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It was during the hours of darkness as everyone was hushed because the orc pack was near and had been on the hunt from the instant the goblin king first sent out word back in the Misty Mountains. Much time had passed since being dropped at the carrock and you were feeling somewhat stronger. You were all kneeling behind some large rocks waiting on Bilbo's return. The others had sent him to go catch sight of how far off the orc pack was since he was the smallest and least likely to be sighted.

Bilbo hurried back and Thorin was eager to know how close the pack was. "Too close, only a couple of leagues but that's not the worst of it" he said trying to warn you all of something else out there but everyone wasn't listening. Bilbo got frustrated by everyone and demanded they listen. Gandalf seemed to have an idea of what Bilbo might be trying to describe. "What form did it take…like a bear?" he narrowed his eyes. Bilbo seemed surprised that he knew. Everyone spoke out trying to come up with the next plan of action as Gandalf mentioned there was a house we might be able to take refuge but everyone sensed there was a catch. He described the host as neither friend nor foe admitting he'd either help us or kill us which didn't sit well with Thorin.

Not having much else choice everyone had to take it as the only option since there were now two different threats making the woods a dangerous place. The next thing you knew you were all running from both the orc pack and a bear-like beast past the forest and through a meadow. Fili and Kili were the fastest runners being at the front and Fili made sure you were close behind which was quite tiring for you but you knew it was for your own protection. Hearing the bear charging up not far off Bombur's eyes widened starting to outrun all of you which caused a light nervous laugh out of you unable to control it.

The house now in sight Bombur ran up the lawn and ran straight into the door. Both Kili and Fili tried the same to knock the door down but it was too strong. In the midst of facing back to get a look at the beast you caught your foot and the ground came speeding towards you as you landed. Looking back again your insides petrified seeing the bear right behind you. Thinking quick you rolled out of the way just hardly dodging the beast before you scrambled to your feet.

Looking around Fili suddenly noticed your disappearance and glancing back to the field his eyes widened seeing you inches away from the bear as you bolted down the lawn.

Coming up from behind Thorin quickly unlocked the opening handle that seemed to slip everyone's attention as they all rushed in. Being the only one left all the dwarves were at the door yelling your name scared you might get killed. Fili stood directly in the doorway ensuring it wasn't closed without you. As you came racing to the entrance you ran straight into Fili's arms causing the two of you to fall against the floor with you on top. Kili and a couple others slammed the door on the beast's face which was actually quite terrifying seeing it so up-close. Dori yanked Ori away from the secured door commenting on the fact that none of this was natural. Bofur helped the two of you up as Fili glanced around the room making sure everyone was inside and lastly his eyes landed back on you and he sighed in relief.

Having finally reached a somewhat safe haven everyone felt a weight off their shoulders as they all caught their breath. Being crowded with questions Gandalf pushed to reveal everything he knew about Beorn.

~~

Later on having settled into the place everyone was just looking for a good nights rest before even trying to think of what to do next.

Kili found his own corner and began to set up for sleep and Fili went along with his brother although he kept casually glancing over to you wondering where you would set up for the night. You stood next to Bofur who began to set up near his cousin and brother. When Bofur glanced over at Fili noticing his eyes were on you he then looked back at you as well. "So you going over there or what?" he whispered with a smile. You froze at his words then lightly whacked his shoulder embarrassed not wanting anyone to hear cause you knew they'd all make fun. "Shh! No I am staying here!" you quickly whispered back. "Why not?" he asked in a teasing manner which was at full volume. "Because! And why must I always explain myself to you?! Bofur chuckled and bumped your shoulder playfully.

You were just about to start setting up your bed next to your best friend when you jolted feeling Bofur grab you by the arm and start pulling you over to Fili. As soon as you realized where he was headed you immediately tried to resist him but being way stronger than expected he easily dragged you.  Fili was distracted for the moment busy setting up his own bed when Kili nudged his shoulder to gain his brother's attention before gesturing over to you with a grin. When you saw the two brothers look over you went red as a tomato with embarrassment but luckily no one could tell since it was kind of dark.

"Fancy seeing you here!" Teased Kili and Fili quickly bumped his shoulder and shot him a dirty look to shut it. Kili coughed having the wind knocked out of him and he tried hard to contain his laughter. Fili slowly stood and approached you and Bofur who were standing there. He noted you were feeling really shy for the moment but didn't say anything. Bofur just snickered and patted you on the back before he walked off to his own spot completely abandoning you. You froze not knowing what to say and had Fili not been standing there you would have removed your shoe and thrown it at Bofur for doing that. You were quite embarrassed because you could already hear Dori, Nori, and Ori not-so-quietly snickering and cracking jokes about you and Fili.

Fili eyed you for a moment before he offered out his hand with an understanding look in his eyes. You slowly took it and a smile came to his face as he led you over to where he and Kili were set up. Kili had to face away and mind his own business to keep from chuckling. You glanced around still a little on-edge while you set up your bed next to Fili.

Though it was dark you were aware that everyone's eyes were on the two of you due to the sudden silence. Now that everyone had finally settled down you both lied down. You were on your back and he was on his side observing you. You felt an arm hook around your side as he carefully pulled you closer and brought the blanket over the two of you. When you slowly turned to face him his eyes lowered to your lips and the two of you leaned in and kissed warmly.

When the two of you finally pulled away you were blushing madly and there were whispers and chuckles around the room. As soon as it was silent again Kili chanted loudly "Oolala!" Suddenly you felt Fili let go of you to turn away for a moment and all anyone could hear in the dead of the night was Kili get a hard kick in the back followed by a loud holler. Even though it hurt it only made Kili want to cackle even harder forcing you to bite your lip because his laugh was pretty hilarious. You soon felt strong arms re-wrap around you causing butterflies in your stomach.

Dori, Nori, and Ori were sniggering across the room entertained by Kili. "Quiet.." said Thorin lowly in his deep voice and everyone fell completely quiet. Fili sighed tiredly and rested his head against your back too tired to deal with the goof-offs. Kili finally managed to get serious again until he accidentally made eye contact with Ori who as well was trying very hard to keep a stone face. Looking at each other instantly provoked them to crack up laughing louder than before followed by Dori and Nori. Even Bofur began to chuckle hilariously.

"SHUT UP!!" yelled Thorin highly annoyed since he just wanted some rest. After that no one dared to release a sound fearing they might further anger him.

~~

When morning approached Beorn had already restored to his human form as Gandalf had explained earlier he was a skin-changer. Bilbo assumed Gandalf had cleared things over with him earlier in the morning since he had disappeared at dawn to go speak with the unusual man. Now Bilbo sat in awe quietly watching as Beorn prepared a meal in the kitchen keeping to himself. Gandalf must have let him in after he explained everything to our host. Bilbo couldn't wrap his head around the fact that this enormous man was also a flesh shredding beast.

As you awoke you were unable to move at all because Fili's arms were even tighter around you than before. He was still asleep and had his forehead pressed against the back of your shoulder. Kili was still sitting in the same position from last night but his head was hanging to one side while snoring like an Oger earning a giggle out of you.

You were in slight discomfort though because you were restricted from moving and you didn't want to wake Fili. Bilbo happened to notice you and he wandered over with a smile on his face. "Morning!" He said standing in front of you hands behind his back. "Morning" you repeated quietly. "Say..Bilbo...I can't move.." you pointed out trying to get him to register the situation you were fixed in.

He paused and looked you over now that you mentioned it you did seem a bit stuck. "Ah! I see. Well..Um..I.." He stuttered trying to think of a way to help you out. "Can you move an arm?" You slowly struggled then looked up shaking your head. "Hmm..Let's see" He then spotted Bofur. "Bofur, come here" he called as Bofur came along and with one look he chuckled not needing an explanation.

"Looks like you're in a bit of a stick" he commented. Bilbo frowned not finding him very helpful. "Well maybe we can pry his arms off ya'" suggested Bofur and Bilbo thought why not give it a shot. The two carefully stepped over and slowly tried to pull his arms off and to their amazement he was practically glued to you and they pulled even harder but instead of his arms loosening they tightened more causing a funny expression out of you feeling your bruises get squeezed in the process.

"Oh dear! We made it even worse! Maybe we should just wake him" Panicked Bilbo. "Well I didn't expect that ta' happen" commented Bofur. Bilbo sighed and rolled his eyes at Bofur. "Hold up don't give up just yet, I got an idea!" He then said "Hey Dwalin!" he called and Dwalin rolled over in his sleep half opening an eye. "Whadda' ya' want" He asked in his deep morning voice hardly awake yet. "Ms. "Y/n over here is stuck in Fili's arms" "Just give him a kick" replied Dwalin simply. "For some reason I don't feel that's a good idea, he might just snap (y/n) in two with such a rude awakening" Bofur exaggerated. "Kick hard then"

Bilbo sighed "clearly that would make no difference!" He stated annoyed. That's when you all caught sight of Beorn walking over. Bilbo fell quiet and Bofur gulped while Dwalin chuckled from the distance. You felt yourself sinking further into Fili's arms suddenly okay with staying there because of your slight fear of Beorn.

He lightly grabbed Fili's arms and strategically opened them releasing you from his tight grasp to all your amazement. You slipped out and stood close to Bilbo and Bofur still slightly nervous around the tall figure. "There! That done it!" smiled Bofur putting a hand on your shoulder. You thanked Bilbo for trying and he nodded not quite feeling he earned it though since he didn't exactly solve the problem himself.

~~

Eventually after everyone had woken up and found their way to the kitchen for a meal Gandalf and the others had a bit of a discussion on the next plan of action. Thorin was stressed over time and Gandalf knew we had to reach the Mountain before Autumn. "You are running out of time" commented Beorn. "Yes and that's why we must go through Mirkwood" came Gandalf's words which startled you out of your thoughts since this was the first mention of it. Your eyes darted to Gandalf and he glanced your way meaning to tell you before but he couldn't find the right time. Your eyes lowered feeling slightly betrayed for he knew you wanted to avoid that forest at all costs.

Gandalf sighed feeling sorry but it was the only way. "We will take the elven road, their path is still safe" he announced looking back to Beorn. "Safe? The Wood Elves of Mirkwood are not like their kin. They're less wise and more dangerous. But it matters not." verified Beorn. Thorin seemed to be the only one to notice you shift uncomfortably at the mention of the Mirkwood elves. "What do you mean" pressed Thorin trying to gather more intel on the topic.

"These lands are crawling with Orcs, their numbers are growing and you are on foot. You will never reach the forest alive" Beorn sidetracked as his wild eyes travelled to a small mouse on the table and his giant hand enclosed around the creature as he lifted it up to take a look.

"I don't like dwarves, they're greedy and blind, blind to the lives of those they deem lesser than their own…" he spoke dryly of the topic and Thorin watched expecting to see his strong hand tighten to crush the mouse though it never did. "..but orcs I hate more. What do you need?" Beorn unexpectedly asked coming to offer up his help.
Slightly changed it from the movie & book
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