A/N: Hey, I managed to get this one up before a month, since I had a little bit of extra time and my inspiration was mostly leaning towards this story anyway! Unfortunately, it might be a couple of months after this before the next one, since I'll need to focus more on other writing projects for a while. But at least there's this fairly quick update first :).

Anyway, thanks to Fili and Alison, I didn't get as far into Beorn's place as I was expecting in this chapter. If I'd kept going, it would have been way too long. So, next chapter will have a bit more time at Beorn's, with some original stuff and character interaction, like at Rivendell. And, there will be a Lily/Kili moment from Lily's POV ;). And then we should be at Mirkwood by the end of that chapter, and I've got fun stuff planned for Mirkwood!

As for this chapter, there's some angst at the start, because apparently I like torturing my characters, and then there's some smut, so skip that if you don't like it (it will be after the second break) and then some fun and fluffy stuff and then actual plot. Also, there's another nerd Easter egg in here - congrats to Moira Starsong, who identified the last one as being from Zombieland!

Thanks to everyone who's favorited and followed so far, I'm glad you're enjoying it!

Extra special thanks to my reviewers of last chapter, the awesome Moira Starsong, LuckyMaple, RedBear5, claraxrod, and ThatOtherWriterGirl, who very kindly took the time to review every chapter as she read - I really appreciate it when people do that, you have no idea! I love to hear what everyone thinks, and hope you all let me know again - so PLEASE REVIEW EVERYBODY! IT KEEPS ME WRITING!

Disclaimer: As always, I don't own the Hobbit, either movie or book (I kind of mashed up the events of both in this chapter) or any of the characters. Everything else is mine!

Chapter 10: Need

"Amrâlimê, please. I need you to trust me. You can do this, and I will not let you fall." He pleads with her, desperate and anxious to have her back, safe in his arms, instead of clinging to the branch, far out of his reach, the branch the only thing between her and an immense drop to the ground below. He can see how frightened she is, how worried she is that she can't reach him, and he's equally terrified, but he vows to himself as well as her that he won't drop her. He can't, because if she falls, his heart falls with her, and will be just as surely smashed to pieces on the ground below.

She nods, looking determined, and then pushes herself up, freeing her right arm and making a desperate grab for his hand. He leans out as far as he can, reaching just as frantically for her, but he can only lean out so far without falling himself, and his hand grabs nothing but empty air. Before his horrified eyes, his One slips, no longer able to hold the branch with one hand, and tumbles through the air, screaming for him as she falls. And when her scream stops short as she slams into the rocky ground below, his heart bursts in his chest, leaving him howling his despair to the unforgiving sky above.

Fili woke up with a start, clutching at his chest, panting for air. His heart ached with the despair and grief he'd felt in the dream, and he could feel moisture on his face, as well. Tears? He swiped them off with his other hand, casting a frantic look about. It was just a dream. It was just a dream. Kili was there, he helped you lean out further, you caught her. She's alive, she's fine, she is alive. Though it was still dark out, the sky was clear, and it was bright enough for him to see Alison lying on the ground, several feet away, sleeping by her sister. He let out a shaky breath at the sight. Yes, she was there, she was fine.

It was their first night down from the Carrock; after resting there for the day, they'd set out early the next morning, climbing slowly down from the rock, lowering themselves from one ledge to the next, until they'd reached the ground below. They had then traveled as far as they could with the remaining daylight, before finally stopping for the night by a stream to rest once more. Fili had not lain beside Alison for the night, though he hadn't strayed far from her, either; he hadn't been entirely certain he could trust himself just to sleep next to her, not after all that had happened since they'd crossed the mountains.

His One had been in mortal danger far too many times for his peace of mind in the last few days, but somehow, that moment on the tree had shaken him the most. Perhaps because it was the most recent incident, or perhaps because he'd been so very close to not catching her. Had Kili not been there to hold onto his belt and let him lean out farther, he was certain he would have missed grabbing her arm. And that, well . . . he couldn't even contemplate that thought. Failing her so completely? It would have destroyed him, especially if he'd lost his Uncle directly after. And he very well might have, had she fallen, because he doubted he would have been able to gather himself soon enough to help Bilbo and Dwalin protect his Uncle before the eagles arrived. There was no use thinking about it, he told himself sternly. It hadn't happened, and everyone was fine. Uncle was alive, issuing orders as normal today, thankfully, for he was quite certain he was not nearly ready to take his Uncle's place, either on the quest or as King, not for many years, at any rate. And most certainly not without his One by his side; but she was fine too, he reminded himself once more. He looked over at her again, watching closely to make sure her chest rose and fell with each breath.

But it wasn't enough; he couldn't seem to steady himself, to make his heart slow down and his breathing even out into a normal rate. Why had she so flippantly referred to how easily she could have been lying at the bottom of a cliff? Perhaps he wouldn't be so shaken if she hadn't said that, even though he knew she'd simply been trying to reassure him that her bruised arm was the better alternative. Which of course it was, but that hadn't stopped his panic at the thought of Alison, bleeding and broken, at the bottom of a cliff, leading him to pull her frantically into his arms to assure himself that she was alive and well, in the only way he'd been able to think of at the time. Had it not been for Kili reminding him of where they were, he might have given into his body's frantic impulse to reach his release with her wrapped around him, warm and alive and breathing. He still wanted to, but the more rational part of him knew that he could not do so in the campsite by all the others.

But, there was one thing he could do that might help. One thing that he felt he had to do, after the nightmare that had just gripped him. He slid across the space separating them, curling himself around her back where she lay sleeping on her side, wrapping an arm around her waist and pulling her into his body. She sighed his name in her sleep as she snuggled closer to him, the sound filling him with hope, and he tucked the cloak she'd had over her more tightly around them both. He buried his nose in the waves of her hair, breathing in deeply. She'd bathed in the stream before resting tonight, as they all had at one point or another, wanting to wash off the remnants of their adventures in the mountain, so the smell was fresh and clean and all her. And that smell, the sound of her breathing, the feel of her in his arms; it was all finally enough. His breathing evened out, his heart rate steadied, and the last of the despair chilling him to his bones washed from his body as he drifted back into a deep and restful sleep.


It had seemed like a good idea last night, Fili mused when he woke up shortly before dawn. It seemed less so now that he was awake, his cock achingly hard for her and pressed as snugly against her buttocks as it could go. His hand had also managed to fill itself with one soft breast during the night, and he couldn't quite stop himself from squeezing it gently now. Alison moaned softly in her sleep, squirming against him, and a gasp escaped him at the violent flare of lust that caused his hips to buck against her, as though his cock thought it could find her slick warmth if only it pushed hard enough.

Mahal! He needed to get away from her before he lost the last thin thread of his control, and he needed to do it now, before anybody else woke up and saw them. He gave into one last moment of weakness, though, and kissed the silky smooth curve of her neck before he wrenched himself away from her, rolling over to lay flat on his back a few feet away. He took a deep breath, trying to think of anything but her, trying to calm the lust running rampant through his body.

"Fili?" The soft, confused sound of her voice caused him to sit up and look over at her. She was sitting up as well, and he was suddenly sure she had never looked more beautiful as she blinked sleepily at him, the first rays of dawn's light setting fire to her glorious mass of hair. He was going to go slowly mad if he didn't make love to her soon, he decided, clenching his fists as she added with a yawn, "What are you doing? Come back here and sleep; I'm cold."

"I wish I could, Ali," he said softly, regretfully, clenching his fists a little harder. "But I'm afraid I might need a dip in the stream before I can be around you again."

"Oh." Looking suddenly more alert, she gave him a sly smile that only had his blood running hotter. "You could do that. Or I could come join you."

His body leapt with eager agreement to that suggestion, but he closed his eyes, trying to listen to the rapidly dwindling logical part of his brain. Too dangerous, it said. You would put both of you in danger. And isn't that why you're so wound up with lust for her, because you nearly lost her?

Agreeing with this logical statement, however reluctantly, he made himself shake his head in response to her suggestion. "While I would love that, amrâlimê, it would be too dangerous if we were to be alone right now. I would not be able to keep watch and be with you, and I do not think either of us wants to not have any privacy if we stayed here."

"Yes, you're right," she agreed with a reluctant sigh. She glanced carefully around them, making sure no one was awake that was nearby; Bifur, on watch, was a few dozen yards away, sitting on a rock by the stream, and appeared to be well out of earshot. "But maybe, tonight, when we stop to camp again, we could find somewhere more private to go, and have someone keep watch for us, just for a little while? They wouldn't have to be too close by, and we'd be well away from the others. I'm not sure I can wait much longer, Fili, so I might ask for that as my favour, unless it makes you too uncomfortable."

Fili considered it, not looking at her as he did so, for then he'd most likely agree to anything she suggested. He wondered, not for the first time, just what Alison's homeland must be like; it obviously had much freer attitudes about this sort of thing. His One was really quite blunt and open about matters of sex, and had not seemed remotely embarrassed either time they'd been caught in a passionate embrace, unlike himself. While he was no stranger to being with a woman, he'd never done so in a public fashion before her, or openly discussed the matter with anyone, even Kili. A few teasing comments, certainly, but no more than that. Could he bring himself to ask one of the others to keep an eye out for them, granting them the few minutes of privacy they both so desperately wanted?

Kili would not do. While he trusted no one more, he would also have to endure endless hours of teasing on the subject afterwards. The older dwarves would likely be appalled at his lack of control. But, Bofur or Nori might do. He'd still have to endure some teasing, of course, but not as relentlessly as with Kili, he felt sure. There would be some embarrassment, as well, but after coming so very close to losing Alison, and realizing just how very short their lives might be on this dangerous quest, would he really let a little embarrassment keep him from her? Regret for lost time would likely be much worse.

Thinking of the dream again decided him. He would sleep better with her in his arms, but he had to clear this desperate need for her in order to be able to do so around the others. If he found a secluded clearing, and asked either Bofur or Nori to patrol at a slight distance around it, that should be safe enough to steal a few moments of privacy with his One. He nodded to her. "All right, lass, if that's what you wish your favour to be, consider it done. So long as I can find somewhere secluded when we break for camp tonight, that is."

She gave him what he could only think was a relieved smile, not the wicked one he'd expected. "Good. Now, does that mean you're going to come back and warm me up so I can sleep a little longer?" She shook the cloak at him, inviting him back beneath it.

He shook his head. He was undeniably tempted by the invitation, but he knew his control was much too fragile right now. "I'm sorry, Ali, I think I still need to go to the stream instead. Otherwise, I may not make it to tonight."

She pulled the cloak tighter around herself as Fili stood up, grumbling something under her breath that he thought sounded like, "Great. Now I need a cold shower too."

What was a shower? he wondered, curious if he'd even heard her right, but the more he stood there watching her, the more tempted he was to stay there, and he could hear the others starting to stir now, so he made himself head for the stream before he talked himself out of it.


He'd managed to find a rather perfect place for them, almost as if Mahal was telling him this was fine, that he should take this time with his One. It was a small, secluded clearing in the trees near their latest campsite, far enough away that none of the others would be able to hear them if they didn't manage to keep quiet. Fili had also managed to talk Nori into patrolling around the clearing for them, near enough that they could hear Nori call out to them if there was danger, but hopefully not near enough to spoil the illusion of privacy.

It had been a rather awkward conversation for Fili, but he'd been determined, and Nori had been surprisingly understanding, saying that if he was travelling alongside his One on this quest, he'd need time alone with them as well. Fili was still fairly certain there would be some teasing later, but at this moment, as he led her to the clearing, he could not bring himself to care.

They'd waited until the others were all asleep, except for Bofur, who had taken first watch, deciding that it would be too obvious if they disappeared while everyone was awake. They'd snuck out of camp together, Nori stopping to briefly explain the situation to Bofur before following along behind them. Once they reached the clearing, Fili turned back to look at Nori, nodding, and the other dwarf moved away, melting into the shadows as he began his patrol.

Moonlight spilled brightly through the clearing from the nearly full moon, allowing Fili to see Alison's face quite well as she stopped and turned to him with a smile. "So, just how do you plan to fulfill this favour for me?"

"I hadn't quite decided," he confessed. To be honest, he had not thought very far beyond getting her alone, and the fierce need that even now coursed through his body at the sight of her. There were so many varied ways in which he could have her; he was unsure how to select just one at the moment.

"Well, I had an idea." She drifted a little closer, slipping her hands beneath his coat and up his chest to his shoulders. His heart started pounding a rapid beat of anticipation, his body heating at the touch of her hands even through his tunic, and at the look of lust in her eyes. Once her hands were on his shoulders, she pushed at his coat, lifting it up, and he helped her slip it off, letting it fall to the ground behind him.

He pulled his sword belt off, letting it drop behind him as well as he asked hoarsely, "What is your idea, lass?"

She fisted a hand in his tunic, pulling him forward, and leaned up to whisper in his ear, "Do you remember when we were in the stables at Rivendell? When you had me pressed up against the wall?"

"Aye, of course." He remembered every moment with her, but most especially the ones where she so effectively destroyed his control and reason. He was coming perilously close to one of those moments now, he thought as he gave into one desire, settling his hands at her waist and pulling her body more closely to his.

She let go of his tunic, slipping that hand up to the base of his neck instead, threading her fingers through his hair as she leaned back, her other hand gripping his shoulder. She met his eyes, her own burning with a fierce light as she said huskily, "I wanted you to take me there and then, right against the wall. But a tree will work just as well."

His breath shuddered out of him as her words sent a jolt of lust and longing all through his body. One fist clenched in her tunic, while he could not prevent his other hand from slipping over the curve of her bottom, gripping it and pulling her hips into his, rubbing his aching arousal against her. She gave a soft moan at that, arching herself willingly against him, her hand digging more tightly into his shoulder. The idea sounded wildly appealing, but . . . "Are you certain, Ali? I might hurt you." He would not do that for all the gold in Erebor.

"You won't," she assured him. "At least, not in a way I'll mind." She must still have seen lingering doubt in his expression, for she leaned up to his ear again and bit down, none too gently, on his earlobe. He gave a startled gasp at the simultaneous pain and pleasure that raced through him as she added, "Sometimes I like it rough," she bit the side of his neck, "hard," now the juncture of his neck and shoulder, above his tunic, "and fast." At this last, she pulled his head down to give him a quick and bruising kiss, ending with a nip to his bottom lip. "Unless you'd rather not."

And with that, his control finally snapped, desire and ferocious need rocketing all through his body. He pulled himself back from her, but only enough to yank off his tunic and start hastily unlacing his breeches. A wicked grin bloomed on her face when she realized what he was doing, and she quickly began to remove her own clothing, as well. She'd barely finished baring her lovely body to his eager eyes before he advanced on her, scooping her up against him.

"Fili," she breathed, wrapping her arms and legs around him as he carried her over to the largest nearby tree, pressing her up against it, "I take it this is a yes?"

He simply nodded, his voice lost at the feel of her soft skin against his bare body, as he braced one hand against the tree, keeping the other pressed to the small of her back as he took her mouth desperately and possessively, his tongue sliding along hers as he teased at her core with the tip of his cock. She was wet already, he thought hazily, and she moaned into his mouth, arching her body so he slipped into her a few inches. He pulled back only enough to slide his free hand between them, caressing one silky breast, thrilling at the feel of her peaked nipple as he slid his mouth down her neck, nibbling on it, laving it with his tongue.

"Damn it, Fili," she tugged on his hair, digging a foot into his back, "would you bloody hurry up –"

Her words ended in a strangled cry as he stopped what he was doing to finish entering her with one swift thrust, a bone-deep sense of satisfaction and relief filling him as her slick warmth closed around him. He needed this, needed her, like he needed air to breathe. He trailed his lips back up to her ear, nibbling on it briefly. "Just like that, Ali? Fast and rough?" He pulled back, almost entirely out, before he slammed into her again.

"Oh God yes," she breathed out, yanking his head back up for a deep kiss before she bit down on his shoulder again, making his hips stutter against her at the sensation. He angled her up a little higher, thrusting into her again, and she cried out, "Right there!"

"There?" he growled out, thrusting into her again.

"Yes," she moaned, her nails scraping down his shoulder, and that was enough to completely eradicate the last vestige of his reason.

He took up a fast and frenzied rhythm that she eagerly met him in, trailing his mouth over any bit of her he could touch, tasting her skin, breathing in her scent, and revelling in the noises she made as they crashed together. Every gasp, sigh, and moan was like a balm to his soul. She might not be his in all the ways that he wanted, but in this, she was, and he would not let either of them forget it, he thought as she finally shattered around him, crying out his name. The sound of it caused his own release to slam through him, leaving him shuddering against her as he pressed her more tightly to him, moaning her name into her neck as the desperate need finally drained from his body.


It was another two days after their little privacy session before they finally started to draw near to Beorn's home. Gandalf had explained over the last couple of days as they had travelled through the woods and meadows at the base of the Carrock that there was only one person who lived in this area that might be able to help them out of the predicament they were currently in, which was the fact that they were now travelling with little to no supplies or food. And once the Orcs had recovered and Bolg caught their trail, they would catch up soon enough if they didn't have help.

So Gandalf had told them about Beorn, and about him being a skin-changer, and how they had to all be very polite while he introduced them two by two and not annoy him, for he could be dangerous when he was angry. Alison and Lily, of course, knew all this, but they nodded along and pretended like they didn't. After Gandalf's explanation, Thorin had turned to Lily and demanded to know if they really needed to stop at this Beorn's home, or if they could go another way. Lily had explained to him that they did indeed have to stop by Beorn's if they wanted to be able to continue on and reach Erebor on time. After that, Thorin had nodded to Gandalf and told him to lead the way.

It had taken longer than Alison had expected, though; she was grateful that she'd convinced Fili to find somewhere they could be alone. Somehow, that hard and fast and amazing fuck up against a tree had settled her and relaxed her after the several days' worth of crazy crossing the mountains, and she didn't think she would have been able to wait another two days for it. It had apparently relaxed Fili a good deal, as well, for he'd returned to sleeping next to her at night afterwards, which was a relief. She felt surprisingly safe and comfortable sleeping in his arms, and it kept her from being cold at night. Even as a Canadian, she still found sleeping outside without a tent or sleeping bag to be a bit too cold at night, so having her own personal dwarf heater had helped a lot.

Of course, she still felt Fili's arousal pressed against her every morning when they woke up, and she always felt more than a little tingly herself, since Fili's hand usually ended up somewhere other than her waist during the night. But it was a manageable level for both of them, not like it had been that other morning, and Fili would return his hand to her waist to give it a squeeze before dropping a kiss on her neck or her hair before he rolled away and got ready to leave. Though she would have preferred to be alone in a bed, like they had been at Rivendell, so they could continue on from there, she found it was much easier to wait now until they'd reached Beorn's and could hopefully have a room to themselves. She wasn't nearly done with him yet.

But first, she had to make her way through the gauntlet of hell, she thought with a grimace as Gandalf led them out of the woods, through a meadow of what appeared to be deliberately planted flowers and clovers. On the far side was a high hedge of thorns that Alison knew surrounded Beorn's house. She would have thought the whole thing very beautiful, had it not been for the enormous bees buzzing all through the meadow, making her heart beat double-time with fear. Sweet Jesus, but she wanted to run so badly. She'd always been terrified of bees, and hornets, or anything with a stinger that could buzz and fly. She had no idea why; she'd never been stung that she remembered, but just seeing one instantly triggered a desire to run for her life. She clenched her fists tightly, however, and tried to control that desire and keep her eyes on the hedge in the distance. She just had to get there, that was all, and get inside.

But then one flew by, loudly buzzing, entirely too close to where she and Lily were following the others, and she couldn't control her reaction any longer. She shrieked and jumped back a good foot, scrambling to hide behind Lily, who gave her a sympathetic glance, knowing all about her "bee thing". Every single one of the dwarves, along with Gandalf and Bilbo, stopped dead and whirled to look at her, Fili hurrying back with a look of concern on his face. "What is it, Ali? What's wrong?" he demanded, looking around with his hand on the hilt of one sword.

"Oh God," she groaned, clutching the back of Lily's tunic, and fervently wishing she could melt into the ground behind her cousin and disappear. "Nothing, it's nothing," she managed as her face flamed with embarrassment, and she waved a hand at Fili, trying to get him to go away. "Everybody keep going; I'm fine."

"Really, she'll be okay," Lily added, waving the others on, and after another moment of staring, the others all turned and kept going across the meadow, except for Fili, of course.

He was frowning, Alison saw as she peeked around Lily to make sure the bees didn't come any closer. "It cannot have been nothing; you screamed," Fili pointed out, still looking everywhere for a cause. "Why?"

"Well, it's, um, I, uh –" She really didn't want to tell Fili, after everything they'd been through, that she'd screamed because of a bee, but she couldn't seem to think of another explanation.

"She's afraid of bees," Lily explained in a low voice, glancing ahead to make sure none of the others were nearby.

"Lily!" Alison exclaimed, mortified, as she swatted her in the back, though she didn't come out from behind her yet.

Lily shrugged. "Sorry, Ali, but it's the truth, and you didn't have another explanation to keep him from worrying, did you?"

"No, I guess not," she muttered rebelliously, looking at Fili, who was staring at them in shock and astonishment.

"You're . . . afraid of bees?" he repeated finally, his lips twitching.

"Yes, okay?!" Alison snapped, finally coming out from behind Lily and planting her hands on her hips as she glared at him. Like this wasn't embarrassing enough, now it looked like he was trying not to burst out laughing. "And don't you dare laugh!"

As if that was too much, he did burst out laughing, nearly doubling over with it, so she stomped over and swatted him in the shoulder. "It's not funny!" she growled at him before she turned and stalked away, hoping her righteous anger would outweigh her fear the rest of the way to the hedge.

Lily grinned as she caught up to her, falling into step beside her. "It's a little funny."

"As funny as snakes?" Alison retorted, walking as fast as she could go without breaking into a run.

"Touché," Lily nodded at her, though she was still grinning broadly. "At least neither one of us is afraid of spiders," she added in a whisper, making Alison grin as she finally started to see the humour in the situation.

"True," she agreed with a snort. "'Why spiders? Why couldn't it be follow the butterflies?'" she quoted, making Lily laugh.

Fili caught up to them at that moment, trotting in front of them and raising an eyebrow at them. "Butterflies now, lass?" he asked, obviously having caught the tail end of the conversation.

"I am not scared of butterflies," she told him loftily, as if she hadn't just hid behind Lily because of a bee. "I was just quoting a story. Now, if you'll excuse me ..."

He caught her arm when she went to walk by him, halting her. Lily kept going, tossing a grin at her as Fili said fervently, "I'm sorry, amrâlimê. I should not have laughed, but you have faced Orcs, trolls, goblins, and many other dangers quite bravely, so to see you so afraid of bees was . . ." he shrugged helplessly, lips twitching again.

She sighed, nodding in acknowledgment. "I know it's ridiculous. That's why it's so embarrassing, but I can't seem to control the fear when I see them." As if on cue, an incredibly huge bee floated by much too closely again, and she shot closer to him, grabbing his arm. "Oh, God, just get me out of here, would you?"

"All right, lass." He wrapped his arm around her, steering her after the others, and to his credit, kept a straight face this time as he added, "I'll get you past all the bees."

And weirdly enough, that irrational fear did feel more manageable with him there next to her, so they were able to catch up to the others quickly enough, where they now waited just outside the hedge. "Don't tell anybody," she whispered as they approached the others and Fili dropped his arm from around her, though he squeezed her hand in reassurance. "I won't, Ali, I promise."

Gandalf gave them a curious look as they stopped by the others, but he mercifully didn't ask what she'd been screaming about. Instead, he clapped his hands once for attention, making everyone turn to look at him as he said, "Now, we will have to handle this carefully. I will go in first, with Bilbo. The rest of you, follow in pairs. Wait until I call or whistle, and keep about five minutes between each pair. Let's see, I believe Balin and Dwalin might do well to go first, and then Miss Alison, Miss Lily, perhaps you should come next. He'll likely be more amenable to the two of you. The rest of you may follow as you like, though I think you should come out alone, Bombur. As the largest, you'll count for two."

Bombur, who was currently in the process of stuffing one of the very last bits of their food in his mouth, simply nodded in response. Ouch, Alison thought, poor Bombur! The dwarf didn't seem to be bothered by it, though, as Gandalf went on, "Come, Bilbo, I believe there's a gate right around here."

Bilbo cast them all an anxious glance, but Thorin jerked his head at him, and Bilbo finally nodded, hurrying after Gandalf as he found the break in the hedge and made his way through.

"Why does he want Alison and Lily to go second?" Kili asked, frowning, as they all stood scattered around, waiting outside the hedges. "Didn't he say that Beorn might be dangerous?"

"We'll be fine," Lily replied. "After all, Gandalf said he's only dangerous when people are rude, and we're not going to be rude."

"I'm certain Gandalf simply understands that such a pair of lovely lasses would be welcomed by any man, even if he is a skin-changer," Bofur added with a grin.

Alison rolled her eyes when Bofur waggled his eyebrows at them, but she couldn't stifle a grin when Lily flushed bright red at the words. "Oh, that was very smooth, Bofur."

"I don't understand. How were his words 'smooth'?" Ori was frowning in confusion, a stub of lead hovering over the journal he carried with him everywhere. He often ended up asking questions and recording the answers whenever the girls said something unusual and had to explain it to him.

Before Alison could reply, they heard Gandalf's voice calling from beyond the hedge, and Balin and Dwalin, with a glance at Thorin, who was standing off to the side a little ways, headed for the hedge to follow the wizard and Bilbo. Once the two dwarves had disappeared, Lily turned to Ori and explained, "Where we're from, sometimes the word 'smooth' means when someone says or does something . . . charming. It's usually done to impress someone or win them over."

Ori nodded seriously, scribbling away in his journal, while Bofur grinned broadly. "Does that mean you think I'm charming, lasses? I do thank you for the compliment." He tipped his ridiculous hat at them, making Alison smile even as she shook her head at him.

"Sometimes you are," she teased him, "when you're not being incredibly unhelpful, that is."

Bifur said something in a low tone in Khuzdul to Bofur, which Alison had learned was the only language he could speak in after the axe had become lodged in his head, causing Bofur and the other nearby dwarves to chuckle. Kili's shit-eating grin broke out across his face as Fili, who was standing only a few feet away from Alison, started to turn red.

"Oh, aye, Bifur," Bofur agreed with whatever he'd said with a wicked grin, "I think Miss Alison finds our young prince very charming, don't you, lass?"

Alison suspected that 'charming' in this case was probably a polite euphemism for whatever Bifur had actually said. Bloody dwarves and their Khuzdul. She was so going to learn it one day so she could figure out what the hell they were saying, and most especially, what Fili kept calling her. Well, two could play at that game. She gave Bofur a big smile. "Oui, Bofur, il est très charmant. Et très beau." Thank you, French class.

Lily snorted, covering her mouth to smother her laughter. The dwarves all stared at Alison in varying levels of astonishment, though Bofur started to grin. "Now what language is that? I don't believe I've ever heard it before."

She smirked at him. "And now you all know how it feels, don't you?" She cast a glance at Fili too, raising her eyebrows significantly, and he grinned, obviously catching her meaning. "Anyway, it's called French. It's another language that people commonly speak back home."

"And just where is your home again, lass?" Nori asked.

"It's an isolated place, far to the north," Lily answered quickly before Alison could. "Not many people will have heard of it."

Oh shit. Alison could see Fili getting that calculating look on his face again, and could almost see the wheels turning in his head, as though he were trying to decide what to ask next to trip them up. Very luckily, though, she heard Gandalf whistle at that moment. "That sounds like our cue!" she said, grabbing Lily's arm. "Come on, Lil."

She tugged Lily behind her as they hurried for the hedge, finding the wooden gate in it and slipping through. "That was close," she muttered as soon as they were through the hedge.

"You probably shouldn't have started speaking French and gotten them all suspicious," Lily replied dryly. "Still, it was funny to see the looks on their faces."

Alison grinned. "It definitely was! And I was kind of sick of not knowing what they're saying every time they talk in Khuzdul. Aren't you?"

"Well, yes," Lily admitted, "but we should still be careful." Alison nodded in reply, and they continued on their way through a series of gardens and small wooden buildings, past horses and sheep and goats, and eventually came upon a sort of yard made by the wings of Beorn's large wooden house. There was a nice, wide open porch built along the front of it, where Gandalf sat with Bilbo, Dwalin, and Balin on wooden benches.

Beorn sat across from them; he was a huge man with immense arms, reminding Alison of a body-builder, and had long, shaggy dark hair that hung over his shoulders and down his back. He had his hands on his knees, and appeared to have been leaning forward to listen to Gandalf's tale, but he turned as soon as he heard them, his deep brown eyes widening slightly in surprise. "You brought young ladies over the mountain with you? Are they dwarves as well?"

"Well, sort of," Alison offered, opting for a sort of curtsey with the longer ends of her tunic, while Lily did the same. "I'm Alison, and this is my sister Lily."

"We're half-dwarves," Lily added. "And it's very nice to meet you."

The intense look on Beorn's face softened slightly. "It is a pleasure to meet you both, as well. Though I am not certain why the wizard or the dwarves would bring women along through a mountain full of goblins."

"Well, it is not an ideal situation, of course," Gandalf intervened quickly, probably seeing Alison's gritted teeth, "but as I mentioned, the dwarves are travelling to the homeland of their forefathers, and we did not expect to encounter the goblins in the mountain. In any case, Miss Lily is very skilled with portents as well as cooking, while Miss Alison is a gifted healer, and took quite excellent care of our troop of ponies, before the Orcs ran them off."

Beorn frowned, his shaggy eyebrows drawing together. "A troop of ponies? Do you always call six a troop? What were you, a traveling circus?"

Gandalf shook his head. "Oh no, there were more than six ponies, for there were more than six of us – and look, here are two more!"

Alison turned in surprise, for Gandalf hadn't even had a chance to call for anyone else yet, and let out an exasperated sigh as she saw Fili and Kili coming up the path. She should have known; they'd obviously still been worried that Beorn might be a danger. They both gave relieved smiles when they saw her and Lily, very clearly unharmed, before they came up next to them and bowed low to Beorn. "Fili and Kili, at your -"

"No, I don't want your service just now, your names will do," Beorn interrupted them. "Do be quiet now, and have a seat so the wizard might continue with his tale. And Miss Alison, Miss Lily, please have a seat as well," he added in a softer tone.

Lily smiled at him. "Thank you."

"And please," Alison added, "just Alison and Lily will do."

Beorn smiled slightly and nodded. "Very well then." He waved them towards the benches, so Alison and Lily followed Fili and Kili up the wooden stairs of the porch and took seats on one of the wooden benches while Gandalf continued with his tale.

Alison smiled when she saw a couple of cats winding around the benches, and leaned down to stroke the head of the nearest one, an orange tabby. It wasn't long before she and Lily both had purring cats sitting in their laps, getting ear and chin rubs, and she noticed Beorn give them an approving glance at one point before turning his attention back to Gandalf.

The rest of the introductions went much the same way; they all sat quietly, letting Gandalf spin a somewhat fantastical version of their trip through the mountains, while he carefully added to the amount of people in the tale and called the pairs of dwarves forward one by one. By the time they got close to the end, it was clear that Beorn was more irritated by the interruption in the tale than he was alarmed by the addition of more dwarves.

The sun was starting to set by the time Gandalf had reached the end and the dwarves had all been introduced, and shadows were stretching through the gardens when Gandalf finished with, "And then we found ourselves near your home, and I'm afraid we are quite out of food and supplies."

"Well," Beorn said, leaning back on his bench, "that is a very interesting tale indeed. If all beggars could tell such a good one, they might find me kinder. You may be making it all up, of course, but you deserve a supper for the story all the same. Let's have something to eat!"

Alison grinned when all the dwarves agreed with Beorn very eagerly, although Bilbo might have been loudest of all. She was quite hungry herself, too; they'd not had much to eat the last couple of days, as the meat from the eagles had quickly run out, and they'd had to survive on what they could scrounge up from the forest and the few squirrels and rabbits that Kili and Lily (mostly Kili) had managed to shoot down. So she happily followed the others into Beorn's home and over to his large wooden table, with high wooden chairs set around it in front of a roaring fireplace.

The chairs were a bit too high for the shorter members of the company to get into comfortably, so while Dwalin helped Bilbo up into a chair, and Kili helped Lily, Alison stopped by Fili. He murmured in her ear as he put his hands on her waist to help her up, "So what did you say to Bofur?"

She raised her eyebrows at him. "Are you going to tell me what Bifur said, or what you keep calling me?"

"You know I cannot do that, Ali," he muttered, looking uncomfortable. "I still do not have permission to teach you Khuzdul. Is this French a secret language, as well?"

"No," she said with a sigh, giving in. It wasn't like it was Fili's fault that the dwarves were all secretive about their native language and had a bunch of rules. "So I'll be nice and tell you. I told Bofur that you are very charming. And very handsome."

His bright blue eyes lit up at that, and he gifted her with a dazzling smile that gave her a few butterflies and tingles again. "So you find me charming and handsome, do you?"

She rolled her eyes at him. "As if you didn't already know that, but yes, of course I do. I'd have to be blind not to find you handsome, and you're very charming and smooth. Not that you need to win me over anymore, though."

"Ah, but I must make certain to remain in your good graces," he replied, his smile not dimming as his hands tightened a little on her waist.

"Well, just keep doing what you've been doing, and you'll be fine," she told him. "As long as you don't make fun of my 'bee thing', that is."

"I won't, Ali," he vowed, before he boosted her up into the chair and swung up into the chair next to her, just in time for Beorn to start filling up the overly large mug in front of him with milk.

Everyone, Alison included, began eagerly digging into the food that Beorn had laid out on the table for them. Like with Rivendell, there was no meat, but there were plenty of fruits, vegetables, wheels of cheese, fresh loaves of bread, cream, and honey, along with the milk, so it wasn't hard to stuff themselves full. Once the meal was winding down, Beorn glanced down the table at Thorin, who was sitting at the opposite end from him. "So, Oakenshield, it sounds as though you have done these lands a favour, by ridding them of Azog the Defiler. Though his son Bolg will soon come to track you down for that, I imagine."

"Yes, I was afraid of that as well," Gandalf agreed before Thorin could reply. "That is why I thought it best we find supplies and aid as quickly as possible. We thank you for your most generous hospitality."

Beorn simply nodded as Alison and all the others added a chorus of their own thanks to Gandalf's; even Thorin thanked him, before fixing Beorn with an intense look and asking quietly, "You knew of Azog? How?"

Beorn frowned, his expression going dark. "My people were the first to live in the mountains before the Orcs came down from the North. The Defiler killed most of my family." He gripped the mug in front of him tightly, causing the manacles around his wrist to clank lightly. Alison saw Bilbo looking closely at the manacles, his brow furrowed, and she wished for her dad and his welding equipment, as she didn't know how else to get those thick steel cuffs off Beorn as the skin-changer continued, "But some he enslaved. Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him."

"There are others like you?" Bilbo leaned forward to ask.

"Once there were many," Beorn replied shortly.

Alison had to clamp her mouth shut to keep from telling Bilbo to shut up as the hobbit pressed, "And now?"

"Now there is only one," Beorn answered, his tone heavy with sorrow.

Even the merrily chatting dwarves grew silent at the weight of Beorn's tone, everyone looking down the table at the skin-changer as he sipped from his mug. As if realizing a change of subject was needed, Beorn said after a moment, "You need to reach the mountain before the last days of autumn."

Gandalf nodded in agreement. "Before Durin's Day falls. Yes."

"That does not give you a large amount of time," Beorn observed.

Gandalf nodded again. "Which is why we must go through Mirkwood."

Beorn frowned at this. "A darkness lies upon that forest. Fell things creep beneath those trees. I would not venture there except in great need."

"We will take the Elven Road. That path is still safe," Gandalf told him. Thorin rose from the table at that, starting to wander away, and Alison wondered if the mere mention of the word 'elf' was enough to piss him off.

"'Safe'?" Beorn repeated doubtfully. "The Wood Elves of Mirkwood are not like their kin. They're less wise and more dangerous. But I suppose you have little choice, indeed."

Thorin turned back at those words, frowning. "What do you mean?"

"Bolg will want your head, now that you have slain his father," Beorn replied bluntly. "He will not take long to find you, and soon these lands will be crawling with Orcs. However, even they will not follow you into that forest."

"We won't reach the forest on foot, though," Lily said softly as Alison scooped up a mouse that had crawled onto her plate, rubbing a finger gently over its head. The little white mouse squeaked in appreciation, leaning into her finger as Lily went on, "Could you please lend us your ponies? We'd be really grateful, and we'd send them back right away."

Beorn looked down at her, giving her a soft smile before he looked up at Thorin. "Normally, I am not overfond of dwarves. But you killed Azog. And the company you keep," he smiled over at Alison at this as she set down the mouse carefully, "speaks well of you. I will help you. What do you need?"