I want to give a huge thanks to Ehcorns, who agreed to beta this chapter (and those to come, I hope ^^). 'Bout time I got someone to proof-read this fic!

The Skin Changer

As it turned out, my excursion to the outskirts of Beorn's property meant that I was ideally positioned to witness his return.

The sky was just turning pink in the east, gradually pushing back the borders of the night until the first pale rays of light peaked over the top of the fence. A comfortable silence had settled, punctured only by my companion's occasional snoring. Despite his insistence that he was not tired, Bofur's exhaustion had finally gotten the better of him, and he had nodded off some time ago. He was now slumped against the tree, head tilted back, mouth agape. As for me, well… I had no intention of relinquishing control over my mind any time soon.

The nightmare's effects were starting to fade, and it was with a clearer mind that I was able to ponder its significance. This did not, however, mean that I was in any way productive. What little information I possessed was shrouded in ambiguity. There were still too many questions left unanswered for my liking, too many grey spots in the mystery of my presence in Middle-Earth.

I raised my left hand to the light, turning it this way and that, peering at my missing fingers. The stumps looked no different than they had the day before, and yet... I flexed my fist, imagining the throbbing ache. The wound had been recent back then. Phantom pain – more fact than memory. I sighed and gently closed my fist, bringing it up to rest against my forehead.

Maggie and Hugo Rogers. A lump formed in my throat. I swallowed it down, scowling at the lilac sky as though it had personally offended me.

Why now? I wondered.

It had happened over a year ago – yet, last night I'd relived our meeting as though it had occurred only yesterday. A sense of unease curled in my stomach. Smoke and mirrors. The details had been perfect – all but one. Caught up in the moment, The Thing had grown overconfident, believing me too absorbed in my own past to notice the deception. If not for that small and arrogant smile… My heart squeezed as realization slowly sank in: My dreams were being watched; my thoughts scrutinized.

But to what end?

Then, quite abruptly, the silence was broken.

…Thunk, thunk, thunk…

A dull, wet sound, but in the still hush of morning it was as loud and clear to my ears as a dripping tap. I sat a little straighter, tilting my head towards its source. My brow creased. The disturbance seemed to be coming from the other side of the fence.

I jabbed my elbow into Bofur's side. He started awake with a grunt and shot me a look of sleep-sodden exasperation.

"Do you hear that?" I murmured, gesturing towards the fence.

He followed my gaze. For a second, all that could be heard was the light rustling of leaves in the wind. Then the sound came again, closer this time. Bofur's posture went from relaxed to alert in the space of a heartbeat. He straightened, a slim dagger materializing in his hand. All trace of exhaustion has vanished from his eyes.

"Rouse the others," he hissed, rising swiftly from the ground. "We have company."

I scrambled to my feet. "Orcs?"

"Could be." Bofur turned in a slow circle, listening intently. "Or perhaps something fouler. Go!" He waved me down the path.

I had barely gone three feet however, when I was abruptly jerked back into the shadows of the trees.

"Wha –?"

Bofur shushed me, his attention fixed on the large double gate. Dwalin and Gloin had taken it upon themselves to wrench the heavy doors closed once we were sure the bear had lumbered away. They had found nothing to barricade them shut, so they'd left them as they were in the hopes that the door's formidable weight would discourage unwanted visitors.

With a shuddering groan, the gate began to swing open.

I cursed under my breath, pushing away from the tree. "We need to warn them."

Bofur held me firmly in place. "No time for that now." He threw me a quick glance. "Do you have a blade?"

I shook my head, silently mourning the loss of my short sword in the swift currents of the Bruinen.

Bofur's lips pressed into a thin line. "Then take mine." Ignoring my protests, he shoved the dagger's hilt into my hands. "Take it, Cassie. Of the two of us, I am the better fighter. I'll not leave you defenceless."

I wanted to point out that it was because he was the better fight that he should keep the dagger, but Bofur silenced me with a look. He pressed a finger to his lips and jerked his head at the open gate, warning me to shut up and ready myself for whatever was coming.

A tall figure melted away from the shadows beyond the gate, breaching the property in two long strides. I crouched, eyes narrowed. The dawn did not offer enough light for me to distinguish the newcomer's face, but in seize, he rivalled the Pale Orc. The figure twisted, placing both hands on the gate, and pushed.

"Mahal above," Bofur whispered.

The massive doors yielded to the newcomer's strength with alarming ease, sliding smoothly back into place. A loud BOOM rang out when the wood made contact with the frame, and the figure stepped back, brushing his hands on his thighs. He tilted his head, shoulders rolling back as he breathed deep. The motion brought his features to light, revealing a shaggy mane of dark hair and a broad, muscled chest. Then, in a movement that seemed unnaturally lithe for such a colossal form, he turned his back on the gate and proceeded to stride up the path.

Bofur tugged at my sleeve. When he was sure he had my full attention, he pointed towards the house and made a few quick motions with his right hand. I quirked an eyebrow and mouthed, "What?" He huffed and repeated the gestures, more slowly this time. I couldn't tell whether he wanted me to circle the property and attack from the other side, or sneak inside the house and sound the alarm while he distracted the intruder. Faced with my confusion, Bofur threw up his hands and mouthed, "Juststay here," jabbing at the ground to emphasize his point.

"Little rabbits, hiding in the trees," a rough voice called.

I nearly jumped out of my skin. Bofur's eyes went round.

The newcomer had paused halfway up the path. His voice was low in pitch and faintly guttural, as though it hadn't been used in some time – yet it carried clear across the courtyard. "I hear you. I smell you." The figure twisted, nostrils flaring. "Sweat, goblins and mountain stone. Come out of your hiding place, little rabbits. I dislike trespassers, especially those I cannot see."

Trespassers. The threat was barely implied, a deliberate reminder that we were on private property.

Bofur seemed to reach that conclusion as I did. "You are Beorn," he called, but made no move to show himself.

The newcomer inhaled sharply. "That I am," he rumbled, spreading his arms wide. "And this is my land. By what right do you enter it?"

Bofur hesitated only for a second. "We seek sanctuary," he replied, "from those who wish us harm. The tales of your… valour are known far and wide, Master Beorn, and – "

"Bah!" Beorn spat. "Pretty words will grant you no favours, nor will they shield you from my wrath. I tire of this game, trespasser. Show yourself – and your mute friend too."

His tone left no room for argument. Bofur clicked his tongue, looking far from content. "The wizard will convince him," he said quietly, though it sounded more as though he was trying to reassure himself than me. Then he straightened and stepped into the light. Gandalf's warning flashed to the forefront of my mind; "The bear is unpredictable, but the man can be reasoned with." I slowly counted to five, then pushed up from my hiding place, taking care to hide the dagger behind my back. It wouldn't do to put our host on edge, although I highly doubted Beorn would feel in any way threatened by the likes of me.

Beorn harrumphed as we drew nearer, folding his arms across his bare chest. He was a giant of a man, at least seven feet tall, and his brown eyes seemed to burn as we halted before him. There was a wild air about him; in the sharp angles of his face, the tangled mess of his hair – or was it a mane? My gaze slid down his powerful chest and flat stomach, following the line of coarse black hair… only to jerk back up again when I realized he was naked. Shapeshifter, my mind supplied as heat flushed to my face. Of course a bear doesn't wear trousers.

Bofur made an odd twitching motion, as if he was about to reach for his hat only to remember at the last moment that he'd left it inside. For a second he seemed quite at a loss at how to proceed, but swiftly gathered his bearings and said, "Bofur at your service," with a low bow. He straightened, adding, "And this young lady is Cassie Morgan." He shot me a pointed look. "She is equally honoured to make your acquaintance, though I must ask that you not begrudge her silence. The journey has left its wear on each of us."

That snapped me out of my daze. I blinked and gave an awkward little curtsy, resolutely keeping my gaze above Beorn's navel. "… Uh, yeah… nice to meet you."

Beorn was unimpressed. He tossed us each a sharp look from under his thick eyebrows. "Dwarves," he finally muttered. "I might have known. Who else would be so impertinent as to wander uninvited into my home?"

"Ah… about that…" Bofur gave a tense little laugh. "Our tale is a strange one, with many a twist and turn. You may perhaps have heard of a wandering wizard who goes by the name of Gandalf the Grey – not a bad fellow, as wizards go. It was he who suggested we seek refuge…"

"Never heard of him," Beorn said, "and I don't care to." He waved an impatient hand, sunlight glinting off the iron manacle around his wrist. A broken chain swung from the ugly contraption, peaking at my interest. "The affairs of wizards seldom extend to this part of the world."

Bofur opened his mouth, hesitated, then closed it again. The seconds ticked past, painfully slow.

"What about Thorin Oakenshield?" I blurted out. "Have you heard of him?"

My heart thudded loudly as Beorn's eyes flickered my way. "Oakenshield?" he echoed, and I could discern a hint of curiosity under his gruff tone. I bit back a smile. Gotcha.

Bofur cleared his throat. "I gather you have. But it's hardly our place to be making the introductions. If you would, Master Beorn, allow Thorin a chance to explain our cause… we would be very grateful."

"Your gratitude is of little use to me, dwarf," Beorn growled – but he did not ask us to leave. Indeed, he looked thoughtful. "Very well," he finally declared, gesturing towards his house. "It has been a long time since I have found myself entertained. I will hear your tale, trespasser. If it pleases me, I will offer you what help I can. If not…" his eyes hardened and he jerked a thumb towards the gate "…you will take your chances with the orcs." He turned and marched up the path, each stride the equivalent of three of my own.

I traded a glance with Bofur. He nodded, his expression grim, and we hurried after Beorn.

The door had remained opened, the smell of musk and straw wafting from within. My stomach rolled and I forced myself to take a deep breath. Beorn paused at the entrance of his house, gaze sweeping over the unconscious bodies sprawled across the floor. "I would tell you to make yourselves at home," he said with a heavy dose of sarcasm, "but it appears you already have. Rouse your king, Master Dwarf. I am not renowned for my patience."

"Yes, yes – give me a second to wake them!" Bofur called as he ducked past our host and scurried inside.

I made to follow, but a harsh chuckle stopped me in my tracks. Beorn's gaze had found the slim dagger in my hand. "The little rabbit has claws!" He laughed again, wild amusement dancing in his eyes. "But can she use them, I wonder?"

I was saved from having to answer as a familiar figure stepped into sight.

"Master Beorn," Gandalf said, tilting his head in greeting. Thorin stood at his side, somehow managing to look imposing and regal despite having been shaken awake only seconds before. He did not bow, nor did he offer up his services as Bofur had done, but Beorn did not seem to care, for his attention was fixed solely on the old man.

"I hear you are responsible for this invasion, wizard."

Gandalf smiled thinly at the blunt accusation. "I fear so. The danger was great and our options few. However, I would never have guided my party here if I did not believe you capable of fending off an assault. Your reputation precedes you, Beorn. I have heard of you, if you have not heard of me; but perhaps you are familiar with my good cousin Radagast who lives near the southern boarders of the Greenwood?"

"Yes; I used to see him now and again." Beorn's eyes softened ever so slightly. "The Brown Wizard cares for the forest and the creatures that dwell in it. I have had dealings with him before, but they have become less frequent of late." He rubbed his manacled wrist absently, and when he spoke again, there was a bitterness in his voice. "The forest grows sick in the wizard's absence. It is no longer known as Greenwood the Great."

Gandalf bowed his head in sorrow. "I have heard the rumours." There was a pause during which both men's eyes grew troubled.

Then Beorn shook himself, and said gruffly, "Now that pleasantries have been exchanged… What do you want?"

By now most of the company had woken, with the exception of Oin and Bilbo, who were snoring softly at the far side of the room. The dwarves were all huddled close, listening diligently to the exchange. "A little food!" Ori piped, only to be shushed by his older brother. Beorn's lip curled as he regarded us each in turn. We were a sight for sore eyes; filthy, bloodstained and half-starved.

"I have worked hard to replenish my winter supplies. Why should I take pity on your company when you draw orc filth across my boarders?"

Thorin stiffened at the insult. Gandalf, alerted no doubt by his uncanny ability to sense impending danger, intervened before the dwarf king could respond in kind. "The Pale Orc will not rest before Durin's line has run cold. Turn us away, and our fate is sealed."

Beorn snorted. "Then have no fear, wizard, for I will not banish you from my home until I have heard your tale." He gestured to the table. "We will talk once you are fed."

Gandalf released a long breath, shoulders sagging in relief. "Thank you."

"Do not thank me yet." Beorn muttered. In six long strides he crossed the room and disappeared through an opening in the opposite wall. The dwarves shuffled and cast dubious glances at the table, as though uncertain of what was expected of them.

"Charming fellow," Kili finally said with a forced chuckle. "Not overly-fond of dwarves, you say? We'll be lucky if he doesn't kill us himself…"

"He is a man of his word," Gandalf stated as he ambled towards the table. "But remember this: without Beorn's help, your quest will meet a swift and bitter end – so decide on what you will tell him, and make every word count!"

Beorn returned several minutes later fully clothed. He held a large plate of bread and a pot of what looked like honey. With a scowl he placed them on the table and said, "Chew slowly. That is all you will eat until I have decided what to do with you."

Troubling words indeed, but at that moment I couldn't care less. The first bite of bread and honey was the most delicious thing I'd ever tasted. For ten whole minutes no one said a word, too absorbed in the task of filling their bellies to indulge in polite conversation. To think I had frowned upon the dwarves' table manners in Bilbo's hobbit-hole – now I was stuffing my face as though my life depended on it, pausing only to lick the honey from my fingers and palms. The food, I noticed, was diminishing at alarming speed, and I felt a small stab of guilt for those still asleep.

"Hey…!" Bofur started to exclaim as I snatched two slices of bread from under his nose. I rolled my eyes and jabbed a thumb at the bodies sprawled in the corner. Understanding flashed across his features. "Good thinking. Oi, Bombur!" He shot his brother a mock-glare. "Save some for Oin and Bilbo, would you? You don't need fattening."

The mood grew somber as our host reappeared with a large jug. Beorn eyed the empty plate and said, "Now you will speak. What business brings you to my table?"

Everyone looked to Thorin, but it was the wizard who spoke. "We journey to Erebor, the last of the Great Dwarven kingdoms of Middle-Earth."

Beorn slowly began to pour milk into Gloin's tankard. "The mountain?" he said without raising his eyes. "I hear a dragon has laid waste to it. It is said Smaug slumbers on a hoard of gold and jewels, unseen by men for nigh on sixty years. You should turn back. There is nothing there but death and ruin."

His words were greeted with cries of outrage from around the table. "Now wait just one minute!" Gloin growled as Fili exclaimed, "No dragon will keep us from reclaiming what is ours – not while Thorin still draws breath!"

During the commotion, Bilbo bobbed into view, bleary-eyed and yawning. I scooted over to give him room – the first step in my plan to make up for my discourteous behaviour the night before. He caught my eye and took a step forwards, then blinked, apparently just remembering he was supposed to be annoyed with me. I held up the two slices of bread. His nose twitched and his resolve seemed to waver. Just as I was beginning to fear I'd underestimated the hobbit's ability to hold a grudge, he sighed and hopped on the bench beside me. "Good morning," he said, a little too formally.

I started to answer but was distracted by Beorn's looming shadow. Bilbo glanced up – and up again. His mouth dropped open.

"So," Beorn said, finally acknowledging the dwarf king. "You are the one they call Oakenshield. Tell me, why is Azog the Defiler hunting you?"

"You know of Azog?" Thorin retorted. He fixed Beorn with a level stare. "How?"

"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, but some he enslaved." Beorn held up his wrist and the broken chain swung from its manacle. An ugly look flashed across his face. "Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him."

"There are others like you?" Bilbo wondered out loud. He shrank back when Beorn towered over his small form.

"Once there were many."

"And… and now?" The hobbit inquired.

Beorn's eyes tightened, and he suddenly looked wary beyond words. "Now there is only one."

At that, Gandalf shared a meaningful glance with Balin. The message was pretty clear; Beorn had just as much reason to want Azog dead as we did. Maybe – just maybe – he could be swayed.

The skin-changer finished circling the table, and leaned against the wall. "The winters are harsh in the east. You need to reach the mountain before the last days of autumn."

Gandalf nodded. "Before Durin's day falls, yes."

"You are running out of time."

"Which is why we must go through the Greenwood." A dark look passed over Gandalf's face, and he chuckled without humour. "Or Mirkwood, as it is now being called."

Beorn leaned forward, suddenly intent. "A darkness lies upon that forest. Fell things creep beneath those trees. There is an alliance between the orcs of Moria and the Necromancer in Dol Guldur. I would not venture there, except in great need."

"We will take the Elven road," Gandalf said. "Their path is still safe."

"Safe?" The skin-changer gave a harsh laugh. "The wood-elves of Mirkwood are not like their western kin. They are less wise, and more dangerous. But it matters not."

"What do you mean?" Thorin demanded.

"These lands are crawling with orcs. Their numbers are growing, and you are on foot. You will never reach the forest alive." A mouse scurried across the table, squeaking as it tried to climb up Dwalin's arm. In one swift motion Beorn rose to his feet. "I don't like dwarves. They are greedy and blind to the lives of those they deem lesser than their own." He bent low and scooped the mouse in his hand, curling his fist around its tiny head. The mouse's shrill squeaks grew louder and I held my breath, unable to look away.

Beorn hissed and relaxed his grip. "But orcs, I hate more." His eyes flickered over to where Thorin was sat, and when he spoke, his voice had iron in it. "What do you need?"

"Food, if you can spare it," the wizard said. "Mounts – and above all, time."

Beorn considered, stroking the mouse with his thumb. "Food, I can give. Ponies, I can lend – provided you release them as soon as you reach the forest. As for time…" he paused. "A day, no more, no less."

"Then we shall leave upon first light." Thorin rose and inclined his head. "The dwarves of Erebor will forever remember your generosity. Should your path ever lead to the Lonely Mountain, you will be welcomed in our halls."

Beorn raised his hand and placed the mouse atop a low beam. He watched as it scuttled out of sight. "Do not make promises before the deed is done, Oakenshield. You might find yourself regretting it." Then without waiting for a reply, he turned swiftly and made his way towards the front door.

"But what if the orcs come back?" Ori whispered. Again, Dori hushed him.

Beorn paused by the door. Sunlight framed his figure, bringing out the web of pale scars etched across his arms and shoulders. "They will not, if they know what's good for them." He twisted and bared his teeth in what resembled a smile. A shiver crept down my spine. "I left them a little something by the gate." And with that, he was gone.

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