Hello all! Apologies for the delay in uploading this, I've been very busy, in partly Tolkien related manners. If any of you have a chance to visit the Maker of Middle-Earth Exhibition in the Bodleian Library in Oxford you definitely should, it's absolutely phenomenal, and I was lucky enough to see it early, as I did a little interview on Elvish and Dwarvish with the BBC, which was FANATASTIC and surreal and just plain awesome.

As ever, please forgive my typos!

This chapter is dedicated to my lovely, constant reader and reviewer Syreen, whose reviews have helped me through many a bout of writer's block!

Chapter Fifty Eight: The Plight of the Beornings

The smell of smoke was making her sick. It has surrounded them for hours now, lingering thick and heavy in the air, and it was twisting Dís' stomach in uncomfortable ways. It was almost worse that they had not seen any fire – all through the day and deep into the night, the wolves had led them on winding paths that stuck behind trees, or behind rocky hills and crags in open land. They had steered away from the smoke, their noses keeping their masters from harm.

But not from the reek of burning.

Dís both yearned and dreaded to find out what was burning. Every once in a while, she caught what smelt like burning flesh, and each time she smelt it she covered her mouth and tried to keep from gagging. That was getting more difficult, and the constant motion of riding was not helping, though it was smoother to ride a wolf than a pony.

To make matters worse, the baby seemed to be bouncing on her bladder, and though her heart was bolstered with every sign that her child was alive, Dís was desperate not to delay the company. They had not yet seen any orcs, but she had no doubt they were close, and she could not risk the lives of her family.

More than anything, Dís wanted to bawl. She had experienced such swings of emotion in each of her other pregnancies, especially with Fíli. She distinctly recalled bursting into hysterical tears when a carrot had slipped off of her fork and back into her bowl. Yet now, she had more right than ever before to cry, and more reasons than ever before to prohibit herself from doing so.

When she was home, she would cry. When she could lock herself in her room, where she could not alarm Bilbo or scare her sons, then she would cry.

But despite her resolve, tears welled in her eyes, and she faked a yawn to give herself a reason to wipe her eyes. Vinca appeared beside her, quick and quiet as a mist on a midwinter morning. Without a word, she handed the princess a clean handkerchief. Where she had got it from, Dís could not fathom, but the girl was ever prepared for anything.

"Thank you," Dís murmured, patting her eyes and blowing her nose.

"Do you need to stop?" signed Vinca, studying Dís intently.

Dís shook her head, but then she paused. Her bladder was fit to burst, and stopping for even a minute might help her stomach to settle. She nodded, and pulled Sitka to a halt. Those behind her stopped, and Vinca pulled her pony to, whistling once like a blackbird. The rest of the group halted, and Dís raised her hand above her head so that they could all see her sign, and worry as little as possible.

"I must relieve myself. I will be but a moment."

Fíli nodded, but his face was drawn, and lined with care. He looked so much like Thorin in his exile that it hurt her. "Take a guard," he signed back, and Dís nodded at Vinca.

Together they dismounted, and walked a few paces into the woods. Dís took a slow, deep breath, and though the smoke stuck to the back of her throat, she found that just being still did indeed help to ease her stomach. She took a few seconds to breathe, and then relieved her bladder. Silently, she cursed her body and her weakness, and loathed the vulnerability she was lending the company, but when she had cleaned herself and stood up, Vinca took her hand and squeezed it with a smile.

"Do not think that you are a burden to us," she said softly. "Even should we have to carry you ourselves, you will be no greater burden than my siblings and I were when we were children. You could never be more of a nuisance than that little girl who did not want her cousin to hear her doing her business."

Tears sparkled in Dís' eyes as she smiled, putting a hand on Vinca's face. "Oh, sweet-pea, you were never a burden."

"And neither are you," insisted Vinca, her voice no louder than a whispering wind.

After a stolen moment of peace, they returned to the others and remounted, and they began to move once more. Though at times they would slip into single file, the wolves were currently leading them two by two, and before her Dís could see her sons, and Ehren, and Bragi. As their leader, Fíli ever rode at the front of the group, and Ehren rode beside him with a head that looked far too heavy for his shoulders. Bragi and Kíli rode just behind.

Dís liked to be able to see them. She knew that their position was due to strategy, but with the world around her burning she liked being able to keep her eyes on her sons. And on Bragi and Ehren, for that matter. She was just as worried for them as she was for Fíli and Kíli – while Bragi seemed to be coping well, given the circumstances, he was still unusually quiet, and his eyes were dull, and Ehren was closest to unravelling of them all. It had surprised her, how much he was struggling to survive the grief of losing Soren, and then Austen and Auden, but then Ehren always had worn his heart on his sleeve.

With that thought in mind, Dís glanced at Vinca, who rode by her side with eyes that roamed the woods. Vinca, too, had been silent for a long while upon hearing of the fate of Austen and Auden, and Dís had ached for her. In another life, they might have been her brothers in law.

As she watched the young hobbit, Dís noticed Vinca's ears twitch, and her hand fly to her belt. Before Dís could so much as draw breath to ask what was wrong, Vinca's eyes had flashed to the front, and Fíli had stopped dead in his tracks.

And a great bear was standing before them.

At least eight feet tall, it towered over Fíli with eyes so intense that they seemed to burn, but even as hands flew to weapons, the bear brought its paw down onto its snout in the motion that the wolves used to mean silence. Tail wagging gently, Sokka bore Fíli to the bear, and licked the creature's chin.

Fíli leant forward and murmured something that Dís could not hear, and the bear nodded, once. Then it beckoned with its paw, and Fíli nodded, raising his fist into the air.

"Grimbeorn," he signed. "Keep quiet, keep low."

Her heart hammering in her chest, Dís nodded blindly with the others, and dug in her heels to urge Sitka forward. The wolf did not need much prompting, and gave a sigh that sounded much like relief. He seemed very at ease with Grimbeorn's presence, and that eased Dís' fear a little.

Falling back onto all fours, the bear led them through the woods, veering away so that they were travelling north-east. They left the cover of the trees as the sun stained the horizon red, preparing to bring light to another day. Dís' breath caught in her throat as they headed out into open land, where only hills and crags and cairns might shield them from unfriendly eyes, but after a short while, Grimbeorn stopped behind a large, rocky outcrop.

Sharp eyes piercing his surroundings, Grimbeorn let out a low, rumbling growl. For almost a minute, silence hung in the air, and then he growled once more. At once, three loud knocks replied, and Grimbeorn hooked his paw into a crack in the rock.

Astonishment flooded through Dís from head to toe as the bear pulled at an enormous boulder, one the same size as Grimbeorn himself, that had blended perfectly into the stone of the outcrop. He pulled until there was a passage large enough even for his bulk to pass through, and then he sat back on his haunches and raised his paws in the air.

A very young man emerged from the tunnel, his eyes narrow as they passed over Dís' party. He could not be older than fourteen years old, but there was a great axe in his hand, and he surveyed them with a look of authority. He was young enough to be called a boy, but there was an adult edge to his eyes, one that Dís had seen before. It was the look of a boy who had become a man far too soon.

When Grimbeorn nodded at him, the man stepped back, and gestured to Fíli to enter the tunnel.

For a moment, Fíli hesitated, but then he nodded, and let his wolf carry him inside. Single file, they followed the young man and entered the darkness of the tunnel, and as it enveloped her, Dís found that she was able to breathe a little clearer. There was less of a stench of smoke in here.

From the hitched breathing of Vinca behind her, Dís surmised that not everyone was so happy to be inside, and she reminded herself that hobbits could not see so well in the dark. Here, Dís could make out the shape of Ehren before her, and the outline of Vinca behind, but she doubted that her hobbits could see anything.

As soon as they were all inside, there came from behind the great rumble of moving rock, and thud of a closing stone door, and Dís felt the hobbits stiffen. The young man who had been at the door stood before Fíli.

"Stop," he said, in a voice that was both quiet and firm. "You wait here."

Breathing slowly to try and calm her nerves, Dís rested her palm on her stomach, and felt the baby moving, unperturbed by the peril of their mother. She smiled slightly. That was a nice thought – that her baby lived in a blissful ignorance, that for now, they did not know grief or fear.

From the back of the group she heard a great, shuddering gasp, and she heard Nori hiss out a string of swearwords. Then Grimbeorn spoke, in a voice lower and stronger than Dís remembered from the early spring, when they had passed through Beorn's Halls on the way to the Shire.

"Apologies for the dark, and for the quiet. But no longer is there any safety to be found in these lands, outside of these walls. Come, we shall get you inside. There you can rest a while, though I warn you, we have little in the way of provisions."

"We have our own food," said Fíli. "Though our water skins could do with filling, before we go much further. But I cannot thank you enough for a place to rest, my friend."

"Water we have," said Grimbeorn, "and rest we may grant you, at least for a while. It will take the orcs a while yet to track down this place, but I have no doubt that they will find it, ere the year is over."

Dís heard the sounds of bolts moving, and the creak of a heavy door swinging open. Warm, orange light pooled around their feet, and Grimbeorn led them into a vast, open cavern.

It was as deep and wide as a hall of Erebor, though the ceiling was not nearly so high, and hung only a foot or so above Grimbeorn's head. And the cavern was almost completely full, with hundreds of men and women and children crammed inside among animals of all kinds. There were some mini camps within the cave, groups huddled around a central torch, or sitting shoulder to shoulder in tight circles. In places there were sheets and blankets held up like tents or curtains, giving a false sense of privacy, and Dís knew at once what this place was.

They were in the refugee camp of the Beornings.

She glanced over at Grimbeorn, who was speaking quietly to the young guard on the door, and as Dís and her company dismounted, Beorn's son closed the door, and locked it behind them.

Then, Dís got her first proper sight of the young skin-changer, and her heart ached at what she saw. While he was easily seven-foot-tall, and built with almost the muscle mass as a dwarf, Grimbeorn cheeks were hollow, and his dark ringed eyes were sombre and dull. There were scars stretching across his face, and some wounds that were yet healed, and Dís saw burns and lacerations on his hand and forearms. There was a haunted look to him, and it chilled her. He had donned a simple, brown robe, much like a dressing gown, and as he raised his hand to stroke Sitka, his sleeve rolled back, and Dís saw a deep bite wound on his elbow, angry and red.

With a heavy sigh, Grimbeorn opened his mouth, but before he could speak a woman flew over in a whirlwind of dark, curly hair. Her shoulders were drawn back, and her teeth were bared, and in one hand she held a long, jagged knife.

Dís leapt backwards, bumping into Sitka, and her kin closed around her even as she wrapped her arms over her stomach. They drew their weapons, and the wolves began to snarl, and the people nearby began to stir, growling deep in their throats and reaching for knives of their own.

Grimbeorn sprang between the woman and the dwarves, holding out his hands, but the woman spoke before he could.

"What is this, Grimbeorn?" she snarled. "Are we inviting strangers and spies through our doors now?"

"Peace, peace!" he cried, looking from the wild woman to the dwarves. "Thana, these are no strangers. My friends, lower your weapons."

"We will when she does," said Bofur evenly, but as Thana growled, Fíli slowly sheathed his swords, and showed her the palms of his hands.

With a dignity and decorum that mad Dís' heart swell with pride, her son looked over his shoulders at his companions, and spoke calmly, in a voice that rang with authority. "Lay down your arms," Fíli said, and the company obeyed – albeit reluctantly in the case of Nori, Bofur, and Ehren.

Grimbeorn sent Thana a meaningful glare, and she tucked her own knife away, folding her arms over her chest. Her chin jutted proudly into the air, and with a start Dís realised exactly who she was was. In her alarm, Dís had not registered the name Thana, but she had heard it many times before. This woman was Beorn's daughter, by all but birth. She had been but four years old when Beorn met her mother, and not quite five when they wed. Dís had only met her once, while passing through Beorn's halls on their first trip back to the Shire. Then, Thana had been nine, and teaching a four-year-old Grimbeorn how to play hopscotch. She had been a sweet child.

They had missed her since, each time they passed through Beorn's home, but ever he spoke to them of her, almost as proud a father as Bilbo was.

But while Dís now remembered Thana, the memory was clearly unreciprocated.

"Who are they then, if they are not spies?" she said, narrowing her eyes further. "They look like dwarves to me, though they smell almost like goblins."

Dís would have been more offended by that comment if she had been able to bathe at least once since Rivendell, but as it was she doubted the company smelled good, even if their own noses were dulled to it.

"Aye, well, at least we don't smell like an uncleaned stable," muttered Nori under his breath, and Dís glared at him.

"That is enough, Nori," said Fíli sternly. "I am Fíli – son of Dís, daughter of Thráin, son of Thrór – Crown Prince of Erebor and Heir Apparent to King Thorin Oakenshield, if you wish to know my full name. This is my brother, Kíli, our mother, Princess Dís, and father, Lord Bilbo Baggins. These are Lords Glóin, Bofur, and Nori of Erebor. This is Bragi, son of Ragan, and Ehren, son of Joren, and Miss Pervinca Took, one of the hobbits of Erebor and daughter of the Lord and Lady Took. These wolves are of the litter of Beorn, and have been our companions for two decades. As for our ponies, they were born and bred in the mountains."

Thana glanced at Grimbeorn, who nodded, and her expression thawed a little. Her eyes rested on Kíli and Luno, and when she spoke again, there was something akin to awe in her voice. "You are Kíli Wolf-Friend?"

His face cracking into a friendly smile, Kíli nodded, and scratching Luno's ears. "I go by Baggins, but yes. I believe that is the name Beorn gave me. Where is he?"

At once, Thana stiffened, and Grimbeorn bowed his head. Luno whined, and the other wolves took up the sound – a low, mournful howl that chilled Dís to the core. She had only heard that once before – before the gates of Moria, when the wolves had discovered that Soren was dead. Now, the sound was quieter, but more pained, and Dís held her breath.

Grimbeorn raised his head, his eyes fixing on Kíli with a strength that astounded Dís. "He is dead. Last week Beorvin fell, and my father fell with it. He refused to stop searching for those trapped in the fire, and the smoke overcame him."

"Our mother fell beside him," said Thana her voice wavering a little, "And many of our kith and kin. What you see before you is the last of Beorvin."

Bilbo was the first to regain his voice, and Dís could hear the tears that choked his throat. "I am very sorry to hear that. Very – very sorry indeed."

Grimbeorn offered a weak smile. "My father held you very dear, dearer than any dwarves or men he has ever met. The least I can do to honour that friendship is aid you now. You are trying to return to the mountain?"

Thana put her hand on Grimbeorn's arm. "Perhaps we should let our guests sit and rest before we talk details. They look as weary as we are, and this woman is pregnant. She more than any of us needs a seat, and somewhere to put her feet."

"Thank you," said Dís gratefully. "I do not wish to be an inconvenience, but a place to sit for a while would be wonderful. And please, call me Dís."

Grimbeorn nodded, holding out his arm. "Of course, this way."

For a moment, Dís wondered where Grimbeorn thought he might fit a party of ten, plus seven wolves and four ponies in a cavern already fit to burst, but he led them around the edge of the cavern to a small tunnel, and brought them through to another, small cave.

It was scarcely the size of Bilbo's dining room, but there were only a couple of people inside.

One was a woman with a bandage wound tightly around her eyes, and the dirty brown hair on the right side of her head had been shorn away. She was nursing an infant at her breast, even as another child rested in her lap, playing absently with what hair she had left. Dís marked the older child as Beron, Grimbeorn's son, who would be coming up to two years old, now.

With a start, Dís realised that she was staring at Emblyn, Grimbeorn's wife. It had been hard to make the connection without a glimpse of the woman's eager brown eyes, and it chilled Dís to wonder what damage there was beneath the bandage.

She turned her own eyes to the other two people in the room, and she knew that they were strangers to her. One was a man with a ragged beard, who spoke in a low grumble to the dog that rested in his lap, and the other was another child, a boy of seven or eight years old, with onyx eyes that fixed the newcomers with a wary stare.

"Grim?" called Emblyn, her nose twitching. "You've brought guests?"

Grimbeorn strode across the room and put his hands on her shoulders, leaning down to plant a kiss on her cheek. At once, little Beron held his chubby hands up to his papa, and Grimbeorn picked him up, settling the boy on his hip and leaving his hand on his wife's shoulder. "My friends, you know Emblyn, my wife. Emblyn, the Bagginses are here."

Emblyn smiled, and to Dís' surprise it seemed that there was real joy on the woman's face. "They are? Welcome! It is good to see – meet – you again."

"She lost her sight in the fires," explained Grimbeorn, his own eyes burning with concern. When he looked at the bandage, he shivered, and Emblyn tilted her head to the side to press a kiss to his fingers.

"It was my own fault," she said dryly, even as she smiled. "I picked the wrong time to go into labour. Be glad you're not pregnant, my friends, now is not the time for it."

Grimbeorn winced, looking at Dís in alarm as the man with the dog gave a snort, and the dwarves and hobbits shuffled uncomfortably around, but there was a small smile tugging at Dís' lips. After such quiet, mournful days of riding, it was nice to hear someone make light of pain and grief.

Thana cleared her throat. "Sister, Dís is with child."

Emblyn's jaw fell slack, and Dís laughed, running her hand over her swollen stomach.

"I am," she said, "though I quite agree. We really ought to have planned this better."

At once, Emblyn's smile returned, and she shifted the new-born in her arms. "This is Bryn," she said, "Our untimely battle-born."

"Beron's baby sister," said Grimbeorn softly, nuzzling his son's nose. "And this is Jago, Thana's husband, and Aeron, their son."

Introductions were murmured as the group milled inside and sat down, forming a tight, slightly misshapen circle within the smaller cavern. To make sure they all fit inside, the wolves curled up together with the dog in the centre, and little Aeron clambered into Thana's lap. It was still a squeeze, and they sat shoulder to shoulder, but it was not unpleasant.

The back of the cave was behind her, so she could lean back, and she rested her feet on Sitka's flank, and with one shoulder pressed against Bilbo's, and the other Fíli's, Dís could not be uncomfortable.

After some soft words of prompting from his mother, Aeron ran and fetched a large flagon of wine, and some wooden cups. Vinca pulled out some of their provisions, and Grimbeorn added some nuts and berries to the pile, and before they spoke truly, they ate. As they did, Dís' stomach finally calmed down, and weariness washed over her.

At last, Grimbeorn put down his wine, and put his hands on his knees. "So – we heard that you were making your way over the mountains. I am glad that I found you. I would not have you travel on un-warned."

"Oh, they are not un-warned," said Glóin, but the darkness in his voice was bitter grief, and lacked anger, and Grimbeorn nodded.

"Yes, I was told that you were on your way west. You met one of Emblyn's cousins, I believe? Inni?"

Glóin nodded. "Nice lass, wears little in the way of clothing?"

Emblyn laughed. "Yes, yes, that would be Inni. She is taking your message to your mountain."

"But I fear there is more to warn you of," said Grimbeorn, and his wife's smile faded. "More that has happened since you left the mountain, Master Glóin, and if you hoped to get back before the siege began, you are too late. The mountain gates are surrounded, and Dale burns. The Master of Lake-Town sold her soul to the orcs, and her town is overrun. Meanwhile, Dol Guldur wages war upon us, and upon Mirkwood. You would be better off returning to the Shire. There, the peril is less."

Cold fear swept through Dís as the room fell silent, and she stared at the wall as she felt eyes fall upon her. The eyes of her sons, her husband, her kin. She knew what they were thinking, and what they feared. She feared it too. But there was nothing that could be done.

"We may be better off," she said softly, "but our people would not be. Having the princes safe in the mountain strengthens the kingdom, and Nori is Thorin's Chief spymaster. He is needed. Moreover, if we go back, we shall place targets on the backs of the innocent, and the undefended. That is not a risk I am willing to take."

"Are you sure?" said Grimbeorn, his eyes boring into her. They were a shade of amber that she had never seen in anyone else, and there was a sincerity and honesty to them that bred trust. "It is not only your life that you hold. There is no dishonour in protecting your babe – in protecting innocent and undefended."

"There is not," said Bilbo, and his voice was coarse and heavy. For a moment, Dís feared that they were about to fight again, that Bilbo would try to send her away, sunder her from her sons, but he did no such thing. "But we have made our choice, Grimbeorn. I would not have it this way, but it is Dís' decision, and she says she must continue. Were it not for the child, none of us would hesitate – we move for the wellbeing of our people. Not for… for ourselves."

As she smiled sadly, Dís felt the baby give a particularly strong kick, and she chose to believe that they were cheering on their father.

Grimbeorn nodded, and bowed his head. "Then if we can help, we will. Yet I doubt there is much, if anything, that we can do."

"We're too small," said Aeron sadly, chewing on his nails. "No one cares about us because we are too few and too small. We don't matter."

"Now, that is not true," said Bilbo firmly, cutting over every other protest that rang through the room. "That is certainly not true. For one thing, your Uncle Grimbeorn is the tallest man I know – I would certainly not call him small – and you, my lad, you're as tall as I am, and I am seventy-three! More importantly, it does not matter how many you are, or how tall or short you might be. What matters is how good your hearts are, and how hard you fight. What matters is how you stick to what is right and look after those around you. The wizard Gandalf is the wisest person I have ever met, and do you know what he says? He says that it is not the great and powerful that keep the darkness at bay, but instead the everyday deeds of ordinary folk. Little acts of kindness, and love. As long as your heart is true, Aeron, you will never be unimportant. Do you understand me?"

With eyes as round as moons and a mouth that hung ajar, Aeron nodded, and Dís felt tears spring to her own eyes. She reached for Bilbo's hand and squeezed it, and his fingers wove through hers.

"Now," her wonderful hobbit continued, almost sternly, "Your people are not forgotten by everyone else. Just a few months ago, we had a meeting with Lord Elrond of Rivendell, a meeting about the bad things that are going on, and if you think that the Beornings were not mentioned, you are very much mistaken. Gandalf told of the bravery of your grandfather, and how he helped to track a nasty creature that has been helping the orcs for years. And he spoke of another hero – one who was just a tiny little baby, who scared away that very monster by turning into a bear cub and sending him screaming for the hills."

A smile pulling at her hollow cheeks, Thana looked down at her son and tapped his chest. Aeron looked up at her with wonder.

"Me?" he asked, his stunned gaze flickering to Bilbo. "Me?"

"Yes, you. Unless Beorn has any other eight-year-old grandsons running around?"

"No," said Aeron sombrely, "No, it's just me and Beron and Bryn, but they can't run yet, and they're not eight."

Bilbo nodded seriously. "Just as I thought."

"If we're not forgotten, why doesn't anybody help us?" Aeron asked. "Why has nobody come?"

"Because everybody else needs help, too," said Bilbo, the stern edge to his voice immediately melting. "The orcs are not just attacking you, and no matter how deeply people want to help, they cannot. If you had a broken arm, and your father asked you to help him carry some firewood, you would not be able to do it, however much you wanted to. My own nephew is off on a dangerous mission, and I want to help him, but I can't, because that would make things worse, so I have to help my sons, and my wife. I have to help those people I can reach, and hope that the ones I can't can hold on until I have a chance to get to them. The other people of the world are under attack too, little one."

Aeron nodded slowly, thoughtfully, and Emblyn frowned a little.

"A mission? Frodo is on a mission?" she asked. "Is that where the rest of you are? I cannot see to tell, but I was sure that there were more of you going West this spring."

"Some are with Frodo," Fíli said. "But some are keeping are littlest ones safe, and hidden. We did not want to bring them into any more danger than we could avoid, and we were lucky enough to find a safe place to keep them. Tell me, how many of you are there here? Two hundred?"

"Three," said Grimbeorn. "And another fifty or so out on patrol, and twenty on watches. We do not know where the rest of our people are. Some are dead, and some have fled. Why do you ask?"

There was a frown growing on Fíli's face, a frown of concentration that furrowed his brow and narrowed his eyes. "How many of them are warriors?"

"He asked you a question," said Jago, a warning edge to his voice, but Grimbeorn waved his hand absently.

"Peace, Jago," he said. "A hundred, maybe a hundred and fifty at a push. All our folk know how to fight, but most are still children."

Fíli nodded slowly, staring at the wolves with glazed eyes. "I thought so."

"What are you thinking?" Kíli prompted, poking his brother in the ribs. "Fíli?"

Fíli ignored his brother, looking instead at Grimbeorn. "The attacks – they are coming from Dol Guldur?" When the skin-changer nodded, Fíli asked, "And from the Misty Mountains?"

"There has been little, as of yet," said Grimbeorn. "Though I would not rule it out."

Nodding, Fíli dug in his pocket and pulled out an old, battered map, pouring over it and ignoring Kíli's inquisitive looks. Leaning over, he asked Grimbeorn to point to where they were on the map.

"And you think this place will hold for a few weeks, at least?"

Grimbeorn glanced at Jago and Thana, who were both looking dubious, and nodded slowly. "I would hope so, but I cannot be sure. If it is found, it will not survive sustained attack."

"No," murmured Fíli, "but it wouldn't need to…" He raised his eyes, and to Dís' astonishment, she saw a smile spreading across her son's face. She had not seen him smile in weeks, but now even his eyes sparkled, and he looked hopeful. Weak, perhaps, but hopeful. "I think I might have an idea…"

"Of how to reach the mountain?" said Emblyn. "How can we help?"

"No," said Fíli, shaking his head, "no, of how to help you. I think there may be a way to evacuate your people, to get them to safety."

"How?" Dís asked, in unconscious unison with Bilbo, Kíli, Nori, and all four grown skin-changers.

"Ûhaskhajam-okilondin," said Fíli, and at once Kíli's eyes lit up.

"Oh," he breathed, looking from Fíli to the map, and then back to his brother. "Oh!"

"Uh, boys, care to share with those of us who aren't close enough to read your damn thoughts?" Nori drawled.

"Two decades ago, when we were captured by orcs in Mirkwood, Glorfindel of Rivendell gave Aragorn a plan, a way to save himself, Gimli and Pippin – a way to save the children. It involved finding a hidden entrance to Mirkwood, one that is marked on no map. There are four clear pathways, but they all loop back on themselves – the fifth pathway is hidden, but comes to a fork that leads straight to Thranduil's kingdom. If we could get everyone to that point, we could travel through Mirkwood and seek refuge with the Elvenking. Thranduil may be cold, but his people are not, and if you offer your services as warriors, I am sure he would offer your people refugee."

"Alright," said Grimbeorn slowly, "but how do we find this hidden path? And how do we get three hundred people – unseen – from here to there?"

"Gimli showed me," said Fíli, pointing out a tree near the northern edge of the woods that had been coloured in with charcoal, "the next time that we went to the Shire. He was afraid, in case something happened again, so he backtracked, and wrote down where it was. It is around here."

"But you're not answering how to sneak three hundred enormous bear people up to the forest," said Nori pointedly. "It's a lovely plan, by it ain't ever going to work. I'm the king of sneaking, I'd know."

"If you're the king, then that makes Bilbo the emperor," said Kíli at once, but he looked at Fíli doubtfully. "Did you have any ideas, about that?"

Fíli nodded, but slower this time. Of this, he was less sure, whatever it was. After a moment, he said, "You would need a distraction. It would be dangerous, but I think I have an idea that might work. Send a force here, south of the Mountains of Mirkwood, make as though you are going to march on Dol Guldur."

Jago spat out his wine all over the wolves, prompting a disgruntled chorus of growls. "March on Dol Guldur?"

"Aye," said Fíli. "But don't enter the fortress. Instead, burn the forest down."

For a moment, there was utter silence. Then –

"He's lost his mind," said Thana bluntly. "I'm sorry, Grimbeorn, your friend is a moron."

"Now, that's a little harsh," grumbled Glóin, sending the skin-changer a look that was worryingly close to a glare.

"No, you do not know what you are saying," protested Grimbeorn, worry carved deep into his face. "This forest, these trees, these lands – they are our home. The trees are to us as your halls are to you. When Smaug came upon your mountain, was it the dragon or the dwarves who burnt your halls to the ground?"

"It was Smaug," said Fíli, "but it was our people who abandoned those halls in order to save their children. Help cannot come to you – there are none who have the means. Your choice is either to defend your land – a land that frankly is too large to hold with the numbers that you have – to stay here and pray that they do not find you, or to evacuate. Trees can be regrown. Homes can be rebuilt. If the world shakes and the mountains fall, new halls can always be delved. But lost lives are impossible to replace."

"Y'know," Nori said, stroking his chin. "Crazy as it sounds, Fíli might have a point here. It'd be a good enough distraction, especially if some of you can head north beforehand. Trickle out, in small numbers. That way it's less obvious you're all heading the same way. Besides, if you start a forest fire, you send all the animals flying. No one would think twice about a large group of animals running away."

"Not all our people can change," said Grimbeorn quickly. "And they are not all able to run."

"And are you even certain that the wood elves will help us?" protested Jago. "Because I am not. I do not trust Thranduil."

"Yes, well, that makes all of us," said Bilbo wearily. "But I do not think that he would turn away women and children, especially if you are offering your service in return. He is selfish and uncaring, but I do not think that he is that cruel."

The the Beornings shared uncomfortable looks, and Grimbeorn hung his head.

"I don't know," he said. "I… I do not know."

"Do not mistake me," said Fíli earnestly, a sad smile slipping onto his face, "I know that you are in a terrible position, and I cannot begin to fathom your grief, and the weight that is upon your shoulders. I do not mean to preach as though I know better than you how to help your own people. I do not, and I know that I do not. It was only an idea. I simply want to help, if I can."

Grimbeorn's face mirrored Fíli's. "Thank you, my friend. But I do not think it is true to say you know less than I. I did not expect to be chief at nineteen. I did not expect to watch the towns my father built burn to the ground. I spent too much time running around in the woods, playing with my babies. I do not know how to be a leader, and I do not know what to do."

"But your father named you chief," said Jago, staring intently at Grimbeorn. "Not me, though I best you in combat, nor Thana, though she is older, nor even one of the elders, though they have more wisdom in their tails than you do in your whole being. In a time of great peril, when seventy orcs finally bested our chieftain, it was you he named as chief. Beorn was wiser than all of our elders, and better in combat even than I, until the last few winters caught him. He would not pick us an ill leader, not even to spare the feelings of his son. He trusted your instincts and your abilities. He trusted that you would know when to listen, and who to listen to. He knew that you would do whatever you could to protect our people. And as I trusted your father, I trust you."

Her heart aching, Dís heard Kíli sniff, and saw him reach for Bilbo, their hands entwining. Little Beron stood up in Grimbeorn's lap, and wiped the tears away from his young father's eyes.

"Very well," said Grimbeorn, his voice trembling slightly as he took his son's hand. "I shall try to make sure that you do not regret that trust, brother."

Emblyn reached out, her fingers grazing over Grimbeorn's face, and she slowly tucked his hair behind his ear. "He will not regret it," she said. "He speaks truly. You know, it is after the hottest fires that the largest pine trees grow."

Grimbeorn's eyes widened. "You think we should burn down the forest?"

She paused. Even with her eyes hidden, thoughtfulness was written over her face. "I think that we should get the children as far from this place as we can, and I think that the survival of our people is more important than that of our homes. I think that seeking solace in Mirkwood is a good idea, and I think that we must try, at least. As Fíli said, we can fight with the elves. We will not be forced to concede the war, we will not be fleeing in cowardice to surrender – we will be able to strike out from a place of greater strength."

"No one is opposing the idea for seeking refuge in Mirkwood," argued Thana. "It is to the burning that we protest."

But Emblyn shook her head. "Yet what other choice is there? What other distraction could we mount that would work, short of truly marching on Dol Guldur or letting all our warriors be slaughtered, in the wild hope that a few might carry on? I do not want to see the woodland burn, but I do not see any other choice. Of course, you could argue that I can't 'see' anything."

Grimbeorn blanched, and Dís heard Ehren smother his snickers.

"That's not funny, Emblyn," said Grimbeorn, but as she grinned, a look of weary amusement was pulled onto his face.

"It's a little funny," she said. "I'm just trying to lighten the mood, it's awfully dark."

"That's enough," groaned Grimbeorn, and Dís smiled a little. It was refreshing, Emblyn's dark humour. She was glad for it.

"What if we burn the sick trees?" asked Aeron, a look of deep thought on his face.

Thana frowned. "What do you mean, darling?"

"The trees that are all sick, the ones that are deep in the bad wood. Where all the spiders are. If you burned those trees, you could let the nice ones grow back. You could make the forest better again," said Aeron, and Dís glanced at the map.

If they did set southern Mirkwood ablaze, if they set fires close to Dol Guldur…

"Now you, lad, have the mind of a good strategist," said Nori, leaning forward. "So to summarise – we light the woods around Dol Guldur, close enough to threaten them – close enough that they will have to do something. And while they're fighting fires, we take the bulk of the people north, as fast as our feet will allow. It'll take some planning, but I reckon we're onto something here."

Thana nodded slowly. "It would be good to see the darkness of Mirkwood up in flames. I only wish it would be feasible to burn the fortress itself. Watch their homes burn, as they watched ours." There was a hungry light in Thana's eyes, and Jago nodded slowly.

To and fro, the group began passing around ideas – routes and accelerants and locations and distractions, and the circle seemed to grow tighter as their voices rose in pace, excitement infecting each of them as plans began to form. Plans that may enable the Beornings to deal a blow to their enemies without putting taking a greater blow to themselves.

Long into the morning they talked, and as they did, the days of travel and grief caught up with the company, one by one. The hobbits were the first to fall – quite literally so in Vinca's case. Her eyes, that had so long been flickering in an attempt to stay awake, finally gave in, and she slumped against Kíli's side. With a soft smile, Kíli shifted a little to position her comfortably in his lap, and tucked her coat around her. A few minutes later, Bilbo dozed off, until he gave a little snore and woke himself up. He went as red as a spring rose, apologising profusely as they laughed.

"Perhaps it is time to let you rest," said Grimbeorn pointedly. "Jago is on patrol soon, in any case, and I too am in need of sleep."

"We shall take the children for a little wander within the cavern," said Thana, helping Emblyn to her feet. "Rest well."

The women and Jago left with the three children, and Grimbeorn curled up in the corner and laid his head on his arms. Dís laid down slowly, and as she did Sitka slunk over, so that she could rest her head on his flank.

Hope, a feeling that she had almost forgotten, buzzed through her veins, and Dís smiled a little to herself. Now they had a plan, a timeline, and she felt better for it. From the coming evening, the Beornings would begin to creep north in small groups, and they would camp in Mirkwood, a few miles past the hidden pathway to wait for their kin. On the sixth day, Emblyn, Dís, Bilbo and Vinca would accompany the last small group to flee – the last with infants – and on the seventh, her boys would help to set the fires, and protect the rest of the Beornings in their flight.

It was a gamble, and there were still many details to fix, but Dís could feel hope again, and she nurtured it.

Of course, Dís had no way of knowing that the seventh day would mark the hour that the uruk-hai of Isengard reached the borders of Mirkwood. On that first night, there was no sign that even an eagle could spy of the army that would rain down upon Wilderland by the week's end.

Warmed by hope and by blissful ignorance, she wrapped her arms wrapped around Bilbo, and for the first time since the Council of Elrond, Dís slept well.

Phew! That was a long chapter, I hope you enjoyed reading it as much as I enjoyed writing it! Now, chronologically, we're pretty much on an even playing field, so it'll be back to some fellowship shenanigans next week. I'll do my best to make the update on Monday, sorry that it didn't happen today! Thank you for reading, and please do leave a review if you can. I would love it!