AN: And so Desolation begins! I've written and re-written this thing quite a few times now, but I think this one's got the right ring to it.

I also want to thank all y'all for helping this story reach 12K views, and further remind all y'all to review as many times as you feel like it.

Review time:

Guest on Dec. 7: No, no it can't, which is why I always side with the Imperials because Ulfric is nothing more than a Thalmor sock puppet.

Other guest Dec. 7: I, uh... what? I've read your review about fourteen times now, and other than sounding like it was copy-pasted off of the Wiki, I understand it, I think? And yes, Sauron is very good at persuasion, I mean, just look at his time as Annatar.

Guest Dec. 16th: When I do the inevitable rewrite of this, I definitely will. I'm sure of it.

Jindrich Castka: DM me if you have specific modded ideas you want me to bring in, and I will have each of the Daedra appear at one point or another.


Brænna's cloak fluttered in the predawn air as she rode on Odahviing's back, circling above the Dwarves, making sure nothing lay in their way. A splint had been fashioned for her leg, though every morning she tried to eke out as much healing as she could from her low reserves of Magicka. Kíli had offered to help, excited to try out his own limited magic, but Brænna had (kindly) cut him off before he could even finish offering.

"For one, it's too dangerous without training, and as it is, your current pool of Magicka is too small to use without overextending yourself. For two," and she let herself chuckle dryly at this, "it would only irritate Thorin."

This had been her only interaction with the young Dilfahliil, as most of the day she soared above, and he was blocked or forestalled by another member of the company making forced conversation.

It seemed for the best that she interacted little with the Dwarves. In the two days since she had revealed Odahviing to the Dwarves, none had spoken a word to her, though the unsubtle whispering affirmed the fact that they had not forgotten her existence. Gandalf, who she had thought of as the most rational member of the group, had been cagey and guarded, especially when Odahviing was visible. In addition to these troubles, her inner turmoil, in more ways than one, was Alduin, and the World-Eater's prospective return, not to mention the frightening and rather dangerous fondness she had for a certain Dwarf.

Seeing Kíli not-so-subtly kept from meeting with her, she decided to remain several paces away from the camp each night, and were it not for her leg, she would have had to hunt for her own sustenance. It seemed, though, out of the kindness of his heart, Bilbo had chosen to bring her whatever meal Bombur had created, questions evident on his face, but none spoken aloud. She didn't blame him; after Thorin's heartfelt outburst of affection, he walked a razor's edge between trust for the company, and being her friend.

"You sound troubled, Mal Ilit," Odahviing said as he banked to double back toward the company.

Oh, if only you knew, she thought, and said, "There have been a few things that I've learned, and part of me regrets coming here, to this 'Middle-Earth.'"

"Draal Fun?" (Pray Tell?) Odahviing asked, his great head turning slightly towards her.

"Do you remember the old Dovah legend you told me after I told you about Miraak? About how as a Dovahkiin used their power, they became more Dovah and less… them?" she asked, and felt his rumble in response. "It… it doesn't seem like that's true. They don't change to show what they are. As far as the both of us know, the only other Dovahkiin becoming Dovah was Miraak. He… made a deal with another Dovah, trying to become a God, of sorts…" she trailed off.

"Have you made such a deal? I did not think you would," he reasoned, wings clawing at the air, driving them upwards.

"I did not have to," she answered slowly. "I have been told that I was destined to be such a vessel," and paused. "By Alduin."

Odahviing froze midair, and they dropped, making her yelp, then groan as her broken leg was jostled.

"Alduin? You defeated him in Sovngarde!" he growled, the spikes on his neck raising slightly. All too suddenly, Brænna was reminded that, before her, Odahviing had been Alduin's right-hand after Paarthurnax's defection, and was worried that, at this new evidence, he would return to aid his once-master.

"Peace, Mal Ilit," he eased. "I have told you, Alduin proved himself unworthy to rule. Have the years counted for nothing?" he asked, sensing her agitation.

"You're right," she said. "I'm sorry, I shouldn't have doubted you. You've done nothing but be an ally, a friend to me."

He rumbled, obviously pleased at her trust, but electing not to say so. Instead, he reminded her of more pressing matters.

"Each Dovah soul I collect not only empowers me, but Alduin as well. He lies in wait; I do not know how many he needs to return, though he seems content to wait until the collection of all that remain. And the only way I can find peace and move on-"

"-Pah do Fall Dreh kent viir wah Ahkos," Odahviing finished.

"All the Dov must cease to exist, yes," she said, then threw her hands up in the air. "I don't know what to do!" she cried out. "It feels selfish of me to consider my own rest at the cost of everyone else's, and I'm certain I'm only complicating things!

"How so?"

"I've gotten… attached to members of the company, and I fear I cannot, will not sacrifice them, even to defeat Smaug."

"The Dilfahliil Kíli, I assume? Huznu gein."

"He's not that reckless," she defended, feeling the great red Dovah laugh beneath her, then gripped the saddle tightly as the Dovah dove towards a gathering of Orcs and Wargs fleeing from the pair.

"You know how dangerous it is to involve yourself with Joore. I had almost expected abstinence from relations after Faendal," he said, after his Thu'um had decimated their ranks, sending them scattering.

Brænna flinched outright at the mention of her late husband, and said, "You're right. Don't worry about it."

"This is why Dov do not afflict themselves as Men and Mer do," Odahviing said, the fire in his maw quenching itself. "Mortality concerns us not, or used to not, before the age of Dovahkiin."

"Oh, you're no help," she sighed.


Dawn, in its slow, inevitable way, crept over the horizon, and the pair landed a ways away from the Company. The Wood-Elf gently slid off her "saddle," and down Odahviing's side, and limped into the clearing. Her leg was making progress with healing, but she had reasoned that she would be better served as a magical defense against Orcs than a physical one, so she had halted her leg's magical treatments in favour of the natural way.

Once she was close enough not to shout, she said, "The Orcs, while still following us, are far enough away to not cause us trouble. If what I believe is correct, then they will follow Odahviing and I instead of our company. We will lead them to the mountains in the north," she said, shifting her weight to her uninjured leg, "and either decimate them there in the narrow passes, or leave them where they will have to double back on us. Either way should buy us enough time."

Her gaze flicked from Dwarf to Dwarf as she said this, and while none would meet her eyes, she received a derisive grunt from Thorin who hadn't even bothered to turn to face her, before continuing his own conversation with some of the others. This, and all the other slights, offenses, and mistrust of her in the past half-week made her draconic blood boil.

"ENOUGH!" she bellowed, then snarled at herself for allowing the Thu'um to "leak" into her normal voice. "I understand. You feel betrayed because I kept this information from you. Because I didn't tell you immediately that I had the exact thing you hate as an ally. I understand, but frankly the fact that you are all trying to deny my existence is preposterous!" she said, clenching her hands into fists to keep them from shaking in anger. "And not just you, Thorin, but all of you. My entire life I've seen wars rage, kingdoms rise and fall, dynasties go extinct, but throughout that," she said, stepping forward to confront Thorin, "I have seldom met people as hateful, xenophobic and downright racist as you, Thorin. You think you're the only one to have lived and lost? Most of my race was systematically exterminated by the High Elves of the Dominion, their homes put to the torch in their infamous purges. By other Elves."

She whirled on the Wizard then, saying, "I expected a lot from you too, Gandalf! I am the same person you met at Bag End, Odahviing notwithstanding. If you could trust Brænna of Skyrim, why do you not trust the Dovahkiin? You have gained a powerful ally in your fight against Smaug."

Hands clenched, she turned back toward the company, breathing heavy, eyes hard, but then she softened, shoulders slumping and hands relaxing. "Have I done anything to harm any of you?" she half-whispered, anger having depleted, left only with hurt and weariness.

"She's right, you know," a voice piped up from the back of the company.

The group split down the middle to look at the Hobbit who had spoken up. Embarrassment coloured his face, but he cleared his throat, and raised his chin. "It's not fair, treating her like this. Yes, of course she hid this from us, all of us would do the same. No, it's not entirely acceptable, but we cannot hold onto things that don't even cause us harm. Odahviing," he said, slightly stumbling on the name, "has made no moves to harm us, and I doubt he ever will. Brænna says she has her powers under control, and I, for one, believe her. I'm not saying we entirely forget, but we need to let it go if we work together."

He walked down the impromptu alley, all the Dwemer staring at him as he passed, to stand next to Brænna, whose eyes teared up at the kindness of the small Hobbit. The only sounds were the crackles of the campfire and the calls of early-morning birds as Bilbo's words sank in.

Brænna smiled when, without a second's hesitation, Kíli strode to stand on her other side, having known Odahviing the longest. Soon after was Fíli, trusting his brother's judgment and his own, also having known Brænna. Much to the surprise and sorrow of Dori and Nori, Ori went to stand on her side of the invisible line, saying that she had been nothing but kindness towards them, and keeping her temper, and powers, under control. By virtue of where he was standing, Gandalf stood neither on Thorin's nor her side of the line, and looked to be making no moves to either side. Bofur, Oin, and even Balin strode to stand by her.

Infuriated, Thorin gritted his teeth and looked about to say something, when a loud howl pierced the dawn air, silencing the birds and making Odahviing's head snap in that direction.

"Bilbo," Gandalf coughed, "As our resident burglar, why don't you go see if our companion is telling the truth? Remember: Stay hidden, please."

Bilbo nodded nervously, before disappearing into the underbrush, only stopping to look between the two groups, eyes pleading. Once he disappeared though, all attention was back on her.

"How dare you speak out of line? We do not need the opinions of a liar and a traitor," Thorin snarled. "All of you who support her! You dare oppose your king?"

"Thorin," Balin said, the mediator as always, "Bilbo is right. We cannot treat our allies as enemies. She has proven herself resourceful, and to lose her would only harm our chances of defeating Smaug, perhaps losing our chances of defeating him without bloodshed entirely," he said, sighing. "The way we have been treating her, yet again, is shameful, and gives her every right to abandon us without a second glance, yet she has stayed and honored the contract. Do you not think she deserves a second chance?" he asked.

"She already received her second chance, let alone a third when I did not execute her on the spot," The Dwarf Lord said, hand clenching on Orcrist's hilt.

Before he could say more, a roar, louder, closer, but different than a Warg's split the air, and Brænna immediately unsheathed her twin swords, instinctively searching the sky for the attacking Dovah, and was surprised to find none. Bilbo exploded out of the brush, and ran to the group where Gandalf was waiting to hear his report.

"How close is the pack?" Dwalin demanded, keeping the Bosmer in the corner of his eye.

"Too close. A few leagues no more, but that's not the worst of it," Bilbo replied, panting heavily.

"Have the Wargs picked up our scent?" the Dwarf asked, interrupting Bilbo's explanation.

"Not yet, but they will; we have another problem-"

"Did they see you? They saw you!" Gandalf exclaimed as Bilbo shook his head. "Well, what did I tell you? Quiet as a mouse. Excellent burglar material."

"By the Nine and Seventeen, let the Hobbit speak!" she shouted, sheathing her swords and crossing her arms.

"Something is out there, and it's racket is leading the Orc Pack right to us!" the Halfling shouted.

Gandalf's face darkened. "What form did it take? Like a bear?" he asked, getting right in Bilbo's face.

Confused, Brænna was about to ask for clarification, but Bilbo spoke first. "Y-yes. But bigger! Much bigger."

Bigger than a Bear? She thought, drowning out the conversation, then remembered the fearsome Werebears of Solstheim. She was broken from her thoughts when she felt Kíli tug on her sleeve, and glanced up to see Gandalf running down the hill. Bilbo and Kíli began running after him, but she snagged the halfling by the collar and tossed him gently onto Odahviing's back, vaulting into place behind him.

"What are you-" Bilbo tried to ask, before Odahviing's takeoff stole the words from his mouth.

"Making sure you don't get left behind, now hold on," she ordered.

They caught up with the company outside of the woods, and she pulled her bow from its case, aiming it at the frontmost warg. She timed the beats of Odahviing's wings and released, and the arrow flew, piercing it at an angle through it's skull. Not waiting to see if the first had hit its target, Brænna had already nocked and fired the next arrow, the string of her Daedric bow nearly humming.

Bombur bellowed from the back, "CAN'T YOU DO SOMETHING TO STOP THEM?"

She answered, "NOT UNLESS YOU WANT ME TO BURN THE ENTIRE FOREST TO THE GROUND!" she shouted. "HURRY!"

A bear exploded from the tree line, chasing the Orcs and Wargs just as she spotted a large house.

Gandalf guided the company towards the house out on the open plain, motioning to those behind him. "To the house! RUN!"

In a surprising feat of hysterical strength, Bombur decided he didn't want to be the Bear's next meal, and quickly outpaced the entire company. Still, an unstoppable force met an immovable object, and he slammed hard into the door of the house, and ricocheting backwards onto his back. Brænna and Odahviing landed, Bilbo leaping off as quickly as possible. All the dwarves, in a gesture of futility, seemed to be trying to open the door by slamming their bodies against it.

"The lock!" she shouted. "Open the damn lock!" she shouted, then whirled on the creature, drawing her swords. Thorin eventually made his way to the front, and all the Dwarves tumbled in. Her attention was diverted back to the bear as it paced in front of her, wanting the Company, but not willing to fight the Dragon for them. Odahviing stood tall, tail flicking back and forth, snarling at the bear, who decided to rush forward. Not dissuaded, the Dragon nosed his head under the bear, and flicked it upwards, sending it tumbling backwards.

Hands raised, Brænna stepped forward, telling Odahviing to stand down. "Pax, frater, nolo tibi nocere," she said.

Almost immediately, the bear sat down on its hindquarters, head tilted in curiosity.

"That's right, no enemies here," she said, quietly, slowly moving forward. "We apologize for intruding on your territory, Magnus Frater, but we were escaping from the Orcs. May we rest here?"

The bear's lip curled at the mention of Orcs, and for a moment, Brænna was worried that due to her… unusual heritage, she didn't quite have the powers Bosmer had over their animal brothers. Much to her relief, and that of the Company, the bear snorted, and appeared to nod.

Relieved, she sighed, and said, "Thank you. Do you need help ridding your lands of the Orcs?

The werebear snorted again, before tilting its head at the Dragon. An unspoken conversation seemed to pass between them before both looked to her.

"Rinik pruzah," said the Dovah. "It shall be done," he said, then took off, Brænna watching him terrorize the Orcs from a distance.

She was startled when she felt the bear sniff at her leg.

"I can still defend this place if needed!" she snarled.

She knew she was just being stubborn, (a trait she had learned from her husband) but she hated showing weakness to anyone, especially with enemies abounding. The bear huffed, then gently nudged her toward the door. She sighed, then unlatched the door, and walked in, closing it behind her, and hearing it pad away.

"What is that?" Ori whispered in horrified awe.

The company turned towards Gandalf. "That is our host! His name is Beorn, and he is a skinchanger. Sometimes, he is a huge black bear, sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not overfond of dwarves."

"The bear is perfectly reasonable, if you speak his language," Brænna teased.

"Well, I haven't had the opportunity to learn Bear as of yet, but I'll make sure to get it on my list," Kíli joked back.

She gave a sharp laugh of amusement, as she noticed Ori looking through the crack in the door. Seeing his worried expression, she said, "He's headed for the forest, he and Odahviing will take care of the Orcs for us."

She was about to say more when Dori rushed to his brother's side and pulled him away from the window saying, "Come away from there! It's not natural, none of it! It's obvious; he's under some dark spell!"

"Don't be a fool; he's under no enchantment but his own," Gandalf said, trying to keep his weariness at the stubbornness of dwarves out of his voice. "Get some sleep, all of you. You'll be safe here tonight."

Brænna found a nice pile of furs to lay her things down on, and eased herself down onto it with a heavy sigh. The last two days and nights of hiding and traveling had exhausted her, though she was kicking around the question of how one of Hircine's children was here in Middle Earth. Shaking her head, she caught sight of Bilbo settling down next to her.

She chuckled before asking, "And how did you like your short flight?"

Bilbo made… a noise, sounding distressed, then laughed humorlessly. "Between Odahviing and the Eagles, I don't believe I like flying very much. If Yavanna had wanted us to fly, she would've given us wings."

Brænna struggled to remember who Yavanna was, then recalled the Middle-Earth theology books that she had read back at Bilbo's home. "Well, count yourself lucky. Odahviing is very picky about who he lets on his back."

Hesitantly, Bilbo replied, "Speaking of which, if- if it's all right with you and him, could I learn more about Dragons?" he asked, incredibly nervous at the thought.

"If Smaug perished in the mountain, you won't need to, but I don't see why not," the Dovahkiin replied, closing her eyes and leaning her head back against the wall. "Now if you don't mind, we all need some sleep."

"Of course. Good night, Brænna," he whispered as well.


A place… Solstheim? No. Still the landscape was similar: ash fell constantly, and the air reeked of sulphur and fire. Whispering in an a language, dark and old as time itself, echoed across the plains, a nagging that wrenched at her very soul, dragging her forward until a ruined tower appeared in the distance. As the tower grew closer and closer, the whispering grew louder and louder until it felt like the very air would split. Behind the tower, a silhouette appeared, and sometimes it looked like a suit of armor, other times it looked like a jagged tower.

The shadows danced threateningly, violently at the edges of the vision, and the very air grew thick until she was practically wading toward the tower. Between hacking, heaving coughs, a ball of fire appeared before her, a slit black as the void of Aetherius splitting it down the center. Out of the slit strode the suit of armor, crowned in a fire that just seemed… wrong, making her insides churn.

At his voice, her stomach heaved, and it felt as if all cruelty, all injustice, all evil in the world had gathered together to become the words he spoke: "Death will come to all."

Just as the image of a burning, reptilian eye was scorched forever into her memory, she heard something from far off, less than a word, and more like a feeling, a feeling of someone calling out for help.