'It is as I thought,' said Gandalf. 'Beorn must have been out the night before. He sometimes comes this far upon changing skins, to ward away dangerous beasts, or to gather food from further away. That means he may still be out here'. From his voice, I could not tell whether this was good or bad.

'What?' snapped Bilbo, pausing in stretching his hands above his head. He looked startled. I had just been very confused, not quite sure what Gandalf was on about. 'A skin-changer?'

I looked at Kili, who still sat beside me. He looked quite worried himself, as did the rest of the Dwarves. 'What's a skin-changer?' I had asked him, my voice loud enough for the others to hear. Although, by this point I'd had a good idea as to what Beorn was, and why he had anything to do with the bear print in the mud. It all sounded rather 'Team Jacob', to me.

'Gandalf is saying that Beorn is a man who is sometimes a man, but he is sometimes a bear-'

Gandalf looked very unimpressed. 'Do not try and scare the girl with your words, Gloin. Skin-changers are men who, as Gloin said, change from man to animal. In this case, Beorn may change to the form of a bear. Some say he is a bear descended from the great ancient bears of the mountains, and some say he is a man descended from the first men who lived there. Personally, I believe the latter'.

I turned to Gandalf to give him a bland look. 'That does seem like the more believable one, doesn't it?'

'Is it not...dangerous to-' began Bilbo, but was quickly cut off by Gandalf.

'Despite Beorn's enchantment, he is a perfectly stable man. Although slightly bad tempered at times, he will not try to eat you, my good fellow,' said the Wizard, while the other Dwarves looked quite discomforted at the notion of being eaten.

I could second that notion.

'Well, that's a relief,' grumbled Dwalin, quite sarcastically.

Bilbo still did not look as calm as the others, although they didn't look as calm as Gandalf. Myself, I had no idea what to expect and simply went along with whatever they wanted to do. It was what I normally did, anyway.

We walked again after that. I strayed close to Fili and Kili, as I always did, and let the sun dry my clothes. I stayed quite quiet, too tired to even bother to voice up any opinion to what they were talking about. I thought of what Gandalf had said, as well as Fili. They spoke of mine and Kili's not-yet-decided relationship as if it were a simple thing, but it was far from it.

They just didn't seem to understand that I was used to a different kind of way of dealing with things. A simpler, slower way - we had not even attempted to kiss, let alone talk aboutmarriage. Hell, for all I knew, he was completely oblivious and felt nothing for me!

'We are getting close!' said Gandalf. 'We are now at his bee-pastures'. And so we were. In the distance, I could see the faint buzzing of slow, lazy and big bees, hovering around square, yellow bee hives.

Yikes.

We walked through fields of long grass, and Bilbo sneezed and fumbled for something to blow his nose on, but then quickly remembered the absence of his, as Dori called it, snot-rag.Charming, I know.

We continued along, the Dwarves muttering odd songs, Bombur telling a joke that had me - me! - blushing a little and Kili pushing his fingers against my back when my foot had gotten caught in a small dip in the ground. I had thanked him and continued on my way, not noticing his frown, nor Fili's swift punch to his shoulder. I hadn't really noticed a lot, I still stand by the fact that the sun and the grass had made me dizzy and tired.

Finally, the sky - which had been darkening steadily - grew so dark that Thorin finally said, 'We will camp here tonight. Fili, Kili, go and scout the area for any signs of disturbance. Ori, pass me the berries and leaves that you gathered - it appears that our supper will not be so filling tonight'.

I practically moaned in horror at the thought of it.

I was kept busy as Dori approached me with a broken glove and asked me to sew it for him. As Ori shared out the share of berries and mint leaves, I went about fixing Dori's glove, the needle feeling too small and slippery in my tired hands.

'You alright, lass? You seem out of sorts today'.

I nodded, though agreed silently with him. I just felt a little lost and tired. 'I'm fine, just need some proper food and sleep, I guess,' I told Dori, who nodded in complete understanding.

'You're good with your sewing,' he told me, and I smiled quite happily, glad that they thought of me as useful for something. Although I was not passionate about it, it was quite nice to return to my talent of fixing and sewing. It had felt a little bit like home - natural.

'Thank you,' I replied, smiling. 'Right, done. There you go'.

He thanked me happily and slipped the glove onto his hand, wandering away to gather his own share of the 'meal'. As soon as he left, Kili and Fili were plopping down next to me, while Kili handed me a leaf with berries and mint leaves on it.

'We lost our plates too,' he explained unhappily as I took the leaf.

I snorted, then glanced out to the scattering of pine trees and the small field. The floor was dry with dirt and pine needles, and the sky was especially starry. 'I always get freaked out when I look at the stars,' I muttered, popping a berry into my mouth. Fili spoke in soft tones with Dwalin, and Kili stared into the fire that we had prepared. His eyes were on me at my words.

'Why?' he'd asked, crossing his legs out in front of him. The fire had made he features even more lovely to look at, and I quickly tore my gaze away, nibbling at my lip and looking directly up at the sky.

'Don't look the same as they do at home,' I replied, shrugging. 'It's nice though. There is so much light pollution where I'm from, that you hardly get to see stars like this. When I first got here, I couldn't stop staring at them. Now though - I dunno, I guess it just makes me homesick'. I furrowed my brow, searching for any set of stars that I might recognize. 'Sometimes I don't think that I miss home as much as I should'.

I looked away quickly from the sky, blushing deeply and shuffling awkwardly into a hunch. 'Er, sorry. That got deep and emotional pretty quickly, didn't it?' I laughed.

Kili did not laugh in return. Instead, one of his hands stopped supporting his 'plate', and found my shoulder. I looked up at him, eyes wide. 'You shouldn't feel guilty for being content in where you are now. We all grow homesick, Millie. It is...sad, that you cannot find your way back home. I hope someday you will tell me more about your own land'.

Quit being such a dreamboat, you horrible Dwarf!

I had wondered if I could ever tell him. I knew I would, but when? 'I will,' I told him. 'I don't know when, but I promise that I will, Kili'.

He smiled one of those smiles that just burst out of him from time to time. The kind that was childish yet charming. I couldn't help but return the smile, though mine was a lot more 'I'm laughing at you, you doofus'. Kili's grip on my shoulder tightened, and he said, 'You do look a lot better once you've bathed, you know,' he said, and I snorted.

'I know right?' I replied, popping another berry into my mouth. 'I'm very nearly bearable'.

As time went on, our conversation broke away and we began talking to others in the group, though Kili stayed by my side, and Fili by his. I was also hyper aware of Kili's hand, though not touching me, lingering on the floor next to my knee. I spoke to Balin of Erebor, wondering what the Kingdom had been like before the attack.

'Like no other,' he had told me, smiling quite fondly. 'Beauty beyond measure, and people who were good and loyal. There was always sunshine, and children and kites and a market - I hope you will witness the rebirth of the place, Millie'.

I nodded, realizing that I was not the only one who was homesick. We all were. 'Me too, Balin'.

Sometime later, though I am not sure when, I must have nodded off with my chin resting against my chest, for Kili was shaking me awake, while Fili settled down closely next to him. I blinked blearily up at the dark Dwarf, noticing that the place had grown quite quiet and that the other Dwarves had slowly retreated onto the ground for sleep.

'I only felt like I'd blinked-' I had muttered, rubbing my forehead and straightening out my neck. It was true though, it had only felt like I had been asleep for a mere second. 'Crapping Hell, I miss my cloak,' I'd moaned, rubbing my bare pulled away from me, kneeling still. He had on one of those serious looks that seemed quite foreign on his youthful face.

Fili shuffled up against the tree we sat near, and said a stern, 'Kili'.

Kili looked at his brother and then nodded, while I merely considered the basic idea of how long I had been asleep and why on earth my dream had involved my mothers toast and an episode of the Gilmore Girls. I don't even like that show.

'You are the least clothed out of his all,' he murmured, taking hold of my face in his hands. 'I would prefer to know that you are not growing ill with the chilly nights. Would it be more practical if we were to-?'

I smiled sleepily and pulled his hands from my face. 'If you're asking to cuddle, then I give you my utmost permission, my Lord'. I had wrinkled my nose then, while Kili had held in a laugh. 'I don't know what I'm talking about, I'm tired,' I muttered quickly, crawling onto my side and facing the fire-lit face of Fili. He stared out into the woods, thinking.

Kili settled beside me a moment later, hesitant at first, but once I grabbed his hand and settled it over me, he grew into the confident and cocky Dwarf that I knew so well.

'Eager,' he observed teasingly, and his breath ghosted my neck and ear. I caught the soft smile of Fili before I closed my eyes, resting my head on Kili's arm and breathing in his earthy, solid scent.

I was far too tired to even begin to shoot back with my witty retorts, so I merely said, 'Shut up and sleep, Dopey'.

Do you want to know the most awful thing about being completely content? About being held very closely to a guy that you adore, with his nose pressed against the back of your neck, his hand clasping a fistful of your shirt and his scent so bloody nice - do you want to know what is bad about that?

It is bad, because what if you need to pee?

And I had, and that is the most awful thing. I had been bursting too, having not gone for my before-bed-pee hours previously. Upon opening my eyes, I had found that the clearing was still lit by the dimming fire, that Fili had finished his watch and was sleeping near mine and Kili's heads, and that it was completely quiet.

I didn't want to move. He hadn't been this close to me before. We had never dared to sleep this close, not after the Goblin cave - but now, here we were, and I felt so completely content and happy.

But I had needed a bloody wee.

I knew that I was going to have to wake him up. I had once gone to the toilet alone, without warning any of them, and the consequences had involved a lot of, 'You could have beenkilled!' from the ever-so-dramatic Thorin, and knowing nods from Gandalf.

God, and his breath was all tickle-y against my neck. Ngh.

'Kili,' I muttered, and had pressed my elbow to his stomach behind me. He awoke quickly, quite alert, and his grip on my shirt tightened. 'It's fine!' I whispered quickly, not wanting to wake Fili or anyone else, nor alert whoever was on watch.

'What's the matter?' I had wondered whether he knew how close we had gotten in sleep, how closely pressed against each other we had been. If so, he had said nothing.

His voice had been low with sleep, and I quickly felt guilty for waking him. 'I'm sorry,' I said. 'It's - I need a wee, man'.

There had been a brief pause, and then he began to shuffle awake. 'Come on then - can't let you go alone, not around here at this time of night,' he murmured pulling me up with him. I noticed how he did not let go of my arm as he pulled me along, giving a brief nod to Gandalf who sat over the fire. The Wizard merely smiled back in understanding, and I'd blushed under his gaze.

'Don't you think it's safe around here?' I'd asked quietly, noticing that he had brought his sword with him. My own was on my belt, seeing as I never bothered to take it off, having not known how to reattach it.

Kili pulled me to a stop. 'Thorin does not deem it safe, not so close to Mirkwood - and nor do I'. He stepped back. 'Go behind that tree'. Jeez, someone's moody when they're tired, aren't they?

I sent him a baffled look. 'I'm not going there. You'll hear me!' I promptly went a little further than I should have, only to have Kili on me in a second, grabbing my wrist and pulling me back. 'Kili!' I'd snapped, irritated.

He stiffened quite quickly, mouth open to have a little sass-attack at me. He cocked his head, pulling me closer to him and I had quickly caught onto the warning of danger that he was sending.

My eyes widened. 'What?' I'd mouthed, too scared to whisper. Then, from behind him, I saw a great, hulking outline of something far too big to be human - to be anything but amonster, an animal-

I could only grab wildly for my Snowthorn while Kili did the same with his sword, shouting a throaty, 'Thorin!' and pushing me behind him, much to my agitation. The Dwarves were on us in seconds, and so was the - what I then saw to be - bear. It reared and roared, pounding its feet against the ground as the Dwarves and Gandalf stumbled to us, axes and swords drawn.

'Kili? Millie?'

The bear became clearer once a cloud moved in the sky, and the place was lightened with moonlight. The bear was big and black, its teeth stark white against its fur.

Fili was by Kili and I in a second, and Gandalf was in front of us all, his voice strong and deep.

'Beorn!' he yelled. 'We are friends, not foes and I am Gandalf the Grey!' The Wizard held his staff high, while the rest of the Dwarves and Bilbo circled around each other, ensuring safety in their numbers. I was, of course, pushed to the back. 'Cease this!'

The bear, though still snarling, slammed its front paws onto the ground. His dark eyes considered the Wizard, Bilbo the Dwarves and I, and then something pretty messed up happened.

The had bear started to turn into a man.

First the paws were hands, and then fur was skin, the snout was a nose, the teeth were less sharp, the dark hair retreated to the head. It had been terrifying, yet fascinating to watch. The man who then stood before us was broad, dark and glaring, his almond eyes fixed on Gandalf and Gandalf alone. I noticed one thing though-

I peeked over Kili's shoulder gave a high giggle. 'Oh my gillyweed, a penis'. Thank the Lord that it was only Kili who had heard me, for he gave a little start and sent me a horrified look, pushing me further behind him.

But seriously, Beorn was hu-

'Who are you?' said the man, completely nonplussed by his nudity. I guess that's gonna happen though, right? He's not gonna just appear in his clothes again, after...turning into a bear. 'And what do you want?'

Gandalf turned to looked at us over his shoulders, and brought both himself and Bilbo forward, understandably thinking that Bilbo's tact would effectively make Beorn trust us that little bit more. I had hoped so, because I was still sleepy, and I was still bursting for the toilet. He approached Beorn, secluding their talk from the rest of us.

'So that's the skin changer,' murmured Dwalin, watching as the three men conversed away from us. 'What does Gandalf and the Halfling have to say to him that we cannot?'

'Probably polite, nice things,' I put in, still quite shaken by the whole thing. 'Can't we ever get a peaceful nights sleep - ever?'

Thorin started forward, and any reply that I would have received was lost. 'Gandalf,' he'd said, and Beorn looked to him, as did Gandalf and Bilbo. 'My name is Thorin Oakenshield, Son of Thráin-' he started, all puffing chests and deep voice.

Beorn waved his large hand. 'Gandalf has told me your story, my man. You wish to seek a place to stay after losing your things? I must say, a fight with Goblins is a nasty thing to find yourself involved in. I sympathize if you have been having trouble with them. And I hear that you have a woman in your presence?' His dark eyes peered toward our group.

I raised my hand, still being forced to stay at the back by not only Kili, but now Fili. 'Here,' I called.

'I apologize, if I frightened you and your male companion. I am often protective of my home and my wood - the part that is mine, anyway. I also apologize for my current state of dress, it is most easy for my change,' he explained, and Gandalf merely hummed in agreement, while Bilbo blushed. I felt for him, in all honesty, from his height, he must be completely level with-

'That's fine!' I had replied, maybe a little too brightly.

Beorn paused and considered our company. 'Perhaps you can tell me more of your tale at my house. Follow me, it is not far from here - merely half an hours walk in this direction'.

Beorn's House was magnificent. There were tables, chairs, rugs, wooden walls, wooden floors, mugs, ale, fire, furs - the place reminded me of a cabin in the woods, though much larger and much richer. The chairs were shaped like bears heads, and the hall that we stood in had a fire going in the middle, where the many chairs surrounded.

Beorn had been nice, perhaps one of the people that I had met in my life that I will always remember for his sheer...cool-ness, I guess. The guy gave us food, demanded our story from us, whispered in a language to animals that was like animal speak gone human. We sat in chairs, biting into bread, filling our empty stomachs and warming our cold skin.

I'll always remember my time at Beorn's house. It was a time that I like to refer to as 'the calm before the storm'.

Next chapter will be Beorn's house! I'm kind of easing into a more intimate relationship between Kili and Millie, as well as showing her maturity that she'll need to have from now on. But, come on, she's still as immature and awkward as ever.

I know that this is different from the book, but I didn't want to go straight by it, as I'm sure Peter Jackson won't. I'm not changing the scenes majorly, the outcome will be the same, I just wanted to make it so that you're not reading the book, basically.

Thank you for the reviews, they are truly amazing. Also, thank you to my followers on my tumblr account kiliyousosilly!