A/N: All right, now don't I feel dumb and dyslexic. A very helpful reviewer pointed out to me that I'd been spelling Fairbairns incorrectly as Fairborns. I apologize…it was stupid of me not to realize that. But that's good, on the reviewer's part I mean. If anyone else finds any other boo-boos like that please let me know at once. As I said, I've never written a Lord of the Rings fanfic before so I'm still kind of feeling my way in the dark trying to figure out how to do this. (I swear I feel like I'm writing a research paper…) If I can ever get them out of the Shire I've got all kinds of fun stuff planned that I really hope you will all enjoy! Thanks again to that reviewer for pointing that out to me. (Also, maybe Maxburry isn't that hobbity a name, but I like it and I don't really think Elfstan is that hobbity a name either, so it works.)

Disclaimer: I still don't own anything except Max, Elabelle, and some Hellspawn (and trust me, you don't want the Hellspawn).

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Chapter 2:

Evil Sleeps No More

When Max came to his senses again he wasn't at all sure where he was. However, his memory soon recovered as a glance revealed the odd girl who had started all this frightening business. He groaned and shut his eyes again, forcing away unbidden images of the quicksilver thing that he had watched slither across the floor. He felt drained in a way he had never experienced before. It wasn't just physical fatigue, but a straining on his very soul. He wanted nothing more than to forget the events that had turned his world on its head and fall into the welcomed void of sleep; but more than what he wanted, he needed answers.

Forcing himself up, he managed to struggle into a sitting position and pry opened his heavy eyelids once more. He blinked, becoming instantly more awake and alert as he found Elabelle staring at him wearing a strange expression that he couldn't quite place. Seeing she had been caught, she quickly averted her gaze and resumed the uncomfortable look that seemed her most common state of being.

"What?" he asked as he leaned back against the wall. She blushed and shook her head but he persisted and finally she sighed and glanced at him shyly.

"It's only…" she bit her lip and looked embarrassed, "I…I've never seen another like me before."¹ He gave her a confused look and she turned away to stare at the floor again.

"I'm not sure…you mean to say you've never seen another hobbit before?" he ventured to guess, wondering how that was even possible. She glanced up at him fleetingly once more before quickly nodding her head. He felt his eyes widen with shock and knew it was rude but couldn't stop himself. Who was this girl? Despite the flood of questions that threatened to break out of him, however, he recognized her familiar discomfort and decided it best to redirect their conversation instead.

"What exactly was that thing?" he asked quietly, "the Flash I mean." She looked up at him and he noted the tense, hard look that had come into her ruby eyes.

"That was a Hellspawn," she said simply. Max did not like the sound of that at all, but he did not interrupt. He recognized the look in her eyes now. It was the same look his grandfather Samwise used to get when he told his stories. Max knew from experience that the whole tale would be told in due time and not before.

"You've seen maps of Middle-Earth?" It was a rhetorical question but Max nodded anyway. "They all end at Mordor and the Rhûn even though you know in your gut, or perhaps in your heart, that there's still more to the east. They end because that land is uninhabitable by even the most foul of the monsters that ever crawled out of Mordor. Past Mordor and through Rhûn; that is the Forsaken Lands and it is the breeding ground for the Hellspawn.

"It was because of Sauron that those monsters stayed at home all these years. The Witch-King, for all his malevolence, did us some good after all. He kept the Hellspawn penned up back there, you see. They were afraid of him, more precisely afraid of being used by him. So they stayed put back there in the Forsaken Lands. But when Sauron fell, they had nothing left to keep them back there.

"I guess I should tell you more about the Hellspawn themselves. There are three types of Hellspawn: Flashes, Shades, and Mists. They live off souls of the living and grow stronger the more souls they devour. When they grow strong enough, they change; that is, a Flash becomes a Shade and a Shade becomes a Mist. The Hellspawn have no bodies of their own, so they must borrow those of other people to do their dirty work.

"Flashes are the weakest. You saw what they look like. They possess corpses or else those who are very close to death. The Shades are stronger. Shades look like shadows except that they are not cast by anything and don't fade or grow with the light. They can take the bodies of those who are sleeping or else those who are too weak-minded to keep them out. The worst are the Mists. Mists are just what they sound like: living fog. They possess people who can use magic, wizards and such. They use the magic somehow to get into people." At the mention of the Mists Elabelle's eyes had narrowed and by this point she was glaring at the bed sheets as though she might rip them to shreds any moment.

"How did you come to know so much about them?" Max asked.

"Master Toran told me," she answered automatically. Her eyes widened and she threw her hand up over her mouth like one who has just let some precious secret slip. When Max stared at her blankly, however, she visibly relaxed. Watching him closely, she began to talk again more slowly, gauging his reactions to her words. "Master Toran told me about the Hellspawn and how to kill them, 'Just in case,' he said. 'They're not creatures whose company you would relish,' he said, 'especially alone at night on a disserted road.' He…he taught me many magical things…though they're no use to me now." The last statement was almost too low for Max to hear but he did catch it. He remembered her saying something to that effect before, but she hurried on before he could ask.

"But you!" she suddenly cried, an odd light in her eyes as she beamed at him. He felt himself sink back against the wall a little more. "You can do magic every bit as good as I could at my best, even better! I would never have been able to kill a Flash on my first spell!"

"So…" he choked out, his mouth having gone suddenly dry, "that was a spell?"

"Of course! What did you think it was?" She gave him a lopsided smile which disappeared into an exasperated sigh as she realized more explaining was yet in order. "If you know something's name, you can control it, that's what Master Toran said. He said, 'Everything has a name in its own language. Fire has a name in the language of the fire; wind has a name in the language of the wind; and so on. If you know the name, you can manipulate the thing. That's what we common folk call a spell.' 'Gelzorn' is the name of the Flashes in the language of the Hellspawn. It's a horrible language. Just saying it leaves a bad taste in your mouth doesn't it?"

"Is your master a wizard?" Max heard himself ask. Elabelle looked at him for a moment and then laughed.

"No! Good heavens no! Well, when it comes down to it I always thought of him that way, but he would just shake his head and say, 'No, little one, I am not nearly powerful enough to disserve such a title.' Master Toran is…a healer; a gifted healer." Max stored that information away as another question swam to the forefront of his mind.

"You said that Flash was following you. Why would it do that?" Elabelle's expression immediately lost its humor. She gave him a serious and sad look as she spoke.

"This Mark on my shoulder," her hand unconsciously rose to it as she spoke, "it is very powerful magic. Indeed, if you had not sealed it I most likely would have ceased to draw breath some time ago now. When that happened, that Flash was going to use my body, for what I don't know and care not to imagine." There was silence for a long moment before her head, which had been angled at the ground after her previous confession, shot up again and she cursed.

"What a fool I am! What a damnable fool! What doom have I brought here with me?" she wailed, startling Max.

"Miss Elabelle, what is it?" Max tried to calm her.

"Those things, those demons, surely that one Flash wasn't the only one following me! And now look what I've gone and done! I've lead them right here! Gentle, innocent hobbits; I've put them all in such horrid danger!" She jumped up from the chair and started towards the door. "I can't stay here, not for another moment! And I'll remind you not to call me 'Miss,' thank you kindly!"

"Wait!" Max cried after her, "Where will you go?" She paused, and then turned to look at him thoughtfully. "North," she finally decided. "Well, it's really the only way to go. If I remember where I'm at correctly, only the sea lies west. I came from the south so that's a no go (who knows how many Hellspawn are lying in wait that way), and east would only take them to the very heart of this place. North is the only option left."

"But you can't go alone!" Max put in, getting to his feet as well and drawing himself up to his full height, making him just slightly taller than her. "You said before that you can't fight them, what if they catch up with you again? Or suppose whatever in Middle-Earth I did to that thing on your shoulder wears off, what then? No! You can't go it alone!" Her eyes widened.

"What exactly are you saying?" she asked quietly, as though she already suspected the answer but did not quite believe it.

"I'm saying…" he trailed off and searched hopelessly for the right words, wondering if he even knew the answer to her question. "I'm saying that…whether you admit it or not…you need someone with you." Remembering his father's words he felt suddenly inspired. "And…well, I carry a lot of weight around here, I have a lot of responsibilities, if you follow me. I never neglect any of my responsibilities, and tonight one of those responsibilities happens to be you!"

"What I'm trying to say," he concluded, "is that I'm coming with you, at least to see you safely well beyond the borders of the Shire. It's my duty." There was silence for a moment.

"No," she said definitely. Max nearly fell over at the unexpected refusal.

"What do you mean 'No'?" he cried.

"You have no reason to put yourself in danger for me. If you only knew me better you wouldn't even consider it. I can't let you do something so rash."

"I'm coming!" Max retorted. "I told you before, you can't go it alone! You'll be killed!"

"And what would you gain from dying with me?" she countered. She shook her head and continued, "No, I've given you no reason to help me."

"You've given me no reason not to either," he replied. As before when facing the Flash, he was suddenly filled with a warm feeling beyond his control, except that this time it wasn't magic. The feeling that flowed through him now was one he had read about in the Book many times. It was a need; a hunger for mountains, for clear cool rivers of distant lands, for dangers in the dark that are never enough to stop the determined traveler, for adventure! In that moment he was surer of this one decision than he had been about anything before in his considerably short life. "I'm coming."

Elabelle tried to come up with some other argument to dissuade him, but could think of nothing. Finally, sensing that defeat was upon her, she sighed heavily. Looking up at him, she fixed him with a look that was both thankful and apologetic.

"I came west hoping to find someone to help me," she said quietly more to herself than to him, "but now that I have, I wish I hadn't." She paused, and then gave him a tired smile. "I expect you're exhausted in more ways than one after that Flash, but I think it best if we leave before the sun rises, if you are still sure you wish to leave."

"I'm sure!" he responded immediately. Walking passed her he opened the door and held a finger to his lips in silent warning to be quiet. They crept into the kitchen, Elabelle looking all around her in wonder the whole time. At first he thought it strange, but than it dawned on him that if she had never seen another hobbit she mustn't have ever seen a hobbit hole either, though he wasn't sure if that made it more or less strange.

He whispered for her to wait in the kitchen and then scurried off to his room, noting that the clock on the mantel read just past one in the morning. He grabbed two packs from a hall closet on the way to his room and, once inside, clumsily threw a messy bundle of clothes into one. Looking at the other, he thought of going to sneak clothes from his mother's room for Elabelle, but realized that that would be too risky and the dresses would be far too big for the thin, bleached hobbit anyway. Shrugging he tossed some more of his own clothes in the bag and made a mental note to apologize to her later for offering her only boy's clothes.

He was about to leave the room but stopped at the door. Looking over his shoulder, he saw the Book on his desk. He hesitated, but made a quick decision and strode over to the desk. Taking a wrinkled shirt from his bag, he carefully wrapped the Book in it along with a quill and a tightly sealed bottle of ink. He stuffed it all into his bag before hurrying out of the room. He wasn't sure what lay ahead of him, but his gut told that it was just as worthy of being logged in the Book as the other stories there. Besides, what good was the Book Keeper without his Book?

¹ The Marking Rock is southeast of Westmarch and so Elfstan (and Elabelle) approached it going northwest. Traveling to Westmarch on that route, it is possible bypasses the Shire completely or at the very least a traveler might miss some of the more inhabited areas and not meet any hobbits (especially if they stick by the River Harfoot and then go through The Westwood). Elfstan came from this direction because he was returning from Gondor and passed through the Gap of Rohan and so was approaching Westmarch from the south.