It was full morning when they awoke. One of the Dwarves had fallen over Bilbo in the shadows where he lay, and had rolled down with a bump from the platform on to the floor. It was Bifur, and he was grumbling about it, when Hannah and Bilbo opened their eyes upon hearing (feeling in Bilbo's case) the commotion.

"Get up lazy bones," he said, "or there will be no breakfast left for you." Up jumped Hannah and Bilbo, who knew enough about the Dwarves' eating habits to know that was no joke.

"Breakfast!" the hobbit cried. "Where is breakfast?"

"Mostly inside us," answered Bofur who was moving around the hall with the other Dwarves; "but what is left is out on the veranda."

"We've been up and about looking for Beorn ever since the sun got up; but there's no sign of him anywhere, though we found breakfast laid as soon as we went out," added Balin.

"Where is Mr. Gandalf?" asked Hannah, moving off with Bilbo to find something to eat as quick as she could.

"Oh, out and about somewhere," the Dwarves told them. But they saw no sign of the wizard all that day until the evening. Just before sunset he walked into the hall, where Hannah and the hobbit and the Dwarves were having supper, waited on by Beorn's wonderful animals, as they had been all day. Of Beorn they had seen and heard nothing since the night before, and they were getting puzzled.

"Where is our host, and where have you been all day yourself?" they all cried.

"One question at a time—and none till after supper!" said the wizard. "I haven't had a bite since breakfast."

At last Gandalf pushed away his plate and jug—he had eaten two whole loaves (with masses of butter and honey and clotted cream) and drunk at least a quart of mead—and he took out his pipe. "I will answer the second question first," he said, "I have been picking out bear-tracks. There must have been a regular bears' meeting outside here last night. I soon saw that Beorn could not have made them all: there were far too many of them, and they were of various sizes too. I should say there were little bears, large bears, ordinary bears, and gigantic bears, all dancing outside from dark to nearly dawn. They came from almost every direction, except from west over the river, from the Mountains. In that direction only one set of footprints led—none coming, only ones away from here. I followed these as far as the Carrock. There they disappeared into the river, but the water was too deep and strong beyond the rock for me to cross. It is easy enough, as you remember, to get from this bank to the Carrock by the ford, but on the other side is a cliff standing up from a swirling channel. I had to walk miles before I found a place where the river was wide and shallow enough for me to wade and swim, and then miles back again to pick up the tracks again. By that time it was too late for me to follow them far. They went straight off in the direction of the pinewoods on the east side of the Misty Mountains, where we had our unpleasant encounter with the Orcs and their Wargs the night before last. And now I think I have answered your first question, too," ended Gandalf, and he sat a long while silent.

Bilbo thought he knew what the wizard meant.

"What shall we do," he cried, "if he leads all the Orcs and the Wargs and the Goblins down here? We shall all be caught and killed! I thought you said he was not a friend of theirs."

"So I did. And don't be silly! You had better go to bed, your wits are sleepy."

The hobbit felt quite crushed, and as there seemed nothing else to do, he did go back to bed; and while the Dwarves were still singing songs he dropped asleep, still puzzling his little head about Beorn, till he dreamed a dream hundreds of black bears dancing slow heavy dances round and round in the moonlight in the courtyard.

Meanwhile, Hannah continued to speak with Gandalf in hushed tones.

"You needn't have been so hard on him. I take it our host must have decided to look into the truth of our story for himself?" said Hannah.

"Yes," agreed Gandalf; "so it would seem." He was glad to see that she was keeping her head about her. It took a lot to rattle his young ward. "Have you given any further thought as to what it is you plan to do?"

"Do?" asked Hannah, furrowing her brow slightly in confusion.

"I mean are you still coming back with me, or were you thinking of staying with Bilbo and the rest? You seem reluctant to leave them," the wizard remarked keenly, eyeing her with wise grey orbs. "I'm getting the feeling that you would rather continue this journey."

"Well, I'm not much in the habit of quitting something once I've started it," Hannah replied with a wry smile. "But you're right, I have been thinking. I've been thinking about how dangerous this venture has become, and where I could be of the most use." Even if she returned with him for the meeting of the White Council, she felt that her presence there would accomplish very little. Since she was not a member, she would not be allowed to participate in the secret meeting, and Saruman had never really cared for her. (He still seemed skeptical about her origins.) Also, she was not a warrior. If the Council did decide to attack the Enemy directly, then she had little doubt that Gandalf and Elrond would make her stay behind in Rivendell for her own safety. Part of Hannah was tempted to let them protect her, but another larger part would not allow her to run away while there was still a chance there might be something that she could do to help. She could not leave Bilbo and the others to face the danger of the dragon alone. As they had no chance of matching the Smaug's power, Hannah knew that it would undoubtedly boil down to a battle of wits in the end. She may not have much brawn, but she had plenty of brains; and Hannah knew this. There was something she could do. "And so... I would like to continue on with them for a little longer. I would like to see this journey through to its end," she concluded bravely.

Gandalf stared at his student for a long moment and sighed. He had thought as much. He did not like the idea of leaving Hannah in so much danger: their adventure seemed—and was—all the more perilous now that they knew was Azog on their tail. But he recognized that look in her eyes and knew that Hannah would not be deterred now that she had made her decision. And despite the worry he felt for the girl, the Wizard did feel some measure of comfort knowing she and Bilbo would still be helping the Dwarves while he was gone.

There was a silent understanding between student and teacher. With nothing more left to say on the matter, Hannah prepared for bed, and drifted off to sleep listening to the songs of the Dwarves. Then she woke up some time later when everyone else was asleep, and she heard the same scraping, scuffling, snuffling, and growling as before. She realized Bilbo was also awake, but this time the hobbit rolled over and went back to sleep rather quickly. Hannah would have liked to do the same, but something was bothering her. The noise outside seemed different from last night's, more aggressive. She wondered briefly if she should poke her head outside for a moment to see if everything was all right, but then she remembered how both Gandalf and Beorn had warned them all against stepping out at night and decided against it.

Next morning they were all awakened by Beorn himself.

"So here you all are still!" he said. He picked up the hobbit and laughed. "Not eaten up by Wargs or Orcs or Goblins or wicked bears yet I see," and he poked Mr. Baggins' waistcoat most disrespectfully. "Little bunny is getting nice and fat again on bread and honey," he chuckled. "Come and have some more!"

So they all went to breakfast with him. Beorn was most jolly for a change; indeed he seemed to be in a splendidly good humor and set them all laughing with his funny stories; nor did they have to wonder long where he had been or why he was so nice to them, for he told them himself. He had been over the river and right back up into the mountains—from which you can guess that he could travel quickly, in bear's shape at any rate. From the burnt wolf-glade he had soon found out that part of their story was true; but he had found more than that: he had caught a Warg and a Goblin wandering in the woods. From these he had got news: the goblin patrols and Azog's party were still hunting with Wargs for the Dwarves, and they were fiercely angry because of the death of the Great Goblin, and also because of the chance missed by Azog to take his revenge upon Thorin and the burning of many of his chief Wargs. So much they told him when he forced them, but he guessed there was more wickedness than this afoot, and that a great raid of a whole army of Goblins and Orcs with their wolf-allies into the lands shadowed by the mountains might soon be made to find the Dwarves, or to take vengeance on the men and creatures that lived there, and who they thought must be sheltering them.

"It was a good story, that of yours," said Beorn, "but I like it better now I am sure it is true. You must forgive my not taking your word. If you lived near the edge of Mirkwood, you would take the word of no one that you did know as well as your brother or better. As it is, I can only say that I have hurried home as fast as I could to see that you were safe, and to offer you any help that I can. I shall think more kindly of Dwarves after this. Killed the Great Goblin, killed the Great Goblin!" he chuckled fiercely to himself, though his mood fell as a much darker memory crossed his mind. "So you are the one they call Oakenshield. Tell me, why is Azog the Defiler hunting you?" he asked Thorin. He had heard of the pale Orc's involvement from the Goblin and Warg, but he did not yet know all of the details of his old battle against the Dwarves at Moria, and that Thorin Oakenshield had been the one to take Azog's arm.

"You know of Azog?" asked Thorin. "How?"

"My people were the first to live in the Mountains, before the Orcs came down from the North," said Beorn. "The Defiler killed most of my family, but some he enslaved. Not for work you understand... but for sport. Caging skin-changers and torturing them seemed to amuse him."

"There are others like you?" asked Hannah, wincing sympathetically at the thought of all the suffering Beorn's clan must have been forced to endure. It reminded her of the horror stories she had heard from her cousins about the people who were captured and stripped of their rights and belongings, and expelled from their homeland by the Nazis; or were pushed into Judenhäuser to perform compulsory forced labor, or taken to ghettos. There were even rumors of plans to build killing centers.

"Once there were many," answered Beorn, looking down. "Now there is only one."

"What did you do with the Goblin and the Warg?" asked Bilbo suddenly in an attempt to shift the subject away onto something less painful for their host.

"Come and see!" said Beorn, and they followed round the house. A goblin's head was stuck outside the gate and a warg-skin was nailed to a tree just beyond. Beorn was a fierce enemy. But now he was their friend, and Gandalf thought it wise to tell him their whole story and the reason for their journey, so that they could get the most help he could offer. Beorn did not like Dwarves. He thought them greedy, and blind; blind to the lives of those they deemed lesser than their own. But he thought better of Thorin's company for their part in killing the Great Goblin, for he hated Orcs and Goblins far more and above all else.

This is what he promised to do for them. He would provide ponies for each of them, and a horse for Gandalf, for their journey to the forest and he would lade them with food to last them for weeks with care, and packed so as to be as easy as possible to carry—nuts, flour, sealed jars of dried fruits, and red earthenware pots of honey, and twice-baked cakes that would keep good a long time, and on a little of which they could march far. The making of these was one of his secrets; but honey was in them, as in most of his foods, and they were good to eat, though they made one thirsty. Water, he said, they would not need to carry this side of the forest, for there were streams and springs along the road. "But your way through Mirkwood is dark, dangerous and difficult," he said. "Water is not easy to find there, nor food. The time is not yet come for nuts (though it may be past and gone indeed before you reach get to the other side), and nuts are about all that grows there fit for food; in there the wild things are dark, queer, and savage. I will provide you with skins for carrying water, and I will give you some bows and arrows. But I doubt very much whether anything you find in Mirkwood will be wholesome to eat or to drink. There is one stream there, I know, black and strong which crosses the path. That you should neither drink of, nor bathe in; for I have heard that it carries enchantment and a great drowsiness and forgetfulness. And in the dim shadows of that place I don't think you will shoot anything, wholesome or unwholesome, without straying from the path. That you MUST NOT do, for any reason.

"That is all the advice I can give you. Beyond the edge of the forest I cannot help you much; you must depend on your luck and your courage and the food I send with you. At the gate of the forest I must ask you to send back my horse and my ponies. But I wish you all speed, and my house is open to you, if ever you come back this way again."

They thanked him, of course, with many bows and sweepings of their hoods and with many an "at your service, oh master of the wide wooden halls!" But their spirits sank at his grave words, and they all felt that the adventure was far more dangerous than they had thought, while all the time, even if they passed all the perils of the road, the dragon was waiting at the end.

All that morning they were busy with preparations. Soon after midday they ate with Beorn for the last time, and after the meal they mounted the steeds he was lending them, and bidding him many farewells they rode off through his gate at a good pace.

As soon as they left his high hedges at the east of his fenced lands they turned north and then bore to the northwest. By his advice they were no longer making for the main forest-road to the south of his land. Had they followed the pass, their path would have led them down the stream from the mountains that joined the great river miles south of the Carrock. At that point there was a deep ford which they might have passed, if they still had their ponies, and beyond that a track led to the skirts of the wood and to the entrance of the old forest road. But Beorn had warned them that that way was now often used by the goblins, while the forest-road itself, he had heard, was overgrown and disused at the eastern end and led to impassable marshes where the paths had long been lost. Its eastern opening had also always been far to the south of the Lonely Mountain, and would have left them still with a long and difficult northward march when they got to the other side. North of the Carrock the edge of Mirkwood drew closer to the borders of the Great River, and though there here the mountains too drew down nearer, Beorn advised them to take this way; for at a place a few days' ride due north of the Carrock was the gate of a little known pathway through Mirkwood that led almost straight towards the Lonely Mountain.

"The Goblins and Orcs," Beorn had said, "will not dare to cross the Great River for a hundred miles north of the Carrock nor to come near my house—it is well protected at night!—but I should ride fast; for if they make their raid soon they will cross the river to the south and scour all the edge of the forest so as to cut you off, and Wargs run swifter than ponies. Still you are safer going north, even though you seem to be going back nearer to their strongholds; for that is what they will least expect, and they will have the longer ride to catch you. Be off now as quick as you may!"

That is why they were now riding in silence, galloping wherever the ground was grassy and smooth, with the mountains dark on their left, and in the distance the line of the river with its trees drawing ever closer. The sun had only just turned west when they started, and till evening it lay golden on the land about them. It was difficult to think of pursuing goblins and orcs behind, and when they had put many miles between them and Beorn's house they began to talk and sing again and to forget the dark forest-path that lay in front. But in the evening when dusk came on and the peaks of the mountains glowered against the sunset they made a camp and set a guard, and most of them slept uneasily with dreams in which there came the howl of hunting Wargs and cries of orcs.

Still the next morning dawned bright and fair again. There was an autumn-like mist white upon the ground and the air was chill, but soon the sun rose red in the East and the mists vanished, and while the shadows were still long they were off again. So they rode now for two more days, and all the while they saw nothing save grass and flowers and birds and scattered trees, and occasionally small herds of red deer browsing or sitting at noon in the shade. Sometimes Bilbo saw the horns of the harts sticking up out of the long grass, and at first he thought they were the dead branches of trees. That third evening they were so eager to press on, for Beorn had said that they should reach the forest-gate early on the fourth day, and they rode still forward after dusk and into the night beneath the moon. As the light faded Bilbo thought he saw away to the right, or to the left, the shadowy form of a great bear prowling along in the same direction. But if he dared mention it to Gandalf, the wizard only said: "Hush! Take no notice!"

Next day they started before dawn, though their night had been short. As soon as it was light they could see the forest coming as it were to meet them, or waiting for them like a black and frowning wall before them. The land began to slope up and up, and it seemed to the hobbit that a silence began to draw in upon them. Birds began to sing less. There were no more deer; not even rabbits were to be seen. By the afternoon they had reached the eaves of Mirkwood, and were resting almost beneath the great overhanging boughs of its outer trees. Their trunks were huge and gnarled, their branches twisted, their leaves were dark and long. Ivy grew on them and trailed to the ground.

"Well, here is Mirkwood!" said Gandalf. "The greatest of the forests of the Northern world. I hope you like the look of it."

"This forest feels... sick," said Hannah, gazing into the deep and twisting shadows before them warily. It was not the dark that made her uneasy, but rather the heavy and ominous feeling she could feel permeating the air round it.

"Yes, as if a disease lies upon it," Bilbo felt inclined to agree. It had an unwholesome look to it.