Bilbo howled his excitement into the open sky. He wasn't sure if Beorn would be able to understand the language of a wolf and he was sure the Dwarves wouldn't, but he did it anyway.

Excitement. Anticipation. Daring.

He howled it all up to the heavens before heading toward where he could smell his companions. They were in an open part of the compound, he could hear Kili, Fili and Ori all yelling for him and the clangs of metals as the other Dwarves sparred. Quick as he could he loped toward them, he intended to have some fun today.

'And after that' he promised to himself, 'I'll tell them the truth.'

-oOo-

Thorin had been sparring with Dwalin when the howl filled the skies. He'd never admit it but the sound took him by surprise, making him almost trip when he parried his companions last thrust. Luckily the clearing seemed to still at the sound and nobody noticed.

"I told you!" Kili beamed, "Where is he Beorn?"

The skin changer didn't reply, but rather shifted into his other form, tearing up his patched clothes in the process. Gandalf made a tutting sound under his breath but quickly became interested in his pipe when the great bear glared at him. Thorin had to admit, Beorn was an intimidating creature, was this wolf of his really as big as himself?

A loud bark filled the air and Thorin finally spotted him, a russet wolf with shaggy fur running toward them. Kili hadn't been exaggerating, he was the size of a horse!

"Wolf!" Kili bellowed, "Hi! It's me Kili!"

Wolf barrelled toward the young Dwarf and knocked him straight off his feet.

"Hey!" Kili pouted as Fili laughed, only to be silenced when the Wolf smacked him across the head with his thick tail.

Thorin felt his eyes narrow in disapproval, this beast clearly needed to be tamed.

Beorn certainly didn't seem to agree with him as he egged the wolf on with barks of encouragement, only to have Wolf set his sights on him. Running at top speed Wolf pounced, knocking the bear onto his back though Thorin suspected Beorn let him. The two wrestled, Boern even throwing the wolf into the air several times. Kili, Fili and Ori cheered Wolf on as he darted back and forth through the bears legs trying to avoid the light throws, nipping at his paws and sides.

"Quite the playful thing isn't he?" Balin chuckled.

"How many giant wolves can there be?" Bofur questioned, "He probably lost his pack and is happy to finally have a playmate again."

Thorin was about to reply when Beorn suddenly threw his sparring companion across the grounds and the King was forced to jump out of the way or else be crushed. Gandalf chuckled to himself, Thorin ignored him.

Wolf got to his feet, shaking out his long fur and seemingly admitting defeat as Beorn settled himself down for a nap. Wolf turned and faced Thorin, cocking his head to the side before getting down on his haunches. Thorin stared for a few seconds before Wolf gave an impatient bark.

"I think he wants to spar with you uncle." Kili grinned.

"Nonsense." Thorin grumbled, "With my sword I would easily injury him and without I am at a clear disadvantage when it comes to brute strength."

The Wolf made a scoffing noise.

"Use your sword Thorin." Gandalf advised, "I'm sure Wolf can take it, they are wise creatures you know. They never pick fights they don't have a chance of winning."

"And I do, is that is?" Thorin challenged, Gandalf just gave him a look that said more than his words ever could. The King felt his temper rising.

"Very well." He snapped, drawing Orcist, "But I give you fair warning, I will not go easy on you, if you are injured it is your own fault beast."

Wolf had been light hearted until that last sentence, after the word 'beast left Thorin's lips he saw the creatures eyes narrow and his muscles tense. It seemed the Dwarf had hit a nerve. Thorin had to admit, if only to himself, he was excited. Wolf would be a formidable opponent, standing taller than he himself was and no doubt being twice as strong. Thorin would still win of course, with a sword and his master of the art there was simply no way an animal, even one so large, could defeat him. But the work out would still be interesting and at the very least, good training for taking on wargs.

Wolf and he circled for a few moments before finally the beast made his move. He darted right and Thorin moved to parry with ease, only for his target to jump back, leap into the air and land behind him and kick him swiftly in the back with his hind legs, forcing Thorin to stumble and almost fall all together. Wolf had feinted him, and he'd fallen for it!

Thorin was not a warrior in name alone though and didn't let it faze him for long. Quickly he regained his footing and turned to face his opponent once more, giving a few quick slashes as he went. Wolf dodged them, barely, some of his long hair was sliced from his shoulders but Thorin had to admire his skill. Wolf knew his weaknesses, he stayed light on his feet, using his speed and agility to make sure his soft underbelly and neck were not exposed at any time.

Wolf ran to the side, clearly he was about to try and tackle him off his feet and hold him down, not likely. Thorin's instincts kicked in and before he knew what he was doing, he was countering the move with a sweeping blow with his sword.

A loud clang ran out and Thorin found himself standing stll in shock.

It had been another ploy, instead of tackling Wolf had opened his mouth and with perfect timing slammed his jaw shut, capturing the blade between his teeth. It was incredible, one moment sooner or later and Thorin would have either sliced through the beasts gums or knocked his teeth straight out of his body.

The two stood there for a few tense seconds, Wolf with Thorin's sword still trapped in his great maw before he yanked it free of its wielder hands and sent it flying across the field and impaling it into a stump.

Silence.

Thorin felt his blood boil. Wolf had beaten him.

Wolf gave him a sort of bow and Beorn roared his congratulations while Thorin went and pulled his sword free, temper flaring with humiliation. First Azog now this.

"Wow, Its been forever since anybody beat Uncle in a sparring match!" Fili breathed.

"I would not loose against a worth opponent." Thorin growled, "An animal is hardly that."

Wolf's ears drooped.

"I will be glad when we are away from this place." Thorin muttered to Dwalin, who'd come over to show his silent support, "Away from these beasts."

Wolf, whos sharp ears had obviously heard him made a whining sound and then dejectedly walked over to join the bear who was laid out on the ground at the edge of the field, curling up at his side.

"Uncle, I think you hurt his feelings." Kili whispered, though not particularly quietly.

"This quest is no place for empty words and kindness." Thorin retorted, "I've told you that before."

"I know. I just thought, since you befriended Bilbo…"

"Mr Baggins is a valued member of the company." Thorin argued, "One who has proven his worth to us, he is not some pet."

Oh Thorin! He respects Bilbo but now he hates Wolf!