Bilbo was sulking.

He knew it was petty and childish but he was. The sun had long set now and he was laying with his head in his forepaws by Beorn. The Dwarves having long since retired to plan their travel strategies through Mirkwood with Gandalf.

"Still in a mood then."

Bilbo flattened his ears against his head.

Beorn laughed, well, as much as a bear could laugh anyway.

"Dwarfs are greedy, I do not know why you hold them, especially that arrogant 'king' of their in such high esteem." Beorn scoffed.

"He's a good king." Bilbo argued, "Or, he will be. If you knew him, you'd know why he is the way he is. I just wish he wasn't so stubborn and blunt!"

Bilbo sighed.

"I only just earned his respect and friendship, what will he say if he finds out Wolf is me?"

Beorn rumbled and licked Bilbo's forehead like his mother used to when she wanted to comfort him. Bilbo may have been acting like it, but he wasn't a child, but he allowed the action all the same. Beorn probably missed acting as a skin changer.

"You are always welcome to stay here." The bear offered, "I have missed my own kind and those Dwarves will bring you nothing but misfortune. I feel it."

"I signed a contract Beorn." Bilbo replied kindly, "And they are my friends, I want to help them reclaim their home."

Beorn sighed sadly and placed his head on his paws. Bilbo felt a twinge of guilt. He knew Beorn was lonely here, thinking he was the only one left of his kind had taken a toll on him.

"When the quest is over, I will come back." Bilbo added brightly with a friendly nuzzle, "I will bring you to my Shire. The Tooks will be glad to meet you. Like I said we don't have any bears and the Badgers and Ponies will probably be a little intimidated but I know my Took cousins will love you."

Beorn looked at Bilbo in silence for a few moments, there were many emotions swirling in his eyes, happiness being chief among them. Finally he replied.

"I would like that very much my friend."

Bilbo gave Beorn a friendly nuzzle, only a few short days ago he'd found the bear intimidating, now he reminded the Hobbit of a very large teddy.

"You must promise to come back then." Beorn added quietly.

Bilbo looked at his forepaws, not wanting to meet Beorn's eyes. He hadn't really given too much thought to it lately but he knew there was a good chance he'd die on this quest. A dragon was no laughing matter. Strangely, a part of him was content with the fact that he may never see the green hills of the Shire once more. But all of a sudden the thought of leaving Beorn alone, waiting for him to come back and take him to meet other skin changers left him very depressed. Somehow he knew the man would never take the trip alone.

They stayed silent for a while after that, Bilbo not wanting to make empty promises and Beorn not wanting to hear them.

After a while Bilbo lifted his head to the stars and moon, they were so bright here. He'd spent a good deal of his childhood at moon viewing parties with his Took cousins, playing after dark. The sight was one he'd not stopped to admire in some time. Without any warning he lifted his head and howled. He sung, low and melodically, not really forcing any emotion to the forefront this time, it was just a simple howl to the moon to break through the silence that'd he'd unwittingly caused. Beorn stayed silent of course, a bear doesn't howl as a wolf does but Bilbo could tell he was listening.

-oOo-

Saying goodbye to Beorn was hard. The Dwarves said their thanks for his hospitality and the use of his horses and that was that. Bilbo on the other hand found himself looking back over his shoulder at the lone figure until he disappeared over the hills. He'd bonded with the other skin changer over the last few days and he was missing the bear already, almost as much as he missed the Shire at the beginning of their quest.

"Don't worry Bilbo." Bofur smiled, "I'm sure the food will last, and once we have Erebor back, you'll get to see a real feast!"

Bilbo smiled kindly at the oblivious Dwarf.

The journey was fast, it didn't take long for them to reach Mirkwood and Bilbo didn't like what he saw.

The trees were twisted, the leaves dark and shrivelled and they all wound together blacking out the light and darkening the only safe path. He felt his instincts flare, this wood was sick to its very core, filled with dark magic and ill will.

"This forest is sick." He murmured, touching a palm to the wood, "Can we not go around?"

"There is no time Master Baggins." Thorin replied softly, "But you are with us and we shall use the safe path, you've nothing to worry about."

Bilbo wanted to tell him he could practically feel the madness seeping out of the forest, confusing his sharp senses already but he didn't. Instead he just nodded, so be it.

"Follow the Elven path." Gandalf instructed, "I must-"

"You're not leaving us!" Bilbo exclaimed, "Not now!"

What was Gandalf thinking? His magic could protect them in this dark place! Bilbo did his best to dissuade the wizard but like normal, Gandalf got his way. Bilbo could only watch angrily as he rode off to Gods knows where as the company filed into Mirkwood. Thorin gave him a pat on the shoulder, probably his way of trying to comfort the Hobbit, before following them in also.

Inside was horrid. That was putting things lightly, Bilbo's senses seemed all mixed up, he smelt with his ears, felt with his nose, his eyes seemed to see everything in reverse. The Dwarves were no better off, muttering and walking in circles, complaining and yelling the whole while. Bilbo didn't have the energy to join in the arguing, he was too busy trying to tell up from down.

That was when the spiders came.

Sorry this chapter is kinda boring but I didn't want to just copy out scenes from the books or film.