Bilbo Baggins trudged wearily down the forest path, thinking (not for the last time) of home and the fire and his teakettle. Why oh why had he ever come on an adventure? Hobbits are meant to stay at home in the Shire, and never have any adventures or do anything unexpected. Next time, Bilbo told himself angrily, just tell that Tookish side of you to hush up and mind its own business! Bilbo's hand went to his pocket, where he kept the ring he had found in the goblin caves. He shuddered as he thought back to the event in question. The Gollum (As Bilbo had decided to call him because that was the sound he made sometimes in the back of his throat) had seemed to want it pretty badly, and Bilbo had nearly lost his life over it. However, the ring had also saved his life, and it might come in handy sometime in the future, especially if he was to be posing as a burglar.

"C'mon lads, let's stop for a breather, shall we?" Thorin said in his deep booming voice, and it seemed to shatter the silence of the dark wood like a rock would a piece of glass. Bilbo gratefully flopped onto the ground, too tired to even ask about eating. The dwarves, however, were not too tired to think about their grumbling stomachs, and they began to call to each other (rather louder than Bilbo should have liked) about how much food was left in each of their packs. The result was not cheering in the least. Except for a few mouthfuls of Cram and a little water, there was nothing left at all. Thorin looked very grave. He hoped he looked wise and pondering, as though he had a plan of action formulating in his mind, although, in truth, he had no idea in the slightest what they were to do. Then, Bilbo said what everybody was thinking but no one had voiced.

"I wish Gandalf were here." The dwarves all uttered hearty (or as hearty as they could under the circumstances) agreement.

"Indeed! I don't see why he had to leave, especially now."

"Yes, rather rough leaving us just when our peril is growing to the greatest"

"He might as well have not come at all as left us when we needed him most."

Thorin's booming voice once more brought everything to order.

"You forget, friends, that without Gandalf we should not have gotten even this far! For if it were not for the aid of Gandalf we should have ended up as troll food, or goblin slaves, or (once we had gotten ourselves out of these messes) ended up burnt to a crisp, and also without the food or aid of good Beorn! Nay friends, do not forget yourselves and begin blaming Gandalf for all our troubles, for if it were not for him, we would not even be here to think of our empty stomachs." Everyone now fell silent, each to his own thoughts. It was decided upon that they would sleep here tonight, and then tomorrow they would continue through the woods as planned, because the other side of the wood must be closer than the side they had entered. After eating the last crumbs in their bags, they all lay upon the ground, almost forgetting to put a watch. Right before he fell asleep, Thorin called to Bilbo,

"Baggins, you take first watch." He said with a yawn. "Wake me up later and I'll take over."

"Well how do you like that?" Bilbo said to himself, "put the hobbit on sentry duty! Wake me up later, pah! How easy do you think that will be?" He slumped wearily onto a stump, still muttering to himself about how he did everything on this trip and it was always the burglar who got left behind. As the darkness in the forest grew, he looked uneasily about him and the dense tangle of brush and undergrowth on either side of the trail. Every now and then, there was a rustle or a snapping of a twig, or a fluttering or squeaking. Bilbo jumped as some twigs and leaves came fluttering down onto his head, knocked loose by some creature in the overhead branches. Worst of all were the eyes: Red, yellow and green eyes, all peering at him out of the darkness at the side of the path. Bilbo shivered and drew his cloak tighter about him, wishing his turn was over or that someone else was awake. I don't see much point in keeping a watch, Bilbo said moodily to himself, it's so dark in here I can't even see my hand in front of my face.

Bilbo waited tensely on his stump for what seemed like days (although in reality it was only about two hours). He was just about to go and wake one of the dwarves, when suddenly, he saw a light off in the distance. Not on the path, but up along it, out in the woods. Bilbo squinted his eyes to try and make it out better. It was a little red twinkle, like that of a fire, way off in the distance. In a flurry of excitement, Bilbo went to wake the others. Shaking Thorin, he tried to get him to stir. After a moment, Thorin moaned and swatted Bilbo away.

"Thorin! Thorin! Wake up!" Bilbo hissed urgently, terrified lest the light should go away.

"What is it Baggins? Is it my turn to watch?"

"No! Light! Light! There's a light!" Thorin moaned again and rolled over.

"You need some rest. You're beginning to see things. Go wake Kili." Bilbo glared at Thorin for a moment (not much good, as it was black as pitch in the forest except for that distant twinkle), then turned to the next dwarf (In the dark, he was not sure who it was, but he thought it was Balin).

"Wake up! There's a light down the path!" All Balin (if that's who it was) did was mumble something about how Bilbo was dreaming and to go wake someone else to take over the watch. This process was repeated with four other dwarves, all of which gave the same response, that Bilbo must be dreaming and to go and wake one of the other dwarves to take his watch. Bilbo stood in the centre of them, hands on his hips, once more thinking of home and his fireside (not for the last time). He was about to give up, when he looked back down at the twinkle, and thought of a warm fire and food. Then, with renewed determination, he stomped his foot and shrieked,

"Up! Get UP! There is a LIGHT down the path, and we are going to go see what it is!" At this shriek, several of the dwarves leapt up, attempting to shush him. "I will not be quiet!" Bilbo said, still in a rather loud voice, for by this time he was much vexed. "If you would only listen, you would see that there is a light down the path, which very well might be a fire of some sort, and I want to go check it out! Goodness, anyone would think you had fallen in the enchanted stream with Bombur, the way you lot sleep!" Now, everyone was up, and had seen the light. Some thought that it would be too dangerous to go see what it was, for it could be anyone, and others though there was no harm in just looking. In the end, however, hunger and curiosity won over, and the thirteen dwarves and one hobbit set off down the path towards the light, stumbling and making a good deal of what Bilbo called "Dwarvish racket". Eventually they drew level to it, and stood staring off into the woods at what were now quite obviously torches and bonfires. There was also he sound of harps and fair singing voices, as if there were some party or feast going on.

"It appears as though my dreams were coming true!" breathed Bombur, and he was all prepared to rush off the path into the woods toward the light. The others, however, remembered all to well the warnings of Gandalf and Beorn.

"A feast would be no good, if we never got back alive from it," said Thorin.

"But without a feast we shan't remain alive much longer anyway," said Bombur, and Bilbo heartily agreed with him. They argued about it backwards and forwards for a long while, until they agreed to send out a couple of spies, to creep near the lights and find out more about them. But then they could not agree on who was to be sent: No one seemed to be anxious to run the chance of being lost and never finding his friends again. In the end, it spite of all warnings (mostly because Bombur kept telling him about the good things that were being eaten according to his dream), they all plunged into the forest together.

After a good deal of creeping and crawling (and a good bit too much dwarvish racket in Bilbo's opinion), they peered round the trunks into a little lighted clearing. There were many people there, elvish-looking folk, all dressed in green and brown, sitting on tree stumps in a great circle. There was a fire in the centre of the circle and there were torches fastened to some of the trees around the perimeter of the clearing. And most splendidly of all: Everyone was eating! There was food set on the ground, and oh such food! There was bread, and cheese, and fruit, and honey cakes, and all manner of good things, and some things that they did not recognize. There were also great goblets of rich red wine, and cooling cider. The food was so enticing and the elves looked so merry, that (without even consulting one another) they rushed one and all into the clearing.

No sooner had the first one stepped into the clearing then all the lights went out as if by magic, and someone kicked the fire and it went out with a shower of sparks. They were once more plunged into blackness, and for a long time could not even find each other. After blundering frantically in the gloom, falling over logs, bumping into trees, shouting and calling so they must have waked everything in the forest for miles, they eventually located each other by touch. By that time, of course, they had lost all sense of direction and were completely confused, with no hope of finding the path (at least till morning). There was nothing for it but to settle down for the night and wait for the darkness to lessen somewhat, then they might be able to find the path. They had not been sitting long, however, when Dori, whose turn it was to watch first, whispered,

"There's more lights over there." Up they all jumped. And, sure enough, there were the bright twinkling of scores of lights, not far off. They crept slowly towards them, all holding hands in the darkness. When they had once more come to the edge of the clearing, Thorin said,

"Now, there'll be no rushing straight in like before. We'll send in the burglar to reason with them first. I hope they wont do anything nasty to him." With this reassuring thought ringing in his ears, Bilbo was shoved out into the clearing before he even had a chance to put his ring on. The lights went out again, and all the elves disappeared. And if it was hard for the dwarves to find each other before, it was even worse now. After several minutes of frantic searching, they gathered themselves up in a little bunch, counting themselves by touch. But they simply could not find Bilbo! They shouted for him again and again, calling his name and a good many other things not quite inviting to poor Bilbo. In the end, they stumbled upon him completely by chance (literally stumbled: Dori tripped over him in the dark). He was sleeping in a little ball on the ground, and he took some waking too. When they finally got him awake, he was not very happy about it.

"I was having the most lovely dream," he said, "I was at a feast and there were wonderful things to eat."

"Hoi, you're sounding just like Bombur! What good is a dream feast? You can't really eat it and you only feel worse when you wake up." The dwarves grumbled. Once more, they all sat down on the ground, preparing to spend the night.

The night must have been getting old when Kili (who was on watch) woke them all.

"There's a regular blaze started up just a little ways away. There must be hundreds of torches and fires. And hark to the harps and the singing!" They strained their ears, and, sure enough, there came the sound of sweet singing. Now, you may be thinking that the dwarves surely must have learned their lesson by now: but they had not. It's very difficult when you're sitting in the pitch black of the woods not to make for any and every light you see, especially if you know that with every light, there is a great feast. So, they got up again and made for the light. The result was disastrous. The feast was even merrier and bigger this time, and at the head of the long line of feasters was an elf king, a crown of leaves in his hair and a golden goblet in his hand. There were songs of revelry being sung, and everyone was feasting, and laughing and talking. Then everything fell silent in the middle of a word as Thorin stepped into their midst. Out went all the lights. The fire went up in a column of ash and smoke, getting in everyone's eyes and making everyone cough, and once more the wood was filled with their clamour. Bilbo was running round and round (so he thought) calling all the dwarves by name at the top of his voice.

"Dori, Nori, Ori, Oin, Gloin, Kili, Fili, Bombur, Bifur, Bofur, Dori, Dwalin, Balin, Thorin Oakenshield!" He cried, mentioning one name twice as panic rose in him. Somewhere else in the dark he heard the others calling the same names, with an occasional Bilbo thrown in. But these cries were gradually getting quieter and eventually faded out all together, and Bilbo found himself completely alone in the silent wood.

It was one of his most miserable moments, but he soon made up his mind that it was no good trying to do anything until morning came bringing a little bit of light. So, he sat down with is back against a tree and fell to thinking (not for the last time) of his hobbit hole and home.

Bilbo suddenly felt something damp and sticky touch his left hand, and he opened his eyes. Looking behind him, he saw a huge, horrid spider, attempting to tie him up with tough strands of web. Bilbo drew his sword with a flash and plunged it straight into the spider's bulbous glowing eyes. With a horrible hissing shriek, the spider rolled onto its back and lay still. Bilbo sat for a moment, shivering in terror and nervousness. His blade glowed blue with the pleasure of the kill, and it cast its pale light onto Bilbo's lap. Once he got over his shock, he tried to get up. He then noticed that the spider had already bound his legs with the sticky twine. One slice with his sharp knife split the twines, but peeling them off was another matter completely. He eventually got it off and was able to stand, although somewhat shakily. He looked around him and realised that the dim grey light of the forest-day was around him, and he could once more make out the trunks of trees stretching out in every direction. You may have thought this would have frightened him a good deal, but the killing of a giant spider, all alone and without the help of dwarves or a wizard, had caused a great change in Bilbo. He felt a different person, bolder and stronger. He wiped his sword on the grass of the black blood that covered it, and then sheathed it, saying to it,

"I shall give you a name. I shall call you Sting." After that he set off in the first direction he turned to search for the path and the dwarves, who could not be very far off. As he did not feel it very safe to shout, Bilbo slipped on his ring and went quietly along, searching for his friends. Now perhaps you will recall how luck had often come through for Bilbo. It once more came with Bilbo, and somehow led him in the right direction (at least to his friends, but without them he probably would not get very far). He picked his way stealthily for some distance, worry and tension mounting in his chest as thoughts crowded his mind about what would happen if he did not find his friends and the path. All of a sudden, he noticed a place of dense black shadow ahead of him; black even for this forest, as though a patch of midnight had not been cleared away. As he drew nearer, he saw it was made of dense black spider webs, of the same kind the spider had been trying to tie him up with. Then he saw too, the spiders, huge and horrible, sitting on the branches over head, and despite the fact that he was wearing the ring, he shivered with apprehension lest they should find him. He hid behind a tree for a while, watching the spiders. Then he realised, with a shudder of disgust that the loathsome creatures were speaking to each other! Their voices were a sort of hissing, creaking whine, like a hinge that needs to be oiled, or a snake that has been stepped upon and is not pleased about it, but Bilbo found he could understand them. Then Bilbo realised, with a thrill of horror, that they were talking about the dwarves! Their conversation went something like this (although I have left out a good many of the hissing and spitting and loathsome sounds that they frequently made):

"It was a sharp struggle, but worth it" said one. "What nasty thick skins they have, but I'll wager there's good juice inside."

"Aye" said another, "They'll make fine eating, when they've hung a bit."

"Don't hang 'em too long" said a third "They're a bit on the thin side. Not been eating to well of late, I'd say.

"Kill 'em I say!" hissed a fourth (you may be sure Bilbo shuddered when he heard these words), "Kill 'em and hang em dead for a while."

"They'll be dead now, I warrant." Said the first.

"That they are not! I saw one moving just now. Just waking up after a beautiful sleep, I'll wager. Here, I'll show you." The fat spider ran along a rope until he came to twelve bundles hanging in a row from a high branch. Bilbo was horrified as he noticed these bundles for the first time, for he realised these must be his friends. In the shadows, he caught a faint glimpse of a nose or a foot or a bit of a beard sticking out between the spider thread that bound them all up.

The spider went to the fattest of these bundles and nipped hard at a nose that stuck out. There was a sharp but muffled yelp, and a foot shot out and landed a solid kick in the spider's fat belly, sending him toppling off the branch. The other spiders all burst into hissing laughter at seeing their companion tumbled thus.

"You were right!" They shrieked, "You were right! They're alive and kicking!" And the spiders rolled about, nearly losing their perches on their branches in their mirth. The fallen spider clambered sulkily onto the branch, shooting a glare at his companions. He came back to the bundle, his bulbous eyes glowing menacingly.

"I'll teach the little fly to kick me!" He hissed angrily. Bilbo decided that now was the time to do something. He could not climb up to them and he had nothing to shoot them with, but looking around, he saw piles of fine stones lying about everywhere, and clutching a fair sized one in his small hand, he hurled it at the spider who was just preparing to drive his teeth into the bundle, knocking him neatly off the branch (Bilbo had always been a wonderful shot, and had practiced a lot back in the Shire as a boy, and even as a grown-up). The next stone went whizzing through a web, killing a spider that sat in the centre of it. After that there was a good deal of commotion, and the spiders forgot the dwarves for a bit, and with good excuse.

The spiders could not see where Bilbo was, but they had a pretty good idea of his direction by where the stones were coming from. They all rushed over towards him in a rage, prepared to kill him on the spot for invading their home thus. They flung out sticky threads, hoping to ensnare Bilbo.

It was Bilbo's plan to lead the spiders away from the dwarves, making them curious, frightened and angry all at once so they would follow him for a good distance, then he would double back and set the dwarves free while they were all away. When he first saw them coming, he had danced away and was now on the other side of the grove of webs. He thought quickly of some rhyme to further infuriate the spiders, and also to let the dwarves hear his voice.

Old fat spider spinning in a tree!
Old fat spider can't see me!
Attercop! Attercop!
Won't you stop,
Stop you spinning and look for me!
Old Tomnoddy, all big body,
Old Tomnoddy, can't spy me!
Attercop! Attercop!
Down you drop!
You'll never catch me up your tree!

I don't suppose you have ever had an invisible person running around you home, throwing stones at you and calling you insulting names, but it is possibly the most infuriating thing possible, especially if you are a short- tempered person like a spider and the only strangers you are used to having in your home is dead ones which you shortly plan to eat for dinner. The spiders rushed in the direction of the invisible voice, more enraged then ever. Every spider in the place was after him now: some dropped to the ground, others raced along branches, swung from tree to tree, or cast new ropes across the dark spaces. They made for Bilbo's noise far quicker than he had expected, and he began to be frightened. Off he rushed to a fresh place, but some of the spiders had gone to different points in the glade and were now hurriedly spinning webs between the trees, cutting off exits. Very soon, Bilbo would be trapped in a cage of webs, full of angry spiders, and, ring or no ring, he would eventually be caught. Standing now in the middle of a drove of hunting and spinning insects, Bilbo plucked up his courage and began a new song.

Lazy Lob and Crazy Cob
Are weaving webs to wind me.
I am far more sweet than other meat,
But still the cannot find me!
Here am I, naughty little fly;
You are fat and lazy
You cannot trap me, though you try,
In your cobwebs crazy! With that he turned to find the last open space had been closed with a web: luckily not a very good web, only a few strands of spider-twine thrown hastily across the gap. Out came his sword. He slashed three threads and went off singing. The spiders saw a sword (although I don't suppose they knew what it was) and came rushing after Bilbo, almost choking with rage, foaming at the mouth, their eyes popping and screaming in hoarse voices at him. They followed him into the forest until Bilbo had gone as far as he dared. Then, quiet as he could be, he crept back to the webs. He had little time he knew, before the spiders gave up the chase and came back, so he had to hurry. He quickly decided to climb up to the branch where the dwarves were hanging and cut them loose. This was much easier said than done: the hardest part was getting up to the high branch from which the dwarves dangled. He had to climb on of the sticky webs, and it hurt his hands horribly. Eventually, he got up to the branch and inched carefully along to one of the dwarves (Fili or Kili by the tip of the blue hood sticking out from the web). Leaning uncomfortably far out, he managed to cut most of the sticky thread binding the dwarf. Then, with a kick and a struggle, Fili emerged and was helped by Bilbo up onto the branch. He was feeling very sick from the spider poison and from being hung upside-down all night long and being wound all around with spider thread with only his nose to breathe through. Between them though, they managed to most of the other dwarves onto the branch, and most were worse off then Kili. Most of them had been hardly able to breathe, and some had been poisoned.

In this manner they rescued Kili, Bifur, Bofur, Dori and Nori. Poor old Bombur was so tired (also he was the fattest so he had been pinched and poked a good deal) that he just rolled off the branch and fell plop onto the ground, and he lay there very still. There were still five dwarves hanging from the branches when the spiders returned, more full of rage then ever.

Bilbo immediately went to the end of the branch, forgetting that he had taken his ring off to rescue the dwarves and had not put it on again. The spiders saw him and began to splutter with renewed vehemence.

"Now we see you, you nasty little creature! You'll not escape this time! We'll eat you and leave you bones and skin hanging from a tree! Oho, he's got a sting, has he? Well, we'll get him all the same, and then we'll hang him head downwards for a few days!" and they all rushed forward, vengeance filling their hateful bulbous eyes. During this, the freed dwarves had been helping to release the others, and they were now all free. What would happen now was uncertain: they had caught them pretty easy the night before, but they had been unawares and in the dark. Now there looked to be a horrible battle.

Bilbo saw that some of the spiders had gathered round Bombur and were tying him up again and dragging him away. Bilbo gave a shout and slashed at the spiders in front of him, and they quickly gave way. He clambered down and rushed forward. This was something new in the way of stings to the spiders, and several of them were killed before the others drew back and left Bombur to Bilbo. "Come down! Come down!" Bilbo called up to the dwarves. "Don't stay up there and be netted!" The dwarves obeyed and scrambled down as quickly as they could in their condition. They all stood in a little knot, back to back, looking fearfully at the hundreds of spiders that surrounded them, frothing with anger and intent on death. It looked pretty hopeless. Then the battle began. Some of the dwarves had knives, some had sticks, and all could get at stones, and of course Bilbo had his Sting. Again and again the spiders were beaten off, and many of them killed. But it could not go on for long. The dwarves were all in very weak condition, and Bilbo could not hold them off by himself, and he was quickly tiring. Already the spiders had begun to weave a trap of webs about them, preventing escape. Then Bilbo hatched a desperate plan. However, to do it he would need to use the ring, and he was rather sorry to have it's secret known. However, this was no time to hold back, so he shouted to the dwarves,

"I'm going to disappear," he said, "and try and draw them off if I can. You must run in the opposite direction, to the left there. That is more or less the direction which we last saw the elven campfires." It was difficult to make them understand, with their dizzy heads and the noise all around and the pressing spiders, but at last Bilbo saw he could delay no longer. He slipped on his ring and, to the great astonishment of the dwarves, vanished.

Soon there was the sound of "lazy lob" and "attercop" off to the right, and this upset the spiders greatly. Some immediately went rushing off in the direction of the sound. "Attercop" made them so angry that they lost their wits. Balin, who had grasped Bilbo's plan better then the rest, then led the attack. With a shower of stones, they flew at the spiders on the left and quickly broke through the ring. Away behind them now the shouting and singing suddenly stopped.
Hoping desperately that Bilbo had not been caught, they continued to run for their lives. Not fast enough however, as they could only go somewhere between a stumble and a wobble, even with the spiders close behind them. Every now and then they had to turn and battle off the creatures that had already overtaken them. All of a sudden, Bilbo appeared at their side again.

"Go on!" He cried, "Go on! I will do the stinging!" And he did. He darted to and fro, slicing, stabbing, hacking, stinging. The spiders swelled with rage, spluttering and frothing, hissing out horrible curses. They had come to be mortally afraid of that sting, and dared not come near, but there anger drove them forward. It was a terrible business, and seemed to take hours. But at last, just when Bilbo felt he could not deliver another stroke, the spiders gave up and retreated back to their dark colony and chased them no more.