Radagast's friend, as it turned out, was an enormous Man by the name of Beorn.

An enormous Man who happened to, on occasion, change into a bear.

Radagast failed to mention this fact until after they'd found themselves chased by said bear and subsequently been forced to lock themselves in said bear's house to escape him.

"Wait," Bilba said, rounding on the wizard once they were all inside and their heart rates had resumed beating relatively normally, "are you saying we just locked him out of his OWN HOUSE? No wonder he was chasing us! I'm sure he's going to be just thrilled when he changes back!"

Radagast huffed and stammered but, before he could say anything, Thorin grabbed her arm and pulled her away.

"You enjoy irritating wizards don't you?"

"Of course not," Bilba shot at him, "they're naturally irritating on their own!" She glared at him, her ire redirected. "This is YOUR fault! I told you that you attract things that want to eat us! You should have let me stay on the other side of the bridge!"

Thorin glowered. "And let you get eaten by Azog?"

"I stabbed your boyfriend in the stomach!" Bilba reminded him, aggravated. "I don't think he's going to be eating anything any time soon!"

Near her Nori snorted and quickly covered his mouth while Dwalin suddenly found an important reason to look somewhere else.

Bilba glowered at the lot of them. Her budding headache had flared to life, a tight throbbing in both temples. She had already been tired. Running from their host and breaking into his house had just about finished her. Her entire body felt heavy and she wanted nothing more than to sink to the floor and sleep for a week.

Finding Fili in the crowd she sent him a pleading look. He moved to her side immediately and she wrapped her arms around one of his arms and buried her face in his shoulder.

"Fili," she murmured, "I'm tired and the wizard and your uncle won't stop trying to kill us."

"How am I trying to kill us?" Thorin's voice muttered from behind her.

"Silence!" Bilba snapped. She sagged, forcing Fili to wrap an arm around her waist to support her.

"I'm going to go to sleep now," she said. "Can you make sure the reckless idiots don't get us all eaten before I wake up?"

She could feel Fili's chest shaking from barely suppressed laughter.

"I give you my word," he said, his voice properly grave. "As an heir to the line of Durin."

Bilba patted his chest in thanks and pushed herself upright. All Fili really needed to do was give Thorin something to brood about; it'd keep him occupied for hours.

It was possible she said that out loud judging by the sudden group coughing fit, and Thorin's annoyed muttering, but she didn't care. She'd spotted a very nice bed of straw a few feet away and she headed toward it, stopping only long enough to single out Balin and a few of the other, more injured dwarves.

"You lot," she ordered, "sleep also."

She waved vaguely at the floor and then happily collapsed on the straw.

Sleep took her before she'd fully lain down.

The dream started immediately after.

She stood in the midst of a great battle. Around her people of all races were locked in a titanic struggle against a seeming endless horde of goblins and orcs. Screams of pain rippled through the air and the smell of blood and steel stung her nostrils.

She tried to move but every step she took was blocked by the corpses of the fallen. Mountains of them stretched out in every direction.

The ring of steel meeting steel caught her attention and she turned to see two figures locked in battle with the horde. They fought back to back, their forms slim and lithe, moving with the grace and agility that can only come from youth. Long, dark hair swirled about their shoulders as they moved but she could not see their faces no matter how hard she tried.

They fought as though they were one person, each one backing up the other without conscious thought, moving into one another's weak spots and bolstering each other's strengths.

Recognition pricked at her. She felt as though she knew them, like she'd seen them before.

Had she?

A roar, louder than thunder, split the air without warning.

Bilba clapped her hands over her ears as they threatened to burst. The sound seemed to come from everywhere, vibrating up from under her feet, boiling through the air.

The sound stopped.

So did the fighting.

As one everyone went still, weapons at their sides, faces turned to the east.

Even the air seemed to have paused, as if the earth itself had drawn in a breath and waited to release it.

A new noise began. It sounded like rushing wind but the air was still.

In the east a black shape appeared.

The noise grew louder and the shape grew larger.

It finally registered in her mind just what she was looking at.

She knew, obviously, what lay at the end of their quest. She knew it academically but the reality was something else entirely.

Smaug was the embodiment of every nightmare, every thing that lurked in the dark, every nameless fear and unseen specter.

His body twisted through the air, so large she was sure it would block out the sun if he flew across it. His wings were creating the noise she heard, like that of an oncoming storm. Light glinted off his scales, burnished like armor.

His mouth opened, revealing teeth larger than she was.

An orange glow began to build deep in his throat.

His chest lit up as well, as though molten lava ran through his veins.

No one on the battlefield moved.

Death approached and there was no running from it.

A strange peace stole over her and she felt her body relax.

There was nothing to be done.

Fire erupted from Smaug's mouth, a great wave pouring over the field. It destroyed everything in its wake, orc, man, dwarf and elf.

Her eyes went to the two she'd witnessed earlier and she was startled to see they were the only ones not watching the east.

Instead they were looking to her.

Behind them the raging fire moved closer. She saw their hair lifted in the wind, driven before it, flames silhouetting their bodies.

No.

"NO!"

She screamed and suddenly was running, scrambling over the dead and living alike in her attempts to reach them.

She had no idea who they were but she could not, WOULD NOT let them die.

Neither of them reacted to her, or the inferno behind them. They stood tall, strong, and together.

She stumbled over a body and fell forward, slamming into the ground.

She pushed to her knees, lifted her head and found herself staring into the eyes of the two, both of whom were now kneeling before her.

They reached out and grabbed her arms, pulling her forward. For a split second she saw their faces clearly and felt her eyes widen in shock.

Then they pulled her close and wrapped their arms around her.

She hugged them back desperately, fingers tangling in their hair and looked past them to watch death swell toward them.

Light and heat washed over her.

In the split second before it arrived she felt lips at her ear, heard words quickly spoken.

Then liquid fire crested over them and death was all she saw.

Bilba sat straight up, tears streaming down her face and her breathing coming in choked sobs. Her heart raced in her chest and she reached up to twist her fingers in her shirt. She felt Thorin's ring under the fabric and gripped it until the edges bit into her fingers.

She lifted a trembling hand and brushed sweat-slicked hair off her forehead, struggling to bring herself back under control.

Already she was beginning to forget the dream and she allowed it to go, she didn't want to remember it. If she did it was unlikely she'd ever be able to bring herself to set foot inside the mountain.

Her mind went briefly to the two figures, their faces and words already lost to her. She wanted to hold onto them but already their images faded and it was with regret she was forced to let them go.

Her breathing and heart rate began to return to normal and she took note of her surroundings for the first time.

It was dark, even the few animals she remembered seeing when they'd come in were settled down asleep.

Surrounding her on all sides was the rest of the Company, equally sound asleep. Thorin was next to her, Fili and Kili on her other side.

Carefully she stood up and began to pick her way across, careful not to disturb them. Most of them were exhausted and so deeply asleep, however, she imagined falling flat on them probably wouldn't disturb them.

She reached the front of the house and opened the door, slipping out and closing it behind her. A brisk breeze washed over her and she sighed as it cooled the sweat coating her skin.

She stepped a few feet away and settled on a nearby bench, leaning back against the wall.

"What's the matter, little bunny? Are you hunted during both the day and night?"

Bilba jerked and clapped a hand over her mouth, barely managing to bite back a scream.

From out of the shadows an enormous figure approached. He appeared to be a Man, an enormous one, looming even taller than Gandalf. He wore a simple tunic and trousers and had long, dark hair tied back in a ponytail.

He dropped on the bench beside her, causing the entire thing to rattle violently.

"You are not a dwarf," he stated flatly.

She wasn't a bunny either but Bilba decided to let it go, given the circumstances. She stood and, as best she could, curtsied in front of him.

"Bilba Baggins of the Shire, at your service." She straightened. "And please allow me to offer my apologies for the whole locking you out of your house thing. Radagast couldn't be bothered to explain things to us beforehand."

Beorn studied her, his expression blank.

"Wizards have a tendency to do as they wish," he said finally. He cocked his head, appraising her. "Tell me, little bunny, why should I allow you to stay and not kill you all now?"

Bilba sighed. Turning around she flopped back on the bench, close enough to him to brush against his arm.

"I'm too tired to beg for my life," she said, "so all I'll say is, if you do kill us, do us all a favor and come up with something more creative than eating us." She looked up, counting in her head. "I've lost count of how many times something has tried to eat us, it's getting downright boring."

Beorn said nothing.

Bilba continued to look up, studying the fat moon that hung low in the sky. Stars, more than could ever be counted, spread out over her head, glittering like jewels set in onyx. They cast Beorn's yard in a silver glow, lighting the trees and bushes and glistening on the grass.

Bilba had been gone from the Shire for close to three months and this was the first time she'd felt a sense of peace anywhere close to what she'd felt every day there.

A sense of homesickness welled up inside her as she pictured Bag End, the marketplace, her neighbors, sitting by the Brandywine on a quiet afternoon with a good book in hand.

"You are not a dwarf," Beorn said again, his voice startling her. "Yet you travel with them. I have seen Hobbits before; you are not ones to leave your homes. Why, then, did you? Did you owe them a debt?"

Bilba smiled, not that he could see it in the dark. "No, I'd never even met them before they crashed a date I'd been planning."

"I imagine that went well," Beorn said, the slightest hint of amusement in his voice.

Bilba laughed. "Not as well as I'd hoped."

As Beorn seemed interested she launched into a telling of her journey, starting from that first knock on her door and ending at the bench she currently sat on. She glossed over the events of the cavern and tunnel, as it was her and Thorin's business and certainly not something she planned to share with ANYONE, much less a stranger.

When she finished she lapsed into silence, staring at her hands where they were twisted in her lap.

"You still haven't answered my question, bunny," Beorn said finally.

Bilba frowned. "What question was that?"

"Why?"

Bilba chewed on her lower lip, why HAD she gone with the dwarves in the end? Was it just to find what happened to her parents? Had it just been because she felt she owed Thorin? Certainly those were parts of it, she admitted.

Fili's face flashed through her mind, the affection and love she saw every time he looked at his little brother, the quiet humor with which he dealt with Thorin's brooding. She saw Kili, his easy smile and laughter, the quick wit and way he was willing to embarrass himself if it brought a smile to his brother or Thorin.

Thorin's quiet acceptance of the fate he had been assigned, his willingness to put his own life aside in the quest to return his people's home.

"Have you ever lost your home?" she asked quietly, her eyes fixed on the stars overhead. "Have you ever had it taken from you?"

"I have," Beorn said, his voice flat. "But I will get it back, someday."

Bilba sighed, watching the stars. "I can't imagine mine being taken from me."

"But that is not why you left with them," Beorn stated. "You left to find what happened to your family and then out of a debt you felt you owed." She felt him looking at her and turned to meet his eyes. They were wise and deep, seemeing to look straight through her. "But that is not what keeps you here now. Debts can be paid in other ways; there is no reason to continue to place yourself in such danger. So I ask you again, bunny, what keeps you?"

"Because I love them," Bilba said. "Because I can't stand the thought of possibly never seeing them again," she paused, "And because no one would help them. It isn't fair."

"Life is unfair, bunny," Beorn said, "but you know that already. Would you try to right every wrong?"

"Maybe I will," Bilba said, her voice strengthening, "maybe I've been sitting quietly for far too long. If I can help then I will." She met his eyes, mentally kicking herself as she realized what she had to say. "If I survive this quest, and if you wish it, I will return and help you reclaim your home as well, if I can."

Beorn, from what she could see in the moonlight, looked stunned. He leaned toward her, his eyes locked on hers and, again, she had the feeling he was seeing much deeper than anyone had the right to.

Then, without warning, he began to laugh.

"By the Valar, you're serious!" He settled back on the bench, his hands on his knees and laughed so loudly it was a wonder the entire Company didn't wake up and come rushing out. It was several long minutes before he calmed down. Bilba stayed quiet through it all.

Finally Beorn settled and, when he did, a look of almost sadness crossed his face. "You are a rare sort, little bunny," he stated. "I have seen your kind before. You wear your heart in the open and offer it freely to any who ask. Doing so will bring you great riches and equally great pain. Those who fail to protect their heart most often end up with it shattered."

"If offering my heart freely brought people like Thorin, Fili, Kili and the others into my life...if it gave me people like Priscilla and Seth... if it let me stand where I am right now..." She smiled, "if the cost of gaining all that is my heart, then let it be shattered."

"Are they truly worth that?" the shapeshifter asked. "Are they of such worth that you would give so much?"

"They are," Bilba said without hesitation.

"So be it," Beorn said. He stood, looming over her to the point his face was lost in the shadows under the eaves of the house. "I will accept your dwarves for as long as they need to stay. No harm shall come to you, on that I give you my word."

A great weight seemed to fall off Bilba's shoulders. She stood and curtsied once more. "Thank you, Beorn." She straightened again, her eyes looking up at him. "And I meant what I said. I will help you if you ask it of me."

He chuckled again. "Perhaps I shall take you up on that one day, little bunny. Perhaps."

With that he was gone, vanishing back into the night.

Bilba went back inside and took her place again next to Thorin and soon fell asleep.

This time, she had no dreams.

The next morning she woke up to the chattering of dwarves seated around the table as Beorn served them an enormous breakfast. He made no mention of their conversation the night before and she didn't bring it up.

After breakfast Radagast left, stating he had only been sent by Gandalf to check on them, not stay with them for the entire quest.

Bilba approached him as he readied a horse Beorn had loaned him.

"I am sorry for irritating you," she said. "I didn't do it on purpose, for the most part. I'm sure if you ask Gandalf he'll say I'm even worse than you probably think."

Radagast knelt before her, bringing himself to her eye level. "You are valued by more than you know, Bilba Baggins, and it was an honor to meet one who merits such favor. I hope we may meet again, under more pleasant circumstances."

Bilba smiled and nodded, slightly confused by his words. Knowing Gandalf as she did, however, she knew better than to try and ask a wizard for clarification. Instead she stepped back and waved as he rode away.

Then she turned on one foot and headed back inside.

* * *

They stayed at Beorn's for a month.

All of them were battered and exhausted in both body and mind. Balin's leg took quite a while to heal and, even after it did, he had to spend time working on it to get it back to its old strength.

Beorn didn't have any armor or weapons to give but was able to gather enough materials to allow Dori to create boots and some better clothing for Dwalin, himself, Nori and Ori. He also repaired the clothing they did have as best he could and even managed to come up with a few new items for Bilba so she didn't have to wear the same thing every day.

Bilba spent a lot of her time training with Fili and Dwalin, getting stronger and surer in her movements and style. When she wasn't doing that she spent time getting to know the others in the Company.

Beorn would also seek her out, seeming content to sit with her and talk about nothing for hours on end.

"Many go through the fire, little bunny, and come out the other side changed forever," he stated during one such conversation. "You have gone through and come out a warrior."