Beorn Bear Skin-Changer

Elena's POV

I lay by Gandalf swishing my tail in annoyance. "Don't worry, we'll find clothes for you soon" he assures me quietly. I nod my head and examine my claws as we all wait for Bilbo. I still smell another skin-changers scent on the air and wish to speak to Gandalf about it. But can't in this form. Bilbo returns and we all raise.

"How close is the pack?" Dwalin asks him.

"Too close. A couple of leagues, no more, but that is not the worst of it" Bilbo states.

"Have the Wargs picked up our scent?" Dwalin asks him. Doubtful, I've been ensuring they don't pick up our scent. Still it is possible.

"Not yet, but they will; we have another problem" Bilbo states.

"Did they see you?" Gandalf asks.

"No, that's not it" Bilbo assures him. I jump into a tree and scan the area. Meanwhile Gandalf smiles and turns to the dwarves.

"What did I tell you? Quiet as a mouse. Excellent burglar material" Gandalf praises.

The dwarves chuckle loudly in appreciation of Bilbo. Bilbo looks exasperated that no one is hearing him out. So I jump down and give a low roar. They all go quiet and I nod to Bilbo. "Thanks Elena" he says grateful. "I'm trying to tell you there is something else out there" he tells us. I stiffen as I smell the skin-changer again, this time strong.

"What form did it take? Like a bear?" Gandalf asks and I cock my head to the side. I smelt bear mixed with the skin-changers scent. No way I could beat it in a fight, but I could hold it off while the others ran.

"Y- yes. But bigger, much bigger" Bilbo stresses and I groan. Just great.

"You knew about this beast?" Bofur asks Gandalf. I look at Gandalf, had he known I wasn't the last of my kind? Was this the reason he'd invited me on this quest? Why had he not told me? "I say we double back" Bofur suggests.

"And be run down by a pack of Orcs" Thorin states. He has a point there. Personally I'd rather take my chances with the bear.

"There is a house, it's not far from here, where we might take refuge" Gandalf tells us. No doubt the skin-changer's house.

"Whose house? Are they friend or foe?" Thorin asks. Friend to me, no doubt. To the others 50/50.

"Neither. He will help us, or he will kill us. But leave Elena" Gandalf answers. Called it.

The dwarves looks at each other in dismay. "What choice do we have?" Thorin reminds them. A roar splits the night behind them; it is the bear skin-changer. I look at Gandalf and nod my head. He and the others take off running while I call to the bear. I jump into a high strong tree.

The bear soon appears and sniffs the air. I chaff and he looks up at me. I lock eyes with him and jump down keeping low to the ground to show I mean no harm. He sniffs me out of curiosity until he smells the others. He roars and takes off after them, I run after him. "Come on, get inside!" I hear Gandalf shout. I growl and run harder to get in front of the bear.

I roar and flatten my ears. He looks at me strangely and growls. But I don't back down. My father taught me to never back down or turn my back on a fight. If the bear refused to listen, I'd fight for my friends safety. He relaxes as I hear the door slam shut & be locked. I nod to the direction of the orc pack.

He smells the air and growls when he smells them. We lock eyes and nod. We take off back into the forest and hunt the orc pack. We managed to drive them off and I hop onto a low branch cleaning my fur. The bear laying down below me.

(Next morning)

"Do you plan to stay up there all day?" a strong deep voice asks waking me. I open my eyes to see a huge man standing looking up at me. Taking a deep breath as I stretch I smell that he is the bear from last night. So this is his human form? Suits his animal one. "I don't have any woman clothes, but this should do" he says holding out a brown shirt and belt.

I jump down and accept them. I go and change, before rejoining him. "I am Elena, daughter of Heathor. I'm sorry for invading your territory last night. I thought I was the last of our kind" I tell him.

"I am Beorn, I to believed I was the last of our kind" he states. "I invite you to join me for breakfast along with your company. You will all be safe here" he tells me.

"Thank you Beorn" I say smiling. We head to his house. I go intside to prepare food while he chomps some wood. I can't denied I checked him out when he took his shirt off. When he caught my eye, I blushed and hurried into the kitchen.

Soon he comes inside with his shirt on along with the others. We all sit down to eat as he pours us each glass of milk. "So you are the one they call Oakenshield. Tell me, why is Azog the Defiler hunting you?" Beorn asks.

"You know of Azog? How?" Thorin asks him.

"Mine and Elena's people were the first to live in the mountains. Before the Orcs came down from the north. The Defiler killed most of my family, but some he enslaved" Beorn explains. I look at the manacle on his wrist and push my food around. "Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him" he states.

"There are others like you two?" Bilbo asks him.

"Once there were many" Beorn answers.

"And now?" Bilbo presses.

"Now there are only two" I snap and then take a deep breath. "Sorry Bilbo, it's just hard to talk about the past" I tell him.

"It's fine Elena, I should of not pried" he tells me.

"You need to reach the mountain before the last days of autumn?" Beorn asks. While that is true, I'm not sure I want to leave. I just found out I'm not the last of my kind.

"Before Durin's Day falls, yes" Gandalf answers.

"You are running out of time" I tell him.

"Which is why we must go through Mirkwood" he states.

"A darkness lies upon that forest. Fell things creep beneath those trees. There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need" Beorn tells us.

"We will take the Elven Road. That path is still safe" Gandalf tells him.

"Safe?" I ask with a snort. "From what I've heard, the Wood-Elves of Mirkwood are not like their kin" I state.

"She's right. They're less wise and more dangerous. But it matters not" Beorn tells us.

"What do you mean?" Thorin and I ask him together.

"These lands are crawling with Orcs. Their numbers are growing, and you are on foot. You will never reach the forest alive" Beorn states as he stands up. "I don't like dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own" he explains. He picks up a mouse that had been scampering on the table and holds it, all the while approaching Thorin. Who is standing with his arms crossed. "But Orcs I hate more. What do you need?" he asks.

We tell him and the others go prepare the ponies. But I remain cleaning up the dining area. "You need not do that" Beorn tells me.

"I know, but I am conflicted" I tell him.

"You don't know whether to stay or leave with your friends" he states.

"Yes, I've traveled with them for nearly a year now. But I have sworn no oath or signed anything that ties me to them. If I wished to, I could remain here and let them go without me. But..." I trail off. He lifts my head and looks into my eyes.

"But you won't, they are your friends. You've known them longer then me. Once your quest is over, you can always return here" he tells me.

"There's a chance I won't survive, then you'd truly be the last of us" I tell him sadly. "But I told myself I'd protect the Hobbit and ensure he returns home when this quest is over. The hobbits are a peaceful race like ours was, they aren't fighters. He has had to become one on this quest. But I'd see him return home, to his peaceful life. Where he never has to fight again. To do that, I'd have to go with them" I explain.

"Then go, I understand how you feel Elena" he assures me smiling gently. "I'll wait for you and pray for your safe return. Who knows we may see each other sooner then you think" he tells me. "For now go with your friends, complete your journey" he states.

"I will and I promise to do everything in my power to return to you" I tell him. "Thanks for the shirt and belt, but I'll run faster as a panther" I state. So I go strip and turn into a panther. I join the others outside and hand Gandalf my clothes. He puts them in his saddle bag. We all set off towards Mirkwood as fast as we could.

A/N

Pictures above of Beorn and Elena human/animal forms. Picture on the external link of Elena's new outfit.

Beorn: good luck Elena, may the author watch over you

Author: I will Beorn and do all in my power to ensure her safe return. But I am no god, I guarantee nothing

Beorn: I know *turns into a bear and follows the company to retrieve his horses*

Author: see you all in Mirkwood in the next chapter, how with Thranduil react to the skin-changer? How will Legolas and Tauriel react to the panther guarding the dwarves?