While the Scoobies and the Dwarves remained hidden, Bilbo was tasked by Gandalf to check if Azog and his followers were hunting them. For the last couple of days, the Scoobies and the Dwarves continued to move throughout the wild and avoid Orc pack. Bilbo, however, remained out of sight and peeked over some rocks on a high ledge. There, he saw Azog and his Warg-riders running along a ridge line about a mile away.
Azog, however, was not willing to give up finding the dwarves since he was destined to wipe out the line of Durin's Folk. Riding on his White-furred Warg, Azog made a sudden stop to smell the air in their pursuit of the Dwarves and Scoobies. Not finding anything, he continued to lead his pack across the ridge. As Azog and his orcs were moving away, Bilbo suddenly heard a snarl from the side, and ducks behind the rocks. He peeks out and sees a gigantic bear watching Azog from another pile of rocks, snarling softly. Bilbo sneaks away as the bear let out a huge roar.
"What was that?" Willow gasped.
"I don't like the sound of that." Tara whimpered in fear.
Angel turned around when he saw Bilbo making his way down the rocks. "You alright?"
"Yes." Bilbo panicked. "Perfect."
"Well, it looks I was right." Tor sniffed. "A burglar doing a spy report."
"What's your status report?" Faith asked the hobbit, who continuing to remain panicked.
"Azog and his pack are still following our trail." Bilbo explained.
"How close is the pack?" Angel asked.
"Too close." Bilbo continued to panic. "A couple of leagues, no more, but that is not the worst of it."
"Have the Wargs picked up our scent?" Dwálin asked.
"Not yet, but they will; we have another problem." Bilbo informed them.
"What's the problem?" Cordelia asked, starting to feel a little frightened.
"Did they see you?" Buffy asked anxiously. "Tell me they didn't see you!"
"No, that's not it." Bilbo assured her.
"What did I tell you?" Gandalf asked with a smile to everyone. "Quiet as a mouse."
"Now that's excellent burglar material." Larry remarked.
"Will you listen?" Bilbo snapped, looking very exasperated that no one was hearing him out. "Will you just listen? I'm trying to tell you that there is something else out there."
"Oh, are you meaning the roaring sound that we all just heard?" Spike asked.
"Yes, indeed." Bilbo gasped for breath. "I saw what it was."
"What did you just see?" Xander asked.
"A bear." Bilbo replied. "A black-furred bear. Very huge and quite dangerous."
"That is a bloody ridiculous!" Spike exclaimed.
"Spike's right." Oz agreed. "Bears don't make a loud roar like that."
"Is that what you saw?" Harmony asked.
"Yes." Bilbo nodded his head. "I promise you all that its not a joke."
"What Bilbo saw was a Beorning." Gandalf spoke out loudly to everyone.
Bilbo looked curiously at Gandalf.
"You knew about this beast?" Bofur asked.
"What's a Beorning?" Willow asked.
"A shape-shifter." Gandalf said as he turned and walks a few steps away.
"I say we double back." Lance suggested in a worry.
"There should be a different route for us to take." Heidi assumed.
"And be run down by a pack of Orcs." Faith added.
"Gandalf, is there anywhere safe that we could go?" Angel asked the wizard.
"There is." Gandalf said. "It is a house."
"A house?" Tara asked. "How far is it?"
"Oh, it's not to far from here." Gandalf assured her. "I'm pretty sure that it'll be the best place where we'll take refuge."
"Whose house is it?" Thórin asked. "Are they friend or foe?"
"Neither." Gandalf answered. "He will help us, or... he will kill us."
"WHAT?" Buffy exclaimed.
"Did you say that he would kill us?" Cordelia cried in dismay.
"Gandalf, are you sure that's a good idea?" Anya asked. "I mean, we don't even know who we're dealing with."
"It is the only way to avoid been tracked by Azog and his pack." Gandalf said. "If we are to take refuge, then there's a slight chance for us to make it to Mirkwood."
"What choice do we have?" Xander asked.
The same roar splits the night behind them.
"Okay, I think said to much." Xander said to himself.
"We have none so far." Gandalf answered.
The Dwarves and the Scoobies were running through the plains and went across a couple of streams to get to the house.
"Come on!" Faith shouted.
"Keep running!" Riley shouted as he ran beside Buffy. "I shouldn't take this personally. I mean, what with Angel, I mean, it's understandable that there would be transference. I mean, they're both broody immortals."
"Like they handle a big furry bear!" Buffy exclaimed while running. "Let's try and save it once we get to this house."
As everyone runs through a forest, Azog and his Orcs are racing through the forest too. Angel and Spike could hear howls from behind.
"They've picked up our trail!" Spike growled.
"Just keep running!" Angel exclaimed.
During the chase, both groups stop suddenly when an ear-splitting roar was heard all over the forest.
"This way, quickly!" Gandalf shouted, urging them to keep running.
"Oh my god!" Cordelia cried in a panic and ran.
"Come on, let's go! Let's go!" Buffy yelled.
"Faster!" Larry shouted.
Bombur looks on in shock until he is pulled along by Harmony and Faith.
As the Scoobies and Dwarves quickly exit the forest, they spotted a very large house which was surrounded by a hedge in the middle of the plain.
"To the house!" Riley shouted, running towards the house. "Run!"
"Wait for me!" Gwen screamed, running behind Riley.
"Run, run, like the gingerbread man!" Xander shouted.
The Scoobies and Dwarves run across the plain as Bombur, the fattest dwarf of the company of Oakenshield, outruns all the rest of the dwarves in fear. Once the two groups enter the gate, they run to the front door of the house.
"Come on, get inside!" Gandalf yelled.
Bombur, who reaches the door first, throws himself against it but falls flat on his back when the door doesn't budge. The rest of the Dwarves and the Scoobies begin throwing themselves against the door, trying to open it.
"Come on, come on!" Lance cried, trying to get the door open.
"Get it open!" Rhonda screamed.
Gandalf, Angel, Buffy, Spike, and Faith look back as a massive bear breaks out from the edge of the forest and runs toward them.
"OPEN THE DOOR!" Spike bellowed.
"Quickly!" Faith shouted.
"Hurry!" Cordelia cried.
"Get this door open!" Xander cried.
Jonathan tries to open it, but Larry shoves him out of the way.
"Oh for goodness, your doing it all wrong!" Larry exclaimed as he pressed against the door.
Willow and Oz raise the exterior bolt and everyone managed to get the doors. They all bolt in inside the house.
"Close the door!" Angel shouted. "Quick!"
As the Scoobies and Dwarves try to slam the door shut, the bear had gotten its head in the door. As the bear roars and tries to push the door open, Spike roared and strained with Harmony, Faith, Larry, Kyle, Rhonda, Devon, Oz, and Harmony try to close the door while several of the Dwarves and Scoobies pulled out their weapons to defend themselves and point them unsteadily at the bear.
"Get it closed!" Devon cried.
"I'm trying!" Larry exclaimed.
"Hurry!" Faith strained.
"Come on, guys!" Harmony shouted.
With a final heave, they managed to close the door and drop the bolt across it. They sigh in shock, fear, and tiredness.
"What... the bloody hell was that suppose to be?" Spike exclaimed.
"That...is our host." Gandalf responded.
"Excuse me, did you say host?" Xander raised her voice and scoffed. "Our host that almost tried to kill us!"
"And eat us!" Anya added.
"His name is Beorn, and he is a skin-changer." Gandalf explained. "Sometimes he's a huge black bear; sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not overfond of dwarves."
"That's disturbing." Willow expressed.
The dwarves look at each other in dismay.
"Oh that's comforting." Cordelia replied sarcastically. "I wonder what else he's not overfond of?"
Óri peaks out a crack in the door. "He's leaving!" He informed.
Dóri freaked out and pulled him away from the door. "Come away from there!" He snapped. "It's not natural, none of it. It's obvious: he's under some dark spell."
"Don't be a fool; he's under no enchantment but his own." Gandalf assured the frightened dwarf. "Alright now, get some sleep, all of you. You'll be safe here tonight."
"Let's hope for the best." Buffy murmured to herself.
At around nightfall, Buffy, Xander, Riley, and Willow were sitting down by the fire place while the others were wondering around the huge house.
"Where's my burger?" Buffy asked.
"Yeah, man, I'm starving." Riley said. "Cow me."
"The fire is not cooperating." Xander explained. "It's comforting to know that I lack the culinary finesse of a caveman."
Willow began to chant a spell while Amy was watching quietly.
"Willow, check you out! Witch foo!" Buffy joked.
"It's no big." Willow explained nervously. "You just balance the elements so when you affect one, you don't wind up causing..."
Suddenly, the fire at the fire place dissipated.
"What did you do?" Xander exclaimed.
"I didn't do it! I didn't do it!" Willow admitted.
"Then who did?" Buffy asked.
Xander turned to look at Anya. "Anya, did you..."
"I didn't do anything." Anya swore to him, raising her hands up. "That's wasn't me."
"No, I did." Amy spoke.
"Amy, why did you do that?" Willow asked.
Amy sighed and used a spell, undissipated the fire in the fire place. "There. Now that's another important thing you and Tara should learn."
"I heard that." Tara said, pretending to be asleep.
In the morning, the Scoobies and the Dwarves were already awake while Bilbo was still asleep. While sleeping, a very large bumblebee lands on Bilbo's nose, waking him with a start. Putting on his jacket, he walks toward the kitchen, where all the Dwarves and Scoobies gathered with Gandalf standing near the front door. They were arguing about how to get away from Beorn, who had been busy chopping wood, without being seen.
"Don't blame me for this!" Tara argued.
"It wasn't our fault!" Dóri argued.
"W-We should never have come here." Jonathan whimpered.
"Jonathan's right." Lance agreed. "I agree that this was a big mistake."
"Yeah, I said that myself." Scott agreed to.
"I say we should leg it and slip out the back way!" Rhonda suggested quietly.
"Yeah, that's a good idea." Kyle agreed to her suggestion.
"Hey, I'm not running from anyone, beast or no." Oz argued.
"Your brave guy, Oz." Willow remarked.
"There is no point in arguing." Buffy intervened between anyone's arguments.
"She's right." Gandalf said. "We cannot pass through the Wilderland without Beorn's help."
"I'm going to have to agree to this." Angel said. "If he can't help us, will be hunted down by those Orcs that have following us for the last seven days."
"How do we know if we can trust him?" Percy asked. "You saw what he was like. He tried to kill us."
"Yeah, there's no way I'm going to leave this house until this Beorn guy, whatever he's called, talks to us." Harmony argued.
"And that is why I scheduled a plan." Gandalf said to her.
"Alright then, so what's the plan?" Spike asked, pretending to be amused of what Gandalf planned.
"Before we get to the forest." Gandalf paused and took a moment to continue his plan. "Now this will require some delicate handling; we must tread carefully."
"What do you mean we have to dread carefully?" Tara asked.
"The last person to have startled him was torn to shreds." Gandalf replied.
"Ouch!" Faith said.
"Torn to shreds!" Xander said, sounding shocked.
"So we can't startle him?" Kyle asked.
"No." Gandalf said. "What we have to do is speak to him... and negotiate."
"Okay, so whose gonna outside and talk to him?" Faith asked. "If not, then I'll do it."
"That's a very excellent idea." Gandalf chuckled in delight. "I will go out with you."
"So will I." Buffy volunteered.
"Ah, my dear, I think it would be best that I take one female with me." Gandalf said and turned over towards Bilbo. "I will go first and..." He turned to face Bilbo. "Ah Bilbo, you come as well."
"I-Is this a good idea?" Bilbo asked.
"Yes." Gandalf nodded and instructed him and Faith. "Now the two of you must stay behind me, unseen, while I start talking to him." He turned to Faith. "Now, Faith."
"Yeah." Faith said.
"Once I speak with Beorn for nearly a minute, you will be the first to appear." Gandalf instructed her. "He might ask you a few questions to you."
"What do I do?" Bilbo asked, wanting to know about the plan.
"You will appear second." Gandalf instructed him as well. "Stay behind Faith until I raise my hand to signal her to move."
"Ah Gandalf, what should we do while he talk to him?" Riley asked. "I mean... do we like plan an escape route while you, Faith, and Bilbo distract him."
"No, I want all of you to remain here until I give the signal." Gandalf instructed them and turned to Bofur. "Now Bofur, I'm sure you remember the signal?"
"I remember." Bofur nodded. "Wait for the signal."
"And also no sudden moves or loud noises and don't overcrowd him." Gandalf continued to instruct the Scoobies and the Dwarves. "And only come out in pairs. Right."
"I think we got the picture and every instruction that you gave us." Scott said.
"Now remember." Gandalf whispered loudly to them. "Wait for the signal."
"The Signal." Jonathan whispered. "Right."
"Wait, what signal would that be?" Cordelia asked.
"No idea." Gwen said.
"Beats me." Fíli said and gave her a wink.
Walking outside the house, Gandalf, Faith, and Bilbo walk over to Beorn, who continued to chop down wood with his large axe.
Gandalf cleared his throat nervously.
"Your nervous." Faith whispered from behind the wizard.
"Nervous?" Gandalf asked quietly. "What nonsense." He shook his head and announced himself to Beorn. "Good morning!"
Beorn didn't respond while he continued to chop more wood very hard.
"He's not answering." Bilbo whispered from behind Faith.
"Shh." Faith shushed him.
"Good morning!" Gandalf said to him with a smile.
Beorn stops and turns slowly to Gandalf. "Who are you?" He asked in a soft growl.
"I'm Gandalf." Gandalf introduced him. "Gandalf the Grey." He bowed to him.
"Never heard of him." Beorn growled.
"I'm a wizard!" Gandalf explained to him. "Perhaps you've heard of my colleague, Radagast the Brown. He resides in the southern borders of Mirkwood."
"What do you want?" Beorn asked, growling at him with his eyes wide open.
"Well, simply to thank you for your hospitality." Gandalf smiled in delight. "You may have noticed that we took refuge in your lodgings last night."
As a minute passed, Faith immediately stepped out from behind Gandalf while Bilbo remained behind her.
Beorn spots her and frowned. "Who is she? The female with a sword."
"I'm Faith." Faith said to him. "I just came to express my thanks and gratitude to you."
"I never requested anyone to stay in my lodgings." Beorn growled at her.
"We had to take refuge in your home." Faith explained. "We were..."
Bilbo, who had been hiding behind Faith, pokes his head around for a better look.
Beorn spots him and frowned again. "Who is this little fellow?"
"Well, this would be Mr. Baggins, of the Shire." Gandalf introduced him as well.
"He's not a dwarf, is he?" Beorn asked.
"Why no, he's a hobbit." Gandalf explained. "A good family and unimpeachable reputation."
"A Halfling, a Human, and a Wizard." Beorn said. "How come you're here?"
"Oh well, the fact is we were talking a road across the Hidden Pass." Faith explained. "We kinda had a bad time of it... from Goblins."
"What did you go near goblins for?" Beorn asked. "Stupid thing to do!"
"You are absolutely right." Gandalf said, raising his hand.
Back inside the house, Bofur kept his eyes for open for the signal until he noticed what Gandalf was doing. It was the signal.
"There it is!" Bofur informed. "Go! Go! Go!"
"Now remember, we come out in pairs." Buffy said quietly. "Oz! Willow! You two go first."
"Right." Willow replied nervously and took a deep breath.
Willow and Oz step outside to reveal themselves to Beorn. Beorn, however, raised his axe in defense when he saw them and growled.
"And I-I must confess that several of my companions are in fact, humans." Gandalf added. "And also..."
Dwálin and Bálin were the next ones to come outside very slowly.
"Dwarves." Gandalf smiled.
"Do you call four 'several'?" Beorn growled.
"Well, now you put that way." Faith smiled.
"Yes." Gandalf spoke. "There are more of them. Would you prefer to allow them to all come forth a pair at a time?"
Rhonda and Kyle step out next and wave their hands.
"Hi." Rhonda waved her hand nervously.
"And here are some more of our happy troops." Gandalf said.
"And do you call six a 'troop'?" Beorn asked loudly. "What are you, a traveling circus?"
Dóri and Óri step out of the door and the two bow to Beorn.
"Dóri and Óri, at your service." Dóri replied nervously.
"I don't want your service." Beorn declined.
"Absolutely understandable." Gandalf said, waving his hand a bit.
"I want to see all of them." Beorn demanded and sniffed through the air. "I can smell more inside."
"Indeed." Gandalf complied with a bow and turned around to call out to the others inside. "Forget my instructions, you can all come out!"
As the rest of the Scoobies and Dwarves all came out to introduce themselves quietly, Beorn looks at them. "Is that it?" He asked. "Are there any more?"
As Thórin was the last one to come out last, Beorn was surprised and recognized him.
An hour later, all the Scoobies and the Dwarves were already seated and they all ate and drank.
Beorn walks over to Buffy and pours milk from a pitcher into her cup. "So you are the one they call Oakenshield." he addressed Thórin. "Tell me, why is Azog the Defiler hunting you?"
"You know of Azog?" Buffy asked. "How?"
"My people were the first to live in the mountains, before the Orcs came down from the north." Beorn explained. "The Defiler killed most of my family, but some he enslaved."
"Dear god." Katherine whispered in horror when she listened to his story. "I'm sorry to hear that."
"What did they do to you?" Xander asked.
"They used and the rest of my kin as sport, not for work." Beorn continued. "Caging skin-changers and torturing them seemed to amuse him."
"How did you escape?" Buffy asked.
"We escaped when a force of Wood-elves from Mirkwood were sent by their king to rescue us." Beorn said. "My son, Grimbeorn, and I fled with all the remaining prisoners that the Elves could free."
"There are others like you?" Bilbo asked.
"Once, there were many." Beorn said.
"And now?" Harmony asked.
"Now, there are only a few." Beorn answered and sat down on his chair. "You need to reach the mountain before the last days of autumn?"
"Before Durin's Day falls, yes." Gandalf remembered.
"You are running out of time." Beorn informed them.
"Which is why we must go through Mirkwood." Angel said.
"A darkness lies upon that forest." Beorn warned. "Fell things creep beneath those trees. I would not venture there except in great need."
"We will take the Elven Road." Gandalf said. "That path is still safe."
"Safe? The Wood-Elves of Mirkwood are not like their kin." Beorn continued. "They're less wise and more dangerous. But it matters not."
"What do you mean?" Buffy asked.
"These lands are crawling with Orcs." Beorn said. "Their numbers are growing, and you are on foot. You will never reach the forest alive." He stands up and walks slowly towards Thórin. "I don't like dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own." He picks up a mouse that had been scampering on the table and holds it, all the while approaching Thórin. who is standing with his arms crossed. "But Orcs I hate more. What do you need?"
Somewhere in the woods near Beorn's house, the Dwarves and Scoobies were given ponies and horses that Beorn gave them in order to ride to Mirkwood. As they saddle up, Amy walks over to where Gandalf and Beorn were having a discussion.
"You will leave my ponies before you enter the forest." Beorn instructed.
"You have my word." Gandalf promised.
Suddenly, Amy heard a bird squawk. "We're been watched." She said to them. "The Orcs will not give up. They will hunt the dwarves until they see them destroyed."
"Yes." Beorn growled while looking up the trees.
"Why now?" Gandalf asked. "What has made the Defiler crawl from his hole?"
"There is an alliance between the Orcs of Gundabad, Moria, and other places in the north, and the sorcerer of Dol Guldur." Beorn explained. "Packs have been seen gathering there. Each day more and more come."
"Dol Guldur?" Amy asked and turned to Gandalf. "Isn't that what your friend Radagast went to when he came to us?"
"Oh yes, he did." Gandalf nodded. "He mentioned a great darkness that came from the old fortress."
"How do know much about the Necromancer?" Amy asked.
"I know he is not what he seems." Beorn continued. "Fell things are drawn to his power. Azog pays homage to him."
"Gandalf!" Angel called to him. "Time is wasting!"
Amy and Gandalf turn to leave and walk away from Beorn.
"There is more." Beorn went on. "Not long past word had spread that the dead had been seen walking near the high fells of Rhudaur."
"The dead?" Amy asked, feeling concerned.
"Is it true?" Beorn asked. "Are there tombs in those mountains?"
"Yes, there are tombs there." Gandalf responded.
"I remember a time... when a great evil ruled these lands." Beorn added. "One powerful enough to raise the dead. If that enemy has returned to Middle-earth, I would have you tell me."
"Saruman the White says it's not possible." Gandalf said. "The enemy was destroyed and will never return."
"And what does Gandalf the Grey say?" Beorn asked.
Gandalf was silent for a moment until he and everyone else heard howls.
"We gotta go!" Buffy shouted.
"Go now while you still have the light." Beorn said. "Your hunters are not far behind."