The group sets off on their journey which takes many days before they arrive at the Mirkwood. Bilbo notices a bear-shaped shadow following them which Gandalf confirms is Beorn on the last day of their journey.

Gandalf announces that he has to leave which the group groans about. He warns them not to stray from the path. The dwarves are upset that now, at the edge of the Mirkwood, they have to release their mounts as promised. But Gandalf tells them they better keep their word because having Beorn as an enemy is a worse fate.