the wolf. This time the wolf sniffed her hands once, placed her tail between her legs and bolted towards the side door through which she had appeared.

Once the wolf was out the door, Gloin managed to latch it down and Bofur draped himself dramatically on a pillar, clutching his chest as if his heart would explode. He watched the crestfallen expression on Lostoriel's face, but couldn't help but bask in the relief that the creature was gone.

"I don't know about you lads, but I think I've seen my life flash before my eyes enough for one day." He walked towards Lostoriel, who remained sulking and unmoved from where the wolf had left her. Bofur placed a comforting hand on her shoulder. He surprised himself with his next words, "Thank you, but best not to push your luck with such creatures. Nasty, unpredictable tempers they have."

Lostoriel flashed him a watery smile and nodded, "True enough Bofur."

The elf rose to her feet and tried to regain what little dignity she had left. WoodElves had a knack for befriending all sorts of creatures, her brother was testament to that. But something about the way that wolf had looked at her seemed to resonate within herself.

"Well we can safely add a wolf to the number of creatures you've tried to befriend over the years." said Thorin cheerfully as he reached up to squeeze her shoulder, "Thank you for not letting us get eaten."

Lostoriel hated the mischievous grin that crawled onto his face, "Went better than the time you attempted to befriend that tabby cat. Don't you think?"

She glowered at him and he took pleasure in his ability to irk her, "If you value your teeth Thorin Oakenshield you'd best not tell that one. Or shall I tell your nephews the thrilling tale of the wild dogs?"

Before Thorin could answer Kili grinned, always eager to hear more about the misadventures of his infallible uncle. "What wild dogs?"

Thorin sighed, gazing up to the heavens, "I'm never going to live that one down am I ?"

"Never." Came Lostoriel's joyful reply as she settled into the hay and began the tale of how the mighty Thorin Oakenshield got himself stuck in the top most boughs of a Pinetree whilst on the run from his hungry pursuers.

The cold blanket of the night had drawn itself across the world some hours ago. It was a starless night as the Company sprawled themselves around Beorn's barn. The hay crunched as the dwarves shifted in their sleep, after months of sleeping on the cold, hard ground with pebbles sticking into their backsides, the hay was not unlike the soft mattresses of Rivendell.

Lostoriel, after her incident with the wolf, had curled up towards the back of the barn. Far enough from the cows to not catch any unsavoury smells and unfortunately close enough to the dwarves that their snores blared like foghorns in the night. She shifted in her sleep for the fifth time in an hour and rested her head between her arms as she tried to protect her ears from the deafening cacophony.

She rolled onto her left, her eyes glazing over as she attempted to sleep for the umpteenth time. But her dreams held no solace for her that night.

Images of Smaug flashed in her mind, pillars of fire rising up from all directions, she was in the centre of Erebor with Thror's treasure horde being swept up in waves by Smaug's wings. Like an ocean of shimmering gold, the millions of golden coins and priceless gems were tossed and turned, biting into her skin like sand on the shore. She caught a flicker of movement out the corner of her eye, upon a grand staircase, there were two people hurrying towards the exit. It was Thorin with Thror tucked beneath his arm as Thorin dragged his grandfather away from the worthless treasure horde- the only thing Thror cared about.

He waved one arm madly in the air and shouted across the chasm, but she heard nothing as Smaug stalked towards her, a trail of fire already creeping up his neck.

"I'll come back! I promise!" Thorin's words echoed louder than the flames, louder than the regret she felt rising in her throat as she saw her father's face in her dreams. Saw the anger seething off him, the fury raging in his eyes.

Suddenly everything was in flames. Searing, raging flames of amber and yellow and the image of an eye flashed in her mind. Its amber iris glowing cold in her dream, she could feel the malice dripping from it, stealing what warm and hope she had within her and boring into her with its black pupil.

Lostoriel jolted upright, panting heavily. Her pulse raced uncontrollably as if it was trying to escape her ribcage.

"What...What was that?" she whispered into the night. That was not Smaug's eye. That had been an image she had only seen in history books, a symbol of an evil so great that it devoured all in its path.

And that's when she caught it, a feint glimmer of gold in the darkness as Bilbo pocketed his ring.

Lostoriel's eyes widened, a deep horror setting into her chest. No, she thought as she leant against the wooden post, it couldn't be. That power was lost ages ago, in a wasteland far to the East.

She shook her head and wiped away the sweat around her neck and told herself that it was only the fear from her dream.

It, the One Ring and its master had been lost for millennia, myth and legend had seen to that. But there was no way that now the enemy stirring once again.

"You don't think I'm going mad, do you?" She asked the nearest cow, naturally it didn't answer and simply stared indifferently at the flustered elf.

Lostoriel got to her feet, pulling out the stray strands of hay that had buried themselves in her everywhere as she silently treaded to the dining table, where they had left a jug of water. The dwarves were sound asleep, Kili lay with one arm stretched across Fili's face as his brother snored like a power drill. Bilbo however turned a fraction of a second too late and Lostoriel knew that he feigned sleep.

She sighed to herself, why he was so protective of that trinket was beyond her now. Her dry throat took up the foremost of her thought.

She heard a shrill howl, a steady murmuring coming from outside as she poured out the water into a wooden cup. It was not the wolf from earlier.

Lightly side-stepping Gandalf, who had fallen asleep against the wall, her heart lurched in her chest as she noticed that he slept with his eyes open. It was unnerving. Lostoriel had become accustomed to the ways of humans, who looked dead in their sleep with their eyes closed. But watching Gandalf lay there, his glazed eyes seeming to follow her as she hopped up onto the table bench and grimaced at the wizard below. She wondered if she looked like that when she slept. If the dwarve's initial reaction to her sleep habits was anything to go by, then she probably did look just as creepy as Gandalf did.

Lostoriel peered out of the open window and saw the expanse of Beorn's garden basked in the silence of the night. She could feel their eyes boring into her skull and gazed out, beyond the high hedges.

She caught flicker of shadow against the night. Her eyes adjusted to the darkness and Azog came into clear view. Filthy and bald, his pale skin glowing in the moonlight along with a second orc who was just as massive and hideous as him.

The hair at the back of her neck stood on end as one of the barn doors was cracked open. Immediately her hand flew to her sword as a giant emerged from the night.

He was the size of a small house. taller than the average man, with a fey head of hair that stretched down his spine like a mane. Standing with only a pair of trousers on, his chest was heavy set like bricks in a wall and bulging arm muscles which were the size of her head.

This was Beorn, she realised with an anxious gulp.

Her heart thudded in her chest. He was coming towards her. Within a matter of a few long strides stood near the opposite side of the table. Lostoriel blinked stupidly. She could barely make out his face in the shadow of the ceiling, where his hair lightly brushed the wood.

"You are no man?" He stated rather than asked in a low voice that carried like a shout in the night. His voice was rough, almost as if sandpaper as he spoke in a thick, rolling accent.

Lostoriel lightly hopped off the bench, landing with a soft thud on the stone floor. She bowed her head, her hand coming to her heart and stretching out towards him. She had seen the hardness in his eyes and knew it would do no good to lie to him.

"Lostoriel daughter ElvenKing Thranduil."

She rose to her full height and met his dark eyes and flashed him a small smile. In the dim light she couldn't make out his features, however something seemed vaguely familiar about him, though she couldn't tell just what it was. "You must be Beorn."

He folded his arms, "Aye, I am he."

Beorn momentarily paused and scrutinised her, as if he were gauging her character.

"Shouldn't you be dead?" he inquired.

Lostoriel was taken aback at the brusqueness of his question. However, she smirked, appreciating that he did not beat about the bush.

"I got tired of it," she shrugged, "turns out it's rather boring."

Beorn nodded, in a shocked but understanding gesture. He was torn between laughing and wondering if he was talking to a ghost. So instead, he raised the jug of water in her direction in a toast, "To your return."

And then downed entire contents in one long gulp. He inhaled deeply and strode towards her, his footsteps were surprisingly quiet for one as large as he.

The skin-changer stood beside her, his eyes slowly scanning the fringes of the forest beyond his home. From the corner of his eye he caught her staring at him out the corner of her eyes with a deep frown.

"You do not remember me, do you?"

She shook her head, shamed-faced, "Forgive me." admitted Lostoriel, "My memory is not what it once was."

He turned to face her, a hint of sadness in his eyes and his voice, "You need not apologise. You saved my son from a pack of wargs when he was just a cub."

Realisation dawned on Lostoriel; it had been decades ago, long before the Sack of Erebor.

"I remember now." she smiled at the memory of the tiny bear cub she had found lost amongst the trees in the GreenWood. "He must be grown."

The pair turned their attention to the movement at the edge of the treeline, "Aye." Said Beorn fondly, "He's as tall and strong as me, in fact I think he may be stronger and wiser for that matter."

His expression turned dark as he caught sight of the orcs moving east. He noticed Lostoriel's hand resting on the hilt of her sword, his brows furrowing even further, "What business does an elf have with Azog the Defiler?"

Lostoriel scowled, "The business of hunting him down before he gets to me. Tell me, who was the orc who spoke to him before he left? The pale one, with the chain across his head? Where are they going?"

Her words died down to a whisper as she studied them, there must have been twenty or so hidden in the shadows. "They have reinforcements."

Beorn grunted, surprised at the hatred dripping from her words. He didn't take his eyes off the sight of the pack that stalked his house, "That is Bolg, the spawn of Azog. He's a trained murderer like his father. Rumours have begun to spread that he is a commander of legions from Gundabad, many have said that he kills under the command of the power that rests in Dol Guldur. He's been skulking around these lands for the past two days, now I know why."

Lostoriel inhaled sharply, the cold hand of fear gripped her heart. As a child she had heard stories of the horrors that had taken place in that forsaken mountain fortress, in the forsaken wasteland of a kingdom that had stolen many of her people. That had stolen her mother. Lostoriel turned and slumped against the wall, she stared unfocused at the moonlight playing on the opposite wall, she fiddled with the ring on her finger.

"They're after us." What she meant was that they were after Thorin and his nephews, "What need has the enemy for legions?"

She may have asked Beorn, but the answers had already formed in her mind. If Angmar was being awoken then the power at Dol Guldur must have been strengthening. She remembered what Lord Elrond had said of the unchecked power that festered in the East and a fire ignited within her.

If the White Council had only listened when her father had told them of the darkness that had awoken in the abandoned fortress, of the dying trees and animals and of their rivers that had been poisoned, then maybe this could have been stopped. The image of the eye from her dream flashed in her mind again.

"No." whispered Lostoriel, she told herself that she was just imagining things, her mind was jumping into waters too deep for her to swim.

If the Enemy had awakened, then the world would begin to burn. Lostoriel laughed a humourless, hollow laugh. It was impossible, it was unthinkable. She was just sleep deprived, that was the only possible explanation for her train of thought.

Her laugh died on her lips when she saw the graveness in Beorn's eyes. The skin changer could see the cogs whirring in her eyes. He could smell the fear radiating from her and knew that she had come to the conclusion he had been having sleepless nights over. He cut her off as the question formed on her lips. The vile scent of orc wafted on the breeze, he bowed, "We should wait till the night has passed before we speak of such things, My Lady."

Beorn strode around the table, "Where are you going?" asked Lostoriel, her sword ready at her side as she followed him.

He forwent the steps and emitted a low whistle so as to not awaken the sleeping figures in his barn. Less than half a minute passed when the soft padding of paws on the hay brought with it the she-wolf that Lostoriel had encountered earlier that day. Beorn bent to hastily scratch the wolf behind her ears before he strode to the door, the animal happily following him. He paused at the threshold, blocking the way with his massive body as Lostoriel stood, rather agitatedly before him.

"No," he firmly commanded and Lostoriel raised a sharp eyebrow.

"No?"

Beorn nodded, folding his branch like arms across his chest, "You're staying here."

Lostoriel already began to object him, she was most certainly not going to do that. But before she could voice her thoughts Beorn stopped her. "I'm going to scare them off is all, I don't want their murderous hides anywhere near my home."

"Then I'll join you." She resolved, knowing that she'd never be able to sleep after their worrying conversation. She flashed him a grim smile in the hopes of winning him over.

Beorn shared an exasperated sigh with the wolf beside him, then turned and walked out the door. He shut it firmly behind him before the elf had a chance to follow him and bolted it from the outside. She may have saved his son in the past, but that didn't mean he was going to let her tromp off with him in the middle of the night to scare off the orcs. He hardly even knew her.

Though judging by the sureness with which she spoke of ending Azog and given the fact that the Elven princess was renown as a skilled warrior, he realised that it may not be such a bad idea to have her along.

Beorn halted in his tracks and sighed again, Sunflower plodded up to him an licked his hand. He gently stroked her muzzle, "I suppose an extra hand will not hurt, eh?"

The wolf emitted a low bark, as if readily agreeing with him.

And so Beorn strode back to the side door, unbolted it, and flung it open to unsurprisingly find the elf waiting there with her arms folded. What had he expected anyway? He had heard that King Thranduil was as stubborn and hard-headed as any Dwarf and he was renowned to be as unmovable as the mountains themselves. Had he been so foolish as to assume that the ElvenKing's offspring would be any different?

He muttered something unintelligible to the wolf, it almost sounded as if his words were a distorted form of barking. Lostoriel listened carefully and caught the unexpected and truly absurd name of the wolf.

She smirked, "You named her Sunflower?"

The wolf looked up at Lostoriel at the mention of her name. Sunflower's massive tale tentatively swept back and forth. Beorn glared at the elf as he pushed the side door open, however, his red cheeks destroyed the façade and he neatly avoided the question as he stepped out into the night. He pulled out a spare quiver of arrows he had hidden behind a barrel and left it in the flickering torch light, along with a small hunting bow and threw them at her and continued to plod off into the night.

Lostoriel caught both with ease, slung the quiver across her back and tested the draw weight of the bow, smiling when she found that she could hold its weight with ease.

"Well, are you coming or not?" He called over his shoulder.

Lostoriel grinned and followed him into the gloom of the twilight, her silvery hair catching the moonlight that managed to straggle its way into the thick mist that encroached the shallow valley. The mountains were shrouded in the drapes of the fog, their peaks blending into the ivory sky as Lostoriel kept a safe distance from Beorn as he transformed into a bear. It happened so quickly that her mind barely had time to comprehend what her eyes had just seen. Keeping watch was by no means a glorious task, but it was something to do.