The journey from Beorn's house to Mirkwood was no easy distance by foot, however, on pony, it enabled the company to look on the beauty of the region in relative comfort, a respite from the high-strung anticipation of orc attack that had followed them since the confrontation outside the goblin den. The company kept their eyes moving however, looking for any signs of danger that may appear. Thorin was apprehensive ever since the attack outside the Misty Mountains. His shoulder was healing well, thanks to Gandalf and though it was still sore, he ignored the discomfort and focused all his energy on getting to the gates of Erebor before Durin's Day, which was quickly approaching.

Bilbo gazed upon the land high upon his pony. He missed Myrtle, his old pony companion, and he wished he had more time to develop a bond with this one as well. He stroked her majestic locks fondly, trying to send her a message giving her thanks for carrying him. The fields stretched in expanse on the horizon and far in the distance he could make out a dark line which suggested the location of Mirkwood. The company traveled in silence, due to the deadline which hung over them so closely, the desperation to reach Erebor's gates and possibly make their homes there again. As Mirkwood loomed closer, Bilbo sensed it was neither as grand nor beautiful as he was expecting it to be, as it was told in the tales and stories. He was excited to see more elves; however he knew that his fellow companions would scarcely feel the same positive anticipation. As a gust of wind rushed from the direction of the forest, He smelled something strange emanating from it. It smelled not of fresh greenery or that healthy dampness that accompanies a forest haven, but a smell of rot, a faint odor that Bilbo, coming from The Shire, land of gardens and farmland, and of beautiful woods, found unfamiliar and unwelcoming. He pulled his pony up to Gandalf's horse and surreptitiously examined the wizard's face, trying to notice any sign that the wizard may have sensed something amiss as well. There was nothing. Gandalf pulled his mind from his thoughts, noticing Bilbo's proximity for the first time. "Bilbo, is there something you want to tell me?"

Though his thoughts had been of Mirkwood and foreboding upon entering it, Gandalf's question brought another thought to his mind, something that had been bothering him and that he had wanted to tell Gandalf as soon as he had found it: The Ring. The clearly magical ring that allowed him to pass unnoticed amongst goblins in the tunnels of the misty mountains, to escape the clutches of that wretched creature, Gollum. The Ring that may come to be so much of use when the time came for him confront the likes of Smaug, the Terrible, and perhaps, escape. Though he knew that it might be important to tell Gandalf, that he may learn more of the Ring's capabilities, something told him not to. The Ring was Bilbo's and no one else's business. Not even that of his wise friend, Gandalf. He could not chance losing something that he was growing so fond of. So Bilbo avoided that answer, and pulled his mind back to the reason he had wanted to be near Gandalf. "The forest, it feels sick."

Gandalf peered at the approaching forest, sniffed his large beaky nose and squinted as it, as though to read something in the distant boughs. A crease furrowed in his ancient brow. After a few seconds, he looked back down at Bilbo, smiling. "I forget the keen senses of Hobbits!" his face grew grave. "Yes, there is something amiss in the forest Bilbo, but that is nothing to fear. Mirkwood has always been a dangerous place. The woodland elves are not like Elrond's folk. They are less wise and friendly and more guarded and rash." Bilbo frowned. This certainly wasn't making him feel better about entering this unfamiliar territory. "My point is, my dear hobbit, is that the danger of this place is no more than it has ever been. " Gandalf meant to encourage Bilbo. The dangers they would face were most likely to be less lethal than the dangers behind them. And they could handle them.

As they dismounted, Gandalf instructed the dwarves to let the ponies free, to go back to Beorn's house where they would be safe. Bilbo thought to himself that this was odd- Elves wouldn't eat pony meat, and certainly they strayed beyond their woodland realm to defend it. Then realization hit Bilbo. The woodland realm was their defense. He gulped, fearing what may lie ahead. Gandalf remained mounted. "I am leaving you. There are affairs I must look to. I may see you yet in Erebor." The dwarves looked at him with shock and disappointment. Thorin was angered. The wizard only decided to tell him this now? He was counting on the Wizard's help in passing through the accursed elf- land. He quickly dismissed the rage with reason. Of course the Wizard has more important affairs to turn to. After all, Thorin trusted Gandalf with his life, and believed that his absence would not lead them astray. 13 dwarves should be able to pass through this measly forest.

Bilbo was not terribly surprised. No wonder Gandalf had attempted to ease his worry with wise words. Remembering what he had wanted to tell Gandalf, and realizing he probably should, and recognizing tht Gandalf would want him to be safe and therefore not jeopardize that, He approached the departing wizard. "There is something I wanted to tell you. Something I found in the Goblin tunnels." "Well," the wizard replied, "What did you find?" Bilbo gulped, and without thinking of the lie, only of the fear of losing his talisman to this unpredictable wizard, a fear that had been dismissed in his heart not 9 seconds ago, answered, "My courage." The wizard smiled. "That's good! You'll need it!" And with that, he departed with a meaningful glare. Bilbo stood, floored as the wizards robes rushed behind him as he rode off across the plain. The dwarves were gathering themselves before entering the forest. Thorin waited for Bilbo to join them, nodded to each of them, then stepped into the wood. The rest followed, one after another.

Kili's eyes were large, trying to take the enormity of the forest into account. Something made him feel extremely uneasy, and it didn't make him feel any better when Bilbo muttered to himself, for a second time, "This forest is sick." The dead trees suddenly transformed themselves into gigantic, bony arms whose wasted fingers spread clawlike around the path and toward the brown, dark canopy above. The dead leaves which clung to the twigs and to the forest floor appeard as curled bits of dried parchment, dead flesh. There was little greenery to be seen, except for the monstrous fungi that hung randomly and freakishly from the larger trees. It looked exactly like one of his nightmares. Kili gulped and looked to his brother, looking for some shared trepidation that would lend him comfort. The blonde shrugged, only understanding on his features, and stepped forward after the company. Fili was terrified as well,noticing all that Kili had, but he also wanted to give his brother courage, strength to fight the fear. The desire to protect was greater than the terror. He hid his racing heart under a composed face and walked on before Kili could see the dread that danced across his features. Bofur, who was behind Kili, patted him on the shoulder, knowing what the young dwarf was feeling. All the scary childhood stories made about such places were drawing to light in all the dwarves' minds, unbeknownst to Kili. He always thought he was the weakest one amongst such reputable dwarven warriors. He steeled himself. He must not show his fear. He had to prove to his uncle that he was an asset to the group, a brave dwarf, a skilled warrior. He looked back at Bofur, smiled with a confident grin, halfway convincing Bofur that the lad was in fact not scared. Bofur contemplated whether Kili was as reckless as his mother Vili had said, or if he was merely putting on a brave face. He decided he would leave the choice to be determined later. Kili faced forward, took a deep breath and followed his brother, still gazing around with guarded eyes.