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.

Gandalf sat on a barrel, smoking his pipe as he watched the dwarves and hobbits stir. Two members of the company still slumbered on, the evidence of a restless night in their exhausted, pale faces, and the wizard frowned.

It had been very risky coming here, but he knew they had no other possible option as soon as Bilbo spotted the wargs on the horizon the morning before. Fili, and to a lesser degree Thorin, were still far too injured to continue on foot much further, and until their wounds healed more there was no hope in all of Arda that they could possibly outrun a warg pack. Given that their host himself had chased them all into his home, the company narrowly managing to shut his snarling bear form out, the wizard was quite surprised that they were still alive.

I wonder, he thought to himself as he heard the sound of an axe falling into wood outside the large cottage. Could it be that he chased us in here deliberately to protect us from the warg pack?

Beorn had not come in his home until the wee hours of the morning, long after the distant howls of wargs had ceased. Nor had he addressed or even acknowledged the members of the company when he did. He had simply gone to bed without any apparent thought of his unexpected guests, arising just before dawn and returning outside without a word, much to the wizard's relief.

Whatever the reason for Eru's mercy, Gandalf knew that their host was still a formidable force to be reckoned with. Radagast had mentioned on more than one occasion that Beorn did not like strangers, especially dwarves. He lived isolated from all of Middle-earth save for occasional contact with the woodsmen further south for trade, and now his home was privy to fourteen. Things would have to be handled very, very delicately to avoid angering their host.

But there was one thing that Beorn hated more than anything else in all of Middle-earth, save perhaps the unspoken one who created them in the first place. As Gandalf heard the distinct sound of wood chopping, a plan began to form in his head.

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The heavy axe split the log like it was butter, the two halves falling apart on either side of the chopping block and joining the others before them.

Beorn sighed, pausing in his task to wipe the beads of sweat off his forehead with the back of his hand. The last thing he wanted or expected was a group of dwarves in his territory, but discovering an orc pack also in his lands, he decided to take care of them first then deal with the naugrim once they awoke. At least they were safe in his home for the night, allowing him to concentrate on keeping the foul vermin away from his animals.

He had harbored some concern about leaving the dwarves with his animals overnight, but decided that they would most likely leave them alone. The secretive race did not seem to have an appreciation for the natural things in life, unless they could fill their bellies or gain riches from it. There was food aplenty in his home, both stored from last autumn and some of the beginning harvests from his vegetable garden, the summer crops coming in fast. There was no need for the dwarves to harm his friends for the sake of supper.

The skinchanger glanced toward the east, where the sun was just beginning to rise over his valley. He had never been one for visitors, preferring the solitude of the wilderness and the company of his animals. Sometimes he visited the woodsmen to the south, mostly for trade in linen and broadcloth when his own stores ran low, or for supplies when the seasons were unusually dry. But, aside from the sometimes absent minded wizard, who loved animals as much as he, there were very few in Middle-earth he counted as friends.

His sharp ears picked up the beginnings of chatter from within the home, and he began to gather the wood up in his arms and stack it in the woodshed to dry for winter after next. As he came back for his fourth load, the large man glanced up to spot the old man, the only human amongst the dwarves that he had seen the evening before, walking toward him somewhat hesitantly. At his side, and quite nervous by the looks of it, was what looked like a tiny human, or child, but with furry feet much like his rabbits had and pointed ears, the small creature attempting to almost hide amongst the taller's robes.

And doing a very poor job of it, the large man thought with a slight bit of amusement as he glanced at the pale face and wide brown eyes, keeping his face impassive. He is almost as skittish as a bunny.

Straightening to his full height of ten feet as he set down the load and leaned on his axe, the skinchanger waited patiently for his guest to introduce himself, having a mind to just send the strange lot along their way and be done with them.

That is, as soon as he found out just what a man, twelve dwarves, and what he believed to be a halfling were doing in this remote part of the wilderness.

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Bilbo suspected he was dangerously close to tripping Gandalf up completely, and thus ruining their plan, but at that moment he did not care one bit.

The man towered over Gandalf, who in turn towered over the dwarves and hobbit. He was also very broad- thick muscles on his chest and arms spoke of the daily work of chopping wood, tending animals, and tilling the soil, something Bilbo figured out quickly upon glancing around the large farm. He also supposed that, being part bear, or skin changer or whatever the wizard had called him, had a great deal to do with it as well.

If Bilbo felt like he was a child next to Gandalf and the elves, he felt almost as small as a mouse next to the giant man. He simply could not contain his trembling, and was quite thankful for the wizard's sweeping robes. The bear-man was so tall, Bilbo was fairly certain that he could walk right between his legs and not have to duck at ALL. And he was one of the taller hobbits in the Shire! However, as he glanced up at their host, eyes meeting, he realized that he was not fooling anyone, least of all Beorn.

He could probably hear my chattering teeth anyway, the hobbit thought to himself wryly. They're certainly banging together loud enough.

The skinchanger's face was stern as he stared at his unexpected guests, and Bilbo could hardly blame him. After the way the dwarves had all but invaded his house, destroyed his bathroom plumbing, and pillaged his pantry, he was almost of the mind that unexpected visitors weren't worth the trouble either. Images in his mind of the injured and grieving Fili, and Thorin whispering pleas for him to aid him in sitting up on the cliff, however, made the hobbit hope that Beorn would be willing to help them, at least.

Bilbo's gaze was so focused on Beorn that he didn't realize Gandalf had stopped until he ran smack into him.

"Oof!" Grunting, he stepped back as the wizard glanced at him, eyebrows raised. The hobbit shrank a bit, before rubbing and wiggling his nose at the slight sting. His cheeks reddened in embarrassment, but it was soon forgotten as Gandalf turned and began to speak to the skinchanger.

"Good morning!" the wizard greeted cheerfully, removing his hat. "Allow me to introduce myself. I am Gandalf the Grey. I believe you know my friend, Radagast the Brown?" Beorn nodded, light golden eyes studying the wizard before him.

"I know of Radagast," he replied, his deep voice rumbling cautiously. "He lives in the depths of Mirkwood, tending the animals and trees, and I have crossed paths with him many a time. But I have not met you, though I knew there were more of his order than just himself."

"Yes," Gandalf nodded. "There are five of us, though as you say, I have not yet had the pleasure of meeting you. Radagast speaks highly of you, and though I had always meant to, my business has often taken me far away from here."

"A wizard's business does take him far and wide, though it is not the same as with Radagast," Beorn replied. "He seldom leaves his home in the wood, preferring solitude, much like myself." The great man's gaze locked onto the wizard, his look expectant, and Gandalf nodded.

"I understand, and do apologize for dropping in unexpectedly," the wizard explained, bowing his head in apology. "But for once my business has indeed led me toward these parts, though not quite in the way we planned. You see, we had every intention of heading further to the south toward the great east road, but by misfortune we happened upon some rather unsavory characters in the mountains, and our path was greatly diverted."

"There are many unsavory characters in those mountains," the skin changer replied matter of factly. "Vagabonds abound in many parts of the wilderness, seizing upon the chance to waylay unsuspecting travelers. You would have been wiser to travel in greater numbers."

"Ah yes," Gandalf replied. "But you see, it wasn't exactly as if we were a small number. I know you are aware that we number sixteen, but there were far more goblins than that, unfortunately." The skinchanger's eyes widened, and his arm dropped down from where it had been resting on his axe to grip the hilt tightly.

"Goblins abound in the mountains," he growled, and Bilbo swallowed a nervous lump in his throat at the fierce look in the large eyes. "Their numbers grow every day, and the vermin spawn faster than even rabbits do. They have taken over much of the Misty Mountains, and driving those who used to live amongst its peaks into the valleys. But a small band of goblins are still no match for fourteen." He eyed the wizard suspiciously.

"You say sixteen of you," the skinchanger's voice deepened as he continued, his suspicious gaze settling on the two dwarves exiting the skin changer's home. "Yet I counted only fourteen that I chased into my home last night." Balin and Dwalin approached Beorn tentatively.

"Balin…" the elder began.

"And Dwalin," the younger added, then both together finished, "At your service." The pair bowed deeply, before silently moving off to the side as Gandalf instructed them. Beorn nodded.

"I am not in need of your service," the skinchanger replied, before turning toward the wizard, expecting an answer to his question.

"Aye, you did," he said quietly. "Two of our company, the youngest dwarf and a young human woman, were lost in the goblin tunnels, falling down a great distance into the dark depths. The rest of us survived the encounter with the Great Goblin, whom I slew, but at a great cost." Beorn's eyes widened even further.

"You slew the Great Goblin?" he asked, before straightening up and nodding in respect. "That was an impressive feat, though I am sure your wizardry helped. But still, his realm is quite large, with hundreds of goblins in his vast tunnels." Gandalf nodded.

"I blinded those in the main cavern to allow us to escape," he explained, and Beorn nodded in approval.

"Goblins hate light, even more than orcs do," he replied. "It makes them weak, and burns their skin. But the effects don't linger long in the darkness of goblin tunnels, where natural light never shines." The sound of footsteps sounded behind them, and Bilbo glanced over to see Oin and Gloin approaching.

"Oin…"

"And Gloin…"

"At your service," the pair ended in unison, bowing deeply to where Gloin's beard brushed the ground. Beorn shook his head.

"As I told your companions, I don't need your service," he repeated, before looking back at Gandalf. Bilbo glanced at his eyes and blinked, surprised, seeing a new glint in Beorn's eyes.

He's…. curious, the hobbit thought to himself, then his eyes widened in recognition. So THAT'S what Gandalf is doing! He's using the story to make Beorn interested in helping us!

Bilbo almost chuckled to himself at his realization, being quite impressed with Gandalf's cleverness, but decided against it so as to not interrupt and ruin his plan.

"That is very true," Gandalf replied, continuing his story. "The light effect was temporary, but it allowed us enough time to gather our weapons and fight our way out." The skinchanger bowed his head toward the four dwarves standing outside, as well as the three heading up the path.

"You have fine warriors indeed with you, if you can escape the goblin tunnels with weapons rather than magic," the skinchanger replied, and Bilbo heard a slight touch of awe in the gruff voice. Dori, Ori and Nori went to open their mouths, but Beorn held up his free hand.

"Before you go through the bother, I don't need your service," he stated, before turning back toward the wizard, leaving the three brothers looking at Gandalf in confusion as their mouths shut awkwardly. "You said you lost two of your companions to the depths, is that right?" He nodded.

"Kili, our youngest companion, jumped off of a swinging platform and barely caught the ledge with his hand," the wizard said quietly, his face falling slightly. "I was unfortunately on the other side of my companions and engaged with four goblins myself, so could not aid him."

Beorn's gaze moved toward the dwarves, whose faces were downcast at the heavy loss amongst the company, before turning back toward the house, where Bifur, Bofur, and Bombur were exiting.

"I do not need your service," the skinchanger said before they even made three steps out the door. Like the brothers before them, the three sent confused looks toward Gandalf before joining the rest of the others standing outside.

"What of the human woman?" Beorn asked, turning toward the wizard. "And you can tell the other two that they can come out as well, as long as they don't offer me their service." Gandalf sighed, leaning heavily on his staff.

"The human woman tried to rescue the young one, despite having been beaten by the goblins in an attempt to save the others from being tortured, or so I was told," he continued, swallowing heavily. "From what my companions told me, she fought to the front and raged at the Great Goblin for threatening Thorin Oakenshield and his company with harm, despite all the dwarves trying to hide her from the goblins. The Great Goblin was after his head, because Azog the Defiler has placed a price on it."

Beorn's grip tightened on his axe until his hand turned white, the shaft beginning to tremble as anger clouded his eyes.

"I know of Azog," he said, anger thick in his voice. "So he is hunting Oakenshield?" The wizard nodded.

"The warg pack you chased off last night was after us, unfortunately," Gandalf replied. "We encountered them after we finally escaped the goblin tunnels. The young woman tried to help Kili, but in doing so they both fell. We exited the mountain fourteen strong, but Kili's brother was in deep despair over the loss and had to be carried out in order to keep him from taking on the whole goblin army himself."

"The loss of family is hard," Beorn nodded, closing his eyes for a moment, and Bilbo saw his shoulders sag slightly. Opening his eyes, his gaze went to the doorway beyond.

"The last two members of your company have not come outside yet," he replied, looking at Gandalf expecting an answer. The wizard sighed, closing his eyes as well.

"We encountered the orc pack as we exited the mountain, as I told you before," he replied after a moment. "Azog was leading them, and though I did what I could, injuries were still sustained. We had no choice but to climb trees, as the wargs and orcs greatly outnumbered us as well. The foul beasts were sent ahead, and knocked each tree down one by one. My companions jumped from tree to tree as it fell, but on the last one, Thorin and Fili, Kili's brother, did not make it to the last tree and landed on the ground. I used my magic to light pine cones on fire and we threw them down, creating a blaze between them and the wargs. But a few still got through, and young Fili was badly hurt.

"Thorin stood to protect him," Gandalf continued after a silent moment, the skinchanger waiting patiently as his face turned grim. "But Azog taunted him, and Thorin holds a special grudge against the pale orc. During Azanulbizar, Azog beheaded his grandfather in front of his eyes. Thorin tried to avenge Thror, and succeeded in cutting off Azog's left arm just below the elbow, using an oaken branch as a shield. He thought Azog died from his wounds, but he was greatly mistaken."

"He charged Azog, did he not?" Beorn said quietly, and Gandalf nodded in affirmation.

"Yes, he did," the wizard continued. "He was protecting Fili, as he is his nephew, but I suspect the shock of seeing his foe alive also had a lot to do with why he charged him single-handedly, and earned a warg bite and a glancing blow from Azog's mace to his face. Both are still too injured, Fili more so than Thorin, to come outside and introduce themselves, and their hearts are still heavy with grief. Kili was Fili's younger brother, and Thorin is their uncle."

"So the loss is shared by both," Beorn remarked, bowing his head in respect. "Your story has been fascinating, but I still fail to see how you came to be on my doorstep, as Goblin town is nearly seventeen leagues away from here, and there is little chance that you outran the warg pack, especially with two of your company members so badly injured."

"I aided Gwaihir the Windlord some years ago," the wizard replied. "He is friend with all creatures of wing, aside from those bred for evil, and when our tree on the cliffside was dangling over the precipice after being knocked over by wargs, I sent word to him via a moth I saw lingering nearby. His flock came and picked us up just as our tree fell, and hosted us on their eyrie for the past seven days, until young Fili was healed enough to be flown to your Carrock."

"Where you find yourselves on my doorstep hunted by the Defiler," Beorn nodded, the puzzle pieces fitting together at last.

The silence grew, and the company stood still, each hardly daring to breathe as the extent of their desperate situation became clear. Several minutes passed as the skinchanger looked each person in the eye, as though weighing the validity of the wizard's story. His gaze landed on Bilbo, and the poor hobbit couldn't contain his slight squeak of fright at the skinchanger's piercing gaze.

"You have failed to introduce the last member of your company, Gandalf," the skinchanger remarked. "I believe him to be a halfling, though he greatly reminds me of a little bunny with the way his nose twitches and his furry feet that have no shoes. Or perhaps a mouse, with that squeak."

Bilbo's mouth fell agape in indignation, even as a few nervous chuckles escaped from the group of dwarves. The golden eyes held his own, and the hobbit almost sputtered as he saw a glint of amusement in the large man's gaze. Beorn smirked slightly at the red faced hobbit, before turning back toward Gandalf.

"Ah, yes," the wizard replied, laying a hand on the stewing hobbit's shoulder, who was currently casting glares toward Nori and Bofur. "This is Bilbo Baggins of the Shire, a halfling as you said, though they like to call themselves hobbits."

Beorn nodded his head, and raised his eyebrow slightly.

"And are you going to offer your service to me too?" he asked, and Bilbo shook his head.

"I don't know what use I would be if I did," he replied hesitantly, "As I would likely not be able to reach any of your shelves or tools anyway."

"That is a good answer," the skinchanger replied, nodding affirmatively. "I prefer to manage my own affairs anyway." He turned back toward Gandalf.

"As I mentioned before, your story is quite remarkable," he mentioned. "Your feat of slaying the Great Goblin is especially intriguing, as he was quite old and large, though I daresay he'd grown lazy in his comfortable abode, what with all those who served beneath him.

"Come," he continued, waving his hand toward the cottage. "I enjoy a good story in the morning very much, but it does tend to delay breakfast. Sit and eat if you will, and allow me the chance to speak to your king and find out more about what you are doing in these parts, as I seldom hear of dwarves, especially Durin's folk, venturing so far north of the Gap of Rohan."

If he was aware of the company's startled glances at the mention of Thorin's birthright, Beorn made no indication of it.

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BIG APOLOGIES TO EMAILS AND UPDATES NOT BEING ANSWERED- I HAD INTERNET ISSUES A COUPLE TIMES AND LOST ALL MY TABS. SO IF I HAVEN'T RESPONDED TO AN EMAIL YOU'VE SENT, PLEASE RESEND IT OK? (SAME WITH STORY LINKS IF I FOLLOW YOUR STORY). THANKS!

SQUEEE! I am SO excited to finally be able to write Beorn! Please review and let me know what you think of this portrayal- he was my favorite enigma in the book and one of my favorites on screen :D And bonus points to anyone who understands the bunny reference ;)

A response to guest reviewer SMCB: I will do my best as my schedule allows :) Me too- and I'm really trying to get there, honest. I'm excited for it as well. I am hoping it will be intense and emotional, to give you an idea.

A response to guest reviewer theLord'ssparrow: Awesome :) I'm glad you love it. I think of it as a bit similar to a science experiment- if you add another variable, inevitably your outcomes will change (in this case, the story progression will change as a direct result of having another person traveling with the company). The extra person HAS to be accounted for, especially if they're a female amongst a group of males (as reactions to both the company and those they come across will vary greatly due to that, given the societal ideologies of peoples in ME). I'm glad you feel it was well done- I was hoping to accomplish that, and have thought about her affect on the characters (both major and minor) and the effect on the plot as a whole very, very carefully. As for the other thing- I cannot STAND stories where people fall in love instantly- that simply does NOT happen in real life, and is completely unrealistic. Love takes time to mature and grow- how long that time is varies depending on the individuals, but there's no way it's LOVE in the span of a mere 24 hours, or even a week (and with this story, far longer, given Cira's grief). Crush maybe, lust in some stories (the "at first sight" type of thing), but not love. You cannot possibly fall in love with someone you don't even know- you have to get to know them first, otherwise it's based solely on appearance (totally fake, plus that falls into the lust category). I know this firsthand, as I got engaged to my now husband 3 months after we met, and married 11 months after we met (and people criticized us for going too fast- six years later, going strong with two great kids, and the detractors shut up lol). I'm glad you like the pairing :D

Thanks to all who review, favorite, and follow- you are amazingly loyal! :D :D :D