Disclaimer: Anything you recognize is not my own, yadda yadda yadda. I'm not making any money off of this. (Though I wish I could.)

A/N: First part is a bit of filler, but I promise we get to Beorns.


If my time in Rivendall had taught me anything, it was that the dwarves hated being bored. And, dear god, the agonizingly slow pace that we traveled in, and the same routine day in and day out had made us all bored. Between that and the rising heat, we were all antsy and grumpy. With our hurts slowly mending, the dwarves began to fidget. By far, the worst two were Fili and Kili.

They had taken to sucker-punching each other whenever one wasn't looking. After Kili landed a solid blow to Fili, who promptly fell into Dwalin, Thorin had growled at them to knock it off, and had them separate. Fili he kept at his side, and Kili traveled towards the back. All was quite until a dirt clod soared over our heads and cracked Fili right between the shoulder blades. He 'tripped', picked up his own hunk of dirt, and lobbed it back over to Kili. For the next hour, the two threw things at each other at random intervals.

After getting nailed in the back of the head for a second time by a solid chunk of earth, Thorin threw up his hands in defeat.

"Make camp," He let out a long, pained sigh. We all looked at him suspiciously. It was barely past noon. "If you two continue on like this, I may throttle you both, and your mother would never forgive me."

We found a small tributary to make camp next to and, as a change of pace, Bifur and Balin set about carving spears to fish with. They had spotted some large sport fish and decided that they wanted something different for dinner, much to our delight. Bombur in particular was excited for something different to cook, and he busily set about gathering herbs with an energy that the rotund dwarf did not usually have.

I sat back and watched as the company all endeavored to find something to do. Dwalin and Dori had shed their cloaks and were sparring, their weapons clashing together solidly. Kili and Oin had paired up to trade fists. Thorin and Gandalf had set back with their pipes and smoked as they watched. Bilbo had shyly joined them, and I smiled to myself as I watched Thorin and Gandalf made an effort to include him. Ori was drawing in his sketch book. Nori, Gloin, and Bofur were playing a betting game of some sort that seemed to involve a lot of cursing and good-natured insults.

"Come on, then." Fili said, walking over to me. "We haven't sparred in ages. Get your sword out and we'll have a go."

He sounded like such an excited child that I couldn't help but smile. I held out a hand to him and he swiftly yanked me to my feet. I pulled my sword from my sheath and, before he could react, I spun around and slashed at him. He barely managed to bring his sword up to block. His eyes widened in surprise for a second before he was slashing at me with his own sword.

Now that I had been in a real fight and had fought against creatures that were actually trying to kill me, I felt different. My strokes weren't as clumsy and I was definitely stronger then I had been. What's more, I had sparred with Fili so often that I had figured out a few of his tells by the way he stepped, or glanced in a certain direction. Once he realized that I had figured out a few of his moves, he changed his stance and it didn't take me long to miscalculate. I over reached and stumbled. In an easy swoop, he knocked my sword from my hand and held the sword tip to my throat.

"You've gotten better," He said proudly. "But then again, you've had a great teacher. You'll still have to do a hell of a lot better if you ever want to beat me, though."

I dropped my head in exaggerated defeat, and he helped me stand. I collected my sword and slid it back into its sheath. I wouldn't admit it, but I was already regretting the fight. The backs of my thighs burned and I was sure some that tomorrow, I'd be even more sore.

Bilbo waved me over and I joined the three of them, plopping ungracefully to the ground. Thorin held out his pipe to me, his face completely serious and I scowled at him. He quirked a small smile and leaned back again. Gandalf looked between the two of us, but decided not to ask.

"You have improved greatly, Talya." He said, smiling warmly at me.

"Thanks. Fili is right though. Balin was a hell of a teacher." I replied, making sure to raise my voice enough that Fili, who had been walking towards, could hear.

"Hey now!" He called back. "Keep up talk like that, and I shall remember not to take it easy on you next time."

I rolled my eyes and shook my head. He still had his sword in his hand and I realized that the bastard wasn't tired in the slightest. He was practically bouncing on his feet.

Thorin put out his pipe and stood.

"I still owe you and that infernal brother of yours." He tugged Orcrist out of its sheath and nodded towards the clearing that we had all taken turns fighting in. Fili's face broke out in the biggest grin I had ever seen and he eagerly jogged over to fetch Kili.

Thorin reached the center of the clearing and tugged off his cloak and his shirt, tossing it easily to the side. Fili and Kili quickly joined them, both of them brandishing swords of their own. There was no warning. One moment, they were looking between each other, the next they were swinging their weapons with such brutal force that it left me breathless. I worried for a moment that they would hurt each other, but as they fell comfortably into a routine, I realized that Fili and Kili must have sparred with their uncle for as long as they had been able to hold weapons.

I realized, too, that I would never in a million years come close to the skill that they had. Even Kili, who was definitely more of a archer.

I had never really had the chance to watch Thorin fight like this before. It was not too often that he joined in our antics and at best, I had seen him cross his axe with Dwalin a few times. Watching him up against his nephews was a sight to behold.

As I watched his muscles bunch and move with ease, I felt my mouth go slightly dry. I had admired Fili and Kili shirtless before, but they had nothing on Thorin's impossibly broad and muscled shoulders and chest. It didn't help that I had never seen him without his shirt before. The same dark hair that coated his arms crossed his chest in light curls before trailing down into his trousers in a dark and defined line. I felt down right mesmerized as I sat watching the sweat drip down his face and chest, his hair beginning to stick.

Next to me, Gandalf cleared his throat loudly and I blushed scarlet. I glanced at him from the corner of my eye and he chuckled in amusement.

"You seem to be enjoying the entertainment." He said teasingly, looking up at me through his bushy eye brows. I sputtered.

"Oh, come now, Gandalf. Leave her alone." Bilbo said, smiling at me.

"Thank you, Bilbo."

"She can't help if she finds us short folk attractive." He finished, a teasing smirk on his lips. Gandalf laughed out right.

"…Thanks, Bilbo," I muttered, blushing harder.

"Quite alright," He said with a cheeky nod to me. I shook my head at him, and we all watched as Thorin and his nephews discarded they weapons and dissolved into a very much one sided grappling match in which Fili and Kili had ganged up on him. They were all laughing and the adoration they held for their uncle was clear. The look of affection Thorin had on his face for his nephews pulled at my heart strings.

Bilbo gave a slight chuckle, and we all turned back to face each other. I was determined not to be caught starring again. Bilbo glanced slyly at me.

"Now that I think of it," He said in conspiratorial whisper. "He could hardly take his eyes off Master Fili and you when the two of you fought, and I don't think he it was Fili that was catching his eye."


We laughed and told stories late into the night. Drinking songs were sung (or not, in my case) and jokes were cracked. Bilbo had surprised us all when he told his own dirty joke, and none laughed harder than Gandalf, who had seemed completely and utterly stunned. It was most definitely a nice change of pace and I felt almost like we had back in Rivendell. An easy camaraderie had formed between all of us now that Bilbo and I were truly accepted as part of the company.

The Thorin I had come to know now was different then the completely stoic dwarf portrayed in the movies. Granted, he was stubborn and he was still an asshat sometimes. Okay, most of the time. But now that we were all closer and he was more comfortable in the presence of Bilbo and myself, I found that he laughed easier. He smiled more. Whatever his nephews threw at him, he threw back. While he was still serious much of the time, and the anger and bitterness within him was always there, just under the surface, he had changed. No longer was he the vagrant king, scrapping out a living doing whatever work he could find. This quest had given him a purpose again. He was doing it for his people. For his kin. For his nephews.

We all dropped off into sleep slowly once guard shifts had been assigned. Since I had pulled a late shift the night before, I was allowed to skip that nights watch. I was thankful, too, because Fili's ass kicking earlier had worn me out. I knew I would have to start working with Balin, Kili, and him again soon so that my strength didn't fade.

It was late. So late that it could have quite possibly been considered early, when we heard noises in the distance. One by one, we all snapped awake. We strained our ears, dead silent. Then we heard it again. A distant howl of a warg.

"On your feet!" Gandalf hissed. We didn't need to be told twice.

We all scrambled to our feet, our weapons in our hands. With a few muttered words from Gandalf, the fire went out with barely even a wisp of smoke.

"Bilbo," He called out, waiving the hobbit over. "Up there,"

He pointed to a jutting ledge and Bilbo nodded, his eyes wide. We waited with bated breath as he climbed to the top and popped his head out just beyond the rocks. After a moment, he scrambled down.

"How close is the pack?" Thorin asked.

"Too close," Bilbo said as he picked his way back down to us. "A couple of leagues, no more. But that's not the worst of it,"

"Have they picked up our scent?" Dwalin interrupted.

"Not yet but they will. But we have another problem…"

"Did they see you? They saw you?!" Gandalf asked then.

"No, that's not it!"

"What have I told you? Quiet as a mouse. Excellent burglar material." Gandalf smiled slightly at his comment. The dwarves began to murmur amongst themselves and Bilbos' words were falling on deaf ears.

"Shut it and let Bilbo speak!" I snapped, losing my patience. Bilbo nodded his head to me.

"I'm trying to tell you. There is something else out there!" He finally spit out. Gandalf looked at him quickly, concerned suddenly.

"What form did it take?" He asked suddenly. "Like a bear?"

"Yea…" Bilbo looked confused. "Yes. But bigger. Much bigger."

"You know of this beast?!" Bofur's voice held a bite of irritation to it, which was surprising to hear coming from the usual smart-ass of the group. "I say we double back!"

"And be run down by orcs?" Thorin asked, his eyes narrowed. Gandalf stayed silent and I looked at him. Our eyes met and I nodded slowly.

"There is a house," He said softly, "Where we may take refuge. It is not far from here."

"Who's house? Are they friend or foe?" Thorin demanded.

"Neither. He will help us, or, he will kill us." Gandalf answered truthfully. Thorin let out a breath.

"What choice do we have?" Thorin asked bitterly, still glaring angrily at the wizard.

"None."

Gandalf turned and began to hastily walk into the night and we all fell in line. We all moved as quickly and quietly as we were able, adrenaline adding speed to our movements. Our eyes scanned the woods around us, and it seemed like every shape that loomed out of the shadows was our enemy. Dawn came and went and our pace did not slow.

"Come on!" Gandalf called out. He had stopped before a stream and waved us all past and only followed once everyone was safe on the other side. From behind us, we could hear the echo of the orcs closing in.

Suddenly, and much closer, we heard an earth shattering roar.

"This way, quickly!" Gandalf turned sharply and we followed. We broke through trees, gasping and panting. Beorns house was there, just ahead.

"To the house, hurry now!"

Spurred on by both the rapidly closing in warg riders and the huge shape that crashed in the woods around us, we pressed forward. I was stumbling over my feet as we ran, what little I had left in the way of strength and stamina having already ran out. I tripped over nothing and went sprawling down, taking the hobbit with me.

"Fuck!" I yelled and hoped to hell that my slip up had not just killed Bilbo and I.

Behind us, a shaggy bear burst through the trees and brush. It was easily the size of a van and the speed at which it was traveling was terrifying. I scrambled to my feet as Gandalf hauled Bilbo to his, and we took off again. The ground between the bear and us rapidly shrunk as we passed through a gate. Ahead of us, the dwarves slammed into the door, in a frenzy to get it open.

"Open the door!" Gandalf's voice was sharp.

"Quickly!" Thorin called out as he pushed his way to the front.

I made the mistake of looking behind us. The bear was so close now that I could see his fierce brown eyes narrowed in rage and the fangs glistened with saliva.

"For fucks sake, Open the god damned door!" I yelled, only slightly panicked.

Thorin finally lifted the bolt on the outside of the door and threw it open. We ran inside and I stopped by Gandalf, who looked vaguely amused.

"You… are an ass…" I sputtered, out of breath. "Its not… funny."

Behind me, the bear's huge head pressed through a gap in the door, and the dwarves worked hard to close it. Bilbo had his sword out, pointing it at the bear hesitantly.

"Come on lads!" Dwalin yelled. They finally managed to get the door shut and the latch in place

"What is that?!" Ori asked, horrified.

"That… is our host." Gandalf answered with a small shrug. The dwarves just stared.

"His name is Beorn, and he is a skin-changer. Sometimes he is a great beast of a bear. Sometimes hes a great strong man. The bear is unpredictable, but the man can be reasoned with. However… He is not over-fond of dwarves."

Thorin glared angrily at Gandalf as the others looked at each other, bewildered. Ori opened the door and peered out a small crack.

"He's leaving!"

"Come away from there! Its not natural, none of it. Its' obvious; hes under some dark spell!" Dori exclaimed, tugging Ori away from the door. I snorted and rolled my eyes.

"Don't be a fool. He is under no enchantment save his own." The dwarves began to spread out, curious now that we were all out of immediate danger. "Alright, now get some rest, all of you. You shall be safe here tonight."

Gandalf glanced back at the door, and softly I heard him mutter "I hope."

I glared up at him. "I heard that."

While the others settled down on the floor, I looked around in awe. The house was huge, each support post as big around as I was. Everything had been carved with such care that I spent time just admiring everything from the carved chairs to the delicate chess set with small bears as its pieces. Animals of all sizes and shapes wandered through the house, regarding us curiously. Great brown oxen. A spotted pony. Dogs. Sheep. Even small field mice scurried to and fro, unconcerned by the commotion going on above them.

Growing up I had lived across the street from a huge dairy farm. I could remember each spring going to visit the newly born calves long before I found out their fates. Once I realized that most went to be slaughtered, I couldn't visit them anymore and look into their sweet faces.

I paused in front of the huge oxen, their curved horns and angled faces so much different then the spotted dairy heifers of home. But the sweet smell of hay and the musty smell of animal was familiar to me, and vaguely comforting. I reached out hesitantly and stroke the nose of one of the large bovines before me.

"And can you guarantee our safety?" I heard Thorin snap quietly. I turned to watch him standing with his arms crossed angrily in front of his chest.

"As I said, Master Oakenshield," Gandalf voice was clipped. "The man can be reasoned with. Give him no cause to harm you, and we will, for now, be safe here."

"You trust this great beast? This… abomination?"

"Beorn is not without honor, and I suggest you not let him hear you call him such."

"We should have turned and faced the orcs!" Thorin growled, turning from Gandalf.

"And that would have worked out so much better?" I asked, my own arms crossed. I didn't like hearing him talk to Gandalf that way. After all, Gandalf had yet to steer us wrong. Kind of.

"You have something to say?" Thorin looked up at me, his jaw flexing.

"Only that Gandalf has saved our asses more than once. If he says we can trust Beorn, then we can trust him."

"The all knowing Talya has spoken," Thorin's voice was snide.

"Stop acting like a brat!" I snapped. "What else would you have us do? Do you honestly think any of us are in the shape to fight? Don't think I haven't noticed that you are favoring your knee again, Thorin Oakenshield. We barely escaped with our lives last time. I, personally, would much prefer being eaten by a damn bear then going back out there to face Azog and his horde. I'm pretty sure the others feel the same way."

"Perhaps you think so highly of being a bears' lunch, and becoming no more than a pile of shite on the floor, but I would rather die with a sword in my hand."

"You, of all people, should know that Azog would all too gladly torture you and the rest of us, should he take us alive, and maybe that's okay with you. Maybe it will make you feel more noble if you suffer in silence as he breaks you. But personally? I don't find the idea of being raped and tortured all that fucking appealing. So Go. By all means, die because you are too god damn stubborn to see when retreat is in order. But leave the rest of us out of it."

Thorin glared at me and, without a word, he brushed passed me and joined the others across the house.

"You, I think, are the only one who has ever dared speak to him thus," Gandalf said quietly. I had almost forgotten he was there.

"Yeah, well, he fucking deserves it."

"No doubt. But he is a dwarf, and that means he is stubborn. His people are over-proud and slow to ask for help. Which is part why the anger of the elves' betrayal rankles him so. Staying here is too much like cowardice for his taste, and it is a bitter pill to swallow to realize that he can, at the moment, do nothing."

I didn't answer and instead went back to my previous spot amongst the animals. At least they didn't talk back.