"What bring's dwarves, a halfling, a wizard and a she-elf to this part of Middle-earth?" Beorn questioned, still gripping his axe tightly.

"We have come for your help." Gandalf admitted. "We are on a quest to reclaim an ancient homeland that was taken by a dragon." Beorn stared at the wizard, not saying a word as he heard this and looked at the leader of the dwarves. He found it quite shocking dwarves, would ever ask the help of anyone besides one of their own.

"Really? Why would dwarves, seek my help?" The skin-changer asked, as he walked towards them causing them all to move out of the way of his path.

" Because, you're the only one that know these lands and we have no supplies to continue on, it was lost in Goblin-town weeks ago." The wizard stated. The giant man looked at the wizard for the longest time before he looked back at the dwarves and the she-elf that was with them.

"You all may come back in, if so dare too." He firmly offered as he led the way back into his home. The company slowly followed the skin-changer into his home as he began setting food on the table. He then motioned to the dwarves that it was safe for them to sit on the stools and to help themselves to the food. The dwarves began to settle around Beorn's table, a little more relaxed that they were in no immediate danger unless they did something to anger the man. Thorin leaned against a wooden beam behind his two nephews and the elf. The dwarves could feel that it was clear this man did not want them here, he was really not fond of dwarves, as the wizard had mention the previous night. He seemed fine with the she-elf and hobbit around.

"So. You are the one they call 'Oakenshield'. Tell me. Why is Azog the Defiler hunting you?" Beorn asked, looking at Thorin in particular as he walked around the table, filled the companies mugs.

"You know of Azog." Thorin stated, in a bit of shock as he looked at the man." How?"

"My people were the first to live in the mountain. Before the orcs came down from the north. The Defiler killed most of my family, but some he enslaved." He explained as Honoria took note of the iron shackle he had around his one wrist and a terrible thought came to mind. " Not for work you understand, but for sport. Caging skin-changers and torturing them, seemed to amuse him."

"There are others, like you?" Bilbo asked, feeling intrigued to know more about his race.

"Once there was many." Beorn glumly spoke as the tragic memory filled his mind.

"And now?"

"Now there is only one." Bilbo looked down at the floor, he felt awful for asking, and wished he never opened his mouth. Beorn walked a few more steps before taking a seat across from the wizard. " You need to reach the mountain before the last days of autumn."

"Before Durin's day falls, yes." The wizard agreed.

"You are running out of time." Beorn pressed.

"Which is why we must go through Mirkwood." Gandalf urged.

"A darkness lies upon that forest." Beorn explained as he continued to look at the wizard and then ever so often look at the dwarves at his table. "Fell things creep beneath those trees. I would not venture there except in great need." The skin-changer warned them all. Something all the dwarves could agree on with the man. They were not to please having to cross into elf territory, but the wizard had made it clear it was their only way if they were to reach the mountain in time to open the door.

"We will take the elven road. That path is still safe."

" 'Safe'?" Beorn hissed at the wizards nonsense. The wood elves of Mirkwood are not like their kin. They're less wise...and more dangerous."

Honor, continued to remain silent as the skin-changer talked with such dislike for elves, she began to wonder what he thought of her, since she was an elf. She remembered how much hatred Thorin had for her when they first started this journey, sometimes the thoughts still crossed her mind, that he still despised her just because she was an elf. Thorin had wandered away from the table. he already knew all this and he had no time to listen to it again.

"But it matters not." Thorin stopped and turned to look at the man, wondering what he was saying.

"What do you mean?"

"These lands are crawling with orcs. Their numbers are growing. And you are on foot. You will never reach the forest alive." Beorn stated as he got up from his chair and stood his full height. He was atleast a few feet taller than Gandalf. Beorn continued to look at Thorin and approached him. "I don't like dwarves. They're greedy...and blind. Blind to the lives of those they deem lesser than their own." He growled as he picked up the mouse that was crawling around on the table and took a few more steps till he was towering over Thorin, who didn't seem to be intimidated by their height differences. " But orcs I hate more. What do you need?"

Beorn had agreed to allow the company the use of his ponies but under the condition they set them free before entering the forest. The dwarves were more than happy to agree with his condition, they already seen him at his worst. Honoria was in the back getting her things packed and Thorin saw this as his only opportunity to question the hobbit.

"Bilbo." Thorin whispered. Bilbo looked at the dwarf who nodded for him to follow him and the two of them, wandered away from the others.

"What's wrong Thorin?" Bilbo asked quietly, wondering why he was whispering still.

"It's about Honor." Thorin admitted getting right to it. Bilbo now realized why he was talking very quietly. He didn't want his cousin to hear. He was surprised though. Thorin had never come to him when it came to the concerns of the elf.

"What about Honor? Is she alright?" Bilbo asked worriedly, getting a head of himself, thinking something was deeply wrong.

"She's fine. I've been wondering about this for awhile. I tried asking her about it, but she wouldn't tell me. Why doesn't she like being called 'Honoria'?" Bilbo let out a sigh, remembering clearly why his cousin despised it or at least only what she had told him or anyone else. The hobbit was quiet for a few seconds and Thorin noticed. "Do you know why?"

"Yes...it was the last thing her mother said to her on the day she died. And ever since that day, she doesn't want to be called that." Bilbo glumly stated. Thorin let that run through his mind, it never occurred to him that it had something to do with her mother. Bilbo and Thorin both saw the elf heading in their direction and they nodded they would not discuss it any further.

"Are you ready?" Thorin asked her, and she caught the hint that she had interrupted something.

"Yeah...Beorn just getting his ponies ready for us and he gave us some food and other supplies to last us until were through Mirkwood." She added as she looked at her cousin, he was terrible for showing he was hiding things.

"Good, then we should get going." Thorin quickly said as he pulled her with him before she had a chance to get the truth out of her cousin. The others were already waiting by the ponies. There wasn't enough so some had to share. The dwarf prince helped the woman onto one of the ponies and he climbed on behind her, taking the reigns from her and they waited patiently for the wizard who was discussing things with the skin-changer. Honoria decided to listen in, curious to what they were talking about. The dwarf noticed, when she wouldn't respond to him saying her name two times. "You know it's not nice to eavesdrop." Thorin stated, catching her attention.

She turned around to look at him." What? I can't help it, if I got good hearing." She smirked. He chuckled at her and pulled her so she was leaning back against him, so he could whisper something in her ear.

"Honor, I want you to know, that you can trust me with anything."

"Can I?" She questioned. "What were you and my cousin talking about, when I showed up." Thorin was about to answer when a few birds flew out of the trees. screeching even making some of the ponies nervous that something was near. Beorn looked around, as did the wizard and soon the wizard climbed onto his horse and lead the way across the plains, as Beorn kept watch for Azog and his pack. By the afternoon they had arrived at the edge of the forest that would lead them into Mirkwood.

Gandalf was the first to get off his horse and walked over to the entrance that would take them through the forest. "Here lies our path through Mirkwood." Gandalf proclaimed to the company.

"No sign of the orcs." Dwalin pointed out as he scanned the surrounding area's and so no sign that they were in any immediate danger. "We have luck on our side."

The wizard looking around until he saw the giant bear on a outcropping of rocks, keeping watch. "Set the ponies loose! Let them return to their master." He ordered. The dwarves began to unload their supplies Beorn had given them off the backs of the animals. Bilbo and Honor approached the entrance of the forest. The hobbit looked at it, feeling everything that was wrong with it.

"This forest feels...sick. As if a disease lies upon it." Bilbo pointed out. Honor looked at trees, she could never understand how hobbit's could feel the pain of nature. When she looked at the forest the only thing she got was a bad vibe from it, it was creepy and she didn't feel thrilled to enter it. "Is there no way around?"

"Not unless we go 200 miles north. Or twice that distance...south." He explained as he walked further in. Honor went to help the others get the stuff off the remaining ponies, they may have a head start now from Azog, and his pack, but they wouldn't take long to catch up since they were now on foot from here on.

The horses took off back in the direction of their home. Nori was just about to release the wizard's when he came shouting out of the forest.

"Not my horse! I need it!"

"What?" Many of the company said.

"You're not leaving us?" Bilbo questioned, the wizard wondering why he would leave them at a time like this.

"I would not do this unless I had to." The wizard admitted. Thorin looked at the wizard suspiciously. "I'll be waiting for you at the overlook before the slopes of Erebor." He pressed as he made his way through the dwarves to the leader. "Keep the map and key safe. Do not enter that mountain without me."

"Very well." Thorin agreed, though he was still suspicious, what was so important he had to leave them, at the elven gate.

"This is not the Greenwood of old. There is a stream in the woods that carries a dark enchantment. Do not touch the water." The wizard warned. "Cross only by the stone bridge. The very air of the forest is heavy with illusion. It'll seek to enter your mind and lead you astray."

" Lead us astray?" Honor question. "What does that mean?" She barked and Thorin placed his hand on her arm to calm her.

"It means you must stay on the path Honoria, do not leave it. You are the only one that can make sure no one wanders off from it. Do not leave it. If you do, you'll never find it again." The wizard pressed and she narrowed her eyes, she was not impressed when it came to the wizard speaking in riddles.

"Do not call me 'Honoria' and what do you mean I'm the only one?" She questioned.

"You will find out soon enough." The wizard stated. He nudged his horse to start galloping back the way they had come from. "No matter what may come, stay on the path!"

"Come on." Thorin ordered. "We must reach the mountain before the sun sets on Durin's Day." Thorin reminded them, that they had to make good use of their time that they had left and they followed behind the dwarf prince as he led the way into the forest.