In the morning, the eagles carry the travelers to a large rock, the Carrock. Gandalf tells Bilbo and the dwarves that he must leave them soon. He takes them to see Beorn the skin-changer, who farms a vast property some distance away. He is called skin-changer because he can change himself into a bear. Gandalf introduces himself and Bilbo to Beorn, who at first does not appear too friendly. Gandalf cleverly tells a suspenseful tale about how they killed the Great Goblin and escaped from the Goblins and Wargs, however, and Beorn grows more sympathetic and interested in the dwarves. Gandalf introduces them, and Beorn invites the entire company to stay for supper. He tells them stories of the dangerous forest of Mirkwood, which they must pass through on their journey east. As Bilbo and the dwarves go to bed, Gandalf warns them that they must not go outside until morning. During the night, Bilbo hears growling outside and wonders whether it is Beorn in the shape of a bear.
When Bilbo awakes the next morning, Gandalf is gone and does not return until evening. Evidence of a great gathering of bears the night before had led Gandalf back to the woods where they had earlier encountered the Wargs, and he implies that Beorn has gone there, too. The next morning Beorn returns, saying that he has confirmed the tale Gandalf told about killing the Great Goblin, and that he himself killed a Goblin and a Warg the night before. He feels great friendship with the travelers, because the Goblins have been his enemies, too. Beorn outfits the expedition for the journey through Mirkwood with well-provisioned ponies and bows and arrows. He tells them not to drink or bathe in the enchanted stream in Mirkwood, to send his ponies back when they get to the forest, and, above all, not to stray from the path. He takes them to a little known forest road, and they begin their journey to Mirkwood.
On the fourth day, they reach the edge of Mirkwood and Gandalf reminds them to send back the ponies and tells them he must leave to pursue other business. He cautions them not to leave the path.
