The next morning Bilbo woke up with the early sun in his eyes. He jumped up to look at the time and go to put the kettle on—and found he was not home at all. So he sat down and wished in vain for a wash and brush. He did not get either, nor tea nor toast nor bacon for his breakfast, only cold mutton and rabbit. And after that he had to get ready for a fresh start.

This time he had his own Eagle and was allowed to climb on to his back and cling between his wings. The air rushed over him and he shut his eyes. The Dwarves and Hannah were crying farewells and promising to repay the Lord of the Eagles if ever they could, as off rose sixteen great birds from the mountain's side. Bilbo could hear sounds of delight from Hannah as her Eagle took flight. The sun was still close to the eastern side of things. The morning was cool, and mists were in the valleys and hollows and twined here and there about the peaks and pinnacles of the hills. Bilbo opened an eye to peep and saw that the birds were already high up and the world was far away, and the mountains were falling back behind them into the distance. He shut his eyes again and held on tighter.

"Don't pinch!" said his Eagle. "You need not be frightened like a rabbit, even if you look rather like one. It is a fair morning with little wind. What is finer than flying?"

Bilbo would have liked to say: "A warm bath and a late breakfast on the lawn afterwards;" but he thought it better to say nothing at all, and to let go his clutch just a tiny bit.

After a good while the Eagles must have seen the point they were making for, even from their great height, for they began to go down circling round in great spirals. They did this for a long while, and at last the hobbit opened his eyes again. The earth was much nearer, and below them were trees that looked like oaks and elms, and wide grass lands, and a river running through it all. But cropping out of the ground, right in the path of the stream which looped itself about it, was a great rock, almost a hill of stone, like a last outpost of the distant mountains, or a huge piece cast miles into the plain by some giant among giants.

Quickly now to the top of this rock the Eagles swooped one by one and set down their passengers.

"Farewell!" they cried. "Wherever you fare, till your eyries receive you at the journey's end!" That is the polite thing to say among eagles.

"May the wind under your wings bear you where the sun sails and the moon walks," answered Gandalf, who knew the correct reply.

And so they parted. And though the Lord of the Eagles became in after days the King of All Birds and wore a golden crown, and his sixteen chieftains golden collars (made of the gold that the Dwarves gave them), Bilbo and Hannah never saw them again—except high and far off in the battle of Five Armies. But as that comes in much later towards the end of this tale, we will say no more about it just now.

There was a flat space on top of the hill of stone and a well worn path with many steps leading down it to the river, across which a ford of huge flat stones led to the grass-land beyond the stream. There was a little carve (a wholesome one with a pebbly floor) at the foot of the steps near the end of the stony ford. Here the party gathered and discussed what was to be done.

"I always meant to see you all safe (if possible) over the mountains," said the wizard, "and now by good management and good luck I have done it. Indeed we are now a good deal further east than I ever meant to come with you, for after all this is not my adventure. I may look in on it again before it is all over, but in the meanwhile I have some other pressing business to attend to."

By that Hannah knew that he meant to return in time for the meeting of the White Council; but the others did not know this, and Gandalf would not explain in further detail since the meeting was to be kept secret. The Dwarves groaned and looked most distressed, and Bilbo wept. They had begun to think Gandalf was going to come all the way and would always be there to help them out of difficulties.

"I am not going to disappear this very instant," said he. "I can give you a day or two more. Probably I can help you out of your present plight, and I need a little help myself. We have no food, and no baggage, and no ponies to ride; and you don't know where you are. Now I can tell you that. You are still some miles north of the path which we should have been following, if we had not left the mountain pass in a hurry. Very few people live in these parts, unless they have come here since I was last down this way, which is some years ago. But there is somebody that I know of, who lives not far away. That Somebody made the steps on the great rock—the Carrock I believe he calls it. He does not come here often, certainly not in the daytime, and it is no good waiting for him. In fact it would be very dangerous. We must go and find him; and if all goes well at our meeting, I think I shall be off and wish you like the Eagles 'farewell wherever you fare!'"

They begged him not to leave them. They offered him dragon-gold and silver and jewels, but he would not change his mind. "We shall see, we shall see!" he said. "And I think I have earned already some of your dragon-gold—when you have got it."

After that they stopped pleading. Then they took off their clothes and bathed in the river, which was shallow and clear and stony at the ford. (Hannah of course separated from the rest of the group at this point for the sake of privacy and went a ways off until she was out of sight but still within hearing-shot if she should need to give a shout for help.) When they had dried in the sun, which was now strong and warm, they were refreshed, if still sore and a little hungry. Soon they reunited and crossed the ford (carrying the hobbit), and then began to march through the long green grass and down the lines of the wide-armed oaks and the tall elms.

"And why is it called the Carrock?" asked Bilbo as he went along at the wizard's side.

"He called it the Carrock, because carrock is his word for it. He calls thing like that carrocks, this one is the Carrock because it is the only near his home and he knows it well."

"Who calls it? Who knows it?"

"Is it the Somebody you spoke of?" Hannah asked, also curious.

"Yes, and he is a very great person," answered Gandalf. "You must all be very polite when I introduce you. I shall introduce you slowly, two by two, I think; and you must be careful not to annoy him, or heaven knows what will happen. He can be appalling when he is angry, though he is kind enough if humored. Still I warn you he gets angry easily."

The Dwarves all gathered round when they heard the wizard talking like this to Bilbo and Hannah. "Is that the person you are taking us to now?" they asked. "Couldn't you find someone more easy-tempered? Hadn't you better explain it all a bit clearer?"—and so on.

"Yes it certainly is! No I could not! And I was explaining very carefully," answered the wizard crossly. "If you must know more, his name is Beorn. He is very strong, and he is a skin-changer." Hannah's eyes widened in surprise upon hearing this. She wondered if it skin-changers were like the dangerous and cursed werewolves of legend in her world.

"What! A furrier, a man that calls rabbits conies, when he doesn't turn their skins into squirrels?" asked Bilbo, having never heard of anything of the like before.

"Good gracious heavens, no, no, No, NO!" said Gandalf. "Don't be a fool Bilbo Baggins if you can help it; and in the name of all wonder don't mention the word furrier again as long as you are within a hundred miles of his house, nor rug, cape, tippet, muff, nor any other such unfortunate word! He is a skin-changer. He changes his skin; sometimes he is a huge black bear, sometimes he is a great strong man with huge arms and great beard. I cannot tell you much more, though that ought to be enough. Some say that he is a bear descended from the great and ancient bears of the mountains that lived there before the giants came. Others say that he is a man descended from the first men who lived before Smaug or the other dragons came into this part of the world, and before the goblins came into the hills out of the North. I cannot say, though I fancy the last is the true tale. He is not the sort of person you ask questions of.

"At any rate he is under no enchantment but his own," the wizard added as if reading his apprentice's mind. "He lives in an oak-wood and has a great wooden house; and as a man he keeps cattle and horses which are nearly as marvelous as himself. They work for him and talk to him. He does not eat them; neither does he hunt or eat wild animals. He keeps hives and hives of great fierce bees, and lives most on cream and honey. As a bear he ranges far and wide. I once saw him sitting all alone on the top of the Carrock at night watching the moon sinking towards the Misty mountains, and I heard him growl in the tongue of bears; 'The day will come when they will perish and I shall go back!' That is why I believe he once came from the mountains himself."

Bilbo, Hannah, and the Dwarves now had plenty to think about, and they asked no more questions. They still had a long way to walk before them. Up slope and down dale they plodded. It grew very hot. Sometimes they rested under trees, and then Bilbo felt so hungry that he would have eaten acorns, if any had been ripe enough yet to have fallen to the ground.

It was the middle of the afternoon before they noticed that great patches of flowers had begun to spring up, all the same kinds growing together as if they had been planted. Especially there was clover, waving patches of cockscomb clover, and purple clover, and wide stretches of short white sweet honey-smelling clover. There was a buzzing and a whirring and a droning in the air. Bees were busy everywhere. And such bees! Hannah and Bilbo had never seen anything like them.

If one was to sting me, the hobbit thought, I should swell up as big again as I am!

They were bigger than hornets. The drones were bigger than your thumb, a good deal, and the bands of yellow on their deep black bodies shone like fiery gold.

"We are getting near," said Gandalf. "We are on the edge of his bee-pastures."

After a while they came to a belt of tall and very ancient oaks, and beyond these to a high thorn-hedge through which you could neither see nor scramble.

"You had better wait here," said the wizard to the Dwarves; "and when I call or whistle begin to come after me—you will see the way I go—but only in pairs, mind, about five minutes between each pair of you. Bombur is fattest and will do for two, he had better come alone and last. Come on Hannah, Bilbo! There is a gate somewhere round this way." And with that he went off along the hedge taking his young apprentice and the frightened hobbit with him. Bringing the two of them out at the same time should be safe since they appeared to be the least threatening, and their combined heights roughly equaled that of one grown man.

They soon came to a wooden gate, high and broad, beyond which they could see gardens and a cluster of low wooden buildings, some thatched and made of unshaped logs; barns, stables, sheds, and a long low wooden house. Inside on the southward side of the great hedge were rows and rows of hives with bell-shaped tops made of straw. The noise of the giant bees flying to and fro and crawling in and out filled all the air.

The wizard and his apprentice and the hobbit pushed open the heavy creaking gate and went down a wide track towards the house. Some horses, very sleek and well-groomed, trotted up across the grass and looked at them intently with very intelligent faces; then off they galloped to the buildings.

"They have gone to tell him of the arrival of strangers," said Gandalf.

Soon they reached a courtyard, three walls of which were formed by a wooden house and its two long wings. In the middle there was lying a great oak-trunk with many lopped branches beside it. Standing near was a huge man with a thick beard and hair, and great bare arms and legs with knotted muscles. He was clothed in a tunic of wool down to his knees, and was leaning on a large axe. The horses were standing by him with their noses at his shoulder.

"Ugh! Here they are!" he said to the horses. "They don't look dangerous. You can be off!" He laughed a great rolling laugh, put down his axe and came forward.

"Who are you and what do you want?" he asked gruffly, standing in front of them and towering tall above Gandalf. Hannah's head was only as high as his waist. As for Bilbo he could have easily trotted through his legs without ducking to miss the fringe of the man's brown tunic.

"I am Gandalf," said the wizard.

"Never heard of him," growled the man, "and who's the girl, your granddaughter? And what's this little fellow?" he said, stooping down to frown at the hobbit with his bushy eyebrows.

"This is Hannah, my apprentice, and that is Mr. Baggins, a hobbit of good family and unimpeachable reputation," said Gandalf. Hannah and Bilbo bowed. They had no hats to take off, and Bilbo was painfully conscious of his many missing buttons. "I am a wizard," continued Gandalf. "I have heard of you, if you have not heard of me; but perhaps you have heard of my colleague, Radagast the Brown, who lives near the Southern borders of Mirkwood?"

"Yes; not a bad fellow as wizards go, I believe. I used to see him now and again," said Beorn. "Well, now I know who you are, or who you say you are." He had never heard of a Wizard taking an apprentice before. "What do you want?"

"To tell the truth, we have lost our luggage and nearly lost our way, and are rather in need of help, or at least advice. I may say we have had rather a bad time with goblins in the mountains."

"Goblins?" said the man less gruffly. "Oh ho, so you've been having trouble with them have you? What did you go near them for? Stupid thing to do!" Hannah couldn't agree more, given everything that had happened.

"We did not mean to," said Gandalf. "They surprised us at night in a pass which we had to cross, we were coming out of the Lands over West into these countries—it is a long tale."

"Then you had better come inside and tell me some of it, if it won't take all day," said the man leading the way through a dark door that opened out of the courtyard into the house.

Following him they found a wide hall with a fireplace in the middle. Though it was summer there was a wood-fire burning and the smoke was rising to the blackened rafters in search of a way out through an opening in the roof. They passed through this dim hall, lit only by the fire and the hole above it, and came through another smaller door into a sort of veranda propped on wooden posts made of single tree-trunks. It faced south and was still warm and filled with the light of the westering sun which slanted into it, and fell golden on the garden full of flowers that came right up to the steps.

Here they sat on wooden benches while Gandalf began his tale, and Bilbo and Hannah swung their dangling legs and looked at the flowers in the garden, wondering what their names could be, as they had never seen half of them before.

"My apprentice and I were coming over the mountains with a friend or two..." said the wizard.

"Or two? I can only see one, and a little one at that," said Beorn.

"Well to tell the truth, I did not like to bother you with a lot of us, until I found if you were busy. I will give a call, if I may."

"Go on, call away!"

So Gandalf gave a long shrill whistle, and presently Thorin and Dwalin came round the house by the garden path and stood bowing low before them.

"One or three you meant, I see!" said Beorn. "But these aren't hobbits, they are dwarves!"

"Thorin Oakenshield, at your service! Dwalin at your service!" said the two Dwarves bowing again.

"I don't need your service, thank you," said Beorn, "but I expect you need mine. I am not over fond of Dwarves; but if it is true and you are Thorin (son of Thráin, son of Thrór, I believe), and that your company is respectable, and that you are enemies of goblins and not up to any mischief in my lands—what are you up to, by the way?"

"They are on their way to visit the land of their fathers, away east beyond Mirkwood," put in Gandalf, "and it is entirely an accident that we are in your lands at all. We were crossing by the High Pass that should have brought us to the road that lies to the south of your country, when we were attacked by the evil goblins—as I was about to tell you."

"Go on telling, then!" said Beorn, who was never very polite.

"There was a terrible storm; the stone-giants were out hurling rocks, and at the head of the pass we took refuge in a cave, the hobbit and Hannah and I and several of our companions..."

"Do you call two several?"

"Well, no. As a matter of fact there were more than two."

"Where are they? Killed, eaten, gone home?"

"Well, no, they don't seem to have all come when I whistled. Shy, I expect. You see, we are very much afraid that we are rather a lot for you to entertain."

"Go on, whistle again! I am in for a party, it seems, and or two more won't make much difference," growled Beorn.

Gandalf whistled again; but Nori and Ori were there almost before he had stopped, for, if you remember, Gandalf had told them to come in pairs every five minutes.

"Hullo!" said Beorn. "You came pretty quick—where were you hiding? Come on my jack-in-the-boxes!"

"Nori at your service, Ori at..." they began; but Beorn interrupted them.

"Thank you! When I want your help I will ask for it. Sit down, and let's get on with this tale, or it will be suppertime before it is ended."

"As soon as we were asleep," went on Gandalf, "a crack at the back of the cave opened; goblins came out and grabbed the hobbit and the dwarves and our troop of ponies—"

"Troop of ponies? What were you—a traveling circus? Or were you carrying lots of goods? Or do you always call seven a troop?"

"Oh no! As a matter of fact there were more than seven of us—and well, here are two more!" Just at that moment Balin and Dori appeared and bowed so low that their beards swept the stone floor. The big man was frowning at first, but they did their best to be frightfully polite, and kept on nodding and bending and bowing (in proper Dwarf-fashion), till he stopped frowning and burst into a chuckling laugh; they looked so comical.

"Troop, was right," he said. "A fine comic one. Come in merry men, and what are your names? I don't want your service just now, only your names; and then sit down and stop wagging!"

"Balin and Dori," they said not daring to be offended, and sat flop on the floor looking rather surprised.

"Now go on again!" said Beorn to the wizard.

"Where was I? Oh yes—Hannah and I were not grabbed. I killed a goblin or two with a flash—"

"Good!" growled Beorn. "It is some good being a wizard, then."