Alright. I'm back with another chapter. Now we begin the events of Desolation of Smaug.

Now, for those who are wondering, the Avengers will soon be separating for a while. There's a lot more fighting in the story from this point on, and I feel that keeping all three of the Avengers together would mean things would be a little too easy.

Well, let's get to the chapter.

elyador: Tony won't be coming. This post-Civil War, pre-Infinity War, so Tony and Steve are still at odds with each other.


Chapter 12- A Friend?

Steve sighs a little bit as he wrings his hands. "What's taking Bilbo so long? He's been gone a while," he asks.

It's been several days since the escape from Goblin-Town. Since then, the Company has been continuing its trek east. Now, they're almost out of the foothills of the Misty Mountains. However, to their dismay, Azog had not given up his pursuit, and with the remnants of his pack, had continued chasing the company east. So far, they have managed to evade and stay ahead of him. But Steve knows that won't last long.

The Company had taken a chance to rest not long ago as Bilbo went off to act as scout, to see if Azog and his pack were closing in. By now, Steve is really regretting not asking Gandalf to ask the Eagles to carry them further.

A scuffling catches his attention. Steve looks up to see Bilbo hurrying back towards the Company. The noise draws the attention of the rest of the Company. Thorin hurries towards Bilbo and demands, "How close is the pack?"

"A couple of leagues. No more. But that's not the worst of it," Bilbo says.

"Have they picked up our scent?" Balin asks, knowing the incredible sense of smell of the Wargs.

"Not yet, but they will soon. We have another problem," Bilbo responds.

"Did they see you?" Gandalf asks. Bilbo has just enough time to look at Gandalf before Gandalf, jumping to conclusions, determines, "They saw you!"

"No! No, they didn't see me," Bilbo says quickly.

Feeling confident again, Gandalf looks around at the Company and says, "Hmm. What did I tell you? Quiet as a mouse."

The rest of the Company nods and murmurs their assent. Steve, however, notices that something else is on Bilbo's mind, says, "Enough, guys. He's trying to tell us something."

"Thanks, Steve," Bilbo says before addressing the whole Company, "What I'm trying to tell you is that there is something else out there besides the Orcs."

Everyone goes quiet. A few moments pass in silence before Gandalf speaks up and asks, "What form did it take? Like a bear?"

Bilbo looks at Gandalf, slightly confused. "Ye-yes, but bigger. Much bigger," he replies.

Gandalf looks off into the distance. The rest of the Company quickly catches on, and Bofur asks in a slight accusing tone, "You knew about this beast?"

Gandalf turns around and looks the other way. Bofur looks around and suggests, "I say we double back."

"And be run down by a pack of orcs?" Thorin asks incredulously.

The Company begins to argue about the best course of action. However, after only a second, Gandalf speaks up and says, "There is a house. Not far from here, where we might take refuge."

"Whose house? Are they friend or foe?" Thorin asks skeptically.

Gandalf sighs a bit before responding, "Neither. He will help us, or…he will kill us."

The Company looks among each other as Bucky leans over to Steve. "That doesn't really inspire confidence," he says.

"What choice do we have?" Thorin asks after a few moments.

Almost immediately after this question, a loud roar splits the air, drawing everyone's attention in the direction Bilbo just came from. Steve, Bucky, and T'Challa all look at each other with concern. That roar doesn't sound like any bear they've ever seen or heard of.

"None," Gandalf says in answer to Thorin's question. Now all fearful of this creature and the Orcs, the Company quickly turns to follow Gandalf down the mountains.

Bucky looks at Steve and says, "Honestly, after the Eagles cut them down to size, I think with our help, the Company could deal with Azog's pack."

Steve looks at Bucky and says, "I want to agree with you, but it's not worth it to chance it. And honestly, I'm getting a little tired. We all need a rest. But, I will say that one way or another, this ain't gonna be good." Bucky just nods before the three Avengers hurry after the Company.

The Company makes its way down the slopes as fast as it can, running as much as possible while clambering over the rocks and around trees. By later that afternoon, they've reached the base of the foothills, crossed a massive field, and are now in a forest. They can hear the distant howls of the wargs, and know that Azog's pack is closing in.

As they near a clearing in the trees, another loud roar splits the air. Just like the one that they heard earlier when up in the foothills. The whole Company stops, temporarily frozen in fear. This roar sounds a lot closer than the last one.

"Move! Run!" Gandalf yells, and the rest of the Company resumes running after Gandalf. The Avengers give each other a quick nervous glance before following them.

They soon break through the trees into a massive field. And right in the center is a large house, surrounded by trees and a large hedge.

"Hurry!" Gandalf urges, and the Company spurs itself even faster. To the surprise of many, Bombur sprints right past the rest of the Company, right to the front of the line.

Another roar splits the air as the Company sprints through the gap in the edge and races down the path towards the front door. "Hurry! Get inside!" Gandalf urges, standing at the gap in the edge to make sure that everyone gets through. The dwarves race past him, so consumed with getting into the house that they don't even notice the bees as big as small birds flying around.

As the three Avengers reach the gap in the edge, a noise behind draws their attention. They and Gandalf all turn as a massive cracking of branches can be heard. A second later, a massive bear, several times larger than any they've ever seen, lunges out of the trees with another roar, and begins running right towards the house.

"Quickly! Into the house!" Gandalf cries.

At the front door, the dwarves are desperately trying to open the door. Finally, Thorin manages to raise the door's exterior bolt. The dwarves surge against the door, and it flies open. They all race into the house, several of the dwarves holding the doors while waiting for the rest of the Company.

Gandalf and the three Avengers are the last ones through the doors. As soon as they are in, the dwarves holding the doors try to shut them. They manage to get one door shut. But, before the other one can fully shut, the bear slams against the door.

Every dwarf that can shoves their body up against the door, trying to shut it as the bear growls and snaps its jaws. Steve jumps forward to help, trying to shove the door shut. At the same time, Bucky draws Anguirel, ready to attack the bear if need be. Beside him, Bilbo draws his sword and points it at the bear.

For several tense moments, the dwarves and Steve struggle against the bear. Then, the bear seems to give up, at least for a moment. And finally, they're able to shut the door.

"What is that?" Ori asks as he looks back at Gandalf, exhausted from all the running and the struggle against the bear. Most of the dwarves are still watching the doors, as though expecting the bear to try another attack.

Gandalf looks right back at Ori and says, rather nonchalantly, "That is our host."

The entire Company, including the Avengers, looks at Gandalf as if he just suddenly started speaking an unknown alien language. Gandalf looks around at the Company before saying slowly, "His name is Beorn. And he's a skin-changer. Sometimes a big black bear. Sometimes he's a great strong man. The bear is unpredictable. But the man can be reasoned with."

That sure sounds like someone I know, Steve thinks to himself, thinking about Bruce, and hoping that Beorn as a man is just as nice and easy to talk to Bruce.

Gandalf looks around at the dwarves before continuing with, "However, he is not over fond of dwarves." The dwarves all look around at each other, feeling rather alarmed by that statement. The Avengers, however, are looking around the house, now realizing that the place seems to double as a stable, as various kinds of livestock are wandering around, eating straw off the floor.

As the dwarves wonder whether or not staying here is actually wise, Ori takes a peek through a crack in the door as growls from Beorn can be heard. He looks back and says, rather nervoudly, "He's leaving."

Dori hurries forward and grabs Ori, pulling him back as he says, "Come away from there. It's not natural. None of it. It's obvious. He's under some dark spell."

Gandalf scoffs a bit before replying, "Don't be ridiculous. He's under no enchantment but his own."

"How did he get this power?" Steve asks curiously.

"That remains a mystery," Gandalf replies.

He pauses for a few moments, then says, "Alright. Get some sleep, all of you. You'll be safe here tonight."

The dwarves grumble a bit, not particularly happy with their lodging arrangements, but all of them start looking for spots to sleep. As they do, Gandalf looks in the direction of the door and whispers, "I hope." He says it too quietly for the dwarves to hear, but Steve, Bucky and T'Challa all look at each other, feeling very uncertain about this.


Night has now fallen over Middle-Earth. Deep in Mirkwood, in the fortress of Dol Guldur, Azog and his pack have arrived, having received the Necromancer's summons from Bolg when he founds them in the forest outside Beorn's house. As the rest of the pack waits, Azog walks up through the fortress until he reaches a walkway that just ends over a large pit. As he walks out to the end, the very air around him seems to shake. A few moments later, a large, dark shadow forms in the air in front of Azog.

A deep booming voice, speaking in Black Speech, echoes through the surroundings. "WE GROW IN NUMBERS. WE GROW IN STRENGTH. YOU WILL HELP LEAD MY ARMIES."

"What of Oakenshield?" Azog demands, feeling that the Necromancer was overlooking his chief demand from the beginning.

"WAR IS COMING," the Necromancer's voice echoes as the shadow shifts positions.

Azog bristles with anger. He takes a step forward and says to remind his master, "You promised me his head!"

The Necromancer surges over Azog before saying, "DEATH WILL COME TO ALL!" His dhadowy form then dissipates into his surroundings, leaving no sign he had been there at all.

Azog stares off into the distance for a few moments. Then, footsteps behind him draw his attention. Azog turns around and sees the Captain of Dol Guldur walking down the walkway towards him, his armor clinking slightly as he walks.

"I have informed Bolg he will take over the pursuit for the time being. If that is acceptable to you for your spawn to take your place in the hunt," the Captain says.

Azog snarls angrily. "It should be me. And I do not recall telling you to set Bolg to lead the hunt," he says.

The Captain smiles. Then, faster than Azog can react, the Captain draws his sword and swings the point of it up under Azog's chin. Azog's eyes widen a bit, and he steps back.

"Really? Need I remind you who answers to who in this place? And do we need to have a repeat of the last time you disobeyed me?" the Captain says.

Azog gulps a bit, recalling that unpleasant memory. He shakes his head as he says, "No, Lord Schmidt."

In front of Azog, Johann Schmidt smirks evilly. "Good. I would hate to have to remind you again," he says. He pauses briefly before saying, "Our Lord's plans come first. Soon, you will be able to exact your revenge against all of Durin's Folk. And Middle-Earth will fall before us."


And, I'll end there.

So, yes. The Captain of Dol Guldur is the Red Skull. In this, the Tesseract transported him to Middle-Earth instead of Vormir. Obviously, if I end up doing an Infinity War-Endgame story, I'll do something different with the Soul Stone. But, I felt I needed an extra challenge for the Avengers here in Middle-Earth, so I felt Red Skull would be an interesting choice.

Next chapter should be up within a week or two. My next semester of school starts in about two weeks, so I'll try and get the next chapter up before then. Until then, leave a review, and stay tuned!