12 months later

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It is night, Bilbo peeks over some rocks on a high ledge and watches Azog and his warg scouts running along a ridgeline not far away, occasionally stopping to smell the air in their pursuit of the company. Not finding anything, they continue on their way. Suddenly, Bilbo hears a snarl from the side, and ducks behind the rocks. He peeks out and sees a large bear watching Azog from another pile of rocks, snarling softly. Bilbo sneaks away. The bear roars.

Bilbo has made his way down the rocks to where the dwarves and Gandalf are waiting to hear Bilbo's spy report

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Bilbo has made his way down the rocks to where the dwarves and Gandalf are waiting to hear Bilbo's spy report. Thorin asks "How close is the pack ?" Bilbo says "Too close. A couple of leagues, no more, but that is not the worst of it." Dwalin asks "Have the Wargs picked up our scent ?" Bilbo says "Not yet, but they will. We have another problem." Gandalf asks "Did they see you ? They saw you !" Bilbo replies "No, that's not it." Gandalf smiles and turns to the dwarves "What did I tell you ? Quiet as a mouse. Excellent burglar material." The dwarves chuckle loudly in appreciation of Bilbo. Bilbo looks exasperated that no one is hearing him out. Thyri rolls her eyes, annoyed "Can you please hear him out ?" Bilbo tells them "Will you listen- Will you just listen ? I'm trying to tell you there is ​something else​ out there." The dwarves look worried. Gandalf asks "What form did it take ? Like a bear ?" Bilbo says "Ye..." He pauses and looks curiously at Gandalf "Y-yes. But bigger, much bigger." Bofur asks Gandalf "You knew about this beast ?" Gandalf turns and walks a few steps away. Thyri tells him "Gandalf, he must be not so far from here now then. Let me talk to him first." Bofur says "I say we double back." Thorin tells him "And be run down by a pack of Orcs." Gandalf looks at Thyri and speaks in her mind "Speak to him and I'll lead them to the house." She nods. Gandalf tells the others "There is a house, it's not far from here, where we might take refuge." Thorin asks "Whose house ? Are they friend or foe ?" Gandalf replies "Neither. He will help us, or he will kill us." The dwarves looks at each other in dismay. Thorin asks "What choice do we have ?" A roar splits the night behind them. It is the bear. Thyri says "None." While Thyri runs towards her old friend, the bear, in her animal form. The rest of the company is running through plains and across streams. Gandalf shouts "Come on !" As the company runs through a forest, Azog and his orcs are racing through the forest too. Azog urges his party on. Both groups stop suddenly when ear-splitting roars sound nearby. Gandalf shouts "This way, quickly !" As the dwarves panic and run, Bombur looks on in shock until he is pulled along. Bofur shouts "Bombur, come on !" As they exit the forest, they spy a house surrounded by a hedge in the middle of a plain. Gandalf shouts "To the house ! Run !" The company runs across the plain. Bombur, the fattest dwarf, outruns all the rest of them in his fear. They run through a gate in the hedge. Gandalf shouts "Come on, get inside !" They run to the front door of the house. It is closed. Bombur, who reaches the door first, throws himself against it but falls flat on his back when the door doesn't budge. The rest of the dwarves catch up and begin throwing themselves against the door, trying to open it. Gandalf looks back as a massive bear breaks out from the edge of the forest and runs toward them.

Gandalf shouts "Open the door !" Thorin shouts "Quickly !" Thorin, pushing through the dwarves pressed against the door, manages to raise the exterior bolt, opening the doors

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Gandalf shouts "Open the door !" Thorin shouts "Quickly !" Thorin, pushing through the dwarves pressed against the door, manages to raise the exterior bolt, opening the doors. The entire company bolts inside the house and they try to slam the door shut, but the bear has already gotten its head in the door. As the bear roars and tries to push the door open, the dwarves yell and strain to close it.

Bilbo pulls out his sword and points it unsteadily at the bear

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Bilbo pulls out his sword and points it unsteadily at the bear. Gandalf looks on in apparent amusement. The dwarves yell as they press against the door. Dwalin shouts "Come on, lads !" With a final heave, the dwarves manage to close the door and drop the bolt across it. They sigh in shock, fear,
and tiredness. Ori asks "What ​is that ?" Gandalf says "That... is our host." The dwarves and Bilbo turn to Gandalf in bewilderment. Gandalf continues "His name is Beorn, and he is a skin-changer." Oin checks his hearing trumpet to make sure he has heard Gandalf correctly. Gandalf says "Sometimes he's a huge black bear, sometimes he's a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not overfond of dwarves well except for Thyri." The dwarves look at each other in dismay. Ori peaks out a crack in the door "He's leaving !" Dori pulls him away from the door "Come away from there ! It's not natural, none of it. It's obvious : he's under some dark spell." Gandalf says "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." They all hear a familiar roar which belongs to Thyri. Thorin asks "Why is Thyri still outside ?" Gandalf says "Beorn is Thyri's teacher. He's the one who taught her everything about skin-changers. She has no danger with him." The dwarves start spreading out through the house. Gandalf whispers quietly to himself "I hope." In the forest outside Beorn's house, the bear and the tiger ambles toward the house. At the edge of the forest, the bear stands on its hind legs, and its form melts into that of a tall man.

The man looks toward the house

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The man looks toward the house. He heard behind him "Don't worry. They're with me." He turns his head and sees Thyri in her normal form "You're progressing. Very well." Thyri smiles and follows him. Bilbo is sleeping in the house. Hearing a noise, he wakes up and quietly peeks out of his blankets. He sees Beorn, in human form, enter with Thyri behind him.

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