I do not own any of the characters or The Hobbit (just the AU storyline and my OC) Those are the work of the esteemed and brilliant John Ronald Reuel Tolkien, and without his genius, this and many other fan fics would not be in existence.

Please review! I love getting them- they keep me encouraged! J

Dwalin had always been an early riser. It was in his nature, had been instilled in him ever since he began to train as a warrior at a young age. But something wasn't quite right, and the burly dwarf felt sleep instantly leave his eyes.

The dark orbs immediately scanned their camp, noting that all was quiet. Everyone visible was sound asleep, though it was apparent that it had taken some longer than others to become that way. Thorin's eyes, in particular, bore dark circles underneath him, along with his own brother's, and Bilbo's hair resembled a disheveled bird's nest as the hobbit slumbered on.

Everyone is….asleep.

The warrior was instantly on his feet, axe in hand as he counted the remaining members of the company and came up one short.

"Mahalu-me turg!" Dwalin spat, keeping his voice low so as to not awaken the rest of the company. "Where is that thieving little git?"

Moving toward Dori, the large dwarf roughly tapped the elder's boot with his own, causing the white haired dwarf to startle awake with a glare.

"Dwalin, what—" the irritated dwarf began, but the angry warrior cut him off.

"Where in Mahal's name is your fool of a brother?" Dwalin growled. "He's supposed to be on watch!"

Dori's eyes widened in panic as he immediately sat up and scanned the camp also, worry evident in his gaze. Ori grumbled next to him, the elder having jostled him slightly in rising, before he shifted and resumed his light snoring.

A light stomping noise sounded from the trees, causing both heads to turn and Dwalin's grip to tighten on his axe. A moment later, the dwarf in question stumbled back into camp, stopping suddenly as he noticed the fierce glares aimed in his direction.

"Whatever it was, I didn't take it!" the thief immediately responded, rubbing his tired eyes as he yawned. "So you can just put that damn thing away." Dori let out a relieved sigh, but the burly dwarf was not so easily placated.

"Where were you?" Dwalin growled, lowering his axe. "You were supposed to be on watch!" Nori glared back at him as he resumed his seat.

"I had to visit the woods," the sullen dwarf replied. "I was only gone for a few minutes!"

The burly dwarf's heartbeat quickened as he felt the hairs on his neck rise. His instincts told him that something simply was not right, and they had never steered him wrong before. Nori and Dori both looked at him with increasing worry as his cautious eyes glanced around their surroundings, both noticing that he had not moved.

"Dwalin?" Dori asked, rising to his feet.

"Wake Thorin," the burly dwarf replied, causing both brothers' eyes to widen slightly and reach for what weapons they had left. "But do it quietly."

Dori nodded, moving toward the slumbering dwarf king. He had no need to wake him, however, for just as he reached toward his shoulder a faint howl echoed through the mountains.

XXX

Thorin's eyes flew open, his face draining of color.

No…

The sound was unmistakable as a warg's howl, and the dwarf king saw the entire company save Fili rush to their feet out of the corner of his eye, weapons in hand.

As a second, answering howl sounded close after the first one, the young heir's eyes flew open as well with a gasp. Panic flooded his expression, and Thorin quickly moved his hand to his nephew's shoulder to prevent him from sitting up too quickly and injuring himself further. Balin, noticing the look on the young dwarf's face as well, shot his hand out to rest on the opposite shoulder.

"Kili, no!" the blonde gasped, before recognition dawned on his eyes and he found himself staring up at Thorin. "U-uncle…wargs…"

"Send Bilbo up to the top of the ridge," Gandalf commanded above the din, drawing the attention of the company. "He is the smallest of us all, and also the most light footed." Thorin nodded.

"Bilbo, go!" he said. "See if you can tell us where the pack is."

The hobbit nodded, moving to do as he was bidden.

XXX

Bilbo's feet did not make a sound as he quickly made his way up to where he and Balin had spoken the previous night.

He was very nervous, especially for Fili. The young heir was still very pale, though Gandalf said his arm was healing well, all things considered. He remembered quite clearly how fast they had to run on the plain outside Rivendell, then how fast the wargs had borne down on them after Goblintown.

Sliding between rocks as he climbed the narrow path, the hobbit couldn't help but worry whether or not Fili would be able to keep up.

I sure hope the house we are going to is close by, he thought to himself anxiously. We don't need to lose anyone else.

Sliding behind a rock at the top of the ridge, his sharp eyes began scanning the horizon even as the howls grew slightly louder.

XXX

Azog growled to himself in frustration. They headed due east from where the last time they had detected the dwarves' scent a few days prior, and still had yet to find it again.

Curse those eagles, the pale orc growled to himself. It's the wizard's doing- it must be.

Clambering atop the mountain ridge at least gave them quite a view for many, many leagues. But, despite the view, and their fairly keen eyes, there were no sign of dwarves anywhere.

Suddenly, one of the warg scouts ahead of him let out a long howl, echoed soon after by those behind it and signaling that the scent had been found. Stopping the white warg beneath him, the piercing gaze searched around the valley beneath them. His long years of experience commanding warg armies allowed him to understand a few howls and growls of their guttural language, and the orc knew that the scent had been discovered on the northern breeze, rather than the ground.

His eyes fell on a rocky crag atop the ravine across the river a few leagues ahead, and for a moment the great orc could swear that he saw something move as his eyes swept over it. But a second look only served to show the grey stone, and he growled to himself in frustration.

Nevertheless, the scent was there, and his leather clad feet spurred his white warg on. Soon he would have his revenge on the dwarf king, and the blonde runt that was his son.

XXX

Bilbo saw the wargs from a distance atop the mountain ridge beyond the river, the far away figures no bigger than the large ants that sometimes invaded his garden. Suddenly, the white one, the warg he knew to belong to Azog, stopped and its rider looked right in his direction.

Ducking down behind the rock, the hobbit's heart pounded in his chest. Not for nothing were hobbits easily hidden from other races, but he still wasn't overly confident in his skills as a burglar, and dearly hoped that Gandalf was right in sending him up here to scout behind them instead of one of the others.

Orcs- the stories say they were originally mutilated elves, he thought to himself as his breaths came quickly. And elves are unusually keen-sighted. Did they inherit that trait?

Cautiously he looked past the stone, being careful to keep out of sight as best as he could while still trying to follow the pack. To his relief, the warg continued to move northward, not sparing him another glance.

Suddenly, a low growl sounded to his left, and this one was much closer than the previous howls of the warg pack. Bilbo's heart all but leapt into his throat as he ducked down, his body trembling from fear. Peeking slowly around the rock, his eyes widened as far as they would go.

A giant black bear stood on a rocky outcropping only about two score yards away. Its enormous front paws were propped up on a rock, and he was growling in his throat at the distant mountains. The hobbit's eyes widened and his jaw dropped as he recognized a very deliberate pattern to the growls.

I-is it…talking?

Images of the bear's head carved atop the Carrock flooded through his mind, and the blood drained from his face even as his hand subconsciously reached toward his waistcoat pocket. Bilbo did not know the nature of Gandalf's unusual friend, but as he glanced at the great bear again, the wizard's warning sounded clearly in his head.

Our host does NOT eat any animal whatsoever, nor does he kill them.

The great bear suddenly roared at the mountains beyond, and the frightened hobbit seized that opportunity to run back down to the company as fast as his legs could carry him.

XXX

Thorin had just risen to his feet as Oin tried to sit Fili up without jostling his arm, when Bilbo came running back into the camp, breathless and eyes wide with fright.

"How close is the pack?" he asked quickly as Bilbo caught his breath. The hobbit shook his head, worry in his wide eyes.

"Too close," he gasped, his face red from his sprint. "A couple of leagues, no more." Thorin's eyes widened, and several worried gazes turned toward the injured heir.

"But that's not the worst of it," Bilbo continued. The wizard's eyes widened as he stepped forward.

"Did they see you? They saw you," Gandalf said quickly, his tone conveying his concern. Bilbo shook his head.

"No, they didn't see me," he said. The wizard breathed a sigh of relief to himself as several members of the company nodded to each other, before turning toward the dwarf king.

"Best try to get young Fili to his feet now that he's awake," Gandalf began, gesturing toward the gasping young prince, his young face red from the effort of sitting up with Oin's help. "We need to get—" Bilbo cut him off.

"Will you all just listen to me?!" He asked, causing the company's gazes to turn back toward him. "I am trying to tell you there is something else out there!"

Everyone froze at his statement, and Thorin's gaze flew back toward his injured young nephew, Dwalin having crouched right beside him with Balin on his other side to aid him to his feet.

"What form did it take?" Gandalf asked, fearing the answer. "Like a bear?" Bilbo's gaze swiveled toward him, eyes wide as he gaped for a moment.

How did he know? The hobbit thought to himself in amazement.

"Y-yes, but bigger- much bigger," Bilbo stammered, heart still racing at the sheer size of the beast he spotted atop the ridge.

The wizard's eyes closed for a moment as he tried to calm himself. So he is not at home- just as I feared.

"You knew about this beast?!" Bofur exclaimed, fear in his eyes.

The miner had never gotten along with bears, ever since a group of miners he had been a part of accidentally awakened a hibernating animal from its sleep one winter while trying to blast a new tunnel in hopes of finding more precious metals under the stone. Two of the miners had died in the altercation, and several more had been severely wounded before the beast was finally taken down. Bofur immediately turned toward Thorin.

"I say we double back," he said, his voice trembling despite the miner trying to cover it up. Thorin shook his head.

"We'll be run down by the pack of wargs if we do," he replied, the dwarf king not missing the sudden tensing of his nephew's shoulders at the remark.

"What will we do then, cousin?" Gloin asked. "We can't stay here with a bear nearby. What about…"

The ginger haired dwarf's voice trailed off as his gaze turned toward the injured heir, and Gandalf followed his gaze.

"The person I told you about on the eyrie- his house is not far from here," Gandalf said, turning toward Thorin. The dwarf king's eyes narrowed.

"Are you sure he is a friend and not foe?" he asked skeptically. "Your warning last night did not sound like praise for a friend."

"Neither, honestly," he replied, causing Thorin's eyes to widen and fill with suspicion. "He will help us, or…he will kill us." Silence befell the company as they looked at each other hesitantly, before their eyes turned toward their king.

"What choice do we have?" Thorin asked. Gaze turning toward his nephew, he almost whispered the last part. "What will keep the lad alive?"

A great roar sounded through the trees, and several heads turned in fear toward the sound. Gandalf sighed, his hands gripping his staff as his gaze fell once more on the young prince, now being gently but quickly hefted to his feet.

"None."

XXX

Bombur gasped and huffed as he ran beside his brother. His cheeks were red from exertion, but each growl behind them only served to make them run faster.

He had never been renown or highly regarded as a warrior, the rotund dwarf preferring toy making and peace and good food, along with his cousin. But he had always been very loyal to the line of Durin, and when Thorin had asked for volunteers, he was among the first to do so. And should he ask again, Bombur wouldn't hesitate to give the same answer.

But that did not mean that he expected the quest to be like this. He wasn't sure what he expected, but it was something more like traveling similar to wandering merchants on ponies until they reached the mountain, then possibly a fight and kill the dragon should Smaug still be there and alive when they arrived.

He certainly hadn't expected to lose their ponies, be tied up by a troll, end up in Rivendell, travel Middle-earth on foot, nearly get crushed by a stone giant, captured by goblins, carried by eagles, and now chased by what Bilbo said was a giant bear.

But most of all, he hadn't expected the youngest and most cheerful member of their company to die, along with his newfound friend. Kili had been, despite his mischievous pranks and somewhat reckless manner, one of the most beloved members of the company. The lad's optimism was much like his own brother's, and his cheerfulness could make even a dreary day not seem so dull.

With Kili gone, the lighthearted banter ceased also. Fili had been very badly hurt, Thorin had nearly been killed, Kili and Cirashala had died, and a cloud of despair had fallen over the company. The large dwarf could see Fili ahead of him between Dwalin and Balin, the young heir's steps faltering as he tried to keep up with the two who supported him.

As they wound through trees, a great roar sounded behind them, clearly getting closer. The tired dwarf risked a glance backwards, and the sight made the blood in his veins run cold.

He almost didn't hear Thorin's voice telling him to run, but at the tug on his beard, the round dwarf turned and ran faster than he ever had before.

XXX

Dwalin cursed as the growls kept getting closer behind them. Fili's eyes were wide with fear as he tried to run, and the burly dwarf well remembered the conversation he had with Thorin back on the eyrie.

He wanted to die.

The warrior glanced at the lad's pale face, the color draining with his exhaustion. One look at the fear in his eyes told the warrior far more than his actions on the mountainside had.

He fears death.

Dwalin wasn't stupid nor was he blind. He knew how close Fili and Kili's bond had been, and had always feared what would happen should one be killed without the other. Now that he could see it, however, an old memory entered his mind

Once, when he had been a young and reckless lad, a bad mistake on a hunting trip had nearly cost him his life. Only the quick reflexes of Balin had saved him from the wild boar they had stumbled across, and afterward something his elder brother had said stuck with him.

If you are ever killed and I could have prevented it, I wouldn't want to face you in the halls of our fathers. I wouldn't want to see that disappointment in your eyes that I had failed you.

After that incident, he had taken upon himself to master his weapons as much as he could in order to defend himself so his brother didn't have to take up that burden. But as much as he tried to instill the same attitude in Kili when he trained the lads in weaponry, he always felt that Kili couldn't quite fathom the idea that Fili may not always be around to protect him.

What did Balin call it? The burly dwarf thought to himself, before the words came back to him.

The burden of an older brother.

As Fili stumbled once more, he gasped, blue eyes rolling into the back of his head as his face drained of color. The burly dwarf caught the fainting dwarf and picked the heir up, before continuing to run. For though he was not Dwalin's younger brother but rather a cousin, the youth was under his protection. He had been under his protection ever since the healer had dropped him into the startled warrior's arms eighty two years ago.

And he would gladly bear the burden of an older brother, if it meant keeping this lad alive.

XXX

A large hedge came into view, and the company continued to run as fast as they could, their lack of food having no bearing on their ability to run on sheer adrenaline alone.

Several surprised dwarves looked up as Bombur passed them one by one, the round dwarf not being known for his speed in anything but eating. They rushed through a large opening in the hedge, when Gandalf glanced back behind him with wide eyes.

An enormous bear suddenly crashed out of the bushes, snarling as he spotted his quarry and picked up speed.

"Run! Into the house!" he cried, making sure every single dwarf and hobbit was past him before moving on. "Open the door, quickly!"

Bombur suddenly smashed into the closed door, bouncing off as the force knocked him off his feet. Several of the other dwarves crashed into it as well, before frantically pushing and shoving it in an attempt to open the large wooden doors.

"Move!" Thorin cried, realizing that the only other person beside him who could reach the latch had his unconscious nephew in his arms. Shoving through the crowd of dwarves, he reached up with his hand and just managed to push the latch with the tip of his fingers.

The door gave way, each member of the company shouting as the black bear raced up behind them. Turning immediately, they shoved the door closed, only for the great beast's snout to make it through. Snarling teeth snapped and growled within inches of Thorin's face, but he refused to lessen the pressure though it pained him to do so.

"Push it shut!" he cried. The company continued to push as hard as they could, Dwalin quickly setting Fili down on the floor so he could turn and help. Bilbo, unsure of what else to do, drew his sword with wide eyes, while the wizard eyed the great bear curiously, an unusual glint in his eye.

Finally, the door managed to get pushed shut, and Gloin grabbed a plank to slide in the hooks on the inside of the great wooden gates, effectively sealing them. Sweat poured down the gasping dwarves as they gathered their breath, and Ori turned toward the wizard.

"What was that?" he asked, brow furrowing in confusion.

"That was our host," Gandalf replied, causing 12 pairs of eyes to turn toward him with a blank expression. "His name is Beorn, and he's a skinchanger."

Eyes widened as Gandalf turned toward the large home, glancing discreetly toward the side door to make sure it, too, was latched shut. Looking back at the company, he continued.

"Sometimes he's a huge black bear. Sometimes he's a big, strong man," the wizard said, recalling what Radagast had said of him. "The bear is unpredictable, but don't you worry- the man can be reasoned with. However, he is not overfond of dwarves."

Ori peered curiously outside a slight crack in the doorframe, but just as he opened his mouth to speak, a weak groan sounded through the room.

All eyes turned toward the young prince as his eyes fluttered open.

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YAY! We're finally at Beorn's :D Hopefully we are also at longer chapters for a while too ;) But as always, bear with me as I try to update as frequently as real life craziness allows :D

A response to guest reviewer guest: I honestly don't know how many chapters it will end up being. I update as real life allows- I'm on a very small farm, so I'm often super busy. But part 1 is almost done, then I will start part two at the elven gate of Mirkwood :)

Thanks to all who review, favorite, and follow- you guys are so awesome! :D :D :D