A/N: This is my favorite chapter so far- very fun to write. I'm not one to beg for reviews, but… let's try to hit 100 guys. It would be a huge accomplishment for me. Thanks for all the support.

6/1/13: Thank you to The Joker 15 for pointing out a plot hole in the last chapter; the ending of Chapter 10 has since been altered accordingly. Thank you and keep reading and reviewing.

-Esa

"Are you alright, Sam?" Frodo whispered to his companion, picking his way over a particularly treacherous section of rocks. Sam nodded, looking down to avoid tripping.

"Fine, Mister Frodo," he murmured, casting another glance behind him at the Doctor. A troubled expression was on his face, and he looked away as soon as the Doctor met his eye. The Doctor shook his head slightly.

"That is one troubled Hobbit," he murmured in Rose's ear, gripping her fingers to help her over a boulder. "I actually feel for the little fellow. Homesickness is a deadly disease, Rose. After all, there have been empires toppled because one man missed the way things used to be."

Rose felt a small blush creep up her neck as the Doctor grabbed her hand, and ducked to avoid his gaze. "How did you manage to keep him calm, Doctor?" she wondered aloud. "I don't think I could have been that calm if I had just fallen off a mountain."

The Doctor shrugged, winking at her. "I find this version of me to be rather persuasive."

So do I. But of course, she couldn't say that out loud.

"It wasn't really that hard," he continued casually, skipping over gaps like a mountain goat. "I simply took his mind off the experience. Gave him something else to think about. I've always been a good distraction."

Rose pondered this for a minute. "Doctor… I think you should tell them."

He gave her a shifty look. "Tell them what?"

Rose pushed him slightly. "You know what. I think it would be alright. In any case, it would keep Boromir from giving you those looks all the time."

The Doctor smirked, unseen by her. "Whatever do you mean?"

"You know," she said with an identical smirk. "The ones that look like he's afraid you're about to tear out our throats with your bare teeth."

"Oh, those looks," the Doctor said airily. "Yes… he looks a bit like an angry schoolmarm when he does that, doesn't he?"

Rose had to bite her teeth to keep herself from laughing. "He does not!"

"Oh, Doctor, you wicked boy," the Doctor said in a falsetto. "You're from another region of time and space and you drew naughty pictures on Deborah's schoolwork? That's twelve strikes of the cane for you!"

Rose couldn't help it- she giggled. "Stop it!"

"What do you mean you didn't memorize your spelling last night? Next thing, you'll tell me you're an alien!"

"Doctor!" she playfully shoved him, laughing in earnest. In front of them, Aragorn turned around and gave them a stern look- though both could see the ghost of a smile on his face. He motioned for them to keep silent, turning back around after a moment. She leaned back in to talk to her Doctor, quieter this time.

"In all seriousness- you should tell them. I've told Merry and Pippin, and they treat you just the same."

"Oh, quite right," he said sarcastically. "Except the looks of absolute awe and terror every time I talk to them."

Rose shook her head. "They just don't know how to react to you. They look at Legolas the same way."

"And that's just the problem, Rose," he said softly. "No one here knows how to react to anything they don't know. They can readily accept what they do, be it as unbelievable as we could imagine. Magic? Fine. Mystical creatures? Fine. But spacemen from other planets?" He shook his head cheerfully, but she could see the sadness in it. "They'd shoot me full of arrows before we could say 'TARDIS.'"

"But Doctor," Rose said quietly, looking up at him and not at her feet. "I think you could manage them knowing. I mean, don't you remember when you told me? I had a hard time at first, but I came around. Anyone else would, too."

At that moment, the edge of Rose's show caught on a rock and she fell forward. Without missing a beat, the Doctor hooked one arm under her waist and the other gripped her upper arm. He pulled her back upright, not letting go of her and looking at her with a twinkle in his eye.

"Ah, but Rose Tyler," he said softly. "You're not just anyone else, are you?"

She swallowed hard. The man was right. He was persuasive. But she wouldn't be swayed. Reluctantly, she pulled herself away from him. "One more week to tell them," she said. "Or I will."

"Edro n'ala amin…" Gandalf intoned, waving his fingers in a crooked square. He looked to the Gates of Moria expectantly, but they remained closed.

Gandalf frowned, but closed his eyes and tried again. "Lle lava?" he asked the doors in a lofty tone.

Nothing.

"Mae govannen!"

Nothing.

"Oio naa elealla alasse!"

Not one stone shifted. The Doctor leaned down to whisper in Rose's ear. "Has he already tried 'open sesame'?" She snorted and Boromir gave the two of them a look of death from where he sat, sharpening his sword.

"If you wouldn't mind," he said coolly, and the two wandered away reluctantly.

"I'm sorry," he whispered to her. "That was my fault. I forgot to clap the erasers this morning."

She smiled, slipping slightly on the wet gravel near the shore of the pond. The Fellowship was in disarray, spread out as Gandalf attempted to remember the code to enter the mines. She didn't like it here. Everything was slippery, clammy and black. Like a cave had been turned inside out. A feeling of dampness clung to her skin, making her cheeks cold and her hair limp.

"The sooner we get inside, the better," she told him as the made themselves as comfortable as they could on a couple of rocks. "It's like the beginning of a horror film out here."

"Oh, yes," the Doctor mused. "Gimli won't let go of those caves. He's been going on and on about the great marble hall, the cold malt beer… his cousin's hospitality is, apparently, legendary."

Rose nodded, and the two smiled at each other.

An hour passed. No progress was made on the doors. And the group was starting to get jumpy. Pippin and Merry, especially. That is, until the Doctor had taught them a new game.

"Are you a man or a woman?" Rose asked Merry, tracing a circle in the dirt next to her.

The Hobbit tilted his head at her. "Man, of course."

"No, Merry," she reminded him again. "You're answering these questions as the person you picked."

"Oh," he said, blushing slightly and nodding. "Right. Er… man."

The Doctor tilted his head back and blew a puff of air out loudly. "Alright… long or short hair?"

"Well… short."

Pippin kicked at a rock, sending it jumping into the lake. "Are you a man, dwarf, Hobbit, or elf?" None of them noticed a ripple appear on the surface of the water a few yards away.

"Hobbit," Merry said. Pippin's eyes widened.

"Are you me?" he asked eagerly. Merry shook his head. "Frodo? Sam?" Merry shook his head, and the Doctor sat up.

"Pippin- one question per person." Pippin nodded, but didn't seem embarrassed. He looked thoughtful. Rose's turn was next, and she considered her question.

"Alright," she mused. "Are you… um…"

Pippin's finger shot into Merry's face. "I know! You're you! You picked yourself!" Merry rolled his eyes and nodded, and Pippin burst into laughter. "Mer! You can't pick yourself! That's cheating!"

"Is not!" Merry protested. "No one said you couldn't pick yourself!"

"To be fair, we never said that," Rose said, silencing the two. "But the answer to Celebrity is usually someone that all of us would know. Like… um…" She faltered for a moment, and the Doctor let out a snort. She glared at him. "Well, what? It wouldn't be Princess Di, would it?"

"But you all know me!" Merry said irritably. "Pippin knows me, you know me, and the Doctor knows me. So what's the problem?"

"There isn't one," the Doctor said waspishly. "Pippin wins, and let's move on."

"I don't want to play if Merry is cheating," Pippin said petulantly.

"Fine, then don't play! Doesn't make a difference to me." the Doctor snapped, getting up quickly and walking away, hands shoved deep in the pockets of his coat. Rose gave the Hobbits a short apology, hurrying after the Doctor who was setting off towards the lake.

"That was really rude," she told him in a rough whisper, pulling his sleeve to get him to stop. "What's wrong with you?"

The Doctor stopped and turned her with him towards the lake, so no one could see them speaking. "Answer a question for me, Rose," he told her softly, and she could hear the tension in his voice. "You heard Gimli speaking of his cousin Dwalin-"

"Balin," she corrected.

"Same thing. Speaking of his food and beer, of his palace, of his limitless hospitality." Rose nodded, and he turned to look at her. "If Mawlin-"

"Balin."

"If Balin is in there, if his hospitality really is limitless… why would he allow his cousin and guests to wait outside the gates for an hour?"

Rose felt her stomach ice over. "You think something's wrong?"

"I don't know, and not a word to Gimli," he said quickly. After a pause, he murmured. "But I have a bad feeling. A very bad feeling."

Another thirty minutes went by before the Doctor took a look at the gates.

"And it says…?" he trailed off. Gandalf spoke tiredly from his perch near a dead tree.

"Speak, friend, and enter."

"Well, that's ridiculous," the Doctor said decidedly, and all eyes turned to him. Behind them, a few more ripples appeared in the water.

"Grammatically, it makes no sense. Shouldn't it be, Friend, speak, and enter?" He mused aloud for a few moments. "Speak, friend, and enter. Speak friend, and enter. Speak, friend, and enter." After a long pause, he shook his head and walked away. "Hopeless. Hopeless, hopeless, totally hopeless."

But Frodo stood up, a new light in his eyes. "But, wait… it's not! Speak friend, and enter! Gandalf, what's the elfish word for friend?"

Gandalf looked up at him. "Mellon," he said slowly, and the shining doors cracked open with a groan. There was a loud cheer from behind them, and Merry and Pippin fell upon Frodo with cries of happiness. And for once in the journey, Frodo smiled. Rose sidled over and whispered in the Doctor's ear.

"You knew, didn't you?" she whispered with a chiding grin. "You knew right when you read it."

The Doctor shrugged. "I don't know what you mean. But Frodo certainly looks happy, don't you think?"

They shared a smile, as the Fellowship regrouped and walked into the cave.

And into horror.

The Doctor had been right, of course. Wasn't he always? Not that Rose would ever tell him that. And in that moment- with the bones everywhere, with the anguished cries of Gimli echoing around the cave- well, it hardly seemed appropriate.

"Goblins," was the cry, and they set off out of the cave.

Out of one hell, and into another.

Rose didn't know what she registered first- the screams from the Hobbits, her hand slipping from the Doctor's, or the horrible, wet feeling of the tentacle wrapping around her ankle. Suddenly, she was airborne. Water was everywhere. She was flailing, screaming, desperate to escape.

Where was the Doctor? Where was he?

Why had he let her go?

The Doctor was never one for violence. At least, he hadn't been before all of this, before this new, lanky body. But now? After watching Rose yanked into the air like a marionette with its strings pulled at once? Now, all he wanted to do was rip that overgrown sea monkey limb from limb from limb.

"Cut them loose!" Aragorn roared at him, throwing him a knife. A knife, what was he supposed to do with that? Compared to this leviathan, that was like trying to stop a charging bull with a handkerchief and a smile.

No, he couldn't give in to violence. That wouldn't accomplish anything. Democracy would have to carry the day. He'd always been good at democracy. And so, dropping the knife, the Doctor closed his eyes listened.

There were the shrieks and screams of Rose and the Hobbits. The low yells of the men behind him. The almost-silent grunts as Legolas drew his bow. The incomprehensible sobs and shouts of Gimli, battling both grief and an attacker, poor man.

And underneath it all… there…

"OUT! OUT OF MY HOME! MY HOME! NASTY INVADERS! OUT!"

Eyes still closed, the Doctor tilted his head. It was a complex language- all vowels and guttural sounds, as these sorts of species were wont to be. Almost like a mixture of Helioant and Omnimantises- though, thankfully, without the spitting. He could figure it out- it was like Portuguese to Spanish. Just adjust for accent and province and-

He opened his eyes. "Hello."

Everything stopped moving. Tentacles froze in midair, dangling its prisoners into the open. All went silent at this unexpected event, and the Leviathan's beady eyes blinked and focused on the Doctor.

"YOU SPEAK?" it asked him. He, he realized. It was a "he". Rather young. Territorial.

"Yes. I speak," the Doctor said slowly, wrapping his tongue around the odd noises. "But slow. Why you hurt them?" Next to him, Boromir and Aragorn were staring incredulously. Gandalf said nothing, but started to smile.

The Leviathan squelched in irritation. "BAD INVADERS. DROVE ME OUT OF MY HOME, UNDER THE DEEP-DARK. THROW ROCKS. THROW STICKS. HURT ME. DESTROY THEM."

"No, no, no," the Doctor interrupted. "Not invaders. Travelers. We go…" He didn't know the words and simply gestured behind him. "Who hurt?"

The Leviathan blinked and said something the Doctor didn't understand.

"Again." The Leviathan blinked, and repeated the phrase. The Doctor considered it, and held up his hands. "Wait." He turned to the men behind him. "Our friend here believes us to be attackers. He says he was hurt before by another group passing by, and driven out from under the mountain. He keeps saying something like 'smell-bads.' Any ideas?"

Boromir simply gaped at him. "You… you can understand it? But it only shrieks."

The Doctor tried to stop himself from gloating. "I speak almost every language. Bill the Pony, for example, was an excellent conversationalist. This fine gentleman's language is a stretch, but not impossible."

"In that case, can he put us down?" Merry called down at the Doctor, brushing wet hair from his eyes. The rest of the Hobbits and Rose nodded, the latter trying hard not to laugh.

"Please… put down little men. And also…" The Doctor paused, trying to remember the word for 'woman.' "Put down…"

"MATE?" The Leviathan rumbled.

The Doctor paled. "No! No, no. Not... er…"

"MATE," the Leviathan repeated, waving Rose about a bit. "SHE IS YOUR MATE."

"Doctor?!" Rose called, a little breathless.

"No worries, Rose," he called, blushing. "We were just talking about you."

"Only good things I hope," she said airily, but he could hear the nerves shaking her voice. He grinned and shrugged.

"Yes. She is mate. Put mate down. Put all down. Please." The Leviathan gurgled an apology and placed the Hobbits and Rose down gently. They shook themselves off, shivering from the water. Pippin walked up to the Doctor, smiling and dazed.

"Can you really understand him? What's his name?"

"Name?"

"I AM WATCHER."

"He's called the Watcher," the Doctor said. "He's telling me he was attacked earlier. By-"

"Goblins," Legolas interjected, angrily. "Dark, evil creatures. They do not respect the Old Ones." He held out a hand, and the Watcher placed a tentacle in it. "Elen sila lumenn omentilmo. A star shall shine on the hour of our meeting, Watcher in the Water."

"WHAT DID THE ELF SAY?"

"He said… um… you very big." The Watcher seemed to take that well and burbled happily. "Watcher… the smell-bads are gone?"

"NO," The Watcher said, and the Doctor's heart sank. "NO. STILL INSIDE. WITH DWARVES."

"Dwarves dead."

"DEAD?"

"Yes."

The Watcher let out a low whine, almost like a sob. "BAD. RIP SMELL-BADS APART. SEND THEM OUT. KILL THEM. EAT THEM."

The Doctor turned to Gimli. "The Watcher sends his condolences. He was fond of the dwarves." Gimli nodded, but was silent. "The goblins are still inside. They haven't left."

The tension was evident in the air, and Gimli's hands curled into fists. Boromir stepped forward slightly, addressing the group even as his eyes remained locked on the Watcher. "We must return to the Gap of Rohan. Passing through the mines is asking for death."

The Doctor raised an eyebrow at him. "Afraid of goblins, Boromir?"

Boromir's eyes snapped to the Time Lord's and narrowed. "Any sane man would be. I've fought these creatures, Doctor. They are not to be underestimated. All sharp teeth and ruthless ambition, and an appetite for flesh that can never be sated. But if you want to throw yourself to them, be my guest."

"We shall return to Rohan," Gandalf interrupted smoothly. "Gather your packs. We-"

"Where is Gimli?" Legolas interrupted. A small noise of footsteps caused them to turn, only to find Gimli stalking methodically into the mines. His axe was in his fists, and he looked ready to kill. "Gimli!" Legolas called, trotting after him.

Aragorn followed, the expression on his face an odd mixture of amusement and irritation. "You'll have plenty of chances to battle goblins, Gimli," he said. "Save your energy."

"Come, Doctor," Gandalf said, walking back towards the mines and their supplies. The Hobbits followed, Sam grumbling that they shouldn't have let Bill go if they were just going right back to the Gap…

"In a moment," the Doctor nodded, taking a few steps closer to the water. Rose followed close behind, still looking a little nervous. "Thank you, Watcher," The Doctor said. A single green tentacle rose into the air and came close to the Doctor's face. He touched it gingerly. "We leave. Go to mountains." The Watcher's skin rippled, and the Doctor realized it was nodding. "Don't stay. Smell-bads find you."

The Watcher's tentacles rippled, coming to rest on the bank next to the two. Rose moved away from a particularly close one. "What's he doing?" she whispered to the Doctor, who shrugged.

"I WILL LEAVE. NAME?"

The Doctor hesitated, but settled on: "I am Doctor."

"What's he saying?" Rose asked. The Doctor ginned at her, and continued.

"She is Bad Wolf."

"GOODBYE, FRIEND-DOCTOR. FIND WATER, AND CALL. I WILL FIND YOU."

"Goodbye, Watcher. Careful."

"YES. YOU CAREFUL TOO."

And, before either of them could react, the Watcher's tentacles flexed and it pushed hard off the bank. The Doctor and Rose struggled to maintain their balance as the ground shook roughly, rocks tumbling off the craggy hill and landing in the water with loud splashes. Behind them, a loud crack slashed through the night as the dead tree near the mines snapped under the pressure and went crashing to the ground.

"Doctor!" Gandalf roared over the noise, and the two spun around to find Boromir struggling to push a few stray tree limbs away from the Hobbits. The Doctor grabbed Rose's hand and the two stumbled up the slope, dodging the larger and larger rocks as they pelted towards them. "What is going on?" the wizard asked, bracing himself with his staff.

"The mountain is collapsing!" Boromir roared. "What has your monster done?"

"He's not a monster!" The Doctor bellowed back. "He's a cephalopod!"

"Gandalf!" "Doctor!" "Boromir!"

The cries of the Hobbits snapped them all out of their argument, turning in horror to find the front of the mines beginning to crack under the pressure. There was no sign of Aragorn, Gimli, or Legolas. "Into the mines!" Gandalf cried, and Boromir looked at him, scandalized.

"We can't! The goblins-"

"It's the mines, or losing the three of them." The Doctor's voice insinuated that that wasn't much of a choice. Boromir looked close to bursting, but he grabbed two bags of supplies and started to sprint towards the doors. Gandalf followed, and The Doctor and Rose each grabbed as much as they could carry.

"Hurry!" Rose called to the Hobbits, who were struggling after them. The group reached the mines, ducking inside just as the sides of the doorway began to collapse. The Doctor yanked Pippin through the opening as boulders crushed the space he had just been. Within seconds, the doorway was blocked by rubble. There was a sudden silence, as the darkness around them seemed to press inwards. Then, a soft murmur was heard, and the top of the Gandalf's staff lit up.

The Fellowship was coated head to toe in dust, eyes wide and hands shaking with adrenaline. Footsteps were heard, and the three men ran up behind them. Aragorn opened his mouth to speak, closing it as the full weight of the situation weighed on them all.

They were trapped. Trapped in a labyrinth full of ruthless monsters that wanted to kill them.

There was no turning back.