Long chapter, with some fun stuff happening, and we also are moving ahead into the next stage of the plot.

Chapter song inspiration: Eat Me, Drink Me by Marilyn Manson

Thanks to the 381 reviewers, the 287 favourites and the 443 followers. And to my beta reader Serenity Charm, you help make this good!

Disclaimer: I own nothing but the AU plotline and the OC's


Lily awoke when the sun was still starting its task for the day. Much of the earth was still covered in darkness, the dawn in no hurry to bathe the world in its sweet glow. She cleared her throat, her mouth dry and her lips chapped from having no water to drink since they had started their journey back towards the mountain. She was starting to feel the effects of that, but sleep was now evading her, and she opened her eyes completely to find she was still rested against Smaug. His breathing was even and his eyes shut tight as he slept, but his hold around her waist had not relented in the slightest. She thought he was most handsome at that moment, nothing to disturb him in the silent break of morning. He was all the more dragon to her as he slept, the hues of his skin still rich and vivid like his scales, and she could sense a fire was burning within. The beast was not lost; he was just hiding, waiting to be awoken from his slumber, and she would do all in her power to help him.

Her hands traced down from his neck to his chest, unable to stop their curious ministrations. As much as she yearned for his touch, she also craved to feel him in return, and she could not control her fingers as they drew lines across the top of his chest. The material of the tunic was thin, and she had no doubt her strength would be enough to tear it away if she wished it. She longed to see more of him, to learn which ways were best to touch him in return for how he made her feel. In a societal perspective, he would have been much too old for her, and the thrill of that only delighted her more in a way that was still alien to her. She knew nothing of the hearts of men, but Smaug was more dragon than what this form could disguise, and her mind was eased by that knowledge. He could certainly guide her if she asked, but she wasn't quite sure if she was ready for whatever a physical union entailed. Also, he was a proud and mighty dragon; would it be wrong for him to lay with someone outside of his own kind? Her feelings were still jumbled, and she suspected she trusted Smaug because he was the best example of being decent towards her since her brothers. She let out a sigh in frustration, her fingers halting when she felt an abrasion under the cotton tunic, and she frowned, pulling back on the collar to spy a scar that harshly cut across his left pectoral in a thin white line.

"This is a strange marking." She commented lowly to herself. Had he become injured during his rescue attempt to save her from the elves? But that could not be, the wound was clearly ancient, smooth and healed as if he had sustained it long ago in battle. Smaug had never confessed to reverting into a human form in the past, but it was not possible for a dragon to scar, was it? She had seen his golden ornate chest many times, and from a glance it was flawless to an envious standpoint. She thought to ask him when he awoke, but he was much too prideful, and she did not want to offend him all because she had been gawking at his body whilst he slept. With deft fingers, she unfurled his collar back into place, and pulled her hands away back to herself as she was flooded with guilt. It was wrong of her to do that without his permission, and she was still very shy from contact with him, even when he was the initiator.

She sat still in his half-embrace, studying parts of the wild land while on occasion his hand would squeeze at her soft body. He made delicious sounds in his sleep, throaty growls and powerful rumbles that possessed her heart in a tight grasp. Her own insecurities were brewing in the forefront of her mind like a bad storm. It was easy enough to fantasize and hope for loving caresses, but what if her body disgusted him? She was still such a girl, her breasts small and her hips not quite defined like the so many heart shaped waists of women she had seen. She had nothing on her body to fill his long hands with, except her long and coarse hair, and she worried that wouldn't be enough. Her mind was sharp enough to discern that his hold was possessive, but the line between treasure and warm company was thin in his case, and she already promised herself she would not be another golden idol to him. Her emotions were getting the better of her, and afraid he would pick up on them through the bond, she quickly clamped-down on any feelings of self-doubt.

'Honestly Lily, get it together', She berated herself. The connection was making her crazy because she was still so unsure of how strong the tethered bonds were between them. The learning curve to that would take time, and if impatience was already getting to her, she could not imagine what Smaug was feeling. As a dragon, it could not have been one of his perfected traits.

As gently and sly as she could muster, she shimmied out from his grasp, his empty hand landing against the ground in a dull thud while she skittered to her feet. She needed just a moment to herself to clear her mind. That was the funny thing about distance; sometimes the hurt it caused was bruising, but in the little moments, like on the sunrise of an autumn morning, inner peace could be conjured from it. Lily glided through the short grass, the blades tickling the arches of her naked feet as she walked until stopping at the edge of the ridge once again. She sat down on the ground, legs dangling over the soft earthy cliff as she watched the explosion of light over the horizon. The sun reminded her of dragon-fire, and how she had been completely enveloped in it, her bones surely becoming charred black beneath the surface of her skin as she breathed in the blaze. She could live in fire, be reborn from the flames as she turned to ash. It would never be her undoing, but she wondered all the same of the force in Middle-Earth that had the power to end her. Immortality did not exist; just the semblance of it.

A rapid chirping broke her pondering, and she stole a glance at her right to spy a bird hopping about on the ground beside her. He was a waxwing, springing about on his two legs, pop pop pop, singing out a lovely tune as she watched with glee. He was the most gorgeous thing she had seen in any daybreak she had ever endured, with soft orange plumage spread out over his body while the tips of his wings and tail feathers were lined in black, yellow and red. The eyes were masked in a line of black, and the top of his head was brushed back with a fiery orange crown. He was a little prince, and she held out her hand, beckoning him forth as she whistled back a melody. At first he was hesitant, flapping his wings up in the air, before swiftly touching back on the ground. She did not give up though, and eventually she felt his thin talons close around her finger as she brought him up off the ground before her face. His weight was lighter than a snowball, and his spindly feet felt like twigs wrapped in her hand as she studied over him with care. He puffed up proudly as she stroked a finger down his back, the downy softness like silk under the pad of her digit.

"Hello friend." She greeted pleasantly.

He seemed to chortle back to her, releasing a string of chirps while he gave a fast beat of his wings. A most unusual thing happened, and she jerked her hand in surprise when she realized she had understood his reply. It wasn't entirely like he had spoken words, but she comprehended the meaning all the same as he greeted her in return. He hopped off her hand, gliding over until he landed on her shoulder, peeping into her ear as if telling her a story. Her eyes were glassy with tears of amazement while she listened to her little prince twitter a tale.

"You're amazing," She told him earnestly, and he let out a guffaw of tweets. Birds rarely swept through Lake Town, and it was not as if she had ever stopped to converse with one before, absurd as it was, at the time she hadn't need of anything else to set her apart from the townsfolk. She wondered if she had always been able to communicate with a variety of avian species before, but the reaches of her mind were blank. Regret filled her over her lost memories, wishing she knew more of her long life and how she had come to be found on the shores of the Celduin, washed up from the river in human form. "Do you know anything about me?" She inquired of her new feathered companion.

He sang a no in reply, telling her he was drawn to her because of her magnificence, and that everyone had heard her phoenix song across the wood and through the water. They knew of what she was, and how she was truly the majestic Queen of all things that took to the skies. Perhaps Smaug was her King, and she blushed furiously at the thought. He already addressed himself as such while in the mountain, and perhaps one day he would keep her at his side as his equal.

Another waxwing darted through the air out of nowhere, landing on the ground before her, singing boldly to her companion on her shoulder. She laughed, imagining she must have looked like quite the sight in an oversized coat while conversing with birds. It wasn't anything to concern herself with, and she didn't burden herself over it as she allowed the new arrival to leap into her hand. The sunrise was now nearing complete over the horizon, and she knew they would be descending to the river today, further towards the mountain. She had a request to ask of Smaug, though regardless of his answer she was determined to see it through, whether he followed her or not. In that moment she felt like a Queen, and she was confident she could make the King turn his neck anyway she desired.


Between Lily's words and the loss of his sequestered mountain, Smaug had found it difficult to find sleep in his exile. Always he was ensconced in gold and treasure, and he found slumber difficult to come by without it, leaving him to float adrift like smoke. By chance sleep had eventually taken him, but it was restless and accompanied with a dream that had him staggering. As always, Liliana was with him, only she was not the Lily he had come to know. Her wild hair was darkened silver and her brown eyes nearly black as she surrounded him. She was clothed in fabrics of deep red and inky black set to swallow the light, shrouding her pale limbs as she danced in a haze. She terrified and enticed him as she moved, hands clasped together at the nape of his neck while she peppered his face with her toxic kisses. His hands held her waist with brutal force, yet she managed to escape him once more, darting away as she stalked him in circles that made him forgetful. Her torso was pressed in his back and she inclined her neck to whisper words into his ear, breath panting hot against his slick skin, all manner of evil things spilling from her tongue. Her dark mutters were that of an oracle, predicting of the worlds end in ash and shadow and despair. He knew her words were not of her mind for they did not belong on her lovely tongue. They tasted sorrowful and bitter from a distance.

He was being crushed by the weight of her apathetic stare as she now stood before him, so strong and delicate. Her half-lidded eyes were glazed in madness as she let out a cry of laughter, and she turned to ash before he could reach for her. The phoenix was reborn before him, vermilion feathers tainted onyx, and she glowed with the fires of a supernova as she took off into the obscure. He roared with the fury of the sea, body shifting, his bones breaking in agony as he was restored to glory. His claws were sharpened and his fangs elongated, while he narcissistically admired his exquisite scales. He gave a power flap of his wings, the motions enabling him with his former splendor while he breathed a river of fire that illuminated the vast shade. The vapors of smoke were all that remained of Lily's trail, and he dove up after her, spotting her floating figure ahead as she toyed with him, allowing him to get close enough before she would dive down and away from his grasp. The chase continued as he pursued her, nothing but a misty veil surrounding them. He grew frenetic to catch her, the light flames of her feathers nearly completely gone before his sight as he started to howl in desperation. He was jolted awake with the last sight of Lily falling into shadow devouring his mind.

His head jerked up while his shoulders flinched back, and he unceremoniously fell to his side as his back slid across the boulder, the friction burning through his tunic. Lily was not beside him as he had remembered before falling unconscious, his hands patting the ground as if she had suddenly evaporated into the air from where he had left her. He sat up, searching across the space of the ridge before he spotted a most relieving albeit peculiar sight. Birds were flocking in droves to the cliff, and Lily was at the center, a mirthful smile on her face as she was surrounded by an array of coloured feathers. Everything from thrushes and ravens, to crows and sparrows were sitting around her, warbling out their own unique songs as she listened. The dawn had come without his consent, and he wondered how long he had been left alone to his malevolent visions without Lily beside him.

Feeling fiendish, and wanting for her attention to be entirely on him, he rose to his feet silently and started towards her. The birds were quick to learn of his appearance, and an eruption of wings blasted through the air, shrieking and cawing while feathers were scattered as they flew off from fear. Apparently they could sense the beast within him as much as he could, and thus fled. Lily beamed a smile at him regardless, appearing sheepish as she shifted her head to look to meet his gaze. He narrowed his eyes at the little pest still sitting on her shoulder. One brave waxwing clinging close to her as it chattered and spat at him with obnoxious screeches. Annoying thing; he would set its feathers ablaze if he could, and if it wasn't for the fact that Lily already looked so attached to the little pet. Her smile was enchanting, and he preferred the healthy look on her face rather than of the diseased girl in his nightmare. He offered her a hand to help bring her to her feet, and her small companion fluttered off into the direction of the woods after its brethren. Lily frowned slightly at that, but she kept her hand clasped in his a moment longer.

"What a strange morning I've had." She commented, her eyes turning back to the woods in question.

"Indeed. You are quite appealing to your new friends it would seem."

"Oh that," Her nervousness grew, he could feel her tremble as he held on to her hand. "This is strange, but I could understand them."

"There is nothing about you that I will ever see as strange. The anomaly of you is just your nature, and it is in no way odd that you can converse with your lesser kin." His reassurance calmed her, and he could feel all trepidations seep from her body. It must have been common for her to hide many things as she lived amongst humans, and he would continue to encourage her into speaking only the truth. He ran his hands up her arms, stopping at her shoulders as he framed her small body with his, giving a nefarious and wicked smile. "And how is your injury?"

"Stiff," She said, giving her shoulder a roll to shake away the remnants of sleep. "But I can manage. It was only one arrow after all."

"I'm certain your tears could heal a platoon of soldiers," He agreed. "Come, we cannot afford to linger here any longer. We can make our way down to the river."

Lily nodded, but she did not move from her place. "Before we make the journey back to the Lonely Mountain, I . . . I want to see Lake Town, just one more time."

Smaug felt his brow grow heavy in a frown while he fought away a sneer. His blood simmered at her request, terrified that if he brought her back to her home, she would not want to leave with him. Despite the cruelty of the townsfolk, there were still her brothers, one of whom was harbouring strong feelings of love for her. If Lily so much as sensed that, or if Gaellyn professed his feelings, she would cling to the hope that she could live in the semblance of a normal life. In her heart, it was something she foolishly longed for. He refused to be alone again, the cold corridors of his mountain not as inviting without her in them, and his gold dulled without her cheer. They were already bonded, and whether she knew it or not, that meant she had chosen him, and he would not part with her so she could become some seafarer's wife.

"No."

Her eyes lit up and she grinned playfully. "I knew that would be your answer."

"And you are elated for that?" He questioned in confusion.

"Yes actually," She slipped out of his hold, taking a step back with a challenging smirk colouring her face. "Now you'll have to chase me, because I'm not going to comply with what you order. I think you owe me this one time, after I saved us both from imprisonment in the woodland realm." Her heels were lined up with the edge of the cliff, and she stole a daring look over her shoulder at the water below. "I cannot fly, but I can run."

His actions were belated, and he watched on in horror as Lily threw herself from the ridge, down to the river. He hurried his feet to the edge just as he heard the splash of her body hitting the foaming rapids, and her head resurfaced, pale hair clinging down her back while the leather coat slicked tight on her body. Her giggle reached his ears, abounding with exuberance as her eyes shone from the excitement. She raised her hands out from the water, taunting him with a wave as the current carried her further away. He was vocal about his frustrations at her, body coiling tight, ready to strike like a serpent as he hissed and spat venomously. She was purposefully forcing his agreement, knowing full well that he would follow, and he did not delay in leaping in after her.

Smaug hated water, detested the wetness and the cool as it soaked his garments thoroughly to his skin. He ran quite hot as a dragon that often moisture would immediately turn to steam as it touched the surface of his scales, but now as a man, he was drenched. The stuff got everywhere too. His hair clung to his face, eyelashes catching little droplets while he spat out a large swallow from his mouth with the rest of the salty substance creeping down his throat and through his nose. He continued to sputter and choke on it as the current dragged him after Lily, the pull so strong that he could not hope to fight it in this weak form. He heard insistent chirping overhead, and he looked up at the sky to spot the nettlesome waxwing had returned, gliding forward through the air after Lily. Smaug started to paddle after in its direction, knowing he would reach her sooner with the extra drive. He was holding up his walls as best he could, but he was afraid being caught in the river for too long would break down his dam, and Lily would be vulnerable to attack from his rage. It was because of her and her recklessness. She seemed adamant in following her streak of ambitious and irrational decisions, so she should be well prepared for his fury. He was red in tooth and claw, his reaction to vilify her for her decisions would always be anger, for instincts drove him to that.

He took in a breath just before the river banked sharply at a corner, the strength of the churning rapids sucking him under before he bobbed up again in relatively calm waters. The river was considerably shallower, and he could make out the pebbles on the floor below as he floated languidly on the surface. The sun was breaking through the few clouds in the sky, reflecting off of the crystal water, and the banks on either side were sparse of trees and plant life. Mostly only boulders and dry grass grew throughout these parts between the wood and the lake, and on the riverside to his left was Lily. She sat in the gravel, legs to her chest while her silly pet buzzed around her, whirling about in the air while she squeezed the damp from her hair, a heartened grin on her face. It continued to grow bigger as she spotted him, and she shooed at the bird to leave, though it refused to listen as if sensing her forthcoming reprimand she was about to receive. She stretched her legs out before her, wiggling her toes while everything about her countenance was carefree. It stifled some of his rage, but not enough for her to go unscathed, and he leapt at her just as soon as he was freed from the confines of the river.

She let out a startled yelp, her waxwing abandoning her for the brush while Smaug straddled her body. He quickly became fascinated with her resolve to smile, even when he had her twig-like wrists trapped above her head in each of his hands, not once did she falter. "I win, so it seems we're going to Lake Town."

"I have no tolerance for you to behave like a brat Liliana, and my answer is no." He snarled, ignoring the fact that he was dripping water on to her body. He couldn't be bothered with such minute things at the moment, his focus tuned on his Lily as she showed no fear to his hostility.

"Then I'll go without you," She replied determined. "You cannot stop me, not unless you plan to sit on me until one of us changes back. Neither of us knows when that will be, and I would much prefer if you came with me. You have already been there once, and you've met my brothers. Would it not be easier the second time with me there?"

"Enough!" He barked, the mention of her brothers turning him colder than steel on a blade.

She scowled back, brown eyes becoming dim in annoyance with him. "Oh you stubborn slug!"

He gave each wrist a threatening squeeze, causing a whimper from her as his black mood roiled his clear thoughts. "You insult me after doing something as idiotic as throwing yourself from a cliff, and you expect my sympathies? I had such hopes that you were more resourceful than those humans you were forced to surround yourself with, but I see my error in judgment is showing."

"I just saved us leagues of walking by doing that. We have no resources, nothing to sustain us, and I need food and water quicker than you do. I won't make it back to the Lonely Mountain if we don't stop, you ignorant brute!"

Their shouting echoed throughout the valley, stripping the trees of leaves, and rippling the water as their eyes met in a heated stare. Their connection opened up between them, though what he had initially feared from his blind rage had not prevailed; instead of fueling her with his wrath, he was met with lust. He attacked her mouth with his, his hands releasing her wrists in favour to grab her hair while allowing her to feel him in turn. She combed his hair back with her fingers, pulling at the dark locks that were at the base of his neck. His lips had still been glossed with the residue of the river water, and she drank it into herself, her tongue tentative but playful as she parted her lips for him. His arm circled down to her waist, hooking it around as she arched up, pulling her from the hard gravel. He accommodated her on to his lap, letting her straddle him while he continued to fervently pour his sin into her through the kiss, sucking at her tongue and teasing her with his. She was squeezing his hair so tightly that already most of the water was gone, and the curls ensnared her fingers as she massaged at his scalp. He let out a low purr, breaking off from her mouth as he continued to nip at her skin from her jaw, slowly making his way down her neck as he grazed at her flesh with his canines. She moaned quietly as he pinched her skin between his teeth, sucking at her collarbone until he left a harsh mark on the white canvas. He delighted in the shiver she released as he started to lick at his brand, Lily quickly growing hot in his arms as he transferred his heat. She tasted like the sun, her light he was taking as he selfishly took all of her for himself, and left nothing for the world. Let them fall into darkness, so long as she was his to keep.

"Do you still like when I touch you?" He murmured deeply, his hand pressing her tight to him around her waist while his other hand started to trail up her leg.

"Yes." She dragged her nails down his chest, scraping over the scar and his nipples, giving him cause to groan. He let his fingers continue up her leg, to the inside of her thigh. The skin was incredibly smooth and soft between the juncture of her legs, and he could feel her muscles tense beneath his hand. He kept going forward, his fingers brushing into her soft patch of curls and down to her slick entrance. Lily started to quiver in his hold as he ran his thumb over the swollen little nub, another finger tracing along her folds as her juices collected in his hand. The grip she had on his tunic was turning her knuckles whiter than the fabric, and he whispered pleasant things into her ear, trying to calm her as he worked at her core. He placed a coaxing kiss on her mouth while his finger started to probe at her entrance, the wetness guiding him into her velvet heat. Even with the fountain of her arousal, she was clenching tight around his digit as he started to pump slowly. He heard her let out a small sob, and suddenly her hands turned flat against his chest, pushing him back.

"No, stop." She mewled in discontent.

Smaug let out a growl of frustration, everything in him demanding to continue despite her protests, but the anguish in her voice had managed to break the spell, and he could not continue knowing Lily was in discomfort from what he was doing. He wanted to take her with everything he had, but as he came to his senses and looked around at their setting, he felt despondent at the idea of her cold and wet on her back in the gravel. With great struggle, he withdrew his hand, his finger sliding out from her core, doused with her essence that he was desperate to taste. He also dropped his hand from her waist, allowing for her to scuttle away from him, her legs closing shut while she panted heavy with her hands at her chest. He looked down at his fingers, something akin to shame clawing at him that made him unable to look her head on. The glistening damp of her center permeated his senses, and he could not stop himself from cleaning his fingers, lapping at her juices regardless if she was there to witness the act. His eyes shut with a satisfied grumble, and to the powers unknown he prayed for his resilience. If she let him get that close again, he would not be able to stop, not again when he came so close to making her his.

"I'm sorry," Lily said softly, her sharp eyes heavy with emotion when their gaze met across the small distance. She had relaxed her stance, arms at her sides as she pushed herself up from the ground. She inclined her neck to the side, looking ahead as the river trickled forward, the peak of the mountain still visible on the horizon. "I just . . . can't."

He did not offer a reply, simply standing as he righted his tunic into place. His anger was often unbecoming in moments like this when she needed his patience, so he was best to keep silent. He tracked his unyielding thoughts, reflecting over what could have changed for her so abruptly; for he could feel she had been with him in the lusty embrace before she had shut down completely. Whatever the reason, after that display of behavior, he had no choice but to agree with her demands, and so it seemed they were going ahead to Lake Town, the brooch heavy on his person as he was reminded of the debt that needed to be paid. He silently indicated for her to walk ahead, his sight better at the rear if by chance they came by trouble. She needed time away from him anyway, and it was the only thing he was able to give her. He was otherwise thoughtless when it came to the emotions of a girl. They would talk later. For now he rather welcomed the muted tone of the valley, it giving him the time to allow for his blood to cool, as he had felt so close to being dragon once more.

His reverie broke as Lily let out a gasp ahead, and took off running forward unexpectedly. He sprinted after her, calling her name before he caught up to her halted figure. She must have seen it first, and the familiar sight gave Smaug the cause to curse his bad fortune. The familiar barge was docked at the bank, loaded in abundance with empty barrels from the woodland realm. Aboard on deck was the same man who first had brought him this way, only this time he was alone. "I did not think I would see you so soon, Caladrieng."

Lily shot a quizzical look back at him which he ignored. "Hello again son of bargeman." He remarked dryly.

"I expect I have your word on that quick payment," Smaug shot a murderous glare at Bard, who as always, remained unfazed. "Don't worry; I'll let you ride back for free this time, if only because we share a common friend."

Lily smiled shyly. "Hello Bard."

"It is good to see you again Lirarwen. You'll have to tell me how you came by this way," Bard gave a mistrusting look back at him over her shoulder as he let them climb aboard. Smaug stepped closer to Lily, regardless if it gave her trouble because of their previous altercation. He did not like her seen without him around humans, his guard ever present around them because of his hate. They took their seat on the wooden bench as Bard finished his labour, turning the boat out from the river in the direction of Esgaroth. This was now the second time Lily would be brought back from the Celduin to the town, and no doubt people would talk. The gossips would have persisted about him as well, for the novelty of him would still be fresh in their minds, and he dreaded what awaited them in that place. Bard continued to steer the barge through the water, his eyes turning to Lily with the grim shadow of a smile on his weather face, and before he even spoke, Smaug knew it was going to be a long journey back to that town he detested more than he cared to discuss. "So Lirarwen, what is your story?"


Damn, so close but not quite there. All the emotions surrounding those two is getting high, and I'm enjoying writing for it. More stuff with Lake Town up ahead, in which we might or might not see some jealous dragon ;) And Lily can talk with birds! I know it's common in LOTR for animals to talk, but I didn't quite go there in case that deters people. Been inspired about dragon stuff again after going back through the Inheritance Cycle (My books are signed by Paolini, so that's exciting if anyone here is a fan!)

Also, random thought, but does anyone agree that the figure skater Charlie White kind of has hobbit hair?! I think it's just adorable!