The next morning, the eagles fly the travelers far to the east and deposit them on a large, standing rock that Gandalf calls the Carrock. Gandalf says he will take them to see somebody who lives in the area. Bilbo and the dwarves ask for information about this mysterious person, and Gandalf reluctantly explains. Beorn, he tells them, is a shape-shifter who sometimes appears as a man and sometimes as a bear. He is a cranky fellow who likes to be left alone. Gandalf takes Bilbo to Beorn’s house, and he leaves the others with instructions to follow, two at a time, at five-minute intervals.

Beorn does not normally allow strangers into his home. However, he knows Gandalf’s cousin, and Bilbo is such an nonthreatening character that nobody could object to his presence. They sit down, and Gandalf begins telling the story of their adventure in the Misty Mountains. He is frequently interrupted as the dwarves arrive in pairs. Beorn allows each pair of dwarves to stay; he is so eager to hear what happens next that he does not want to stop and throw anyone out. When Gandalf finishes, Beorn says that it is a wonderful story and allows everyone to stay and eat with him.

The next day, Beorn and Gandalf both disappear. At nightfall, Gandalf returns and says that he has tracked Beorn and a group of bears to the edge of the lands of the goblins and Wargs. At first the dwarves think Beorn is going to betray them, but Gandalf knows he is just going to find out whether their story is true. When Beorn returns, he is pleased because he knows that the adventure happened as Gandalf said. He offers to help the travelers with the next leg of their journey.

Beorn supplies Bilbo and the dwarves with as much food as they can carry, and he explains the route they must travel toward the Lonely Mountain. They must cross a dangerous forest, Mirkwood, and they must not leave the path through the forest. He lends the travelers ponies for the trip to Mirkwood but makes everyone promise to send the ponies home when they reach Mirkwood. They set off and travel swiftly. Each night Bilbo sees a dark shape like a bear in the woods by their camp. He tells Gandalf, but the wizard says to be quiet about it. It is only Beorn, watching over the travelers and his ponies.

Gandalf always said that he only planned to accompany Bilbo and the dwarves on part of their journey. At the edge of Mirkwood, he says it is time for him to go his own way. Everyone argues, but Gandalf refuses to be persuaded to go farther. This leaves Bilbo and the dwarves to face the most dangerous part alone. As he leaves, Gandalf reminds them to be careful in Mirkood and not to leave the path.