Bilbo Baggins had expected to see many things when he entered Erebor for the first time. He had expected the stone halls and the piles of gold (though there was quite a bit more of that than he had imagined). He had wondered if he would find a live dragon asleep in the treasury or if, perhaps, he would find a dragon long dead and rotting away. What he did not think he would see and was rather confused when he did; was a giant stone statue of a dragon in mid-attack.

The hobbit looked up at the statue and gulped. Was this the actual size of the dragon he was supposed to creep past? Had Smaug somehow carved a statue of himself? Where was Smaug? A pile of gold and gems near the middle of the treasury moved and Bilbo froze, he could see scales through the cascading treasure as the monster shifted. It seemed as though one of his questions had been answered. Smaug was alive and buried in treasure not that far away from Bilbo. Right, Bilbo thought, don't wake the dragon and find a white gem in the midst of all the other gems. No problem.

With that, he started moving about as quietly as he could, sifting through the many sparkling gems and trying to find a 'big, white gem'. There were many white gems in the treasure hall of Erebor, Bilbo found, but he didn't think any of the ones he had inspected were the Arkenstone. What use was 'big and white' as a description when he was in a giant treasure hall? And he mustn't forget that he'd 'know it when he saw it'. Honestly. Dwarves, one of the most unhelpful races in the whole of Middle Earth.

As Bilbo moved to the next pile, he realised that the treasure hall was no longer silent. There was a faint rhythmic booming coming from the pile he had just started to climb. The hobbit shuffled back a bit, dislodging gold and gems to reveal scales. A squeak was quickly stifled, and Bilbo stared—horrified—at the green scales in front of him.

"A great dragon he was, came upon Erebor as a red and black fire of destruction." Balin's voice echoed through Bilbo's mind and he frowned. Red and black? The scales in front of him were clearly green, had Smaug changed colour? Did dragons change scale colour as they grew older like hobbits changed hair colour? Bilbo was sure the Men of Laketown would have told them if anything had changed to their knowledge of the Lonely Mountain that loomed on their skyline, so what had happened? Deciding he could think it over after he had found the Arkenstone and returned to the Company, Bilbo retreated from the pile under which the mystery slumbered. Unfortunately, piles of treasure were very delicate and easily shifted. As Bilbo moved away, he managed to take half the pile with him.

Hissing filled the room and Bilbo stared in horror as the dragon emerged. Except, it wasn't a dragon, it was a snake. A giant snake, to be sure, but a snake nonetheless and most certainly not a dragon. Its head turned towards him and he saw that it had both of its eyes shut as its tongue flickered in and out and the hissing continued.

"Who wanders into the dragon's lair?" the beast asked in Westron.

Bilbo stuttered, "Uh, I do. B-Bilbo Baggins of the Shire." He had not expected the beast to speak Westron, not at all!

"Bilbo Baggins of the Shire, hmm? And what are you? For you are no House Elf though your stature may be similar."

"I'm a Hobbit," Bilbo answered, wondering what a 'House Elf' was but not brave enough to ask.

"Ah, and why does a Hobbit enter a dragon's lair after it has been left alone for so many years?"

"Well, I…uh, I wanted to see if the tales were true. If you, O Smaug, were as magnificent as they say."

The beast laughed, and Bilbo felt a shiver of cold run down his back, "Smaug? I am not Smaug. You would have passed by Smaug as you came in. Tell me, is he as magnificent as the tales tell him to be in flesh as he is in stone?"

This was bad, this was very, very bad. He had gone from having to deal with a dragon to having to deal with something that could turn a dragon to stone that hadn't even opened its eyes yet! "That-that statue is Smaug?"

"Yessss," the beast hissed out, amusement in the terrifying sound.

"Right," Bilbo stuck his hands in his vest pockets and looked around, wondering what in the name of the Valar he was going to do. His fingers closed around the golden ring in his pocket and he fiddled with it, considering. "Don't suppose you'd let me walk out of here alive, would you?"

"I have not killed you yet, nor have you aggravated me. I do believe if you were to leave now, I would not stop you."

Bilbo sighed in relief, "Oh good." He turned away to go before remembering what he had entered Erebor for. "Don't suppose you've see a huge glowing white gem lying about somewhere?"

The beast reared up and hissed, the sound full of anger, disgust and warning. Black fluid dripped from its open mouth as the enraged hissing continued, the places where the fluid landed started smoking and Bilbo watched in horror as what he could only assume was venom dissolved anything it touched.

He scrambled back and babbled, "Sorry! Sorry, stupid question, shouldn't have asked. Don't worry about it, sorry."

"That foul creation has long since been destroyed, you would do well to forget it existed. Tell me, do you know what you hold in your hand?"

Bilbo looked down confused, he wasn't holding anything. Except he was, the ring lay on his palm winking innocently in the shifting light reflecting from the beast's scales. "Hello, how'd you get there?"

"It called out to your mind and told you to hold it, protect it. It is a work of blackest magic. Just as the stone you seek was imbued with black magic, this too, must be destroyed."

"Destroyed?" Bilbo squeaked, "You destroyed the Arkenstone?"

"I do not know its name, but it was destroyed. Give me the ring and I shall destroy it also."

The hobbit shook his head and slipped the ring on his finger before he knew what he was doing. The beast hissed its displeasure and slithered across the piles of gold to where Bilbo had been standing.

"Release him, foul creation. You only delay the inevitable for now I know you exist and I shall not rest until you do not. There is nowhere you can go that I cannot follow, no carrier you can find that I cannot best. You are not the first I have destroyed nor will you be the most challenging. You think you can hide in the In-Between from me?"

The beast's eyes were open now—a bright, sickly yellow—they looked away from Bilbo even as the head they resided in angled towards the Hobbit and the beast advanced. And yet, when the eyes finally turned towards Bilbo, they were green—as green as the door to Bag End. "Remove the ring from your person, Bilbo Baggins of the Shire. Remove it and place it on the stone behind you."

There was a voice inside his head that told him not to do it, that the ring was the only reason he was still alive, but it did not sound like his voice and besides, the beast had already said he was free to go. Hesitantly, he removed the ring from his finger—pausing as he came back into view to see it the beat would attack him. It did not, it simply gestured with its head towards the short stone pillar behind Bilbo. Once he had gently placed the small band of gold on the stone, he stepped back and waited to see what the giant snake would do.

The treasure hall echoed with the hiss that erupted from the serpent's mouth as it reared back. Its eyes flashed the sickly yellow Bilbo had seen before and a single drop of black venom fell from one of the larger fangs to land on the ring. There was a terrible wailing sound almost immediately and Bilbo was forced to cover his ears. Smoke issued upwards as the gold started to melt and the wailing trailed off as the ring was entirely dissolved.

There was silence for a few seconds with only the fading echoes to be heard. Until the nine dwarves came charging in screaming their heads off in a battle cry. The beast hissed and instantly shut its eyes before diving under the gold piles.

"Burglar?" Bilbo heard Thorin call.

"Here," he answered, ears still ringing and rather confused as to why the beast had dived away. He knows when they see the statue of Smaug, can hear their gasps and murmurs of confusion as he stumbles towards the stone pillar and murmurs his own confusion. There was nothing there, not even a speck of gold or a scorch mark to show what happened there just a few moments ago.

Coins slid down piles as the dwarves came up behind Bilbo, "What happened here, Master Baggins?"

Bilbo didn't move and stated simply, "The serpent petrified Smaug."

"What serpent?" That was Balin, getting information on this new unknown threat as the others tightened their grips on their weapons.

"It buried itself when you came in. It didn't try to kill me, even said I was free to go if I wished."

"We will not be leaving," Thorin growled. "This is our mountain and whether we have to take it from dragon or serpent, we will take it back."

"Don't worry, I wouldn't try to keep you from your home. I know what it's like to have lost one." The unexpected voice came from a pile of treasure nearby and all the dwarves jumped and twirled around.

"You would not fight us for ownership of Erebor?" Thorin question, Orcrist held ready as he slowly took a few steps towards the huge serpent—its eyes were still closed.

The snake shook its head, "No, though I would ask for permission to stay here. I've grown attached to this mountain and have nowhere else to go. I would not be a bother to you and your kin."

"What are you?" Ori asked from his relatively safe position behind Thorin.

"I am a basilisk."

"I have not heard of your kind before."

"You would not," the basilisk answered Balin. "I am the only one of my kind."

"Why do you not open your eyes, Basilisk?" Thorin demanded and the basilisk somehow let out a wry laugh.

"Do you wish to encounter the same fate as Smaug?" It enquired, "Or perhaps just death? For that is what awaits any who meet my gaze. Smaug would be rotting away instead of a statue if not for some shiny coins."

"If what you say is true, would I not be a fool to allow you to stay near my kin?"

"You are right," the basilisk seemed to shrink into itself. "I would try not to harm any I came across, but accidents nearly always happen. I shall leave this mountain, you will never see me again."

"Wait!" Nori called out, stopping the basilisk as it started to move away. The thief looked meaningfully at Thorin. "Thorin, would you force another to lose their home as we lost ours? The basilisk said so itself! This is its home and yes, accidents could happen, but accidents always happen in the mines."

Thorin grumbled to himself as he thought it through. "Very well, you may stay. Besides, you might be able to help us. You wouldn't happen to know where we might find a glowing white-"

"No!"

"-gem?" Bilbo closed his eyes as the large serpent started angrily hissing. Dwarves, honestly. He could hear treasure dissolving and knew that basilisk venom had once again dripped down onto the piles.

"That gem is the first thing I destroyed after I turned Smaug to stone. There was evil under the façade of beauty it held, polluting the hearts of those who thought of it. It met the same fate as all other dark objects that cross my path, my venom removed that cursed stone from this world."

"You destroyed the Arkenstone," Thorin said numbly.

"And the sickness with it," the basilisk replied.

All the dwarves' heads snapped up, Thorin opened and shut his mouth several times before finally saying, "Then you have my thanks, for doing what we could not. The halls of Erebor will always welcome you as friend."

The dwarf and serpent bowed to each other, the solemn silence being broken by Dwalin clapping his hands together and saying, "Well, now that that's sorted. What do we call you?"

"Harry," the basilisk answered and they all blinked at the simple-sounding name that did not seem to fit the image of a giant snake. It wasn't at all imposing as Smaug had been. Still, that was what the basilisk had said and so that was what they would call him.

"Why do your eyes change colour?" It was the next day and Bilbo was sitting next to Harry as the basilisk basked in the sun just inside the main entrance to Erebor.

"Hmm?"

"Your eyes, I've seen them both green and yellow. Why do they change?"

"I do not know," Harry answered slowly. "I did not even know they changed. I shall think on it and if I find a suitable answer, you shall know."

At that moment, there was a great clatter of hooves that came to a stop just outside the main entrance and they both heard a voice call out. "Ho, King Under the Mountain! Will you come out to greet an old friend?"

"Gandalf!" Bilbo cried and ran out to see the grey Istari, not noticing Harry quickly slithering away. He stopped when he saw who accompanied Gandalf. Thranduil—King of Mirkwood—was astride an elk with Prince Legolas and several other warriors nearby, all of them looked prepared for a fight. "Gandalf?"

"Bilbo! My dear boy, it is good to see you well. Where is Thorin?" the wizard asked, ignoring Bilbo's questioning tone and gaze.

"Here," came a gruff voice from behind Bilbo. "You are late, Gandalf."

"A wizard is never late, he arrives precisely when he means to."

"Aye, and you meant to arrive on Durin's Day and yet it is a day past that. Perhaps you forgot when Durin's Day is or perhaps you got lost and found some elves on the way. That doesn't change the fact that you're late." Thorin had his arms crossed as he glared at Gandalf and the elves, not moving beyond the walls of Erebor.

Gandalf coughed and said, "Yes, well, I was delayed."

"Elves enjoy delaying others, did they put you in a cell, as well?"

"Enough," Thranduil commanded. "You know what I am here for King Under the Mountain. Give me my gems."

"Are you so desperate for a few shiny stones that you would go to war over them?" Thorin sneered back, taking in the fully capable and armed warriors ready to pull out their weapons at any moment.

"I seem to recall you having your own shiny stone you were rather eager to reclaim. Those gems belong to me and I will have them."

Thorin gestured behind him and Dwalin emerged from the shadows carrying a medium-sized chest. "Here you are, Your Majesty." Dwalin grunted and threw the chest out of Erebor where it landed at the hooves of Thranduil's elk. The chest burst open, glittering silver gems of starlight spilled out across the dirt causing all the elves to intake a sharp breath at the sight of the only stones an elf would care about.

"You have your gems, now go," Thorin commanded.

Thranduil bowed his head, "Very well."

The elf warriors dismounted from their horses at a gesture from their king and started gathering up all the spilled gems. Gandalf also dismounted and moved closer to the gates of Erebor. "Thorin, how did you defeat Smaug? The people of Laketown say they didn't see or hear anything?"

"We didn't," Thorin shrugged.

Thranduil's head snapped up, "It died in its sleep?"

"No."

"Smaug is still alive?" Thranduil then shrieked, his elk backing away a few paces.

"No." Thorin smirked and Bilbo rolled his eyes. Dwarves.

"Explain yourself, Thorin Oakenshield," Gandalf demanded, staff at the ready.

"It's quite simple. Someone killed Smaug before we arrived. Harry is quite peaceful and had no problems letting us have our home back." The newcomers all relaxed and half-drawn weapons were put away. "Now, if you don't mind, I request that you leave. I have no fondness for elves near Erebor."

Seeing that all the White Gems of Lasgalen had been located and rescued from the soil, Thranduil inclined his head and turned the elk away—his entourage following. They didn't get very far before the ground started to shake and huge worms burst out of the small hills just past the ruined city of Dale. Everyone stared in horror at the sight that quickly grew worse as the worms retreated to be replaced by a slowly growing army of orcs and goblins.

"Summon the army," Thranduil ordered and added, "Warn the Men of Laketown."

Two warriors split off and raced in the direction of Laketown. "We will convene in Dale," Gandalf said before he, Thranduil and the rest of Thranduil's warriors sped off to the ruined city, ready to defend if the army decided to attack before re-enforcements could arrive.

Thorin, Dwalin and Bilbo went back into Erebor, shouting for the others as they made their way to the armoury. The situation was hurriedly explained as the dwarves armed themselves—Thorin giving Bilbo a mithril shirt to protect him. As his companions all readied themselves, Bilbo slipped the shirt on under his vest and then went to inform Harry. He figured the basilisk would want to know the situation.

As soon as Bilbo appeared, Harry asked, "What's wrong?"

"Army," Bilbo panted in response. "Orcs and goblins advancing on Erebor."

Harry hissed and set off in the direction of the gates of Erebor, "I will take care of them."

"You don't have to," Bilbo felt obliged to say. He had become friends with the basilisk and knew that Harry was essentially a peaceful being.

"Erebor is my home. I shall not lose my home again."

Bilbo sighed—knowing it would be hopeless to try and dissuade Harry—and instead ran after the giant snake as quickly as his little legs could take him. Harry was already past Dale when Bilbo arrived at Erebor's gates, the rest of the Company—barring those still in Laketown—were already there and staring after their new basilisk friend.

The snake was weaving his way across the plains; tongue flicking out to guide him as they could see his eyes were still closed. The orc and goblin army watched the approaching serpent in confusion, clearly unsure if he was friend or foe. They were quickly informed of Harry's alignment when the basilisk reached their ranks and opened his eyes. Warriors dropped dead as they met the yellow stare of a basilisk.

Harry hissed—the sound carrying over the plains, through Dale and all the way to Erebor. He opened his mouth wide, fangs dripping with venom as he swooped down on the front three lines, catching them in his mouth as venom flew out. Those hit with even the smallest drop of the potent basilisk venom started screaming as their flesh was melted away.

Harry repeated the process several times as the army was completely decimated. Any attempts to fight back had been reflected by the basilisk's impenetrable scales and strong tail. When the army was down to a quarter of its original force, Azog the Defiler emerged accompanied by Bolg and his own contingent of orcs.

They stood across from each other, Harry shutting his eyes for the moment. "Join us," Azog invited. "Our Master could use someone like you and you could cause chaos wherever you went."

Harry's eyes flashed open and Azog dropped dead along with those surrounding him. "I think not," the basilisk informed Azog's dead body. "I prefer a peaceful life and you seemed rather intent to destroy my home."

I am so glad he's peaceful, Bilbo thought as he watched the complete and total destruction of the army Harry faced. I am so glad we didn't have to fight him, we wouldn't stand a chance.

Gandalf was riding up to them now, disregarding his own words saying they would convene in Dale. "What is that?" he demanded as soon as he was within hearing distance.

Thorin raised an eyebrow—all cool and collected as though he hadn't been staring wide-eye and slack-jawed at the basilisk's attack, "Harry," he replied simply.

"That," Gandalf pointed his staff in the direction of Harry, "is Harry?"

"Yes."

"You didn't think to mention he was a giant snake capable of destroying an army?"

"You didn't think to ask," Thorin crossed his arms. "And we didn't know what he was capable of, just that he killed Smaug and decided he liked Erebor."

"And you let it stay in Erebor?"

"We came to an agreement."

Gandalf leaned on his staff, "What sort of agreement?"

"Surely that is between the dwarves of Erebor and Harry?" Thorin's eyebrow went up again, "It does not require your meddling, Gandalf. No matter how much you may wish to meddle."

Harry hissed pitifully as Bilbo watched over him. "Don't eat orc and goblin," Harry advised seriously. "They do not taste good, not at all. Especially when combined together and wearing armour. Bad Idea. Very, very bad idea."

"I'll be sure to remember that, Harry," Bilbo patted the scales he could reach on Harry's neck comfortingly. "Thank you, though, for fighting when you could have stayed away."

Harry snorted, "Erebor is my home. I could no more allow it to be overrun by evil than your dwarf friends could. Besides, I've always had a 'saving-people thing' I think. If people need help, I'll help."

"I do believe Thranduil fainted when he saw your help," the hobbit chuckled at the tale of the fainting elven king Kíli had told them when he, Fíli, Bofur and Óin finally arrived at Erebor. Harry shrugged as much as a snake could shrug and settled into a more comfortable position. They lapsed into silence, each lost to their own thoughts as they relaxed inside the entrance to Erebor—their favourite spot as it combined both the coolness of the mountain behind them and the warmth of the land in front.

Thorin's coronation as King Under the Mountain was today. Dwarves had been streaming through Erebor's gates for the past week as Erebor was made habitable by dwarves again. The treasure room had been organised (though they had left a patch undisturbed for Harry who had grown used to sleeping there) and the statue of Smaug had been moved outside. It stood in front of the gates as a warning to all enemies of the Lonely Mountain—it had fended off a dragon, what hope do you have?

Bilbo had been puttering about the base of the statue, starting to create a little garden in the shade with an eager Kíli following behind him. Sometimes a large snake would be coiled around the base of Smaug—though never on the garden, Bilbo was terrifying when someone interfered with his plants. Sprouts were just coming up out of the ground when Thorin's coronation arrived and Bilbo directed Harry to encircle the precious plants so that no idiotic dwarf feet could crush any of the fragile seedlings.

None of the passing dwarves paid any attention to the large snake—thinking it was simply a part of the very impressive dragon statue. Many wondered what the cordoned off area in the throne room was for, most assumed that the empty space would be filled with tables laden with food and drink for the inevitable party after the coronation. What they did not expect was to see the giant snake statue from the base of the dragon statue slither in—completely alive and most definitely not a statue—to take up a position within the cordoned off area. The serpent's eyes were closed as it angled its head towards the throne where Thorin Oakenshield—King Under the Mountain—would appear. The little hobbit grinned up at the large snake and settled in his own chair next to the beast.

During the revelries after the coronation, the question was asked by Dáin—Lord of the Iron Hills—and very simply answered by Thorin. "So, what's with the giant snake?"

"That's Harry, he's sharing Erebor with us."

For those who wanted more information on this 'Harry', they had only to seek out Ori or Balin to receive the full and only slightly embellished story. So invested were they in the food, drink and snake, none of them saw the basilisk slip away—leaving them to wander how such a large creature could be so stealthy. Bilbo followed after Harry—having had enough of dwarf table manners—and found him near the fledging garden. "We should probably find another way to keep the plants safe. I can't expect you to always be here, after all." Bilbo said quietly as he came up next to the basilisk.

"There is, perhaps, something I could do." Harry replied softly. "An invisible barrier would be more preferable to a fence, would it not?"

"I suppose, although I would need a way to get past that barrier and tend to my plants."

"It is simple enough, I will create a rune ward that you can activate and deactivate. When it is no longer required, it can stay deactivated or I can remove it altogether."

"I would like that, Harry, is there anything you need from me?"

Harry shook his head, "No, though you may want to close your eyes."

Bilbo nodded and closed his eyes, he felt the air fill with an energy unfamiliar to him and knew that It was Harry's barrier coming into existence. He opened his eyes when Harry declared he was finished. There was a slight hum in the air but nothing seemed changed. Except, "Your eyes are green," he noted.

Harry hummed, "Perhaps it is when I perform magic from my previous life that my eyes return to the way they were before. After all, basilisks cannot cast magic."

"Your previous life?" Bilbo questioned, curious.

"Yes. I was Man before I was basilisk but that was long ago, and the memories are almost gone."

"I see, do you remember how you became a basilisk?"

"I was bitten by one and saved by a phoenix. When I tried my people's way of transforming oneself into an animal, I became a basilisk and could not turn back. That world is gone now and the Valar have placed me here as my second chance at life."

Yellow started to bleed into Harry's eyes and he quickly shut them again. Bilbo smiled and leaned companionably against Harry's scales. "Well, I, for one, am very glad you came here. I was not looking forward to battling a dragon. Now, show me how to use this barrier of yours."

Harry laughed and did as he was told. The two worked happily as the sounds of the dwarven celebration echoed through the stone passages to them and they softly chattered about inconsequential things. Kíli joined them after awhile and Bilbo and Harry proceeded to fill his brain with all things gardening. All was well that night.

Author's Notes: Thorin may have seemed OOC however, he doesn't have the sickness from the Arkenstone clouding his mind and is therefore more capable of reason. He still hates elves.

The battle was kinda shortened and I completely disregarded the second wave and the dwarven army and everything, sorry about that to anyone who got annoyed at.

Only slight hints at MoD!Harry but that's what he is, he just didn't tell anyone this time around.

Regarding Gandalf being OOC, I've been reading fics where he's not portrayed in a very nice light and that ended up bleeding into this fic. Whoops!