Authors Note: Thanks guys! Enjoy! Things are about to get serious!

Freya woke first as the light streamed in through the slats of the wood on the side of the house, she stirred in Kili's arms and he grunted and rolled over releasing her. She stood up and stretched looking around at her fellow dwarves all sleeping peacefully, she smiled fondly at them, then turned and began packing her bag. Slowly all the rest of the dwarves began to rise and get ready for the road ahead, supplies were gathered and water containers filled. Freya walked over to Gandalf and saw that he wasn't as prepared as the rest of the party. "Have everything ready Gandalf?" Freya asked.

"Sort of my dear, I will go with you all a little ways in to Mirkwood but then I shall have to take my leave." Gandalf said putting a hand on her shoulder.

"But-But why?" Freya said looking in to the old mans grey eyes.

"I was never meant to come this far with you all and I have other things that need to be done." Gandalf said picking a small strand of hair out of Freya's face.

After all was ready they Thorin gathered them all outside for a word, "Now these woods have changed over time they are full of danger so we must stick together, and stick to the road." All the dwarves nodded and Freya looked into the woods and shuddered, she felt Kili put a hand on her shoulder for encouragement. Beorn rounded the corner with 14 ponies and a horse.

"You can ride these ponies until you reach the boarders of Mirkwood, from there you must go on foot." Beorn said giving each dwarf a pony. Freya was handed a beautiful palomino filly that nuzzled her arm, Freya put her foot in the stirrup and swung in to the saddle, and with one last look at Beorn's log house she squeezed her filly on after the rest of the dwarves. They walked in single file following Gandalf in to the woods.

The further they travelled the darker the woods got, it felt as though the woods wanted to push them all together and squash them. All too soon Gandalf halted the party and turned his horse to face them. "Well my friends, I do believe that this is the end of my time with you, I have other matters that need my attention," Gandalf looked around at the dwarves. Bilbo and Freya had tears welling in their eyes, they didn't want the wizard to leave. "And unfortunately you will have to set the ponies loose so they can go back to Beorn."

"Why? We should just keep them." Bifur said.

"Well you can but you will have to answer to Beorn." Gandalf warned him. Freya had noticed a large black mass that had been following them from the time that they had left Beorn's house, she assumed it was Beorn in his massive bear state. The dwarves weren't so keen answering to the giant man so they all dismounted the ponies and put their belongings on their backs. Freya watched as the beautiful little filly faded from her sights, she turned to walk after the group but tripped over a stump and fell, Kili came over and helped her up.

"Are you ok?" He asked getting her to her feet.

"Yes, I'm fine, wasn't looking where I was going." Freya grinned and gave him a sneaky kiss on the cheek.

Freya felt strange, sleepy, groggy even. She tried to open her eyes and look around but she couldn't. She tried to move her legs but they wouldn't move, she began to panic. Where was Kili? Where was her Father? Where was everyone? Then she heard them, "We should act now, some of them might start to wake up." A scuttling noise moved closer to her, she froze.

"No wait for a while, they'll get more tender." Another voice said.

Then from no where Freya heard "Oi you! Come and get me! Haha like you can!" It was Bilbo! What was he doing? She heard her captors move towards Bilbo cursing at him. All was quiet, but some where near here there was a noise, like sawing, then a thud, and then again the same sawing noise and a thud. Bilbo was trying to free them all. Freya felt someone grab her feet and begin to saw, she then realised that she was upside down! With a muffled cry Freya fell to the ground with a bump and someone began to cut her out of the web. Freya's head was finally free and Kili grinned down at her, "Nice trip?" Freya swatted at him and pulled her self to her feet.

"What happened? Freya said dusting herself off and swayed as the blood came back to her head.

"Spiders," Kili said, "We need to get everyone else down before they come back." Freya and Kili quickly set about helping Bilbo get the rest of the dwarves out of the trees. Most of the dwarves were still rather groggy and swayed on their feet, Freya found her father and got him up.

"Well once again, Bilbo saved our skin." Freya said smiling at Bilbo.

Thorin nodded at the hobbit in thanks and then said, "We need to move, those creatures will be back soon." The dwarves followed their leader in to the woods as quietly as possible and then broke in to a run and ran as fast as they could for as long as they could away from the Spiders hollow.

They paused for a break and looked around, they were now well and truly lost. The road was well behind them and in what direction they didn't know. They all looked dismayed, "Well thats what happens when Gandalf leaves us, he hasn't been gone three days and we've almost died, twice!" Bofur exclaimed.

"Well Bofur, if you know the way please tell us." Thorin glared at him. The other dwarves began to argue with each other, but something caught Freya's eye, a light, and before they all knew it, arrows were pointing at their heads.

"Dwarves? And so far from home. Blind fold them and bind their hands." One of the elves said, and each dwarf was bound. Freya just saw Bilbo slip the ring on to his finger and he disappeared before the elves saw him, then her hands were pulled behind her back and a blind fold put over her eyes.