Author's Note: Well, yay! I have ten more chapters after this one written, basically to just before the end of The Desolation of Smaug. So I'll finally be getting back to my regular update schedule for a while!

Chapter 19-A Night at the Bear's House

"Hi there." Karra grinned and patted the nose of a little black and white pony that stood behind the bars of a stable. "You like me, don't you?" The pony snorted and stamped its feet. "Okay then," she said with a sniff. "I guess you don't." Still, she was unable to resist one last pat on its nose as she turned and walked away. Ponies were cute and nice and all when she didn't have to ride them. As a matter of fact, she rather liked this bear-man's little ponies—to pat on the nose and have mock-conversations with. Not to ride.

She wandered out of the stables and down a hallway, nearly running into a door at the end. Standing on tiptoe, she peered through a crack in the large wooden slats. Some bees hummed around in a large flower garden. A breeze ruffled the bushes. All in all, it looked rather pleasant. Karra raised the latch on the door and swung it open, stepping out in the cool afternoon air.

She tiptoed quietly around the garden, taking everything in. There were several kinds of flower bushes, along with a couple of trees placed ideally so as to provide just enough shade. One of the huge bees landed on her hair and she brushed it off carefully. They were certainly the biggest bees she had ever seen, and she certainly didn't want to get stung by one.

Finally, she sat down near a large rosebush with a sigh. Gandalf had told them to get some rest, and that was just what she was doing, she reasoned. The sun filtered through the leaves, casting spotty shadows. She yawned. She probably shouldn't be out here alone, but it was so nice…

"This would be a lovely place to take a nap," she murmured. What she wasn't expecting was an answer.

"Then why don't you?" the answer came. Karra jerked upright and her eyes snapped open.

"Who's there!" she cried, turning quickly. She let out a sigh when she saw that it was Fili. "You scared me."

"You've been with us this long, and you still don't recognize my voice?" Fili smirked as he sat down beside her.

"Well…" Karra began. "You know, the bear. I thought maybe…that…never mind." Saying it out loud made it sound kind of silly. Had she really thought he was a bear for a minute?

"And I suppose I sound like a bear." Fili raised an eyebrow.

Karra giggled. "Well…"

"I suppose it could be a complement," he said, the corners of his mouth twitching. "But I don't quite know what to say."

"You don't sound like a bear," Karra said with a laugh. "And if I had meant that, it probably wouldn't have been a complement. As far as I know, you've never growled at me. Does that make you feel better?"

"Quite." He looked around the garden for a moment. "You do know you probably shouldn't be out here alone. You know, the bear," he mimicked her.

"Well, what were you doing out here 'alone'?" she retorted.

"I was coming to find you."

"Oh." Before she could say more, a giant yawn took hold of her. "Ahhh," she mumbled. "I'm sorry…it's just that this place makes me sleepy…" As soon as the words were out of her mouth, she realized what that sounded like. "Gosh, that makes it sound enchanted or something." She stopped. It was possible. Anything was possible here. "You don't think…"

Fili laughed. "Of course not," he said lightly. "Gandalf would have known if this place had some enchantment on it." He looked around once again. "Although I can see where you got the notion." Karra laughed as it dawned on her that this was the closest Fili would get to admitting that this garden was actually pretty. Gardens weren't his thing. She wondered vaguely if they had anything like gardens in Erebor.

"It is pretty peaceful here," she said dreamily. "I guess we should go in, though. The bear, you know…" Her voice trailed off and she absently plucked a rose from the rosebush beside her and handed it to Fili. A minute later it dawned on her what she'd just done and she began to flush.

He took it with one of those annoying smirks of his. Oh great. She willed herself not to flush even more, and failed. "For me?" he said with a grin. He set the rose back in her hand. "Oh no, I think you'd like it best," he said teasingly.

I don't even think he realizes that was a romantic gesture.

She grinned weakly back at him. Don't blush. She looked away for a minute, then trying to get rid of the awkward silence and regain the carefree banter they usually had, turned back with a mischievous smirk. "No," she said, leaning forward. "I think it would look best on you." She stuck the rose in his hair and grinned. "You look lovely."

He tugged at the rose, trying to extricate it from his thick dwarven hair. The thorns stuck.

"Oh! I'm sorry," she said. He'd die of embarrassment if he had to go back in to the other dwarves wearing a rose in his hair. The thought made her smile, though, and she half wondered if she could get away with leaving it there just to see the others' reactions. No, that was mean. "I'll help," she said, leaning forward.

She tugged at the rose and only managed to get it more stuck. "I'm sorry, I really am, I…" Her voice trailed off and she realized their faces were practically touching. For a moment, they just stared at each other, her fingers tangled up in his hair and his hand on her arm. He gently raised his hand and took hers.

"And what would you two be doing out here?"

Karra jumped at the voice and looked up to see Kili standing there. She quickly stood up and Fili followed her, his hand still in hers. "Resting," he replied. How can he be so casual about it? Karra dropped her gaze.

"Ah," said Kili with a teasing glint in his eye. "Well, you're wanted." He led them in the house, a knowing smile on his face. Karra glared at his back. What did it matter if they were holding hands or anything? It shouldn't mean anything to him.

Apparently the only thing they were 'wanted' for was lunch…or whatever meal it was now. The dwarves, the wizard, and the hobbit were seated around a large wooden table, with plates of food spread out in front of them, waiting for the three of them to return.

"What do you think this Bear-Horn person will think of us stealing his food?" Karra asked hesitantly, sliding into a seat. The food did look good, and she was hungry, but did they really want to make that giant bear that had chased them earlier mad?

"He will not grudge us a bit of sustenance, I am sure," Gandalf replied. "And his name is Beorn. I think he would appreciate it if you would remember that."

"Oh, okay." Karra grinned. "Well, if that's the case, let's dig in! I'm starving."

The dwarves barely took time to voice their agreement before 'digging in'. Karra caught Fili's eye momentarily from across the table, and it was then that she realized.

He still had the rose in his hair.

It was dark and a little eerie in Beorn's house. Karra wandered from room to room, trying to find a good place to sleep. It would be nice not to have to sleep by a snoring dwarf for once, she thought. Maybe once in a while she was entitled to her own room.

But it was so dark here. She shivered as she stepped into another room, this one empty. It was cold, too, and…well, a little spooky. She tiptoed into a corner and spread out her bedroll. She felt safer closer to the wall, and maybe if the house's dangerous owner returned, he wouldn't see her. Okay, that wasn't very likely, but she could comfort herself with the thought, right?

Just as she was crawling into her bedroll, she saw something move on the other side of the room.

She sat bolt upright with a small gasp of surprise. Scanning her eyes over the hay-covered floor, she saw the outline of another dwarf. She slumped back down with a sigh of relief.

"Is something wrong?"

Karra jumped again. She hadn't expected the dwarf to actually notice her. "Umm…no," she mumbled. "You just startled me, that's all." She crawled back into her bedroll sheepishly. "Who is it?" she asked absently.

"Me." It was then that she recognized the voice to be Fili's.

"Oh." She rolled over and caught his eye. "This is the second time today that you've startled me." A moment later, she realized how curt she must have sounded. "I mean, it's not a bad thing to be startled by you…" Okay, that sounded really awkward. "Well…"

Fili was laughing quietly. "I understand," he said. "You're nervous about the bear."

"Yeah," she said softly. "It's actually kind of nice knowing I'm not all alone here. It's kind of…spooky, I guess."

"Well, I won't startle you again," Fili said with a gentle laugh. "And I won't let anything else startle you either. You can go to sleep now."

Karra smiled and rolled over. The words I won't let anything else startle you echoed in her mind. She was safe with him here. She winced. How sappy did that sound? Oh well, it was true. With a sigh, she closed her eyes. She fell asleep that night with the knowledge that she was safe because he was there.

Erg. Romanticness. I had to rewrite that chapter like four times to make sure it wasn't too sappy or cheesy. I hope you liked it.

Anyway. Does anyone think I use too much dialogue from the movie? Like, in the earlier chapters. This has been bothering me a little lately, so I'm going to try to cut down on it in the future. Obviously by necessity of following the movie plot, I have to use some, but I'm trying to branch out a little more (i.e. skipping some scenes from the movie entirely, skimming over some, and…*insert evil laugh here* changing some. You have been warned. ;) ).

If you review I'll give you a nice rose that you can stick in Fili's hair.