Previously…

The passageway soon widened into a larger chamber and they found themselves approaching from behind an enormous hairy black spider, who had already encased Kili from his ankles to his chest in a tight, silvery-white silk cocoon. One of Kili's arms had slipped loose and hung limply. The beast expertly tucked it back up in and continued her task, unaware that she had company.

"How do we kill it?" Fili asked his companions, malice in a voice no more than a whisper. He had eyes only for his brother. Kili's face was pale in the dim light, and his eyes closed. His head lolled as the spider turned him to and fro with her ministrations.

Thorin felt a strong, protective pull in his chest at the sight of Kili in peril. It would only be a matter of moments before the silky substance would cover his nephew's face, and he'd no doubt begin to suffocate. Nearly crippled by blame and fear, Thorin admitted, "Fili, I have no idea."

Now…


Fili, Thorin and Gandalf watched from their hiding place behind a fallen rock as the giant spider secured the cocoon containing Kili into a giant web that lined the back wall of her lair. She hung it by a thick line of webbing two meters from the cave floor, as if he were a bird feeder or—Fili shuddered—a piece of drying meat. Blood was now visible seeping through the area that would have encased Kili's right shoulder.

"Uncle?" Fili whispered. "What do we do?"

"Gandalf and I will attack it—distract her. You get your brother down and out of here," Thorin lay a steadying hand on Fili's shoulder.

"Don't let her bite you," Fili looked at them both solemnly.

Thorin nodded. Then, with a war cry befitting the field of battle, he leapt over the rock and charged Rachne. Gandalf followed after, staff at the ready. The spider hissed and backed away protectively towards her waiting dinner.

Thorin swung his sword at her front legs, hoping to knock them out from under her, but it merely glanced off. Shoving past her a bit, he aimed a stab at her thorax. It wouldn't penetrate.

"Armored!' he yelled to his nephew and the Wizard. "Her entire body is armored!"

As Thorin strategically turned Rachne to face him, Fili moved from behind the rock, sword raised, to cut his brother down.

Gandalf's staff also made only glancing blows on Rachne's body. "We can't kill her like this, Thorin!' he told his friend.

"What about fire?" Thorin asked. "Will she burn?" He slowly backed towards the rock where Fili had left his torch. He put down his sword and picked up the torch, waving it in Rachne's direction. Both Thorin and Gandalf were dismayed to find she was not threatened. Thorin thrust the torch at her, touched it to her leg, body, but the fire wouldn't transfer. "By the gods, she's not flammable!"

Gandalf fumbled in his satchel, hoping to find something to turn the fight in their direction. Meanwhile, a metallic clang from behind her had Rachne spinning around. Fili had succeeded in cutting loose the cocoon, but in order to lower his brother, had to sheathe his sword. The cocoon has slipped, and in his haste to secure it, the sword clattered to the cave floor.

Rachne charged the meal-stealer without hesitation and Fili went flying backwards into her web with Kili still in his arms. His body slammed into the wall behind him with the force of her attack. He grunted in pain and desperation.

"Fili!" Thorin cried, as he saw the cocoon slipping from his nephew's grip. Rachne charged Fili again and Thorin and Gandalf were horrified to see that colliding with the wall a second time had dazed him. Fili slid limply down the wall, still trying to hold onto his brother, but was held in place by the sticky webbing. The cocoon slipped from his grasp and fell the short distance to the stone floor. Thorin and the wizard could see Fili was struggling to remain conscious as Rachne moved in, surely to bite and overpower him. He was helpless.

"I've got it!' Gandalf's hand shot from his satchel with a vial. "It's lamp oil, Thorin!"

"Yes!" Thorin exclaimed, accepting it from the wizard. He uttered a small prayer and tossed the meager contents onto the spider's thorax as she leaned in to bite Fili into submission. It hardly seemed more than a splash, but when he touched his torch to it, fire blazed and caught.

Rachne let out a high-pitched screech that pierced their ears. She spun again on Thorin and Gandalf, prepared to charge, but quickly became disoriented as the flames spread down her back and legs.

Thorin gave her wide berth as he approached his nephews. "Fili!" he cried, palming both sides of the blonde's face. "Speak to me!"

"I'm-I'm all right, Uncle," Fili said weakly. "Get me loose?"

Thorin used his dagger to cut Fili free of the webbing as Gandalf kept a vigilant eye on the flailing, screeching arachnid.

"Can you walk, nephew?" Thorin asked Fili, who nodded with determination. Thorin knelt by the cocoon, and used his bare hands to tear the webbing away from Kili's face so the youth could breathe. When finally unveiled, the brunet's skin was flushed. Blood ran sluggishly from a wound on his temple at his hairline.

"I've got Kili," Thorin told the older sibling. "Let's go!" He slung the cocoon easily over his shoulder.

Kili picked up the discarded weapons and torch and followed his uncle from the cave as Gandalf stayed slightly behind, watching Rachne's death spasms with sick fascination. He wondered just how many more giant spiders were holed up in Mirkwood, waiting to feed.

Once they were above ground, the travelers regrouped. Fili, winded, and rather dizzy, sat down on a tree stump, head in his hands. "We need to get that stuff off of him!" he told the others.

"More importantly," Gandalf suggested, "we need to get him to Radagast for some treatment. He's been poisoned, Fili."

The blonde nodded, eyes filled with concern as he got to his feet.

"It's not far from here," the wizard informed them.

"Then lead the way, Gandalf," Thorin insisted, clinging tightly to his injured nephew. "I can't lose him. If he dies, it's my fault."