A/N: Hello! Ack, sorry for the late chapter! As you can probably tell, I'm going to update mostly every bimonthly but maybe sometimes -maybe- I'll update in a month? Depends on my schedule, ahaha. Sorry!

Anyway, thank you for your favourites/follows! To EntityShifter, PurpleFairy11, Childatheart28, Martino the one and only still, decadenceofmysoul, KaiaRenkin, Zyenna, Lucky Guard, LovesDragons, AmethystSiri, Reader-anonymous-writer, Tony WildRiver, claire1663, ArtistFox, sad sabrin, madnessdownunder2, K, and Julien Caeg, thank you for your reviews :) (comments below hahaha)

Hope you'll like this chapter :) Agog's parts were easier and more fun to write this time round~ Comments and constructive criticism are welcomed! :)

DISCLAIMER: not mine

Chapter 16

Dol Guldur.

Bats screeched. The moon was hidden behind the clouds; darkness lurked in the shadows. Azog strode out onto a raised pathway, towards the mess of throbbing shadow in the middle of the fortress. He bowed his head slightly. "You have summoned me, Master?"

The figure of darkness twisted and glided to Azog. It has no discerning features within its dark black silhouette.

"We grow in number. We grow in strength. You will lead my armies," it rasped.

Azog growled lowly. "What of Oakenshield?"

He could feel the Necromancer's weighted stare on him. "War is coming."

The Pale Orc snarled.

"You promised me his head!"

The Necromancer glided closer towards him. Azog tried to hide his discomfort, the close proximity with the darkness prickling beneath his skin.

"Death will come to all."

Unwilling to show weakness, the orc bared his teeth slightly, but he jerked his chin downwards in an almost imperceptible sign of submission. Satisfied that its message seemed to sink in, the Darkness turned around and glided away. "When I rise again, my commanders will need new steeds."

"Wargs?"

"No," the Necromancer paused, "mightier beasts than those dogs."

From the shadows, two struggling dragonlings appeared.

Beorn's.

He sat up. Around him clustered the figures of the sleeping dwarves. Slow snores filled the room. A mouse scampered across a chessboard with bear-shaped pieces; some goats were chewing on hay.

When he was certain that most, if not all, of the dwarves were asleep, he crept out of his bedroll and inched towards the door. Carefully, he held his breath as he nudged at the heavy wooden door. It shifted without a creak, creating a gap barely large enough for him. He glanced back at the sleeping Company again. A sliver of dusty moonlight from the door fell across the room. All was still; the only movement were the flies hovering around a snoring Bombur.

Soundless as a shadow, Bilbo slipped out of the house.

Simultaneously, three pair of eyes stared as his shadow flitted past the window.

Dol Guldur.

Azog's eyes widened. "Dragons," he hissed. "Where...?"

"Not even the elves can protect what the darkness seeks." The Necromancer drifted closer to the dragons. One particularly brave dragon with a swollen eye and light brown scales twisted furiously and resisted its chains to snap its jaws at him. "The old Servants of Mordor are rousing."

"Most are dead. The others, like Smaug, hide away like the cowards they are!"

"They will come," the Necromancer said, gliding away. "They cannot resist the power."

The darkness dissipated, leaving a snarling Azog and the dragons in its wake.

Azog turned his attention to the previously ignored Orc holding onto the other end of the chains. "Who are you?" He demanded, glaring at him aggressively.

The orc was not massive in stature, but he looked sturdy enough and had a cunning look about him. Burns and long scars resembling claw marks marred the left side of his face and down his arms to his hands. He held the larger orc's gaze for a few seconds before glancing down slightly, not cowering but acknowledging Azog's superiority. "Nargulg."

The white orc stepped closer to him intimidatingly. "What is it that you do, Nargulg?"

The orc held his ground even as the agitated dragonlings once again tugged at their chains. Azog stopped a few steps before them, warily scrutinising them. "I specialise in capturing and training the dragons."

He appraised the sturdy orc. Azog was unaware that the dragons were still in existence, let alone thriving under the care of the elves and hidden away. Capturing them under the noses of the elves required stealth, cunning and guts.

Without warning, Azog spat on the dragons. The brown-scaled one squealed in outrage as the glop landed on its back. Its belly glowed lightly and he made to open its mouth, but before he could do anything, a metal whip struck against his scales. Nargulg whipped him several more times as the dragon thrashed about, inciting the other dragon to cry in outrage until its chain were brutally tugged till it subsided and retreated.

The whip struck the sides of the brown-scaled dragon's underbelly and once on its swollen eye. Whimpering, the dragon curled around itself and shuddered. Nargulg yanked at the chains a few more times until the only response from the dragons were their defeated, limp heads and whimpers before he looked up, smiling smugly.

Azog nodded his satisfaction.

"They'll be ready in a few months," Nargulg promised.

He bared his teeth. "Very well. In the meantime - " turning around, he roared, "Bolg!"

The orcs behind him were shoved aside as a pale and bulky-looking orc stepped up, glaring at anyone in his way. He was massive - almost the height of Azog - and towered over many of the orcs. His left eye was cloudy and blind. Iron plates were embedded in his skull and chest, and in his hand was a sharp spinal-looking weapon.

"I have a task for you," Azog said. "Do you still thirst for dwarf blood?"

Bolg growled in agreement.

Beorn's.

Truth to be told, Bilbo felt like the burglar the Company thought him to be. Sneaking out of his own lodging like a common thief, indeed! But it was infinitely better than facing awkward questions and possibly having a dwarven guard follow him - oh, how that would ruin things - so sneaking it was.

The cold air prickled his skin as he made his way through the garden. The sky was a patchwork of blues and blacks, topped by a crescent moon that hung crookedly, as if added in an afterthought. Stars sprinkled throughout the sky, little glowing worlds of their own, sparkling like tiny gemstones. Quietly, he stepped through the garden where Beorn was sitting on the bench, his massive back facing him, and stood behind him.

"Finally managed to escape the dwarves' clutches?" Beorn's deep voice rumbled, eyes still staring ahead at his forest.

"Yes." Bilbo wondered how Beorn knew he was there even without him making a single sound. Did his bear-senses tingle when someone was near him? Then, spotting the mouse quietly hidden under Beorn's collar, its beady eyes shining up at him, he thought, maybe not.

The mouse squeaked, nimbly clambering down Beorn's arm and onto his palm. There, it sat on its haunches and cleaned its face with its tiny paws before squeaking again. Beorn caressed its fur with a single finger before gently placing it on the bench.

The mouse scurried off as he turned around to look at Bilbo. "Ready to go?"

Bilbo grinned and nodded, half-anxious and half-excited by what their night excursion would entail.

With Beorn leading the way, they stepped into the darkness of the forest.

Ten minutes was all it took before Bilbo ran out of patience. "Where will we be going? How will we be going there?"

Beorn chuckled. "You will see, Little Rabbit. I had to find somewhere large enough to accommodate you. It will take some time, maybe an hour or so."

The hobbit watched his steps carefully, but still winced every now and then when his foot snapped a twig. "'Little Rabbit'? Beorn, you do know rabbits are about as tiny as a single scale?"

"Yes I do, Little Rabbit." The bear-man sounded amused. Bilbo sulked, before a horrendous thoughts crossed his mind.

"We are not walking all the way there, are we?"

Beorn turned back to smirk at him. "You do need the exercise." Bilbo sputtered and smacked Beorn, which was the equivalence of hitting a rock.

"I do not."

"Believe what you will, but you look a little... pudgy."

"You and my sister both. I hate all of you," Bilbo moaned.

Beorn shrugged, unbothered. "Nay, if we walk there, it will take us all night. Or even longer, taking your short legs into account."

"Is it Insult-Bilbo-Day? It feels just like it - I'll have you know, I did not sign up for this," he muttered under his breath.

Beorn looked amused as he came to a stop at a small clearing.

"It was a mere jest, little rabbit. It'll be much faster for me to give you a ride." Skin rippling, he took a few steps back. Bilbo's eyes widened.

Brown bristles poked through Beorn's skin, and Bilbo could hear the sound of bones cracking and shifting. A second later, a huge bear replaced the man in the middle of the forest. It snuffled around the leaves, barely glancing at Bilbo.

If Bilbo had thought that Beorn-Man was a giant, then Beorn-bear was a Titan-bear. Crouched down, his height was still two-thirds the size of a man. He estimated that if Beorn-bear stood on his hind legs, he would almost be twice the height of Beorn-man. Of course, Bilbo's dragon form still dwarfs Beorn-bear, but well, dragon.

"Uh, okay," Bilbo said, rubbing his hands together. He felt a little foolish addressing a bear. "How are we going to do this?"

The bear turned to him, lifted its head and bared its fangs.

Bilbo took a tiny step back. "Beorn?" He asked uncertainly.

Slowly, menacingly, the dark brown bear lumbered closer. It growled, slightly threateningly. Bilbo gulped, not daring to move. The bear snuffled and advanced towards Bilbo until it was looming over him.

"Beorn?" Bilbo squeaked. The bear's snout was right in front of his face - he could see those gleaming white teeth and the thread of saliva between his canines. Beorn's breath puffed onto his forehead.

The bear growled. Then, without warning, it's tongue flickered out and licked Bilbo's face.

Bilbo squealed and stumbled backwards, tripping over a tree root and landing on his bum. Vigorously, he scrubbed his face with his sleeve. "Beorn!" He protested.

A pair of obsidian eyes glittered amusingly at him. Sitting back on its haunches and no longer as menacing, Beorn-bear snorted, looking smug. Bilbo scowled sternly. "That, that was mean."

Beorn snorted again (apologetically this time around, Bilbo hoped) and nudged him up. Tossing his head impatiently, he crouched down lowly. Bilbo took it as his cue to climb on his broad back.

With a bit of grumbling and jumping, he managed to pull himself onto Beorn's broad back. He shifted a few times, trying to get comfortable. He clung gently onto the shaggy fur, its texture coarse and bristly. It smelt like a wild animal, and a bit like a wet dwarf - not too pleasing to his sensitive hobbit nose. Leaning forward, he said loudly, "I'm ready."

There was a pause, in which Bilbo thought he went unheard. Then, Beorn's muscles tensed underneath his legs, a split-second warning before he took off. He shot through the forest, leaping between trees with great lumbering steps. Trees blurred past them and the wind whistled sharply. Instinctively, Bilbo crouched closer to his fur.

Bilbo lost track of time, but they rode till the thick vegetation trees melded into empty plains with a smattering of rocks and some trees. Beorn's house was far behind them. Finally, Beorn slowed to a halt at the edge of a small hill with a wide clearing, safe from any prying eyes.

Bilbo groaned and slid off his back, grimacing.

Beorn-bear snuffled at him in concern and he patted the bear's nose. "I'm fine, I'm fine," he told the bear. Reassured, Beorn reverted back into his man form and sat down on the grass next to Bilbo.

"There aren't any orcs around, right?"

Beorn gave him a sidelong glance. "You know very well I wouldn't risk your safety in such a way, Cousin. No, this area is still untouched by the vile orcs. I checked just now as well - curiously, my animals report that none of the orcs seem to be about."

Bilbo paused. "None at all?"

"Aye."

He gave a puzzled look and shrugged. "Maybe they gave up."

Beorn shot him a dark look. "Orcs don't simply give up."

He shrugged. "Maybe their leader died?" Even then, he knew it was almost impossible for that to be true. "I'll mention it to Gandalf. Hopefully it's not something bigger. He should know what to do."

Beorn nodded. "Little Rabbit," he began, then hesitated.

"Yes?"

"I have a question, if you don't mind?" Came the cautious response.

Bilbo waved his hand. "No, no, of course I won't. Ask away, Beorn, don't need to stand on ceremony." He felt Beorn scrutinising him, seemingly weighing him before he asked his question.

"That story. It was your story, was it not?"

He blinked. "Yes. Yes, yes it was. Was it... Was it very obvious?"

"Aye. We're lucky the dwarves are unobservant as they are. That was reckless of you - they may become suspicious," rumbled Beorn. Bilbo merely sighed.

"I know. I shouldn't have but I couldn't stop myself." He looked up to the stars. "I'll deal with the repercussions at a later time. Assuming, of course, that the dwarves are smart enough to notice it in the first place."

Beorn snorted. "You underestimate them, Cousin. Some are observant and shrewd underneath their brawl and rude behaviour."

"Thorin sure doesn't show it," muttered Bilbo under his breath. Beorn laughed.

"Anyway," continued Bilbo, "I haven't yet gave you a proper gift!"

"Gift?"

"Yes, yes, it's only polite to present hosts with a door gift." Digging through the numerous pockets sewn inside his cloak, he gave a triumphant cry as he pulled out a cylindrical object wrapped snugly in a few layers of cloth. "My sister's flute, made of the finest Elven wood," he declared proudly with a tint of wistfulness, proffering the gift to the shapeshifter.

Beorn squinted at it before carefully picking it up. Peeling the layers of cloth apart, he held up the wooden flute, gently running his fingers across its smoothly polished surface. The flute was about as long as Bilbo's forearm and dwarfed in Beorn's hand. Elven words of a burnt umber were deeply etched around the ends of the gleaming, sepia flute.

Beorn shook his scraggly head, touching the words reverently once more before delicately placing the flute back on Bilbo's lap. "I cannot accept this, Cousin. It's your sister's gift to you."

"I have loads at home, but nothing else to offer you right now," Bilbo dismissed.

"But you are not at home now, young one, and any comfort or token from your loved ones will mean a lot."

"I think the chances of the flute breaking during the journey is higher," Bilbo protested. "At least you can keep it safe." Dismayed, he looked at the flute, his face slowly turning red. Is the flute an insufficient gift? Does it have flaws, does Beorn dislike it?

"But I do not want it," he rumbled softly. "I know these Elven words as well: it's Elven magic. The flute is less fragile than you think."

Bilbo's fingers curled around the flute. With narrowed eyes, Bilbo's voice dipped lowly, his tone opting a sharp edge. "Are you rejecting my act of goodwill?"

"No, but you have already given me a gift. You told me your stories; that is more than I can ask for. This - I don't need it, Bilbo, but you, you may need it more than me," Beorn pacified.

Bilbo stared at him incredulously. "What can it do, serenade the orcs to death?"

Beorn laughed. "You have a unique way of thinking, Little Rabbit. I was referring to keeping you grounded, reminding you of who you are. But if you want to play soft music to the orcs in the hopes that they die from the beauty of the music, I will not stop you."

Bilbo gave a huff and shook his head in disbelieve. "Fine, Beorn, I'll listen to your wise council." Wrapping up the flute once again, he tucked it into a pocket, secretly relieved.

After Bilbo had stopped fiddling, he stared nervously at Beorn. The bear-man, who was still seated on the grass, raised his bushy eyebrows at him. "I believe we're here for a reason?"

Bilbo looked around anxiously. "Is there enough space?"

"Aye."

"No one can see us?"

"Indeed."

"Are you very sure no dwarves followed us here? That there's absolutely no chance of anyone spotting us?"

The bear-man growled. "Yes! We are hills away and the clouds and this hillside, if not the distance, provide more than sufficient cover! We don't have all night, dragon."

"Fine," Bilbo huffed. Overly self-conscious, he removed his waistcoat and folded it neatly before placing it on a rock.

Beorn watched expectantly. Bilbo flushed. He turned towards him, hands on hips and scowling fiercely. "It's not polite to stare."

He barely looked unperturbed. "Does my staring bother you, little rabbit? Forgive me; It is not everyday I get to see a transformation from a little rabbit to a... Ferocious dragon." As if in an afterthought, he added, "or are you a tiny dragon?"

"Tiny? I'll show you tiny," muttered Bilbo. Turning around and still grumbling under his breath, he removed his other layers and added them neatly into the pile. He tried to ignore the looming presence of Beorn behind.

"You may want to stand back," he warned. Without waiting for a reply, he closed his eyes, toes digging into the soil.

The Elven Magic thrummed beneath his skin's surface, the magic that pacified the dragon yearning to break free. In his mind's eye, he reached for that pull, the deep pull within his heart that ached for claws and wings and the freedom of the sky, and tugged.

The magic shifted; his skin rippled, a hum resonating through his bones. He felt them shift, elongating so rapidly it hurt. His skin hardened as tiny green scales pokes out of his skin and knitted together, forming an almost impenetrable armour. He could feel his jaws elongating into his snout, teeth sharpening into canines which he swiped his forked tongue over.

His folded wings, previously tightly pressed against his back and protruding ever so slightly like some discoloured, bumpy patch of birthmark, wrenched themselves free with a sickening rip. New skin stretched over his extra limbs, the pale pink darkening rapidly to a deep green and hardening as he stretched and flexed his cramped wings.

The fire in his belly reignited, the warmth a comforting heat he had not felt in years. His spine cracked into place as the last of his spikes jutted out from his hide.

Bilbo landed on all fours, the impact causing the ground to shake, his tail swishing behind him.

The plains fell silent.

Beorn looked a mix of impressed and mildly ill. "That was more gruesome than I thought it would be," he commented faintly.

Bilbo pulled his lips back in annoyance. The man was significantly shorter, maybe about the height of Bilbo's knee when the dragon was crouched down. Bilbo swivelled his head as he tried to get used to his widened and sharpened vision once again. He inhaled, savouring the smell of the fresh grass, the sweet waft of honey, the enticing scent of the wild sheep meandering at the other side of the hill and - eugh, the faint traces of orcs. He could hear the fluttering of the owls overhead, the soft rustling of the trees, the even tempo of Beorn's breaths. He tasted the air; it was cool but slightly humid, promising a night of cloudy skies with a high possibility of rain. A slight glow emitted from his underbelly, attributed by the fire all fire-drakes have.

Bilbo turned back to Beorn. "It's been far too long," he admitted, the 's' drawn out and snakelike. Rearing up, he sat on his haunches and surveyed his claws. Most were chipped and broken, yellowed and with dirt stuck underneath the nails. His scales were in an awful state as well - some were chipped or overlapping, making movement awkward and stiff. Worse still, some of his originally beautiful forest green scales had turned dull or were loose. Dismally, he pulled at one and it fell out with a 'chink'. He sighed.

Beorn tutted. "Been a long time since you've groomed yourself, haven't it?"

Bilbo snorted, embarrassed, and ducked his head. Grumbling intelligibly, he flexed his wings, careful to give it the good stretch it deserved. He was in a sorry state, as yes, his dragon's physical beauty had been the last thing on his mind for these few years. The elves had cautioned him against changing while he stayed in Hobbiton, so he only allowed himself a trip to Rivendell every five years or so to change back to his form. It was rather inconvenient, and he did not like to leave his home empty for the likes of Lobelia Sackville-Baggins to prey on, so as much as he loved his original form, he usually put it off whenever he could. (Plus, the elves were always cautioning him about humans and not flying too far or too high or too whatever and it was, honestly, rather stifling.) However, due to certain circumstances, it has been nearly a decade since he shifted and properly groomed himself. Apparently, ten years were more than enough time to accumulate such a negative outcome.

"Tiny?" He challenged.

Beorn threw his head back and laughed. "Nay, not at all. But you look a mess!"

The next two hours were spent on grooming: pulling out the bad scales and polishing the rest (Beorn assisted by giving them a rub down with special leaves), stretching his stiff limbs, scraping off whatever dirt he could, and cleaning his nails and canines. He bent down to inspect his soft underbelly, noting to himself that some of his scales looked darker than usual. It was probably the lighting, he thought.

When he was finally looking more presentable, he stretched out all the kinks in his neck and yawned, tongue lolling out.

Beorn had collected a pile of sticks in front of him while he had been sharpening his claws against a rock. He set down his bundle of twigs onto the already huge pile and dusted his hands. "Try setting this pile of sticks on fire," Beorn suggested.

Tail swishing lazily, Bilbo ambled over and scrutinised the pile of twigs. He inhaled deeply, gently coaxing the flames from within. A sliver of flames was breathed out onto the pile of twigs.

Fire crackled. The pile of twigs was soon merrily burning away.

He smiled triumphantly, feeling more empowered than he did for ages. Beorn and Bilbo watched the fire for a few moments in a comfortable silence, listening to the forest and the crackling sounds of the fire.

Bilbo stood up suddenly, flexing his wings. Wordlessly, he looked at the sky, then at Beorn.

Beorn nodded to him. "I'll wait here. The sky awaits." Bilbo dipped his head slightly to show his gratefulness. With a few massive strokes of his wings, the dragon launched himself into the air. Every fibre of his being sang, indescribably pleased to be back in the sky.

He glided with the wind; danced among the clouds, twisting and swooping; flew as high as he could, as close to the moon and stars as possible. He listened to the rustling trees and the singing wind, and the perfect blend of harmony which only nature could bring. The land stretched below him, far and wide. He could go anywhere he wanted to; could fly as high as he wished. The clouds were the perfect cover. There were no elves whispering in his mind to "watch out", there were no constraints. It was just him and the sky.

It had been a decade since he flew. But for the first time in more years than he could remember, he was free.

Bilbo stumbled through the garden, yawning. The moon was already halfway through its descent by the time Beorn had reached his house. He stretched his sore shoulders as he stifled another yawn. An hour of flying was enough to make his wings - and when he shed his skin, shoulders - ache with every movement.

"Thanks, Beorn," he murmured.

"It was my pleasure, little rabbit."

Bidding goodbye to the huge man, the hobbit slipped through the door, carefully tip-toeing across the snoring dwarves.

Unbeknownst to him, three pairs of eyes watched once more as he sank into his bedroll and into a deep slumber.

Bilbo was the last of the Company to wake up.

"Long night?" Bofur asked knowingly.

He grunted as he noisily stirred his tea.

Thorin raised his eyebrows. "Last night. You sneaked out."

Bilbo paused mid-sip and shot him a bewildered look. "Were you watching me?"

Thorin rolled his eyes. "It's hard to miss a person, no matter how quiet, sneaking out of the door, Master Burglar."

"Huh," he said non-committedly. He sipped his cup of tea.

"So where did you go, Master Burglar?" Thorin pressed, leaning forward with his elbows on the table.

"I was in the woods with Beorn." A sip. "We were talking." Bilbo busied himself with slathering a bread with a generous layer of honey, unbothered by the interrogation. "He was showing me some plants that only blossomed at night. Fascinating, really," he continued, looking up as he munched on his bread.

Thorin looked unimpressed.

Bilbo stretched towards the bowl of apples, wincing as his sore shoulders protested against the simple action.

"Strenuous, was it?" Nori winked. "The walk in the dark? Him showing you some flowers... And maybe something else of his?"

Kili burst into laughters. Thorin's look of disapproval was directed towards Nori.

Bilbo frowned in confusion. "What are you talking about?"

"Oh, nothing," Nori smirked. Behind him, Kili made an obscene and suggestive gesture with both hands, laughing silently. The other dwarves chortled; Ori started blushing. Thorin's disapproving frown deepened.

Bilbo stared blankly at him before his mind clicked. Oh. Embarrassment crept up his cheeks. "What- no. No, no, ew! Nori!" He spluttered. "That did not happen! Nothing happened! It was just a hike, truly."

"What did not happen?" Nori had the gall to ask innocently.

Thorin snorted. "Enough. Nori, stop corrupting the young ones."

Nori's smile grew sharp. "Whatever you say, your highness."

"And Bilbo," the dwarven prince continued to a still-red hobbit, "I would prefer it if you stay with one dwarf at all times. Should our burglar get injured-"

Bilbo rolled his eyes and bit into his apple, effectively tuning out the rest of Thorin's predictable speech.

End of Chapter 16

(I'm not sorry for the uncomfortable morning scene-ending, hahaha. XD) Hope that was an entertaining read. Comments will be appreciated! :)

Replies:

To Lucky Guard: ahahaha Ori is probably just scared! Nah sorry ahahaha when i type 'end' i rly mean the 'end of the chapter' oops! just forgot to type out the full form last time XD I'm planning to complete this entire story, don't worry! and thank you!

To KaiaRenkin: Hmm, maybe~~~

To LovesDragons: no spoilers ;)

To Reader-anonymous-writer: (my, my, i like you already XD) i shadn't confirm anything but i enjoy reading your inferences! (or is my story too predictable…? Hmm…)

Thank you! :)

-littlesparrowkeet