"Stick close."

It's Thorin's voice that breaks Bilbo's focus on the webs that are easily ten times his size. He doesn't want to think about how big the creatures that wove them must be. Their leader rests his hand on Bilbo's shoulder, "You've survived the goblin's tunnels and faced down wargs, but I'd prefer you not have to take your chances with any more beasts…at least until we reach Erebor."

"I quite agree with you." Bilbo swallowed thickly. He didn't want to think about the dragon either.

Thorin favors him with a small smile and moves off.

They've stopped for a rest and while Nori and Bifur keep watch the rest bed down and are soon snoring. The rumble, once something that would have kept Bilbo up, was now comforting and gave he and Kíli just enough privacy to exchange some quiet words.

"Speaking of goblins—" Kíli says when they're lying in the dark and he has one arm wrapped around the smaller man, the other tucked under his head. He nudges his nose against Bilbo's cheek when the smaller man shudders at the mention of goblins. "You were going to tell me how you managed to escape the goblin's tunnels."

"I was?" Bilbo kisses Kíli's chin.

"Yes, you were."

He hadn't told anyone exactly how he'd managed to find his way out of the goblin's tunnels but if he owed the story to anyone it was Kíli.

"Alright, I'll tell you."

The surprise in Kíli's voice makes Bilbo chuckle. "Really?"

"Yes, really."

In a quiet voice he tells Kíli about the fall, how he'd seen his life flash before his eyes as he tumbled, and how he'd come to among a pile of giant mushrooms. The knuckles Kíli has pressed to his mouth were scraped and bleeding but his attention had been focused on the creature crawling out of the shadows.

"Gollum?" He's interrupted when he talks about the creature's penchant for talking to itself as if it were two different people entirely.

"Hmmm." Bilbo hums in agreement and inclines his head.

"And you challenged him to a game of riddles?"

"I did."

They are both silent for a long moment.

"You want to hear the riddles, don't you?" Bilbo finally asks.

"Maybe just one, if it's not too much trouble."

It isn't any trouble and Bilbo smiles before he recites the one he'd first used on Gollum. It was one his father had teased him with when he had been a fauntling. "Thirty white horses on a red hill. First they champ, then they stamp, then they stand still."

Bilbo feels Kíli's grin against his lips. "Teeth," he whispers.

"You're correct."

"Do I get a prize?"

Bilbo kisses him sweetly, letting his lips trail against the dwarf's jaw before nudging their noses together. "How was that?"

"Excellent."

"You're easy to please."

Kíli sneaks back in for another kiss. "Only for some."

"Flatterer."

If the dark hadn't robbed him of his sight Bilbo would have said Kíli's grin was a bit smug. That is all but erased when the story progresses to a murderous creature chasing him through the darkened tunnels, and how he'd narrowly escaped through a crack in the rocks, losing all his buttons in the process.

"And he looked right through you without seeing? What kind of hobbit magic is this?" Kíli asks incredulously when Bilbo tells him how he'd finally managed to elude Gollum.

The cold brush of metal against the tips of his fingers begs him to lie. The ring was his, not to share, not to speak of. But this was Kíli and nothing his mind was saying made sense. Not even a little. "I'm afraid it's not hobbit magic at all," he tells him. "It was this ring I found."

Whether Kíli can see in the darkness or not is unknown to Bilbo, but he pauses as if he sees the gold band in the palm of the hobbit's hand between them. He is silent as he studies it.

"We have heard tales of the great rings of power," Kíli says finally, closing Bilbo's fingers around the ring, "In fact, great-grandfather had one of the seven great rings of power. But his story ended in disaster, as most of the other do. Keep it secret, Bilbo. I don't know much about the power of magic rings but I'm sure it's nothing to trifle with, and…"

Bilbo tucked the ring back into his pocket, smoothing the fabric over the metal circle. "And?"

When he doesn't get an answer Bilbo brushes his fingers against Kíli's cheek. "And?" he tries again.

"And…just make sure to keep it secret. Only use it if your life depends on it. Will you do that for me?"

Bilbo doesn't think he's telling him the whole truth but he doesn't push it.

"I will."

The relief in his voice is apparent, and tells Bilbo that what he suspected was true. There was something else. Something Kíli wasn't saying.

"Thank you Bilbo. Thank you. Thank you."

O~o~O

Had he known what was to come he might have made Kíli give him one of those archery lessons he promised him instead of telling him that story when the spiders descend upon them from the trees.

Not that a bow will help you much in here, my lad, he tells himself silently as he tucks himself behind a tree.

They'd been almost out of food by the time Bombur had awoken after his dip in the enchanted river and the dwarf had bemoaned the lack of rations—a sentiment shared by the rest of them. Bilbo had fallen asleep with his thin wool blanket pulled up over his shoulders and his face pressed into the crook of his arm. Somehow even here where the forest seems to encroach ever closer, where everything is claustrophobic, it's cold. Winds seem to spring up out of nowhere and chill them through their layers of clothes. It was a miracle he had managed to sleep at all.

The dwarves help. Aside from easing off the edge of his unease they're also walking furnaces. When Kíli snugs up behind him at night it's a relief in more ways than one.

That relief is broken when he's forced to face the giant spiders alone.

Fear nips at his heels, it dogs his step, but when he sees the dwarves strung up in webs and immobile it ignites in him a fire he hasn't felt since he was an invincible fauntling fighting off imaginary goblins in the Shire. The danger is real now, but he won't back down. He had jumped to Thorin's defense without thinking, and now it was more than just their leader's life at stake. They are all his friends, and they are counting on him. The entire company is hanging from the branches, and Kíli is among them. He can't fail.

And he doesn't.

Looking back later he'll never be completely sure just how he managed to kill some of them with stones and lead them off with insults and a little help from his magic ring. It all happened in such a rush of action.

His hand closes about the ring in his pocket; he had promised Kíli he would only use it in the most dire of circumstances and surely this was one of them.

"You've missed one, you lazy lobs!" he calls just about the time one of the spiders was about to make a meal of what Bilbo could only assume was Bombur. He shoves the ring on his finger and whirls a stone at the giant arachnid. More stones follow, whizzing through the group of spiders and knocking some right out of the trees to fall to the ground dead.

The hobbits back home would be as bewildered by his sudden surge of bravery as the spiders were angry when he taunts them in a sing-song voice and leads them off, deeper into the forest.

It provides him with enough time to get back to the clearing and begin cutting down the dwarves. Fíli is first, and the blonde dwarf looks vaguely queasy as he sways on his feet. Despite his obvious discomfort he helps Bilbo and soon they have the rest of the company freed.

With no Gandalf around to take a head count Bilbo takes it upon himself to make sure they are all present and accounted for.

"Where's—"

"There he is, the nasty little stinger!" The spiders had returned and the dwarves, not yet fully recovered from the effects of the spider's venom, rally as best they can to their own defense.

Too many, Bilbo tells himself, there are too many!

"Go!" he shouts. "I'll draw them off!"

In one of those brief, stretched moments where everything is happening so fast but time seems to pause regardless Bilbo meets Kíli's confused gaze and he hopes he looks appropriately apologetic before he shoves the ring back on his finger. Shouts erupt from the dwarves but Bilbo has no time to explain. Not if they want to have time for anything later.

And he finds that nothing works better to draw the spider's attentions than more insults and hacking at their legs with his blade.

"Where is he?! Find the stinger! Bleed him dry!" the spiders hiss as they search for him, all but forgetting about the dwarves.

Sting indeed! It is enough of a distraction to allow the dwarves to reform a defense and retreat back among the trees to a wide open circle and its openness seems to give their enemy pause. The spiders drop their pursuit and scurry back into the forest.

Perhaps it should give them pause, make them wonder but they are just thankful for the reprieve.

Kili yanks him into a hug as soon as he appears from the bushes.

"You're alright!"

Bilbo pats his face gently and then sets his hands on his knees and wills his heart to stop pounding. His shoulders are tense from exertion and his hands feel like claws unwilling to bend. His fingers ache from where they had gripped his blade.

"Bilbo, you saved us—how did you save us?" The company is looking at him with wide eyes. They had not forgotten his disappearing act.

He looks down at the ring that sits heavy in the palm of his hand.

But before he can answer Kíli is shoving the ring back on his finger, making him hiss in pain as it forces its way over his swollen knuckles. Bilbo opens his mouth to protest but shuts it when he sees the elves melting from the forest, bows drawn and trained on them.

"Well, well, well. What have we here?"

O~o~O

There is magic in the elf king's halls but it isn't the same as what Bilbo felt in Rivendell. It makes his feet tingle, like he's been walking through hot sand and his nose twitches even as he stands stock still in the shadows of Thranduil's kingdom. It's not as if he could be seen, at least he doesn't think so. The ring has shielded him from everything else; it should be no different here, even against the keen eyes of the elves.

Thranduil has kept the dwarves locked up for days now and he seems unmotivated to talk with them, let alone release them. Every day Bilbo hopes the elf king will make some decision, and every day ends with the same exhausting disappointment. It's looking as if he will need to rescue the dwarves himself. It will be a hard task to be sure—especially with no Gandalf to rescue them this time.

At least they're not trolls, he tells himself. Though trolls may have proven easier to trick, if more disgusting.

He is standing stock still in the shadows of the king's chambers. He had slipped in here ahead of the approach of a group of guards and found the room to be less than empty. The elf king sits draped over his throne.

"How long do you plan to keep them, my lord? Eventually someone will miss them."

The elf king inclines his head to fix his gaze on the elven guard who had spoken. "Will they? Who is to say they were not devoured by the dragon? Or were lost to the forest's treachery?"

"Then you mean to keep them in the dungeons?"

"And if I do? They live long lives for mortals, Tauriel, what are a few months lost to them? Nothing. They may not speak of their errand, but I have not lived all these thousands of years to not see between the lines. If I were to let them go they risk unleashing the fury of a dragon to the ruin of more than just their company."

The king continues to speak but Bilbo finds himself suddenly confronted by a realization that should have struck him far sooner.

The dwarves are a long lived race. Far longer than hobbits, to be sure.

He had fifty years left in his life if he was lucky and the journey didn't kill him first. Kíli had well over a hundred...perhaps far more. If this continued, if they survived this quest and reclaimed the mountain, and Kíli still favored him with sweet kisses he would grow old and die well before the dwarf reached his majority. And he would suffer through Bilbo's death and be forced to live with the weight of his loss for decades.

Bilbo knew the heavy curtain of pain and longing that lingered when one was left to navigate through the wreckage of their lives after the death of a loved one. It had still sapped his strength some mornings when he had lain in bed staring up at the ceiling of his parent's home. It still pulled at his heart as he walked the same roads they had, and cared for the garden his mother had tended to so lovingly for so many years.

It was a part of life, to be sure, but he didn't wish that on anyone. Especially not Kíli.

How have I been so blind? He asked himself.

His breath catches in his throat and he feels the blood drain from his face as the elf king stills as if he'd heard him. He needs to slip away before he's discovered.

With so much on his mind he doesn't realize where he's headed until he's already there.

In the quiet outside Kíli's cell Bilbo slumps to the ground with barely a sound.

"Bilbo? Is that you?" the dwarf's voice is hushed.

For a long moment he doesn't reply. "It's me," he finally says letting his head rest against the door. The guards have made their rounds and will not pass by this way again for a couple of hours. He has time to rest.

"Are you alright?" He almost feels the warm press of Kíli against his back, even though a thick wood and iron door separates them.

"Me? I'm not the one locked up in a cell," Bilbo replies.

"You might as well be, having to hide away all this time. But you didn't answer my question. Are you alright?"

What does he say to that? What can he say? The thought of leaving Kíli to despair, of making him suffer through Bilbo's decline in to the indignities of old age is a hard thought to bear. It hounds him even when he should be focused on more pressing matters.

"Bilbo?"

"I've just a lot on my mind," he finally says. "Like how I'm going to get the lot of you out of here." His chuckle is a soft, forced thing and it ends too quickly. They both know it.

"That's not the only thing that troubles you," Kíli replies. It's not an accusation, just an observation and maybe a bit of a plea. Talk to me, his words beg. Tell me what's wrong. But Bilbo can't bring himself to explain.

"No, it's not."