The Company waited nervously for Bilbo to return. He had been sent to scout out the trajectory of the Orcs pursuing them. The news that he returned with was less than welcome.

"How close is the pack?" Thorin demanded. Bilbo struggled to catch his breath.

"Too close. Couple of leagues, no more…"

This sent a ripple of chatter through the Dwarves. Bilbo waved his hand angrily to catch their attention.

"But that's not the worst of it-" he started but the Dwarves once again began to pepper him with their questions. He shushed them loudly. "Will you listen?" He demanded. "There's something else out there! Not like an Orc, it's much bigger-"

"Bigger?" Nadi hissed, shaking Fili to catch his attention. "What out here is bigger than an Orc, then?" He shrugged her away.

"What form did it take?" Gandalf asked urgently. He had made a rather unexpected reappearance after missing for two days. The Orcs' ability to maintain proximity during their retreat had been harrowing. It seemed as if the night that they spent by the pond, happily oblivious in thinking that they had escaped their assailants, was far gone in the past. "Was it a bear?"

"Y-yes," Bilbo stuttered, having just then realized what the creature reminded him of. He furrowed his brow. How did Gandalf know? Bofur voiced the question on all of their minds, but Gandalf was not forthcoming in explaining and simply turned away.

The Company began a heated debate on their course of action. To double back, away from the bear, would mean running straight into the arms of the Orcs. But remaining idle in place would also spell their peril. Bilbo was about to chime in when he noticed Nadi. She had backed away from the group and let herself down gingerly upon a pile of rocks. She looked as if she was having trouble breathing. He made a move to go towards her but she stopped him with a single, angry glance.

Right, he thought to himself as he watched her try to collect herself. She had been attacked by a bear many years ago in the woods that gathered around the edges of Dale. The scars that bubbled along her arm and face was a testament to that. It seemed at that moment that Bilbo was the only one privy to her hesitation. She pressed a hand to her stomach, seemingly on the verge of sickness, and then looked at him with a much softer gaze. Don't remind them, her eyes said, I don't want them to think that I am weak.

He closed his lips, nodded. He would keep her secret. She nodded back and let her head fall back against the boulder behind her.

"There is a house where we may take refuge," Gandalf was saying.

"A Friend?" Thorin asked. "Or foe?"

"Neither. He will help us or he will kill us," Gandalf said simply. Nadi groaned.

"What choice do we have then," she said in a creaking voice. A guttural roar echoed through the hills surrounding them. The sound of it sent a chill through their bones as they huddled together.

"None," Gandalf said. "Fly now!"

Scrambling and panting, they ran as fast as their legs could take them down a stony path. The ground beneath their feet opened up upon lush beds of grass. As the sun burst from the clouds and illuminated their way, they were led by Gandalf into the gardens of a modest shack. Another roar sounded out from behind them, closer this time. Nadi screamed and then swung around. As the Dwarves piled upon the thick wooden door, she stood her ground with her ax held before her.

The bear crashed through the trees, its spit-slickened snout snapping and its heavy paws beating the earth.

"Nadi!" Bilbo called. The others were too busy pounding at the door, oblivious to the fact that she was in trouble.

"Come on, I'll take you on this time, you foul beast! I swear I'll kill ya!" She cried and swung her ax upwards. The door to the shack burst open and Bilbo ran towards her. He hooked his fingers along the hem of her trousers and yanked her off of her feet. She was much heavier than he anticipated, kicking and squirming as she was, but he was just barely able to drag her through the doorway. The beast's snout wriggled through the crack in the door, its teeth gnashing upon the point where Nadi's leg had just been, but with a tremendous effort, the Company was able to slam and lock the door in place.

The Company stood panting and gazing about themselves in wonder. They had made it, they had actually escaped the behemothian bear. A furtive cheer went up but Bilbo was having none of it. He marched up to Nadi and stuck his stubby finger in her face

"What did you think you were doing?" He demanded to know. Never before had he spoken to someone so angrily, especially not a Dwarve. But he didn't care. Her foolhardiness would not be tolerated if he had anything to do with it. "You could have gotten yourself killed!"

She said nothing to him. Instead, she had scooted herself into a corner and was muttering angry words of Khuhzdul beneath her breath. Her eyes darted from his face to the wooden beams on the ceiling to the fist-sized bumblebees whispering through the air. She looked quite looney, and Bilbo's irritation soon turned to confusion. It was like she was no longer aware of where she was.

"Ah, best to leave her," Fili said and put a hand on Bilbo's shoulder. "She'll be fine once she runs out of curses."

"What was that foul thing?" Ori asked in a frightened squeal as he turned to face Gandalf. The old wizard huffed.

"That," he said grandly. "Is our host!"

Nadi exclaimed something in their tongue but Gandalf ignored her.

"His name is Beorn," he continued. "He's a skin-changer. And not overly fond of Dwarves."

"S'not natural," Dori said, pulling his brother away from the doorway. "Skin-changing and whatnot. He must be under some dark spell."

"Don't be a fool," Gandalf said. "He's under no enchantment but his own. Now, get some sleep, all of you. We shall see what comes of tomorrow morning."

X

Bilbo had much trouble sleeping that night. He lay awake, drumming his fingers upon his chest and staring at the speckles of wood grain in the ceiling. As was their usual, the Dwarves were snoring grandly upon the dirt floor. Nadi had balled up in a corner and was still whispering to herself curses of the bear. But it wasn't this that kept him awake.

He felt as if he was forgetting something, or that something was calling to him from a distance. He reached in his pocket and pulled out the ring that he had taken from the foul creature Gollum. The sight of it in his chubby little hands calmed him but also awoke in him a deep yearning that he did not understand.

Something pricked at his conscience and he realized that the whispering had stopped. He turned and saw Nadi sitting up in her covers. Her eyes were like silver pinpoints in the dark.

"What is that?" She asked in a loud whisper. A black mood fell upon him then and he clutched the ring to his palm.

"Nothing, go back to sleep," he said in a voice that came out very rough.

"Is it a ring? Perhaps to symbolize our union-"

"Be quiet!" He said, quite loudly. Bombur gave a surprised snort and rolled over in his sleep. "It's not for you!" Bilbo added quickly.

He wasn't sure why he had felt the need to add that last part. He sensed her staring at him for a moment before giving a defeated sigh and throwing herself back onto her blankets. He immediately regretted being so unkind - she had been joking, after all - but something had come upon him. He just couldn't explain it.

He placed the ring in a pocket beneath his vest and tried to sleep. But slumber eluded him that night. He lay awake all night, his mind stirring beneath the sound of an unknown language, the ring laying heavy and cold upon his breast.

X

He woke the next morning to the sound of a bumblebee whirring above his head. Black mood forgotten, he straightened up and stretched his arms above his head. For the first time, he noticed the odd beauty of the large shack. Wooden shelves bearing glistening honeycomb and clay pots stood everywhere. Dried herbs hung from nails that splintered the ceiling and dishes larger than his head stood piled in all corners. He wondered what sort of person occupied the shack. They must have been big, with an appetite to match ten Dwarves.

He arranged his belongings in a neat little pile and followed the voices of the Dwarves who had gathered at the wooden door. He stopped and patted a shaggy bull on the nose before situating himself within the chattering group. Somewhere, from within the garden, came the sharp, sudden sound of wood being chopped. Bilbo realized, with a start, that this must have been their host.

Tensions rose within the Company as they attempted to figure out a course of action. Half of them were of the mind to sneak away (after all, they were not fond of encountering the bear-turned man that had tried to attack them the previous night,) but the other half scorned the idea of having to run away, again.

"There's no point in arguing," Gandalf said sharply. "We cannot pass through the forest alone, not unless you fancy being hunted down. We need Beorn's help. Bilbo," he said suddenly, "you and I will go out to meet him first. It's best that we take things slow, introduce ourselves in pairs so as not to alarm him. House by house. And..eh, Bombur, perhaps you should come out alone. You count as two Dwarves on your own."

Bombur said nothing to this and simply crunched down on a carrot. Nadi was whipping her head back and forth and counting on her fingers. Before Bilbo could disagree, he was prodded out of the door by Gandalf. As he walked the dirt trail, he heard Bofur ask if Gandalf would signal when they should come out and, if so, just what was the signal. But Gandalf was too busy worrying to hear him.

His breath caught in his throat as he gazed upon their host for the first time. The man was very tall, taller than Gandalf, with a blackish-grey mane that cascaded along his back. The muscles beneath his brown skin gleamed as he lifted his ax and let it down upon a block of wood.

"Good morning," Gandalf sang in a voice very unlike his own. Bilbo twitched his nose and tried to look as confident and unassuming as possible. The man named Beorn turned and fixed them with wild brown eyes.

"Who are you," he said in a voice that resembled a low growl.

"I am Gandalf, Gandalf the grey. I'm a wizard! Perhaps you've heard of my colleague, Radagast the-"

"What do you want?"

"Ah, well, simply to thank you for your hospitality. As you can see, we took lodging in your-"

Beorn made a sudden move that made Bilbo duck behind Gandalf's back. But he had only been readjusting his hold on his ax. Beorn's eyes sought him out and widened ever so slightly.

"Who is this little fellow?"

"This? This is Master Baggins, from the shire!"

"Hello," Bilbo said and was promptly ignored.

"He's not a Dwarve, is he?"

"No, no. He's a Hobbit."

This seemed to set the man at ease. His broad chest heaved as he directed his inquiries to Gandalf, who in turn did his best to explain the reason for their intrusion as best as he could. As he spoke, he waved his hands about. The Dwarves within the dwelling mistook this as the signal and Bofur ushered Dwalin and Balin ahead. Beorn gave an angry grunt.

"I must confess," Gandalf said sheepishly. "Several of our group are, in fact...Dwarves."

"Do you call two several!?"

Gandalf began to stutter and mumble to himself. As Bilbo stood aside feeling very awkward and out of place, the wizard raised his hand and began to count on his fingers. Again, the Dwarves mistook this for a signal, and Oin and Gloin tumbled out.

All was not well, Bilbo realized, for every time Gandalf raised his hand a new set of Dwarves walked out of the house. Beorn's eyes went wilder as he took in the wagging beards and grumbled greetings (the latter of which were not offered by the scowling brothers Fili and Kili.) Still, more and more stumbled forward until finally, Thorin made his grand entrance.

"Thirteen Dwarves," Beorn said, his eyes roving quickly between their faces. "Thirteen more than belong. Is there another?"

"Er, no," Gandalf said, turning around to count them. "Ah, let's see. Gloin, Dori, Bofur, Bombur, Nori, Ori, Oin, Fili, Kili, Balin, Dwalin, Bifur, and Thorin. I am pleased to inform you that that is all-"

There was a violent clamor and clatter from inside the shack.

"Wait!" A voice cried from beyond the doorway. Bilbo buried his head in his hands and shook his head.

X

"Go, go, go! That's the signal!"

"Wait-" Nadi said but it was too late. Dwalin and Balin trudged out, followed by Oin and Gloin. She hurriedly counted on her fingers as Nori and Dori moved past her, then Fili and Kili. Good, she thought, if all went well she would walk out with Thorin and maintain the semblance of order that Gandalf had asked of them.

But all did not go well. Bofur gave the signal too soon. The Dwarves in the shack became disoriented. Suddenly, Nori, Bofur, Bifur, and Bombur were tumbling out of the doorway like bats out of hell. This confused her greatly and she put her head down to count out her fingers.

"Eleven, twelve, thirteen...fourteen!" She looked up and realized, much to her alarm, that Thorin was no longer standing beside her.

Damn, she thought. She was so busy counting and waiting for Bofur's cue that she hadn't noticed him walk out of the door.

"Thirteen Dwarves," she heard a grating voice say, "Thirteen more than belong. Is there another?"

She grabbed fistfuls of her hair and paced around, muttering curses to herself as Gandalf said something beyond the doorway. Now I've really done it, she thought to herself and kicked a nearby shelf. The impact sent a jolt of pain through her injured calf and she hopped about, subsequently bumping her head and sending a row of pots clattering to the floor.

"I've ruined everything. Gandalf said, 'come out in sets' but I was too busy counting to notice! Damn, what'll the skin-walker think when he sees me walking out on my own, like some kind of party surprise? He'll tear me to shreds he will or-" she gasped and smacked her forehead. "No, wait! They've probably forgotten about me. If I come out too late, that'll really shock 'im. Then he might attack and - damn it all! Wait!" She gathered her courage and rushed out the door.

"Wait! Wait! I'm here! I'm Nad-" her eyes found Beorn and she stumbled to a halt in front of the other Dwarves. Slowly, her eyes traveled from the tree trunks that were his thighs to his scarred, heaving chest and finally his wide, brown face. A stream of sweat rolled down his nose and she gulped, suddenly thirsty.

"You are not...what?" Beorn asked, mishearing the start of her name. Her gaze bounced up and down his figure again as she tried to find her words.

"I am not...sure of what to say," she said, as if in a trance. The Dwarves began to mutter behind her but she did not hear them. "You're so...hairy...and muscular." Someone gave her back a shove and she quickly squared her shoulders. "I'm Nadi," she said breathlessly. "May I service you? I mean - at your service!"

She bowed so low that her nose almost met her knees. The band came out of her hair and she stood up quickly, her cheeks darkening at the sound of the Company's laughter.

"May I service you," Bofur repeated in disbelief before falling forward into a fit of cackles. Thorin bid them be silent and the laughter ceased immediately. Beorn scowled and took long, slow steps towards her. His shadow enveloped her entire body and she began to quake as she looked up at him.

"You are different," he said, his nostrils dilating as he sniffed the air around her. "You are a woman."

"Aye," she said, finding her voice. "An unwedded woman."

This caused a bit of commotion in the Dwarves behind her. Kili threw his hands up in the air and turned away. "Fili, take your ax. Aim straight for my head. I can't take any more of this. Please."

But Gandalf saved them in the end. With a voice that he hoped masked his irritation at the star-struck she-Dwarve, he noted the time of day and asked Beorn if they could, perhaps, stay for dinner.

X

They gathered that night in the shack with lightened spirits. Beorn proved to be a kind host as he moved about their table and refilled their mugs with the sweetest spring water that they had ever tasted. As they conversed, Nadi sat by the window with her chin in her hand. Bits and pieces of their conversation floated back to her. It was Gandalf's opinion that they travel through Mirkwood but Beorn suggested against it, on account of the darkness that lay within the trees and the flighty nature of the Elves that resided there.

Usually, this sort of talk would have piqued Nadi's interest. But she couldn't take her eyes off of the trees that bordered Beorn's land. She felt as if something - or someone - was watching the shack.

"I don't like Dwarves," Beorn was saying as he picked up a mouse that Dwalin had pushed away. "But Orcs I hate more. What do you need?"

The hairs on the back of Nadi's neck stood up. She straightened up and clutched the edges of the windowsill. The sound of air flitting through someone's lungs was loud in her ear and suddenly Beorn was right behind her.

"Another friend of yours?" He growled.

"No," Nadi sputtered. She recognized the face of the woman standing in the shadows of the trees. "It's...her. The woman."

Ana.

Beorn did not hesitate. He crashed through the open doorway, Nadi fast on his heels. Once outside, he launched himself onto all fours and began to run. Nadi struggled to keep up with him. She watched in awe-struck fear as his body began to change. Once a tall and imposing man, he had suddenly transformed into a bear in front of her very eyes. The sight of it set the memory of being attacked alight in her head, but she ignored her repulsion and put a hand on his flank. Panting, she grabbed a tuft of his fur and swung herself onto his back.

The bear roared as her heels ground into his side but he continued to run. The man within recoiled at the thought of having a Dwarve riding his back, but the mystery at hand was too pressing for him to try and buck her off.

He came to a sudden stop at the treeline and ground his paws to a stop. His large head dipped to the ground and he snuffled the freshly turned leaves. Gently, she slid off of his back and looked around. The wood of the ancient trees creaked and moaned, taunting her, it seemed. But neither shadow nor brush revealed the shape of the shadow-face woman.

Beorn had disappeared deeper into the trees. Nadi bent onto the ground and tried to seek out freshly-made indents where the woman might have set her foot. But there were none. Had Beorn not seen the woman, too, Nadi might have believed that she had seen a ghost.

Thirty minutes passed in which she and the bear searched through the grounds. When Beorn returned, she had her nose to the ground and her fingers around a clump of broken stalks. She was surprised to see him in his man form, and hurriedly diverted her eyes from his nudity (which was hard to do as her head only came up to his waist level.)

He stopped a few paces before her and threw his body against a worn tree trunk. He was panting terribly and his face was drawn, greyish. Changing bodies must take a toll on him, she thought as she unhooked a water satchel from her belt. She walked towards him and held it out.

He looked at it and shook his head. "How did you know? About the woman?"

It took Nadi a moment to decipher his meaning. He was asking how she'd been able to see the woman from so far away. "I was raised in the woods," she said. "I know unnatural stillness when I see it. Her colors, they didn't match the foliage around her. So my eyes were drawn to her. Besides, I know when a predator is watching. I can feel it."

"You are different," he said again before beginning to shuffle away, back towards the shack. She hurried to catch up to his loping form. They had a while to go before they reached the others.

"Have you seen her before? The woman?" She asked. It was a while before he spoke and when he did, he didn't look at her.

"She comes sometimes. Hides in the shadows of the trees."

"Who is she?"

"An abomination."

He would say no more and Nadi didn't feel it appropriate to ask. She found it odd that she had encountered Ana in the valleys leading away from the Misty Mountain. And now she was here, in the forest bordering Beorn's land. The word abomination struck a chord of fear in her heart. What was so unnatural about Ana that Beorn would not speak on it?

They finally reached the border of Beorn's home. If the Dwarves were surprised to see Nadi trudging along behind his bare limbs, they did not speak on it.

He disappeared in his stable and returned in a pair of trousers, several ponies by his side. He gave them instruction to leave the ponies at the entrance of Mirkwood and warned them that their enemy was not far behind. While he spoke to Gandalf, Nadi busied herself with saddling her pony. So engrossed was she with her task that she missed the odd looks that Kili cast her from time to time.

The woman, Ana, must have been following them, she thought to herself as she mounted her pony. There was no other way to explain it. But why? What did they have that Ana wanted?

"Enjoy your night with the naked shape-shifter," Kili asked as he rode past her. "Did you service him or were you at his service?"

"Kili, I will cut your beard off in your sleep. Wait," she snickered and cast him an evil glance. "I forgot. You barely have one."

He gave a haughty tsk. "Naughty Nadi," he hissed before trotting ahead to join his brother, leaving her to wonder just why the name Ana sounded so familiar.