Chapter eight is here, my little hatchlings!

Thank you for being there through the whole chapters! And I am having so much fun with this Hobbit fanfiction. I am glad that I got back to writing fanfiction once more.

So here we are with chapter eight.

They all meet Beor, the skin changer and they are about to head for Mirkwood Forest, which was known to be a cursed forest that is filled with dread, dangerous creatures, illusions and all sorts of nonsense that will drive the dwarves, Lily and Bilbo a bit insane of how confusing the forest is.

So here we go!

Chapter Eight: The Skin Changer and Mirkwood Forest.

Bilbo was searching the area they were in, trying to see if any orcs followed them when they exit the Dragon Sanctuary cave. He saw a small group in the distance and dropped down from the large boulder he climbed up to see what was happening. He nearly slipped and was about to fall-

Something grabbed him by the scruff of his shirt. He looks at the source to see a pair of wide pupils looking at him and he was relieved when he saw the eyes were mismatched. "Thanks, Lily."

Lily was still trying to get her transformations right as she was a dragon with black scales, but he was still concern how there were scars on her from years ago when he found her that day. Lily cooed at him, her pupils still wide at him and helped him down from the boulder. "How close are they?" Thorin asked, looking at them.

"Too close." Bilbo said, Lily gently putting him on the ground and Lily jumps down from the boulder. Thorin thinks for a moment, then looks at Lily. "Fly up. See if you can see anything that we can use as a shelter." He said and Lily hesitated, looking at her wings. She never flown before, not on her own that is. She hesitated, flapping her wings before she starts to hover above them slowly.

She looks around, still hovering. All she can see were forests around them and a smoke at the distance-

Wait, what?

She saw smoke of some sort in the distance due north and looks down at the others then a problem was in her mind when she tried to fly down:

How does she land?

The dwarves were looking up at her as she hesitated to come down. "...she knows how to land, right?" Ori asked, making all of the dwarves have a worried look before getting out of the way as Lily crash landed in a small pond, a panicked roar being heard from her.

A fish was on the top of her head, flopping up and down from the lack of oxygen from the water and algae was on her neck and back, Lily having the most flat annoyed look on her face. She heard snickers from the twins, who were trying their best not to laugh but were failing miserably and started to laugh. Lily threw the fish at them, hissing at them before getting out of the water.

She shook the water off of her, snorting and sneezing, shaking her head. "What did you see?"

Lily turned human, her hair still wet. "I saw some from the distance, probably from a house or cabin." Lily said. Gandalf knew what it was, but he didn't say anything as they continued their journey. "Maybe it would be wise if we sleep in the trees for the night." Thorin said, looking up at the trees because he knows that the orcs are still after them.

They start to climb up the trees, Lily having a bit of a problem when she grabbed a branch, it snapped and she fell back down with a yelp. Lily growled in annoyance, trying to find another branch, which it was at least a few feet above her head as she tried jumping up to grab it, but it was futile-

A hand grabbed hers when she jumped up and she saw Dwalin, who helped her onto a branch and she smiled at him. "Thanks, Dwalin."

He just nods in response, resting on his branch of the tree and Lily leaned back as well, sighing deeply through her nose. Everyone was soon asleep, the echoes of the crickets chirping and little frogs croaking in the night. The nature around them echoed in the night. Of course, it was a few hours when Thorin woke up, feeling that something was wrong.

He looks around, seeing everyone asleep...well, almost.

Lily was missing.

He sat up, looking around. Where did the girl run off to this time? Of course, his answers were given when he heard small splashes from the distance and he climbed down, being careful of not waking anyone up and went over to the source. Lily was taking deep breaths, her heart racing as she splashed water on herself from a pond from where she crashed earlier.

"Damn nightmare..." She thought, trying to relax herself. She took a deep breath, trying to erase the dream, but it wasn't working as her entire body shook. "It's just a dream, Lily...calm down..." She said to herself, running her hand through her hair-

"Shouldn't you be asleep?"

She nearly jumped, placing a hand over where her heart was in her chest and turned around, seeing Thorin. "Gods, Thorin. You startled me." Lily said, trying to get her heart thump normally, since it was still thumping rapidly. "...and...I really couldn't sleep..." Lily said, sitting down at at the shore of the lake, staring at the moon's reflection of the small lake from the pond. She heard footsteps coming beside her and Thorin sat down next to her.

"Why can't you sleep? You need your strength." He said, also looking ahead.

"...guess I'm still...a bit shaken from the...orc event." She said, rubbing her arm and he looks at her. She closed her eyes, taking a deep breath. "I know that I should not worry about it...but...the images kept flashing in my eyes, Thorin...and...and it's starting to scare me still." She whispered at the last part, clenching her eyes shut.

Thorin kept looking at her.

"I...I know that I need to be strong and forget what has happened, Thorin...but...the images...they keep coming and I-"

"Lily."

She looks at him. He placed his hand on her shoulder, giving it a gentle squeeze. "There is nothing to be ashamed of." He then took a deep breath, looking away from her and pulled his hand away from her as well. "Because I, too, have visions that I do not wish to see."

She looks at him.

"...when Erebor was taken by Smaug, Thrandail did nothing to help my people..." He took a deep breath and sighed, closing his eyes for a moment until he felt something on his hand. He looks over slightly to see Lily's hand squeezing his gently and he looks at her.

Everything seemed to silent around them as they stared at each other; red and blue eyes looking at crystal blue eyes. Lily's heart starts to flutter a bit when he looks at the dwarf prince. What is this she is feeling right now? There is no way that she could have this feeling towards someone...right? But Thorin has look out after her ever since they had started their journey to Erebor.

When he rescued her from the Warg that attacked her.

When he started to teach her sword techniques, even when any of the other dwarves could had trained her with weapons in Rivendell.

When he held her when she seek for comfort and reassurance.

Comfort when they were in the caves of the mountain before the Goblins got to them.

Both comfort and reassurance when she woke up from battle from trying to defend herself from the pale orc. Any of the other dwarves could had been there beside her, even Bilbo and Gandalf could have been beside her, but it was Thorin that was beside her when she woke up.

Maybe...she did had more than just a friendship for the dwarf prince.

Thorin was also lost in his thought. Ever since they started their journey, he look out for Lily. Sure, he was aggravated at first when Gandalf insisted her to go on the journey with them and he was against the idea. And he was also a bit angered that she had the ability to summon dragons, but it all changed when she told him she had no idea that she can do that ability, nor does the Hobbit know that she could do it.

But she had started to get use to their company, especially his nephews Kili and Fili. She kept them off of his back for a few moments every so often and it eased him for now. And for some reason, ever the conversation they had in Rivendell, he couldn't help but reached out to her and look after her.

He could have let anyone else in the company to look after her, but he decided he should and train her with sword techniques that he had learn from his father and trained his nephews as well and he trained Lily as well. But what really struck his heart that day the most is when Lily told him that she was afraid that she'll anger the fire drake even more and might cause more death to people if she angered the dragon, Smaug.

Then when they were surrounded by the Wargs that was led by Azog the Defiler, when he saw Lily nearly died that time, he felt the anger rise against him. Not against Lily, but to Azog even more that he had harmed her. As long as he was standing, he was not going to let anything else hurt her.

They both really didn't know when their heads started to lean towards another, closing their eyes as their lips were merely inches away from another-

A roar was heard from the distance, making them both jerk away from each other and was out of their trance.

"What was that?" Lily asked, looking around a bit nervously. Thorin stood up, looking around as well for the source. "Not sure. But it did sound close...we need to get back to the others. We'll be safe in the trees for the night." He looks at her and offered his hand. She grasp it and he helped her stand up. They went back to the others, who were all asleep for now as they were safe and sound in the trees.

Thorin starts to climb up the tree and looks over at Lily as she managed to climb up the tree on her own, which she had a bit of help from Dwalin when he heard her come back and was struggling a bit to climb up and he assisted her back onto her branch and she smiled at him before going to sleep.

Thorin seemed to smile a bit before falling asleep.

They all still wondered what was the roar they had just heard the next day as they were travelling once more. Lily shivered, wrapping the cloak around her tighter to prevent the cold as they were around a campfire once more, cooking a meal.

Lily kept hearing the roars in the distance and it felt like it was getting closer and closer to them. It was making her very uneasy, since her father was out once more to search for Orcs that were trying to follow them. "Be careful, dad..." She thought, adjusting her cloak around her. A small dragon perched on her shoulder, looking at her as it licked one of it's eye, hurring.

"Is something wrong, alpha mistress?" The small dragon asked in dragon tongue. Lily looks at the small dragon, which they were named Terrible Terrors. "I am just afraid that my father will be in danger and I am not there to protect him." She spoke back to the dragon, then had a very far distant look in her eyes when she looks away. The small dragon hurred sadly and nuzzled her cheek, purring ever so softly for the dragoness alpha.

"Have the Wargs picked up our scent?"

Lily looks to see that her father had returned, Dwalin, Thorin and Gandalf talking to him. "Not yet. But there is something else out there." That made Gandalf look at him. "What form did it take? Was it a bear?"

"Well, y-yes, but it was larger." Just then, the same roar from the other night was heard, spooking the small dragon and it flew off. Lily saw how Gandalf was lost in thought and it then hits her.

"Gandalf..."

He looks at her as Lily walks up to him. "...you know what is out there, do you?" She asked. He looks at her for a moment before sighing deeply. "There is a house ...it's not far from here, where we might take refuge." The grey wizard said and Thorin narrowed his eyes suspiciously at him. "Whose house? Are they friend or foe?" Thorin asked.

"Neither...he will either help us, or, he might kill us."

Lily stilled a bit, when she heard what Gandalf said. "That really doesn't help the situation, Gandalf!" She gulped, looking around as she unsheathed her sword, her back against Bofur's back as the dwarves were looking around, the roars getting louder and louder. "...what choice do we have?" Thorin asked once more, looking at Gandalf.

"None."

Lily stilled when she saw a large shadow loomed over her and she turns around to see the largest bear she has seen in her entire life. It roared at the company, standing on it's hind legs to show how powerful it is.

"RUN!"

They all started to run, the large bear chasing them after them. Lily was behind the group and she kept running the fastest she could when she heard the powerful stomping feet of the large bear that was after them. It was roaring and snarling, determined to chase and kill them all. She didn't know how long they were running, but a house was seen over the horizon and they ran faster until they got through the gate and Thorin managed to close it, but the brute force of the bear tried to break through the gate and Thorin starts to struggle, trying to keep the door closed.

Lily went over to help him, trying to keep the bear from breaking through the door. "Lily, try transforming again!" Thorin said and she looks at him. "Thorin, I'm still trying to-"

"JUST DO IT!"

Lily winced slightly, but didn't show and she nods, focusing to shift-shape into a dragon once again. She then turned into a large dragon and kept the gate closed as she laid there. It was larger than the boulder class dragons they encountered in the cave of Goblin Town to escape from the Goblins and the goblin king, but it was larger.

"Hurry, inside of the house, all of you!" Gandalf said and Thorin looks at Lily as he managed to get some wood to barricade the doorway. "Lily, we need to get inside!" He said. But then, he heard her taking deep breaths as if she was...snoring.

She was ASLEEP!

"Damn it, Lily! We do not have time for this! Wake up!" He tried moving her, but she was so heavy that he couldn't budge her to move. Lily just smacked her lips, still asleep and snoring loudly. "Lily, come on!"

"I'm afraid she won't be waking up anytime soon in that form."

Thorin looks at Gandalf, stopping from moving Lily. "What do you mean she won't wake up!?"

"She has taken form of a Hotburple dragon. They are known to be the heaviest sleeping dragons of their kind. Even if you try to make the loudest noise you can make, she will not hear it. She has to wake up on her own." Gandalf said, which made Thorin growled in frustration.

"Gandalf, what was that thing?" Ori asked, gesturing to the roars and bangs from the other side of the gate.

"That is our host. His name is Beorn, and he's a skin-changer." Gandalf said and the other tensed. The bear outside is their HOST!? The roar seemed to faint more until it was gone and Ori peeked through a small hole through the gate and smiled. "He's leaving."

"Get some sleep, all of you. You'll be safe here tonight." Gandalf smiled, knowing that the skin changer will aid them for now instead of killing them. "What about Lily? We can't leave her like that." Nori asked and Gandalf smiled at Lily "She will be fine where she is for now." Gandalf smiled.

It was later until it was night time, Lily still in her dragon form as she was snoring loudly in her dragon form as a Hotburple. A secret door opened on the far side and a large shadow figure looks down at Lily, who still remained asleep. The figure placed their hand on Lily's forehead, focusing and she reverts back to a human, but remained asleep. With gentle movements, without waking the girl up, the figure picks Lily up in their arms and walked inside of the house, where the dwarves, Gandalf and Bilbo were asleep.

The figure then laid Lily down beside of Bilbo, which she scoots closer to her father in her sleep, sighing softly. The figure grunted softly before resuming to what he was doing. Bilbo woke up when he felt a rather large bumblebee land on his nose and he managed to get it off of him, without getting sting, but then noticed how Lily was asleep, curled up against him and he smiled, missing the old days when her daughter was so little and she would always sneak into his room in the middle of the night and sleep with him.

How she gets into his room without making a noise, he had no idea how she had done it.

It was the middle of the night, Bilbo sleeping in his own bed and he turned over, sighing softly. Of course, his dreams were interrupted when he felt something shaking his arm.

"Daddy...daddy..."

Bilbo fluttered his eyes open to see his daughter, Lily, having one of his old night gowns on that seemed to fit her, but she had tears rolling down her cheeks and he sat up, propping himself up with one of his elbows. "Huh? Lily, what's wrong?"

"I...I..."

"Hey, hey...you can tell me." He said, brushing the bangs away from her eyes. She looks down, sniffing. "I...I had a bad dream..."

He looks at her, his hand still on the top of her head. "Oh, you did?" He asked, which she nods. He sighs softly through his nose, but then smiled sadly. "Alright, come here." He said, opening his arms to her and she immediately went into his arms and he picks her up, setting her beside him. Her fingers clench to the fabric of his night gown and she buried her face into the crook of his neck and Bilbo can feel her tears landing on his skin and night gown. He gently wrapped his arms around her, hushing her and stroking her hair.

"It's alright, I'm here..." He whispered, kissing the top of her head. He laid down, letting Lily lay her head on his chest and he kept stroking Lily's hair until he heard her breathing evened out and he looks down. He smiled sadly when he saw Lily was asleep, having a peaceful expression on her face.

He closed his eyes, having an arm around Lily's shoulder and let the slumber take over.

Bilbo smiled softly, brushing her bangs out of her eyes and she fluttered her eyes open, looking up at her father tiredly. "Hey, sleepyhead..." Bilbo smiled and Lily smiled tiredly at him. It then occurred to Bilbo; how did she get here?

"...Lily, how did you get here? You were asleep at the gate." Lily thinks for a moment and she was in deep thought. "...I don't know to be honest." She said, looking at him and he sighs. She then felt him brushing her bangs away from her eyes and she looks up at him, slightly confused. "...I always kept thinking that yesterday, you were that tiny girl that I found in that bush and today, you're all grown up."

Lily smiled at him and nuzzled her face into his shoulder. "I'll still be your little girl, dad." He smiled and held her with both arms. "Oh, Lily...my little Lilypad." Lily smiled at her old nickname and Bilbo heard her purring, which it doesn't surprise him anymore and he kept stroking her hair until they heard noises and they pulled away from each other.

Lily looks to see a very tall man and she gulped a bit from the size. He was bigger than anyone in the room as the dwarves were given breakfast. "So you are the one they call Oakenshield? Tell me, why is Azog the Defiler hunting you?" Beorn asked the dwarf prince and Thorin looks at the skin changer. "You know of Azog? How?" He asked. Beorn sighs deeply and he had a far away look on his face.

"Our people were the first to live in the mountains, before the orcs came down from the North. Once there were many..." he then closed his eyes sadly, sighing deeply. "Now, there is only one..."

Lily felt bad for Beorn, seeing that he was now the last of his kind. But that's when Beorn noticed her and she stilled a bit. "You are the dragon alpha?" She stilled a bit, but nods. "Y-Yes, I am."

"You still struggle with shape shifting, correct?" He asked and she looks at him. "Wait...you...you changed me back?" He nods, looking down at her and she still tensed up of the great height difference. Her head only reached to his stomach and she was taller than most of the dwarves. Thorin is nearly her height, since he was known to be the tallest dwarf.

"It will take time, but you will grown to be accustom to skin changing, just like how I did many of years ago." He then looks at the others, "So, you need to reach the mountain, before the last day of the autumn?" He asked and Gandalf nods. "And why go to me?" Beorn asked.

"B-Beorn, if I may." Lily said before Thorin can make a remark at the skin changer and Beorn looks down at her.

"Me and my father have been with Thorin and company for months now and they proved nothing but loyalty, bravery and protection than any other people we have met. I know that you had a bad past with dwarves from what Gandalf had said." That made Gandalf tuck his hat down a bit more, avoiding eye contact. "But if we don't do something, not only will we lose this entire quest and Thorin will lose his homeland forever, then that means that Azog already won."

Lily looks at Beorn and the skin changer sighs deeply.

"I don't like dwarves..."

Lily looks down, sighing sadly at her attempt.

"...but orcs, I hate more. What do you need?" Beorn asked Gandalf and Lily smiled. She looks over at Thorin, which he looks at her with a surprised look of what she said, then smiled a bit and nods at her and she nods back, smiling. They start to prepare for the journey, Lily placing her belonging in her backpack until she felt a hand on her shoulder. She turns around-

She was surprised when Thorin pulled her into a tight embrace and she looks at him confused. "...thank you...from what you said earlier." She then smiled and returned the embrace. "You're welcome, Thorin."

"We must go through Mirkwood." Gandalf said as they were all given ponies. Lily stood by Gandalf as Boern watched them off. "The wood elves of Mirkwood are not like their kin. They are less wise and more dangerous." Beorn warned and Lily looks at Gandalf. Gandalf nods, then trots off. Lily looks at the skin changer. "Thank you so much for your help, Beorn."

"May you have a safe travel, dragon alpha." Beorn said before going back to his home.

Lily managed to catch up to the others and looks at Gandalf. "We have to go through Mirkwood?" She asked, looking at him. "Yes. It is known to be a cursed forest, but it is the only way to Erebor and it is the only option we have." Gandalf said, looking back at Lily. She gulped a bit, but kept focus on the journey.

They arrived at the dark forest of Mirkwood.

"Set the ponies loose." Gandalf said, dismounting from his horse and the others follow. "They will never set foot into the forest. They will return to Beorn." Gandalf said, the ponies now darting off to their homeland. They walked up to the statues that were standing by the dark forest. Gandalf moved a root away to see a sign and he sighs.

Lily looks at their surroundings and Lily gulped, having a terrified feeling of the forest. "Lily?" Balin asked, placing a hand on her shoulder. "...there's something far evil in the forest, Balin...and it scares me..." She said, still looking at the forest and she could have swore she saw something moved in the trees, hissing. Lily then saw how Gandalf was leaving. "Gandalf?"

"I wouldn't do this if I had to...I'll be waiting for you all at the over look, before the slopes of Erebor. Do not enter the mountain without me..." Gandalf said, looking at the others. "No, not my horse, I need it!" Gandalf said, going after his horse and Lily looks at the others. "Stay on the path, do not leave it." And with that, Gandalf was gone. "...what do we do now?" Lily asked. Thorin got out the map and looks at it. "We have to stay on the path if we need to get Erebor. Come on, we need to reach to the mountain before the sun sets on Durin's day." Thorin said and the enter the forest, the others following him.

Lily gulps, staying in the back of the group as she can hear the hisses in the forests. She had a very bad feeling about this place. She can heard the others having a conversation, but she wasn't paying attention and then...she heard nothing.

She then saw that the group was nowhere to be found.

"Dad? Thorin? Balin!?"

No answer.

It was the forest. It was playing tricks on her and she can hear the whispers in her ear and she clench to her head, her eyes shut tightly. "SOMEONE, PLEASE!" She fell onto her knees, tears rolling down her cheeks. "Please...please..." She choked and she was now sobbing. It was hard for her to breathe and she was breathing fast and shaky breaks.

Meanwhile...

"The path...it's disappeared." Nori said and Thorin looks at the forest. "We are not lost, we need to keep heading East." Thorin said. Bilbo looks around and noticed something. "Lily? LILY!?"

The dwarves then saw how Lily had disappeared. "Where did she go!?"

"LILY!?"

"Lass!?"

"Miss Baggins!?"

Thorin looks around, trying to find Lily as well. How did she get separated from the group? He growls under his breath. "The forest..." He hands Bilbo the map. "Keep heading East. I will catch up." And with that, he disappeared.

Lily was still breathing shaky and fast breaths, still on her knees. She can still hear the voices of the forest whispering into her head, getting inside of her mind and she clench her eyes shut even tighter, tears rolling down her cheeks. "GET OUT OF MY HEAD!" She shouted, choking on a sob. She starts to shake more, she wanted to be with her father. She wanted to be with the others.

She wants to be with Thorin.

She then felt arms wrapped around her from behind and she starts to panic, struggling to get out of the arms that were holding her. "Lily, calm down! It's me, Thorin! It's alright!" She then felt herself relaxing more now against the arms. "Easy now...easy..." He said and he noticed how she was shaking more and he looks at her. "Lily-"

She wrapped her arms around him, her face buried into his chest and was now sobbing. Thorin knew what happened. The forest played tricks on her, causing her to go into a panic attack and why she tried to fight him. He looks down at Lily, then slowly hugged her tightly in return. "It's alright, Lily." He said, placing his hand softly on the back of Lily's head and held her close. She kept sobbing into his chest, her shoulder quivered and her entire body shook. "Th-Thorin..."

"Shh...you're going to be alright," Thorin promised, gently moving his fingers through Lily's hair. "I'm not going anywhere...," He added and that made Lily tighten her grip on him, her fingers fisting up the fabric of his shirt on his back. Thorin didn't know how long they stayed like they are now, but he need to calm her down if they need to get out of the forest. "You're safe, Lily..." He spoke calmly, resting his cheek on the top of her head.

After at least twenty minutes, she had finally calm down; her sobbing ceased, but her shaking still remained. He didn't know how to stop her shaking so all he did is placed his cloak around her shoulder. "Lily...think you can walk?" He asked gently, grabbing her shoulders gently, trying to look at her eyes, which remained under her bangs the entire time.

"I...I don't think...I don't think I can..." She sniffed, clenching to the cloak around her shoulder and he sighs. "I thought you might say that." And with that, he placed his arms around her back and under her knees and picked her up, which she tensed a bit. "Take it easy. It will be easier this way." He said, adjusting his grip before walking. He felt her shiver every often or so and he adjusted his grip on her.

"...'m sorry-"

"Don't apologize. The forest would play tricks on any of us." He said and she looks at him. He squeezed her shoulder gently and continued to walk. So gently, she rest her head against his shoulder, sighing softly. She sighs softly, closing her eyes. She need all the strength she can get. And she might as well get rest now because there might not be another time for her to get rest.

She knows that Thorin will let her know if anything is wrong. And she can trust him.

Aww, they almost kissed in the chapter. Sorry for the teaser of that one guys, but I do promise that the next chapter will be more good. It too me moments or so and to re-write this entire chapter, trying to get all of the feelings back into it so I'm sorry if I delayed you guys for so long.

But the next chapter, They are all lost in Mirkwood and they are captured by the wood elves and Thorin meets Thrandail, who failed to help him when Smaug attacked Dale and taken the Lonely Mountain. What will happen when they meet once again? And what is this feeling that Lily starts to develop around Thorin and stand up for him when people put him down?

Well, you have to find out in the next chapter, my hatchlings.

Until then,

BlackDragon157