Later that night, Maleficent laid on her side on top of a patch of hay while her godsons were not that far away; Fili had his back turned towards the she-elf, and Kili was snuggled in next to her. Outside, the skinchanger, Beorn, was in his bear form as he roamed outside the house while scouting his territory. Eventually, he changes back to his strong manly form before beginning to go back to the house and nobody notices him entering, except for Bilbo.