crouched behind stone boulders, just the size for a hobbit or a fairy to hide behind. He skimmed the ridgelines attentively, keeping low as Azog and his orc pack was too close for his liking but they had yet to be spotted. Arethusa bit her bottom lip as her friend came barreling back down the stone path. "How close is the pack?" Dwalin had asked the question the entire company was eager to know the answer to.

"Too close. A couple of leagues, no more, but that is not the worst of it." The hobbit was breathless, his words came out near jumbled from panic and excitement.

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

"Not yet, but they will. We have another problem." Arethusa's hand rested on the hilt of her blade, something in the air unnerved her.

"Did they see you? They saw you!" A look of panic crossed over the dwarves faces at Gandalf's claim.

Bilbo shook his head. "No, that's not it."

The gray wizard smiled and turned back to the dwarves and fairy, a smile on his wrinkled lips and a titter in his voice. "What did I tell you? Quiet as a mouse. Excellent burglar material." The dwarves chuckled in appreciation.

Arethusa crept off to the nook where Bilbo had been looking. Orcs and wargs alike could still be seen, the beasts would turn their noses to the air and inhale. Her friend had been right, it would not take long at all for their scent to be picked up.

"Will you listen-," the hobbit was exasperated beyond words, the fairy was quickly becoming the same way. "Will you just listen? I'm trying to tell you there is something else out there."

Gandalf's attention had been reclaimed alas. "What form did it take? Like a bear?"

"Ye..." Arethusa's attention had been caught at the mention of the bear. Few bears were left in Middle Earth and she knew this area, it was no normal bear that the hobbit had seen. Bilbo looked up a Gandalf curiously. "Y- yes. But bigger, much bigger." A look of panic crossed the company's faces, all except the wizard, of course, he never seemed to show panic over anything.

The fairy tugged on the wizard's grey robes to draw his attention to her but before she could speak Bofur did, "You knew about this beast?" he accused and regardless Arethusa and Gandalf walked naught even a full five feet away but despite their silent conversation the voices of the grumbling dwarves drowned at anything she could have said. "I say we double back."

Thorin shook his head, "And be run down by a pack of Orcs?" Even she had to admit that facing a bear sounded like a much better idea than being chased down by Orcs. It was then Gandalf understood Arethusa's gaze and what she had been attempting to say. The wizard stepped away from the company, his eyes trained on the horizon. "There is a house, it's not far from here, where we might take refuge."

"Whose house? Are they friend or foe?" Arethusa knew the skin-changer's mannerisms, depending on the behavior of the company he could be either.

Gandalf looked down at the dwarf king, "Neither. He will help us, or he will kill us." But he is my friend, she dared not make mention of her knowledge of the skin-changer at the moment, especially knowing his opposition to dwarf-kind.

"What choice do we have?" Thorin gritted out, his eyes burning with unspoken rage.

Before a response could be uttered Arethusa was pushing at Dori and Fili, "Run!" but not a single dwarf budged until the growl permeated the peaceful stillness of the night. The great black bear was chasing after them, she half wondered if Beorn could tell that it was her. Through the trees Arethusa could make the quick moving white warg with the Pale Orc astride it, she ran faster as howls and roars filled the air. Dawn was breaking and the pursuit had not faltered. The steep incline and forest faded into an open plain and braided stream. In the distance was a house, surrounded by hedges that had overtaken a tall fence.

It had been ages since she had visited the skin-changer. In her daze, she did not even see Bombur run past the entire company until they had reached the house and he had thrown himself at the latched door in an attempt to open it. She knew the skin-changer and she knew well enough not to try and reason with him whilst he charging towards them in the form of a bear, but some crazed part of her mind told her that perhaps, just maybe he would recognize her.

She stood at Gandalf's side while the rest of the company thudded against the door, the massive figure had almost reached them when Thorin grabbed hold of Arethusa's tunic and pulled her towards the closed door. He freed up the latch and all thirteen dwarves, a hobbit, a fairy, and a wizard pushed through the opening and fell forward. With great heaves of exertion, the dwarves pushed the door back shut, when Arethusa turned to Bilbo she frowned, seeing that he had withdrawn his short blade. "Put that away Bilbo Baggins, you shan't need it here." He looked as if he had been scolded by his mother but agreed and slipped the sword back into its sheath.

She turned back to the company to see Dori pulling Ori away from the door and hear Gandalf's exasperated statement. "Don't be a fool; he's under no enchantment but his own. Alright now, get some sleep, all of you. You'll be safe here tonight." The fairy looked over to Gandalf, her brows raised. You hope, he heard her this time and nodded, he was just as wary of their safety as she. Arethusa settled against a pillar in the great hall within the house, partly so she could hear when Beorn arrived, partly to know if she would be needed to protect the company.

Snores filled the house, it was a wonder that anyone could find sleep, but even Thorin was resting. Hoping to find some sort of reprieve from the events that occurred the fairy climbed up into the hayloft, there it was peaceful and quiet, it gave her a place to reflect. She pulled out the broken brooch from within her sabretache and held it within her palm. The light that seeped in through cracks in the walls and roof illuminated the diamonds in a way that they seemed to glow. She found it strange how such little things could bring everything rushing back like a tidal wave, and now she feared she would drown.

If she closed her eyes she could still see her home. The white sails of merchant ships, the shining armor of foot soldiers, and the way the mountains kissed the sky. If she focused, truly focused her mind, she could see her mother still. Fair, with hair like spun gold and amber eyes to match. She remembered being carried on her mother's hip as a child until that dreadful day. Men had come to the mountain which her kind guarded to pay homage but the lust for such a delicate creature consumed their decency and will. A sweet smile and kind voice; that is how she remembered her mother.

"Will you tell me a story, amal?" Arethusa had always loved stories, the tales of old, those of dark and light. From the first age and beyond, her mother had been there and had seen things that men could not even hope to see.

The small fairy had crawled into her mother's lap, "Of course, my little nardi. I think I shall tell you of Lúthien and Beren." Violet eyes were wide with the excitement of hearing a new tale. Rhyannon stroked back her daughter's hair despite knowing of the impending doom, but she had seen her daughter's future and knew that the key of many great deeds lay within her heart.

"What is this one about?" She looked up at her mother in awe, many times the young fairy had questioned why she was so different from her family. Her hair had been near gray since birth and her eyes unsettled most who looked upon her. Rhyannon frowned, sensing the thoughts that plagued her daughter but began to braid her hair.

"It is the story of an elf maiden from Doriath and a mortal who had fallen in love." Arethusa looked up, waiting expectantly for the tale to begin. She smiled when her mother draped her own silver necklace over her head. The shining gem was nearly enough to distract her from the story, in the dim light of one of the rooms of the high citadel it shone with a white and pure gleam. "...Long was the way that fate them bore, o'er stony mountains cold and gray, through halls of iron and darkling door, and woods of nightshade morrowless. The Sundering Seas between them lay, and yet at last, they met once more, and long ago they passed away in the forest singing sorrowless."

Rhyannon smiled down at her daughter's wide eyes when she spoke the last verse of the song. "So they lived again?" Her young mind could not think to understand how the dead could be resurrected, even with the high magic of elves.

Her mother nodded, "Yes, Mandos heard the cry of Lúthien and was touched. Beren was granted a second life, and she chose a mortal life with him." Arethusa looked up at her mother, she did smile in the moment. Her eyes were almost filled with grief; as if she knew something the young fairy did not.

"And what of our kind, amal? Can we love and live again?" Arethusa's mother smiled at her daughter's natural curiosity and innocence.

"Yes and no, be wary of whom you give your heart to, little nardi. Fairies fade with a broken heart." Rhyannon moved Arethusa from her lap and placed her in the center of the small bed, drawing the covers up to her chin. The tender touch of her mother's lips met her forehead, the brilliant silver necklace still rested around her neck, much too big. "Make no promise unless you can keep them, remain hidden little one. There is only safety in anonymity." She nodded and took the words to heart, not realizing that it would be the last story her mother told her.

Her mother had taken her oath to protect the mountain, never to leave it, so when she had been captured and taken back to Nindamos, the House of the First Elves saw her as an oath breaker. Arethusa had watched with one of her older brothers as their mother faded into star dust. All that had been left was her necklace and brooch. She had led her father to believe the necklace had been taken but in truth she had worn it, she had worn up until the day Númenórë had been swallowed by the sea when rumors from sailors had spoken of a white gem more valuable than anything in all the lands. She had almost thrown it into the sea.

Arethusa dumped the contents of her satchel and withdrew one of her throwing daggers, she sawed at the interior lining of the bag until a small voice stopped her. "What are you doing?" She startled, looking at Bilbo with wide eyes, unaware that he had been awakened by her soft sobs.

"You should go back to sleep, Bilbo." Her eyes lowered back to the knife and bag within her hands, her voice was only above a whimper.

The hobbit crawled off the ladder and completely into the hayloft, a look crossed over his face, "Yes, as should you, but why are crying?" Had he the courage he may have taken the last fairy into his arms, but the thought of embracing her now seemed foreign.

Arethusa looked to the side, Bilbo had only even seen her when she was happy. He had never witnessed her rage or sadness, she was a different person entirely. It pained him to see her in this leaden mood. "I was remembering, my home, and my mother. Having her brooch returned to me meant more than any of them will ever know." The hobbit picked up the two halves of the brooch and pieced the pin back together within his palm, thoughtfully, ordinary smithies could have never fixed the piece, but the skill of the dwarves at a forge was unrivaled, or so he had heard from stories.

"So what's the meaning of...?" Bilbo motioned to contents of her bag that had been dumped into a heap. When she glanced down her fingers had been cut by carelessness and now bled, but in her hand was a silver necklace with a gem that shone so brightly it looked to be a star, the purest form of light.

She extended her hand out to the hobbit, but he dared not touch the white gem. "It's one of the Silmarilli, the stone, Fëanor crafted three gems from the Two Trees of Valinor. The other two were lost after Melkor's theft, one into fire, the other into air." Her friend looked on transfixed, the stone in her hand had corrupted the hearts of many men and elves before it came into the possession of her mother. Bilbo glanced up at Arethusa, there was a crazed glint in her eye. He truly knew little about the fairy, just as he had learned in Rivendell. "My mother has blood relation with Melkor, she had ties with all things evil yet it never corrupted her."

She was mindlessly wrapping her hand with the last strip of cloth left from her cloak. That was when she saw Bilbo fiddling with something in his vest pocket, only Arethusa already knew what it was. "I can feel the power of something truly dark, my dear friend, and it stems from your pocket." The hobbit's eyes widened and he looked as if he were going to deny her accusation but instead he sighed and pulled out the golden ring.

As soon as her hand neared the Ring she felt the suffocating pain return and the call of a power almost to terrible and great to refuse. The golden finish came alight with a script the color of fire. "Ash nazg durbatulûk, ash nazg gimbatul, ash nazg thrakatulûk agh burzum-ishi krimpatul." She spoke the words without a second thought, the wizard was awakened from his sleep at hearing the utterance of Black Speech and he listened carefully to what the fairy and hobbit were discussing, he had always had his suspicions though never were they voiced.

"What does it mean?" Bilbo's penchant for curiosity always was able to get the better of him.

Arethusa reached out, folding Bilbo's hand back over the ring, the proximity made every part of her being ache, she felt like she was suffocating again. "Dark things are brewing, Bilbo, do not use this unless you must. It is best its powers are not reawakened." The tone and foreboding message ensured that the hobbit did not question her about the ring again.

"Arthie, don't worry. You're good, kind, caring, you are light, not dark or evil. You have a star to prove it." Bilbo almost smiled but Arethusa had turned her head, her eyes lingered on Thorin, who slept propped up against one of the wooden columns within the house. "You know him don't you? The bear?"

She nodded, "Yes, I have known Beorn for many years." He could see she wished to be left alone, bidding her a good rest, Bilbo descended the ladder and returned to the small pile of straw he had been laying on. Arethusa gathered the contents that she had dumped out and stuffed the herbs and trinkets back into the satchel, only this time, she draped the long silver chain of her mother's necklace over her head and tucked the gleaming white gem into her tunic.

When Arethusa awoke, it was due to the heavy warmth that had engulfed her. She nuzzled into the fur and coarse fabric, inhaling the sweet scent that was from its wearer. Feigning to be asleep, she watched as Thorin climbed back down the ladder and returned to his position against the supporting beam. The morning light reached the fairy before the dwarves, the knock of metal on wood caused her to nearly fall from the hayloft in excitement and scurry outside, Thorin's surcoat dragged behind her.

The great man lifted his ax, swinging it down on a short log that stood on a wide stump. "Beorn!" She came near to startling him, but when his head snapped in her direction he placed his ax to the side and knelt, but still he towered over her. Arethusa nearly always hated when she was belittled for her size, yet something about the gentle giant made her want to stay with him on the homestead for the rest of her days.

"Hello, little faye." His scraggly beard tickled her neck when he picked her up with only a single arm. "Something that belongs to you arrived just two days ago. Would you like to see?" Arethusa nodded but laughed like a child when Beorn perched her on one of her shoulders while he walked to the enclosed pasture at the stables. From the height she felt like she could see anything and everything to the east was Thranduil's hall and the west was the Carrock and Misty Mountains. He spoke a queer language that sounded like the Common Tongue and a whickering pony.

The brown and black spotted pony that came trotting out had a face she thought she would never look upon again. Beorn slipped Arethusa off his shoulder and placed her inside the fence. "Mazey!" The pony whinnied and stamped her hooves in excitement, her damp muzzle rubbed against the fairy's cheek affectionately. "Thank you for taking care of her, but I know where I am headed will be no place for a pony."

She was nudged in the shoulder my Mazey, who must have been protesting the thought of being separated again. "Where is that?" Beorn asked, sitting on a long wooden bench, arms crossed over his sweaty chest.

"The Greenwood, then Esgaroth." She had passed on that journey many times since they had come to know each other. The forest of the Great Greenwood was home to herbs that she could only find there, and mushrooms that were excellent at quelling pains. It had been long years since Esgaroth had a decent Master, in recent years she would have to sneak into the town just to heal the children and elderly.

"Then I will look after her." Arethusa smiled and Beorn lifted her up onto his shoulder once more, moving towards the garden that lay behind where he had been chopping wood.

"Good morning!" Beorn and Arethusa did not notice the wizard and hobbit approaching, at first, their backs had been turned toward the patch of herbs that she had begun the last time she visited, they were all herbs and flowers meant for healing aside from the thick bush of rosemary. "Good morning!" Gandalf called again, the skin-changer turned, concealing the fairy behind him until she stepped out from behind his legs, but still he had reclaimed his ax. Bilbo had completely disappeared behind the wizard's robes.

"Who are you?" At times, she forgot how protective Beorn was, to an average man his presence would have been truly terrifying. He stood taller than Gandalf and taller than any elf.

The wizard did a small bow. "I'm Gandalf, Gandalf the Grey."

"Never heard of him." Arethusa had to hide her quiet chuckle, seeing the wizard flustered was something she had not ever had the privilege to see until now.

Gandalf was somewhat exasperated when he spoke again, "I'm a wizard! Perhaps you've heard of my colleague, Radagast the Brown. He resides in the southern borders of Mirkwood." The name must have sounded familiar because the skin-changer loosened his grip on the large ax.

"What do you want?" Beorn's temper could rival Thorin's in times when he has in a foul mood, luckily this morning, his mood and been considerably lifted at seeing the fairy after the previous night and run in with Orcs.