The next morning when I woke it was because Kili was gently shaking my shoulder. Groggily waking up I blinked at him and he smiled softly, "We're thinking of going to a friend of Gandalfs to rest and restock." I straightened with a wince, my side hurting and I stood with a yawn as Kili moved away to his brother. I blinked a few times, my head was kind of fuzzy from little sleep and exhaustion but everyone seemed to be ready to go. Shaking my head roughly I heard Gandalf warn, "He will either help us, or kill us."

Snorting softly at that comfort, I saw everyone begin to move and slipped to the end. My body protested, reminding me all that had happened with every bruise and sharp pain from my side. I looked over the others and figured they were in the same boat as I was, except Thorin who scowled with hidden pain. He looked better after a full nights rest but I could tell he still hurt. But he still lead us confidently as we trudged on, and I wondered what kind of friend Gandalf was talking about that would help us or kill us.

It was mid afternoon when we heard the first of the deep howls. Wargs. The Pale Orc, though incapacitated, didn't seem to be giving up on catching us. I cursed lightly and everyone picked up the pace. Dwalin moved to be behind me and I let him. My nerves were on fire as we pushed forward, glancing into the woods and focusing on my feet to try and sense the enemy before it got to us. The foothills we traveled through were cursedly rough going, but full of narrow valleys and thick stands of hardy pine trees. Excellent places to hide, and also excellent places to get cornered and killed. Which was a cheery thought I didn't bother to share with the others. By the time dusk fell, everyone was clearly getting too tired to continue. But the stubbornness of Dwarves was amazing in the fact that even tho they were clearly almost on there last leg, they were still going strong.

I was the least tired of everyone as Thorin led us into a sheltered dell. He looked to be about to ask Fili and Kili to take a look at the top of the hill. But seeing them wearily leaning against each other, he changed his mind and caught my eye. I nodded slightly, digging my toes into the dirt and scrambled up the steep, rocky hillside. Getting to the top I lied flat on my belly as I peeked over the top.

Across the valley was a rocky ridge and I saw with the moons help Warg and Orc riders racing across it, their barks and howls echoing upon the rocks. Then something else caught my ears and I slunk down further as I looked over to my right and my heart nearly stopped. It was the biggest bear I had ever seen. It shifted angrily on it's feet as it watched the Warg and Orcs, then it bellowed and my hair stood on end. Carefully, using every bit of my misdirection abilities, I slipped back down the hillside, hurrying to the others.

When I returned, I was flushed with a combination of fear and breathlessness. "Bad news," I started, and was almost immediately interrupted.

"They saw you?" Gloin had his ax in hand, peering suspiciously up the hillside.

I snorted, "What? No. I..."

"See? What did I tell you?" Gandalf chuckled as relieved sighs swept through the Company. "Quiet as a mouse."

Irritated by all the interruptions I snapped, "Would you listen to me?" They fell silent, looking at me expectantly and I murmured, trying to keep too much of my panic from my voice, "There's something else out there. I've never seen anything like it."

"What kind of something?" Gandalf's tone was hushed. "Was it an animal? Perhaps, in the shape of a great bear?"

I nodded eagerly, "Yes, and it.." then I blinked. "Wait, how did you know that?"

"Never mind how I know," said Gandalf, flapping a hand dismissively, turning to Thorin. "We need to move quickly." Thorin looked as suspicious as I felt, "What do you mean?"

"No time for that," said Gandalf, turning. "We must move with all speed."

"But.."

"No time for that either! Hurry!"

Thorin and I exchanged worried glances before we were off again. My side was a dull burn by the time we were running again. I couldn't help but think wearily, "Running. Why is it always running? Why not a nice jog or something? Better yet, can we go a week without something trying to kill us!"

The injured among us pressed themselves as hard as they could, helping each other along over the rough, rocky terrain. Dwalin was a fixture next to Thorin, ready to help him when needed. This made me feel better, if Thorin accepted help from anyone it'd probably be Dwalin. I was near the end with Fili and Kili who were stuck to my sides like burrs. And honestly I didn't mind in the least.

Dawn came and went as we ran and it was nearly noon when we broke clear of the trees, it became apparent that the Wargs were keeping their distance, though there was no obvious reason why. Their howls resounded in the shallow valley, echoing off the surrounding hills like the tolling of a pack of death bells. But as we ran, hurried on by the Wizard, a new sound came to our ears. The crashing of giant paws, the growling of an enormous beast.

"There!" Gandalf gestured with his staff. Across the meadow ahead, there was another copse of hardy trees, and in their midst, a long, low house, half hidden by a thick hedge. "Hurry!"

Kili staggered, his foot catching on something and I grabbed his arm and pulled him with me. He regained his footing and I shoved him towards Fili, who grabbed his brother and raced ahead with him. I paused for two seconds, looking back to see what it was we were running from.

I nearly dropped in a faint right there. The bear was huge! At least the size of one of the Eagles, possibly larger! A mass of wild black fur and flexing, surging muscle, wicked, curved claws and long, jagged white teeth. It crashed through the trees and into the open, no more than a half mile behind us. I took off like a shot, racing across the ground as a trickle of cold dread turned into a torrent of fear down my spine. Nasty thoughts entered my mind, "Was this what we had come all this way for? Was this how we were going to die?" The bear was pounding through the grass behind us, snarling deep in his thick, furry throat. Bofur had staggered and I grabbed his arm as I came past and pulled him with me. Then, suddenly, there was a hedge in the way.

We tore through the garden and into the house, the last ones in before the others heaved the door shut with barely a second to spare. The bear hit the door and it shuddered, but held. Air burned my lungs as I gasped for air, my legs shaking from the run.

"What in the name of the Seven Sleepers was that?" Bofur's exclamation was taken up by the others, and they turned to Gandalf for the answer. The Wizard pursed his lips and pulled his long pipe from an inside pocket of his robe. "That," he said carefully, filling his pipe and lighting it without any apparent need of matches, "was our host."

Thorin looked at the Wizard as though he'd grown a third eye. "That beast? That was our host? Are you mad, Gandalf?"

"No more than usual," said the Wizard, smirking behind his gray beard, puffing a ring of smoke. I hid my smile. "His name is Beorn, an old acquaintance of mine. A kindly soul, though fonder of animals than other creatures. He's a skin changer."

If any of the Dwarves weren't looking at Gandalf before, they were now. Oin frowned at his battered ear trumpet, and Ori looked as though the very thought of a creature that could change its skin might make him faint dead away. I clutched my side and felt warm wet blood meet my fingers. Looking around for something to blot it I noticed all the animals in the house.

"What do you mean?" Thorin asked, tightly, looking about to collapse himself, "Skin-changer? Does the beast wear another skin beneath its fur?"

Gandalf snorted a little, pacing away across the straw floor. "You'll find out soon enough, if you can't figure it out on your own."

Thorin raised his dark eyebrows, shaking his head. He clearly thought a pox on the dratted Wizard and his riddles. A snicker escaped me as I moved carefully towards a large ram that came up to me with a rag and gently petted it's nose. Thanking it I took the rag and held it to my side.

This house was unnervingly large. I felt like a child standing beside the table, the flat top of which was even with my eyes. There was a tankard sitting on the honey-colored boards big enough to sate three Dwarves at least, and a plate the size of a small, round shield. Even the animals that were lodging within were giant. There were two massive, horned oxen with brass rings in their noses standing, chewing their cud near the door, sheep, a couple sheep dogs, and Thorin noticed a bee the size of a small bird alighting on Bofur's floppy hat.

Everyone looked about ready to collapse when I looked over at everyone to see how they were faring. Fili and Kili were making Thorin sit so they could look at his injuries, which amused me to no end. Everyone else was checking over each other in their little family groups. All in all, we were a sorry lot as we straggled into the house and found places to sit or lay down on the hay-strewn floor. Most suffered from burns from the burning pine cones or trees and bruises and scraps from the run in the goblin caves. Everyone was exhausted. My mind spun as dizziness suddenly hit me. I swayed only to feel warm bodies press against me. The ram and another sheep kept me on my feet and I petted them in thanks as

I worried for them but now that the fire in my blood from the running and the almost getting eaten by a giant bear was cooling off, I began to experience the full extent of the pain and exhaustion I'd been fending off 'til now. My side felt like a hot poker was pressed against it and my body grew heavier with each breath. I felt weary and everything ached and my head wouldn't stop spinning from exhaustion. Slowly I sank to my knees and thanks to the sheep I didn't hit anything hard on the way down. A hand caught my arm before I fell completely and this pulled my side and the agony forced my head to spin so fast that everything went dark.

0o0

Thorin quickly caught Ariana before she hit the ground and the sheep moved as he laid her carefully on the straw. He called for Oin as he knelt down and felt Ariana's forehead. The skin was warm, though not quite feverish. Sweat was drizzling down her face, and she was trembling. Gandalf joined Oin as he hurried over. "I think she may be ill," Thorin said softly, "Can you do anything for her?"

"Perhaps, but I can't just snap my fingers and make her better." Oin was clearly becoming a bit exasperated. "Give me a few minutes with her, and I'll see what I can do."

He lifted her shirt carefully and Oin nearly had a heart attack when Ariana smacked his hand away, mumbling, "No."

0o0

I came back around when I felt someone lift my shirt and smacked the offensive hand away, "No."

I opened my eyes and seeing I had an audience, glared, "Go away."

Gandalf snorted, hiding his amusement and shooed the other Dwarves away as Oin tutted over me and smeared some foul smelling stuff on my side, "You should have said something earlier lass."

I muttered, seeing that Thorin was settling next to me, trying to get more comfortable as he leaned against a post, "Not like we had a moment Oin."

He grunted and motioned to a hovering Fili and Kili, who came up and helped me sit up so that Oin could wrapped my side with bandages, "Now we gotta change this tomorrow. Don't go sleeping on it."

I hummed, barely able to keep my eyes open as he tugged down my shirt and I was set back down. I waved them off, falling asleep quickly, "Go get some rest. You too Thorin." I heard a snort before a warm hand settled on my forehead and I fell asleep.

0o0

Thorin was amazed when Ariana just fell asleep like that and rested back against a post. Fili and Kili settled nearby and Thorin turned to Fili. "And you two… you're alright?"

Fili met his uncle's gaze and forced a smile through his exhaustion. "We'll be alright." Kili gave a lazy gaze as he lied down carefully, mumbling "Yeah." as he was beginning to nod off. Fili looked at him. "What about you? Your head, your arm...?" Fili made a slightly helpless gesture, wishing there was more he could do.

Thorin grunted dismissively. "Don't concern yourself with me, Fili. Your concern is for your brother and yourself." Then, seeing that Fili wasn't wholly satisfied with his response, he smiled faintly and patted his nephew's shoulder. "I'll be fine."

Fili raised an eyebrow before settling back next to his brother and Thorin couldn't help but smile, he had probably learned that look from Ariana. Looking down at the sleeping woman he couldn't help it as his eyes drifted closed. They were safe, she was safe. For the moment at least.

0o0

When I awoke it was dark and the snores of The Company was all I could hear. I was surrounded by their forms that I could see in the moonlight. I looked around carefully, making sure nothing was amiss. Gandalf was missing again, not too surprising.

Then my eyes landed on a form sleeping nearby. Somehow I knew it was Thorin tho I couldn't see him clearly as the moon went behind a cloud. He was arms length from me, my fingers itched to sink into the fur coat he wore. Then a shiver went through me, reminding me why I had awoken. It wasn't cold really, not with a group of Dwarves surrounding me and I wasn't out in the open. But I had nothing covering me and a slight chill had crept up on me. I tried shifting further into the straw, and wrapped my arms around myself. This didn't help much and I huffed irritably, sitting up. I rubbed my eyes and crossed my legs to sit comfortably. A quiet rumble, "Can't sleep?" nearly gave me heart failure.

My head whipped around and startling blue eyes caught mine. I blushed slightly and I murmured quietly, "I'm sorry, did I wake you?"

He shook his head and slowly sat up with a wince, "No. Are you alright?" I nodded quickly, rubbing my arms, "Yes, sorry for causing trouble." I jumped as he touched my arm and he frowned, "Your cold."

I shrugged, waving him off, "Eh, I'm usually cold. I'll be fine." Before I even stopped talking he had scooted closer and started taking his coat off. He clearly hurt from this action and I tried to stop him, hissing, "No, wait." He ignored me and stubbornly got the jacket off and held it out to me. I glared at him, "I'm fine. Your more injured, you need it."

He scowled back and I jumped as Kili shifted nearby. We froze, watching with bated breath as he shifted closer to Fili and then settled once more. Sighing in relief I shivered again and saw him shift uncomfortably. Deciding to stuff my stubbornness for once I shifted, throwing my arm out across his chest and flopped back, forcing him back with me. Giving a wicked grin when he grunted and glared I took the jacket and flipped it over both of it. Snuggling underneath it I winked at him, "Compromise."

He snorted, but I heard the amusement as he hummed and shifted to get comfortable again. His shifting brought his shoulder close enough to touch mine. Luckily the darkness hid my blush and he ordered, "Sleep."

I glanced at him and saw him close his eyes and before I knew it his breathing evened out and he was snoring lightly. Smiling softly I closed my own eyes and let sleep take me once more.

0o0

When I woke up next I heard The Company arguing about something and sat up with a yawn, surprised to find that I was still covered with Thorin's jacket. Blushing slightly I carefully got to my feet and checked my side. It was still a bit red but looked a lot better. I could hear the others saying they wanted to sneak away before Beorn saw them and Gandalf was trying to explain that we needed his help. Outside I could hear the sounds of someone chopping wood.

Picking up the jacket I went over to the others, seeing that Gandalf was indeed back. Thorin watched me approach and I thanked him quietly as I handed it back. He nodded and I barked to the arguing Dwarves, "Oi!"

Everyone looked at me in surprise and I shrugged, "There's no use arguing. As Gandalf said, we need Beorn's help."

Gandalf nodded, relieved to be able to speak, "Quite right. We can't pass through the Wilderland without Beorn's help. We'll be hunted down before we ever get to the forest."

He looked at me and said, "Now, this will require some delicate handling. We must tread very carefully." He moved toward the door and said, "The last person to have startled him was torn to shreds."

I hummed, "Sounds like a charmer." Gandalf raised an eyebrow at me, "I will go first, and you come with me Ariana."

I shrugged, seeing the Dwarves nervousness, "Sure." Thorin scowled and I gave him a reassuring smile before going over to Gandalf. Gandalf ordered the others, "And the rest of you, don't come out until I give the signal." Bofur was by the window to watch for the signal, "Right." Smiling nervously. Gandalf said sternly, "No sudden moves or loud noises and don't overcrowd him. And only come out in pairs." He looked at Bombur and said softly, "Ah Bombur, you count as two so you should come out alone."

I smiled encouragingly at him as he looked a bit down and I followed Gandalf out. I was nervous but knew that we needed help. And if asking a shape shifting bear meant we got it, I'd meet Beorn and see what happened next.

0o0

Outside was a enormous man, hair spiking like a mane down his back, clad only in a pair of ragged linen trousers. He swung a huge ax like a toy as he split another log. Gandalf fiddled with his staff next to me and I realized with a jolt that he was nervous! This didn't make me feel any better, especially since I was getting a weird vibe from the man. I could tell he was a man but I sensed that he was a bear. It made my senses all muddled and confused.

Gandalf called softly, "Good morning."

Beorn didn't hear as he split another log. Gandalf called a little louder, "Good morning!" Beorn paused and didn't bother looking at us as he growled, "Who are you?"

Gandalf said softly, "I am Gandalf. Gandalf the Grey." and he bowed slightly. Beorn spun, settling the ax on the ground in front of him, "Never heard of him." I fought not to instantly hide behind Gandalf or to use misdirection. If I suddenly appeared I might startle the giant man into attacking.

Gandalf said pleasantly, "I'm a wizard. Perhaps you've heard of my colleague, Radagast the Brown. He resides in the southern borders of Mirkwood." Beorn growled, eyes narrowing, "What do you want?"

Gandalf smiled, "Well, simply to thank you for your hospitality. You may have noticed that we took refuge in your lodgings last night." Gandalf waved his hand at the house, making me have to duck and this caught Beorn's attention, "Who is this little fellow?" he shifted to grip his ax.

Gandalf was still pleasant, "This is Ariana.." Beorn raised the ax, "A Dwarf is he?"

Insulted that he thought I was a man, and a Dwarf (no offense to my friends) I straightened to give him a piece of my mind but a hand on my head from Gandalf made me pause. I settled as Gandalf explained about the Goblins. Beorn's eyes didn't leave mine, "What did you go near Goblins for? Stupid thing to do."

I bristled again and this time Gandalf waved his hand and two Dwarves came out, Balin and Dwalin. I was amused at the surprise on Beorn's face, tho frowned when he lifted his ax. Gandalf smiled and said, "I must confess that several of our group are, in fact Dwarves."

Beorn sneered, "Do you call two, 'several'?"

Gandalf waved again, explaining and then Gloin and Oin popped out. This continued until finally Bombur barreled out and Beorn asked, "Is that it? Any more?" Thorin stepped out and Beorn raised a bushy eyebrow, "A wizard and a group of 14 Dwarf men."

I couldn't keep my tongue leashed after that and put one hand on my hip and said firmly, "Ariana, at your service and I am not a man or Dwarf." Beorn looked at me and Gandalf practically groaned. Beorn growled, stepping forward, "Apparently. What is a little Vixen doing with a Wizard and a group of Dwarves?"

I waved the Dwarves off as they tensed at my defense and stepped forward, "I am apart of their company and while we thank you for your hospitality I must point out that I know for a fact you knew I was female and it was rude to call me otherwise. And I'm not a Vixen."

He reached forward and I just glared as he picked me up under my arms, wincing slightly when this hurt my side but continued to glare all the same. He studied me and growled, "Tell me, was your mother's name Adrianna?"

I couldn't have been more surprised if he had dropped me, "How did you know?"

He finally smiled slightly and said, "I met your mother once. You look like her and have your fiery spirit." He gently set me down and I bowed slightly to him, "Then I am glad to meet you Beorn."

He nodded to me and then offered the Dwarves food, which they eagerly welcomed. I followed them inside, smiling slightly at the relieved Gandalf as we went to the big table and I climbed up into a chair and watched curiously as animals came out with plates and platters of food when Beorn called.

Everyone eagerly dug into the food. I was instantly fond of the honey cakes, they were sweet and a bit nutty tasting. I had ten, which made Bofur next to me chuckle, "Good, lass?"

I nodded, mouth full like a chipmunk. Beorn laughed a great booming laugh, setting another plate of honey cakes in front of me, "Vixen likes my honey cakes eh?"

I swallowed my mouthful, figuring I'd let the nickname slide, and gave a hooked smile at him, "They are very good Beorn. Thank you."

He hummed and then grew serious as he filled Fili's cup with milk, turning his attention to Thorin, "So you are the one they call Oakenshield." I took a drink from my own cup as Beorn talked of Azog the Defiler and we were being hunted. Beorn revealed that Azog had killed his family and that he was the last of the skin changers. I looked at him sadly, his eyes resting on me and then he said softly, "You are running out of time." He sat on a great bench by the wall that was beautifully decorated with bears.

Gandalf nodded and said, "Which is why we need to go through Mirkwood." Beorn's face clouded and he said, "A darkness lies upon that forest. Fell things creep beneath those trees. I would not venture there except in great need."

Gandalf looked troubled but tried to seem confident, "We will take the Elven Road. That path is still safe."

Beorn sniffed, "Safe? The Elves of Mirkwood are not like their kin. They are less wise and more dangerous. But it matters not."

Thorin had got up and was pacing, now he turned towards Beorn, "What do you mean?"

Beorn said simply, "These lands are crawling with Orcs. Their numbers are growing. And you are on foot. You will never reach the forest alive."

I thought ironically as I nibbled on another cake, "Well that's a comfort."

Beorn stood and growled low, "I don't like Dwarves. They're greedy, and blind. Blind to the lives of those they deem lesser than their own." I saw Gloin dust a mouse off his sleeve that Beorn picked up gently in his massive hand. The tension in the air grew as Thorin and Beorn stared at each other. Then finally Beorn gently set the mouse in some straw and said firmly, "But Orcs I hate more. What do you need?"

The tension faded and my shoulders relaxed. Then I felt the itch to move. We were getting what we needed and I felt like I should do something in thanks of Beorn's hospitality.

While Thorin and Gandalf talked with Beorn about steeds and supplies I whispered to Bofur where I was going and slipped away. Going outside I shifted my swords off my back and then my twin swords. But keeping my daggers I set my blades aside carefully on a barrel and followed my ears towards what sounded like horses. I went around the house and found a corral full of beautiful black and white horses. Or at least I believed their coats to be white under a thick pelt of mud.

Then I heard a nicker that sounded awfully familiar. Turning my head I gaped when I saw a familiar gray gelding walking my way with a slight limp, "Laddybuck?"

I hurried up to him as he nickered another hello and wrapped my arms around his neck happily, "Laddybuck! Oh Laddybuck! It's so good to see you!" Laddybuck pushed his chin against my back, returning the hug. We stayed like this for a moment and something loosened in my chest I hadn't known was tight. Deep down I had been incredibly worried for my horse friend. He had been a dear friend during my first and harder days with the Dwarves.

Now I felt like my face would split in two I was grinning so wide. Pulling away finally I ran my hands down his neck, looking him over carefully. Then I finally saw his right hind leg, it had a nasty scar running down his hip, a good foot long. Another scar on his fetlock had me cringing, glad that he was still able to walk, even with a limp.

I said softly, "Oh boyo, how did this happen?"

He rubbed his soft nose against my cheek and said softly, "After I ran away, I tried to find you. Sorry, but I got hopelessly lost. Some Goblins thought to make me a meal just on the other side of the forest. Beorn saved my life and brought me here. He nursed me back to health."

For that I could have kissed the bear-man. Rubbing Laddybuck's cheek I heard a booming voice that nearly levitated me off the ground, "Ah little Vixen. I see you've met this fine horse."

I smiled at him, turning but not taking my hand from Laddybuck's cheek, "Laddybuck and I got back to the start of the journey. I have to thank you so much for caring for him. He got startled when we ran into some Trolls and got lost. I'm grateful you saved him Beorn."

His eyes crinkled and he hummed, "Ah, so you speak with the beasts." A blush dusted my cheeks but I thrust out my chin stubbornly, "I do. Laddybuck is my friend."

Beorn didn't seem bothered by my defense as he moved beside me and patted Laddybuck's withers, "I see, well your Laddybuck is the cleanest of this lot. I'm going to need to give them a wash before you and your friends use my sweet horses."

Instantly jumping at a chance to help Beorn I asked immediately, "May I help?"

He smiled at me, "I could use a hand. They'll behave I have no doubt with you being an beast-speaker. And since I am with you they will be doubly good. But I admit yhey have a playful streak."

He led me to the corral, Laddybuck following me like a puppy, and I introduced myself to the herd as Beorn fetched a large barrel full of water. He lifted it without strain and gathered a bar of honey soap and rags. One by one we lead a horse out and it seemed to take forever to get the mud from their hides. Fifteen horses in all, Laddybuck watching curiously as he took a bite of grass here and there.

Beorn rumbled affectionately at the horses, who answered with little nickers and rubs against him. I asked curiously, "How did you know I can talk to animals?"

He looked at me and said, "I can smell it. Just like you can tell that I am not human."

I nodded slowly, rubbing a stubborn spot of dirt, "I just..can. I don't know how to explain it really." He nodded and said, "Your mother was different as well. Not a beast-speaker but she was strange. She helped me once, when I needed it and now I can pay my debt to her daughter until I see her again."

I nodded, not looking at him, "She um, she passed a few years ago. But I'm sure she would be glad to know your doing well Beorn."

He looked at me, frowning and said softly, "I am sorry for your loss."

I looked at him with a sad smile, ignoring old pains, "And I'm sorry for yours." We were doing the last of the horses then and let the others go off to eat grass as Thorin, Fili and Kili walked up to see what we were doing.