It was dark out. The bear had retreated back into the forest. The dwarves and the hobbit's were safe for the time being; from Azog and his pack. The dwarves had found spots throughout the Skin-Changers home to sleep for the night. Freya laid on the ground beside Bilbo, facing towards the window.

The woman starred out the window, looking at the stars and the moon that was slowly being consumed by dark clouds. She listened to the constant snores coming from the dwarves, but that wasn't the problem that was keeping her awake. She was scared that if she closed her eyes for even just a second, she would relive her worst nightmare.

Her eyes were weighing heavy and she couldn't force them to stay open any longer and she drifted to sleep. It was later in the night, the young woman let out a low scream as she bolted awake. Freya was panting, she could feel the sweat on her forehead. She wiped her forehead with the back of her arm. She glanced around and saw her cousin and the others were still fast asleep.

The hobbit got up from the ground and quietly went over to the back door. She was scratching at her wound, tracing along the cut with her finger over her eye onto her forehead, when she felt a hand gentle grab hers and removed it from her forehead. She looked beside her to see it was the prince. He let go of her hand, it was so tiny compared to his big hand and he looked at her.

" Your going to make it worse, if you keep scratching at it." Thorin insisted.

On this journey, Freya had noticed that the dwarf prince had a hard time showing his sensitive side, even though he was trying to when it came to the young hobbit woman. He had come to realize that he had been way to hard on the cousins when they joined his company but they stuck by him, despite his rudeness to both of them, but both of them had shown courage and strength and he was happy to have both of them on this quest.

" I know, it's just been hard to get used to." Freya admitted. Thorin turned his gaze to the moon that was hidden behind a cloud as he exhaled deeply.

" You had another nightmare."

She turned to her left and looked at him. He turned away from the window to look at her again. " You've been having them a lot these past few weeks."

The hobbit still didn't say anything. She was a little shocked the prince would even be showing concerns for her sleeping behaviour. Freya didn't know what to say, other then everything he was saying was true.

" It doesn't matter. It's just a dream." Freya stated in an offensive tone. She didn't want Thorin to think she was weak. He caught the anger in her voice. He wondered if something more then just the nightmares she was having every night and hearing her scream was bothering her.

" Do you want to talk about it? What is it in your dreams that has got you so terrified?" Thorin asked her. She bit down on her lip. Did she really want to tell him. She swallowed and looked out the window across to the woods.

" I keep reliving the moment when I'm cornered by those wargs and then that White warg...." She explained with a hint of fear in her voice as her eyes fell to the ground. She wouldn't be here right now, if the wizard hadn't brought her back to life. The thought she had scared her; that something like this would happen again and she may not come back from it like she did. She didn't want to die and she knew what she signed up for when She and her cousin ran out their doors after the dwarves that day.

Thorin stepped closer to her, and placed a hand on the woman's shoulder. He could hear a voice in his head reminding him of the promise he made himself. " Freya, I promise that Azog and his White Warg will never hurt you again. I wont allow it." She looked him in the eyes, he was being serious and she found some comfort in that. The light of the moon shined down through the window.

It was then that Thorin now noticed just how bad her wound across the face really was and he was filled with guilt once again that he didn't do anything to stop it, but he wasn't going to make that mistake again. She could feel his stare on her cut and she looked away.

" Freya, try and get some rest. Were safe here. Things will look better in the morning." Thorin promised her. She nodded. " Come on, I'll walk you over to your spot." He said as he placed a hand on her back to guide her through the dark area. She looked around and found her cousin curled up sleeping. Thorin was behind her removing his coat. She laid down on the hay ad placed her head down on a piece of clothing she had found around the Skin-Changers home.

The woman thought Thorin had gone back to his resting spot when she felt something cover the top of her. " Wont you get cold?" She asked him.

" I'll be fine. Just get some sleep; you need it." Thorin told her. He started walking away back to his spot.

" Thank you." Freya said. He turned and looked at her half smiling. She placed her arm underneath her head and closed her eyes.

Its morning. The dwarves were waking up, wondering how they were going to approach their host that now laid just outside the backdoor in his human form. Freya had a better rest last night after her and Thorin talked, when she thought about it; it was probably the longest conversation they had ever had.

Freya was slowly walking over towards the backdoor. She could hear the dwarves bickering amongst themselves. " We should never have come here." Gloin grumbled.

" It was a mistake! I said this myself." Another dwarf added. Freya walked passed the animals. Everything in this home was big. She joined the others, finding a spot between Thorin and Kili.

" What's going on?" Freya asked looking at Thorin. Before he could say anything Nori pushed his way through the dwarves.

" Well, I say we should make a run for it. Slip out the back way."

" I'm not running from anyone, beast or no--" Dwalin pressed as he grabbed Nori by his clothing. They dwarves were once again arguing.

" There is no point in arguing." Gandalf interrupted, making them quiet. " We cannot pass, through the wilderland without Beorn's help." The dwarves eyed the wizard, thinking this was not such a good idea. They were dwarves after all and the Skin-Changer was not fond of their race. " We'll be hunted down before we ever get to the forest." The wizard added, making them rethink.

" Bilbo. There you are." Bilbo had snuck in beside his cousin. Wondering what was going on and what he missed. " Now, this will require some delicate handling." The wizard explained as he shifted through the dwarves. " We must tread very carefully. The last person to have startled him was torn to shreds." He added. The dwarves and the two hobbits shared a startled look.

The young woman was deep in thought, that when she heard the thud outside she jumped, breaking her from her sudden image she had in head. " I will go first and-- Bilbo, Freya? You two come with me." The cousins looked at each other and then back at wizard. Freya glanced up at Thorin, wondering if this was a good idea. He nodded to her to go, that the wizard knew what he was doing.

Fili had to nudge them both to go and they slowly walked over to the wizard. " I-is this a good idea?" Bilbo asked worriedly.

" Yes."

The dwarves murmured, as the two hobbits joined the wizard, they didn't understand why he needed them to come with him. " Now, the rest of you, you just wait here. And don't come out until I give the signal." The wizard ordered.

" Right. Wait for the signal." Bofur agreed, who was perched on the windowsill watching the Skin-Changer.

" And no sudden moves or loud noises and don't overcrowd him. And only come out in pairs." Gandalf stressed to the dwarves.

" Right." They all murmured shaking their heads that they understood what the wizard had just said to them. The wizard and the two hobbit's were just about to leave when he thought of something else and quickly turned around.

" No, actually, Bombur. You count as two so you should come out alone." Bombur was munching on a carrot when the wizard said this and he suddenly didn't feel all that hungry when he heard this. " Remember: wait for the signal." He reminded them.

" The signal. Right." The company murmured as the wizard and cousins went out the back door to make themselves known to their host.

" What signal would that be?" Bofur asked, realizing the wizard never told them what the signal was. But the three of them had already gone outside. Freya's eyes widen as she laid eyes on the Skin-Changers true form. He was very tall, with thick black hair and beard. His shoulders were broad and very muscular. She looked up nervously at the wizard as they continued to slowly approach the man.

The man continued to swing with all his might, slamming his axe into the wood; splitting the log perfectly in half. The wizard was hesitant to continue as he ran his hand through his long grey hair to gather his thoughts.

" You're nervous." Bilbo pointed out. The wizard looked down at them both, when another thud from Beorn's axe slicing through another log caused him to snap back in his direction.

" Nervous? What nonsense." Gandalf grumbled as he looked at the two Halflings and then continued on his way. " Good morning!" Freya and Bilbo watched the man swing his axe again and hid behind Gandalf's form. " Good morning!" Gandalf said louder. The man tensed up, resting the blade of his axe on the log with his back still turned to them.

" Who are you?" Beorn snarled.

" I'm Gandalf. Gandalf the Grey." The wizard introduced, saying his full title as he gave a slight bow to the giant man. Beorn whipped around with his axe gripped tightly in his hands glaring at the wizard.

" Never heard of him."

Gandalf looked up at the man, slightly offended by this, making him lost for words. " I'm a Wizard. Perhaps you've heard of my colleague, Radagast the Brown. He resides in the southern borders of Mirkwood." Gandalf informed, in a shaky voice.

" What do you want?" The Skin-Changer demanded not changing his tone in his voice.

" Well, simply to thank you for your hospitality. You may have noticed that we took refuge in your lodgings here last night. " The wizard explained as he moved over, revealing the two Halflings that were behind him. Beorn's eyes darted right at the two hobbit's.

"Who are they?" He snapped.

" Oh, well, this would be Mr. Baggins and his little cousin, Miss. Freya Brandybuck. There both from the Shire." Gandalf explained as encouraged them to step forward beside him. Beorn face filled with hatred as he lifted his axe in the air.

" Their not dwarves. are they?" Beorn questioned, making it clear how much he hated dwarves.

" Why, no. No. There Hobbit's. Both good families and unimpeachable reputation." Gandalf assured the man. The Skin-Changer relaxed a little.

" Two Halflings and a Wizard. How come you're here?"

" Oh, well, the fact is that we've had a bad time of it. From goblins in the mountains." Gandalf explained only to be cut off by Beorn.

" What did you go near goblins for? Stupid thing to do!" Beorn pointed out, getting a little flustered with this wizard. While Bilbo and Freya remained silent. Letting the wizard handle all the talking.

" You are absolutely right." The wizard stated, couldn't agree more. They had done a lot of things lately the Skin-Changer would think were stupid. Beorn's head snapped in the direction of his home. He heard movement coming from the doorway. The wizard and the two hobbit's whirled around to see Dwalin and Balin come out.

Beorn, tightened his grip on his axe once again. Infuriated to see two dwarves come out of his home. " Dwalin and Balin." Dwalin announced as the older dwarf joined his brother with a big grin on his face.

" And I must confess that several of our group are, in fact, dwarves. " Gandalf pointed out.

" Do you call two "Several"?" Beorn muttered.

" Well, now you put it that way. No. Yes, there could be more than two." Gandalf stuttered. Suddenly two more came out of the house. " And here are some more of our happy troop." The wizard added as he let out a nervous chuckle.

" And do you call six a "troop"?" Beorn snapped, growing impatient as more dwarves revealed themselves. " What are you, a traveling circus?" Gandalf continued to chuckle as the hobbit's looked nervous, wondering what the man would do when he found out their was thirteen of them.

" Dori and Ori at your service." Dori stated nervously as he pushed his brother down the steps and bowed.

" I don't want you service." Beorn growled.

" Absolutely understandable." Gandalf cut in as two more dwarves came out. " Oh, Fili and Kili. I'd quite forgotten. Yes." Gandalf stated as Beorn only grew more annoyed. " Yes, and Nori, Bofur, Bifur, and Bombur." The wizard added as Freya and Bilbo gave nervous grins at the Skin-Changer.

" Is that it?" Beorn questioned as silence filled the air. " Are there any more?" Just then Thorin walked out. The Skin-Changer looked at him in recognition.