Beginning of the Desolation of Smaug! Yay! So this part of the story has been stuck in my head for years, so to see it finally come to be feels great. I promise to update weekly and finally give you the full story of Kelsey Rose. Let me know if you are interested in any one shots from after the Battle of Five Armies to the beginning of Lord of the Rings.

Disclaimer: I do not own The Hobbit or its characters. If I did, I wouldn't have let Kili, Fili and Thorin die.

Peaking over the top of some rocks, Kelsey joined Bilbo as they watched Azog and his Warg scouts run along a ridgeline, hoping to sniff out the dwarves. The day had been long as they had to make their way down the Carrock, where the Eagles had left them, which lead to many cursing and torn clothing. A brisk chill was in the air and all Kelsey wanted to do was to curl up in a ball and sleep.

Suddenly a snarl could be heard a few hundred metres away from them to the left side and both Kelsey and Bilbo peered over to find a great, black bear. Its legs alone were the size of Kelsey and that terrified her. Grabbing Bilbo's hand, they quickly snuck away back down a rocky path where the Company awaited their report.

"How close is the pack?" asked Dwalin, as they returned, slightly out of breath.

"Too close," explained Bilbo. "A couple of leagues, no more, but that is not the worst of it."

"Have the Wargs picked up our scent?" questioned Dwalin.

"Not yet, but they will: we have another problem."

"Did they see you? They saw you!" exclaimed Gandalf.

"No that's not it."

"What did I tell you? Quiet as a mouse. Excellent burglar material," smiled Gandalf as he turned to the dwarves who chuckled in appreciation. Kelsey rolled her eyes in annoyance that none of them was listening to Bilbo.

"Shut up!" she shouted, in the most quiet way possible. All dwarves turned to her as Bilbo thanked her.

"Thank you Kels; I'm trying to tell you there is something else out there." All dwarves began to look worried as Gandalf asked a question that confused everyone.

"What form did it take? Like a bear?"

"Y-yes. But bigger, much bigger," squeaked Bilbo.

"You knew about this beast?" asked Bofur to Gandalf who turns from the Company and takes a few steps away. "I say we double back."

"And be run down by a pack of Orcs," said Kelsey, sitting up from a nearby rock to regain some energy. "I am too tired to expel more of my power."

"Miss Kelsey is right," agreed Thorin, folding his arms in thought.

"There is a house, it's not far from here, where we might take refuge," claimed Gandalf as he looked back at the worried dwarves.

"Whose house? Are they friend or foe?" asked Thorin.

"Neither. He will help us, or he will kill us."

The dwarves look at each other in dismay; they not only were being chased by orcs but also by an unknown creature. Kelsey's hands began to shake with fear; she felt useless to help the Company with this beast. A hand found its way into hers, entwining their fingers with her, squeezing for assurance. Kelsey looked up at Kili who gave her a small smile.

"What choice do we have?" sighed Thorin, just as a mighty roar filled the night sky.

"None," mumbled Gandalf as they all sprinted towards the direction of the house. Running through plains and across streams, Kelsey kept mumbling to herself which made Kili and Fili laugh once they heard her.

"I am going to kill the person who invented running."

"I hate running."

Once the Company runs through a forest, another ear-splitting roars rings out, signalling the beast was nearby.

"This way, quickly" shouts Gandalf, the dwarves panicking and began to run again after a brief stop. Bombur stood frozen before being pulled along by Bofur Kili tightly held Kelsey's hand to help her keep up with the group as he could hear her very heavy breathing. Exiting the forest, they spy a house surrounded by a hedge in the middle of a plain.

"To the house! Run!"

Suddenly Kelsey saw in the corner of her eye of Bombur breezing past everyone. He was so frightened, his fear pushed him to run faster than the others. If she wasn't so terrified herself, she would have been laughing at the sight of the other dwarves faces as Bombur led them to the house. Unfortunately, he rammed into the door which didn't budge for it was locked by a board. Kelsey heard the crunching of trees behind them and turned to see the ginormous bear charging at them. She screamed and with the remaining strength, threw a ball of light at the bear's face, stalling in time for Thorin to lift the exterior bolt. They all bolt inside the house and tried to slam the door shut, but the bear, who recovered from its surprise, had already gotten its head in the door.

With one final heave, the dwarves managed to close the door and drop the bolt across it. Sighing in shock, fear and tiredness, they all looked at Gandalf for some answers.

"What is that?" asked Ori, as Kili scrambled over to Kelsey, who had lost all colour in her cheeks. The room was spinning and she was struggling to stay upright. Thankfully the arm Kili had draped over her shoulders helped. He looked at her in concern.

"Just a little tired," was all she could reply.

"That…is our host," claimed Gandalf, causing everyone to turn in bewilderment. "His name is Beorn and he is a skin-changer. 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."

"You have got to be joking, Gandalf," said Kelsey, looking up at the wizard.

"But we are in luck, as he does have a liking to stars."

"Yeah, well this star threw a ball of light at him," she grumbled, leaning her head against Kili's shoulder, her knees buckling underneath her. Fili appeared on the other side of her and both he and Kili helped down to a bundle of hay, where as soon as she laid her head down, she fell into a deep slumber.

Kili took his jacket and placed it over her sleeping form who instantly snuggled into it. He brushed some hair away from her face and smiled at how peaceful she looked.

"You need to tell her how you feel, brother," said Fili as he placed himself on the other side of Kelsey. Kili just simply sighed and looked at his brother with longing eyes.

"I will. One day."

YAY! Kili finally admitted to himself that he cares for Kelsey…but will that be enough for the journey ahead! Please leave a review behind on what you think of the story so far. Until next time.