Legolas was waiting for the Guard at the edge of the forest, his pale hand curled around the bridle of a proud white horse that was nearly identical to the one that his father rode. The elf's silver hair hung in a straight, silken curtain across his shoulders that was broken only by two thin braids that had been tucked behind his ears. Flashes of dark green and glistening brown leather were barely visible beneath the thick folds of his dove grey cloak, and a slim black bow had been strapped onto his slim shoulders beside a quiver full of slender arrows.

The elven prince was beautiful, in an odd, ethereal sort of way.

Gimli hated him.

The youngest dwarf stiffened at the sound of hysterical giggles. He turned and glared at the two princes that had fallen back to ride behind him, his eyes narrowing dangerously when his gaze merely made the brothers laugh harder.

"What?" he hissed, his eyes flickering warily up towards the front of the Guard when the small company began to slow to a halt.

"N-Nothing," Kíli gasped, his shoulders heaving with barely-repressed laughter. "You just- the look on your face…"

"Wha's wrong with my face?" Gimli snapped, his voice rising despite his best efforts as a hot flush rose to his cheeks.

"Nothing, nothing," Fíli reassured him between giggles. "It just reminded us of Uncle Thorin-."

"-When he first met Bilbo," Kíli continued gleefully. "The look on his face-."

"-Was practically identical to your expression when you caught sight of that elf."

Gimli blushed furiously and pulled ahead of the princes with a furious scowl, his ears ringing with Fíli and Kíli's renewed shouts of laughter. His breath caught in his throat when Thorin, Dwalin, and Bilbo half-turned to look in his direction and he ducked his head, silently praying to the Valar that they would ignore the idiotic princes. He couldn't afford to be discovered yet, they weren't far enough away…

"Master Baggins," a strange, musical voice called out, immediately grabbing the dwarves' attention. "It is good to see you again."

Gimli breathed a low sigh of relief and slowly raised his head in time to see Thorin's expression darken with obvious jealousy at the camaraderie between his hobbit and the prince of Mirkwood. The dwarf king and his guards hurried forward to stand around the hobbit, their shoulders stiffening with obvious tension when more elves stepped out of the shadows of the forest to stand beside Thranduil and his son. The two species quickly fell into the usual tensions and cool comments filled with half-veiled threats and insults, completely oblivious to the exasperated looks that they were earning from a certain hobbit.

The sky was shot through with veins of gold and red by the time Legolas was finally able to mount his horse and take his place at the rear of the Guard. Fíli and Kíli silently moved forward to take Thranduil's place beside their uncle and the hobbit as the Guard started to move forward once again, leaving a glaring Gimli and a vaguely-amused elf behind them.

"Hail and well met, Master Dwarf," Legolas offered after several long moments of tense silence.

Gimli grunted and nodded curtly in response.

"I know that this is not the ideal place to say this, but I do wish to offer an… apology for how your king and Company were treated during their time in my father's realm," the elf continued.

Gimli blinked slowly and shot the elf a wary glance beneath the folds of his cloak.

"….Really?" he muttered.

Legolas nodded, his lips curling up into a smile that immediately sent chills of foreboding down the young dwarf's spine.

"Yes," he replied simply. "Tauriel, the captain of my father's guard, informed me that I… owed you and your Company an apology. Although," he added, his bright blue eyes glittering wickedly in the setting sun. "I do believe that she intended for me to deliver my apology to the dwarves that were actually imprisoned. Still, I'm sure that this will suffice- after all, you can always relay my apologies to your father when you return."

Gimli stiffened. "I don' know what you're talking about."

The elf chuckled and started to pull ahead of the younger dwarf. Gimli snarled and hurried to catch up with him, his blood pounding furiously in his ears.

"How did you figure me out?" he growled.

"Oh, so you did know what I was talking about."

"Stop playing with me, Elf, and tell me how you knew!"

The prince of Mirkwood merely raised his eyebrows, his expression carefully-unimpressed. Gimli felt a hot blush rise into his cheeks under the elf's steady gaze, his anger rising when the other being smirked.

"Do I unsettle you, Master Dwarf?" he asked silkily.

"You- Don't- I'm not- I AM NOT ATTRACTED TO YOU!" Gimli yelled. He froze and immediately slapped a hand over his mouth when the other members of the Guard turned simultaneously to stare at him.

Legolas reeled back in obvious surprise, his eyes flickering over to Fíli and Kíli as the two princes struggled vainly to hold back their laughter. Thorin frowned and rode closer to his nephews, his eyes narrowing dangerously when the brothers simply choked out muffled apologies.

"Gloin?" the King Under the Mountain called warily. "Is everything alright back there?"

Gimli cleared his throat and nodded vigorously, his pulse hammering frantically in his chest. Oh, Mahal, Thorin was going to figure out who he was and they were going to send him back-.

"My apologies for the disruption, Thorin Oakenshield," Legolas called hastily. "Gimli and I were just having an… animated discussion about… bread."

"Bread," Thorin repeated flatly.

"Bread," the elf prince agreed.

The king of Erebor shot Gimli a quick, questioning look, his eyebrows rising slightly when the dwarf nodded in silent assent.

"Keep your voices down," Thorin called finally. "We don't know what else is out here."

Legolas and Gimli nodded and waited until the king had turned back to his still-giggling nephews before they sighed simultaneously. Gimli shot the elf a quick, embarrassed scowl, his lips twitching despite his best efforts.

"….I don't want to sleep with you, either," he grumbled.

"Good to know," Legolas choked, his lips curving into a wide grin. The elf was silent for a few moments, his slim shoulders trembling slightly with barely-restrained laughter.

"I recognized you," he added finally. "Elf eyes are sharper than those of most mortals, so it was easier for me to see your features underneath your cloak."

"…Ah," Gimli mumbled. "And you won't… tell anyone, will you?"

The prince of Mirkwood silently shook his head, his smile softening slightly.

"I suppose not," he mused. "It's not like I'll have to keep your secret for long, anyways."

"What are you sayin'?" Gimli demanded. "You think I can't keep a secret?"

"Well, you are a dwarf," the prince pointed out lightly.

Gimli glared at him before pulling ahead with a huff.

"Khuthûzh," he muttered.

"What?" Legolas called after him, his brow furrowing in confusion.

Gimli half-turned and flashed the elf a smug smirk.

"Can't tell ya, it's a secret," he replied airily.

The young dwarf turned and continued on his way, his ears ringing with the elf's muffled laughter.

*Bagginshield*Bagginshield*Bagginshield*

It took six days for everything to go wrong.

Really, Kíli was surprised that it had taken that long for something to happen.

The journey had been relatively peaceful up until that point; Bilbo had managed to keep Thorin from attacking Legolas at least four times, and the Guard had convinced the elf to keep them out of Mirkwood with relatively-little bloodshed (Dwalin still refused to talk to Fíli and Kíli for longer than ten seconds, even though it wasn't technically their fault that the warrior had happened to trip and smash his face into the ground towards the end of the argument). Bard had sent men from the future site of Dale to replenish their supplies a day after they left Mirkwood, and even weather had been behaving itself for the most part.

It was the weather that turned against them first.

Kíli didn't notice the approaching storm clouds immediately; true, he was supposed to be on watch, but Fíli had always been a better sentry and one of them needed to have their wits about them in the morning. Besides, his older brother never really complained about Kíli's habit of falling asleep on watch-.

"Kee, wake up."

Kíli jerked awake with a start and glanced up at his older brother. Fíli spared him a quick, strained smile and gently pushed his head off of its perch by the blond's knee, his light blue eyes locked intently on the ever-darkening horizon. The younger prince frowned and followed his brother's gaze, his head cocked to the side in confusion.

"….How long have I been asleep?" he whispered, his own eyes flickering across the slumbering forms of their companions to make sure that no one was listening. He stiffened when he saw Legolas standing at the edge of their camp, his bright blue eyes distant and vaguely troubled as they stared up into the starless sky.

"Not long," Fíli replied quietly. "About an hour or two at the most."

Kíli's frown deepened and he straightened up at his brother's side. "And… when did we take over for Dwalin?"

"Three hours after midnight."

"So- wait, shouldn't it be close to daybreak now?"

"Aye, it should," Fíli murmured. "Only…"

"…The sky's getting darker, not lighter," Kíli finished flatly.

The older prince of Erebor nodded slowly, his normally-stoic expression tinged with the faintest hint of worry.

"Damn," Kíli sighed. "I hate travelling in bad weather."

"I don't think that this is an ordinary storm, Kee," Fíli muttered. "It feels… different."

Kíli bit his lip and squinted up at the gathering clouds. A sharp chill seeped into his skin and he shivered, his fingers tightening instinctively around the bow at his side.

"It feels wrong," he added.

Fíli nodded slowly.

"Wake Uncle," he murmured. "We need to move. Now."

Kíli nodded and scrambled to his feet, his calloused hands already slinging his sword and quiver across his shoulders. The youngest prince of Erebor ran to his uncle's side, his footsteps faltering for the briefest of moments when he noticed the hobbit that was tucked securely against Thorin's side. Kíli allowed himself a brief smile before he crouched to give his uncle's shoulder a rough shove. The young dwarf leapt back as Thorin lashed out at him and waited for the older dwarf to fully wake up before he drew closer.

"Uncle," he whispered. "Something's coming."

Thorin sat up immediately, his eyes widening slightly when the movement sent a disgruntled Bilbo tumbling out of his grasp onto the ground.

"What in the name of Eru-?" Bilbo grumbled. The hobbit's voice died in his throat when he saw the dwarf king looming over him, his cheeks flushing a brilliant scarlet in the shadows. "I- Oh. Well. That is- I- Well."

Kíli coughed on a laugh and cast another, half-panicked glance over his shoulder to where Fíli and Legolas stood in quiet conversation with a half-asleep Gimli, who hadn't bothered to pull his hood over his wild auburn hair in his exhaustion.

"We need to start moving, Mister Boggins," he told the hobbit quietly. "Something big is coming this way, and I don't like the looks of it."

Bilbo frowned and immediately reached for the small sword by his side, his eyes narrowing when he saw the lack of blue light surrounding the blade.

"It's not orcs," he mumbled as he scrambled to his feet.

Kíli bit his lip and shuddered as another sharp chill travelled down his spine. Bilbo mirrored the shiver and stared up at the two dwarves with wide eyes, his fingers travelling automatically to the pocket of his coat. Thorin frowned at the gesture and hastily shouldered his pack.

"Wake the others," he ordered quietly. "Tell your brother and the elf to start readying the ponies."

Kíli nodded and ran towards the trio at the edge of camp, his feet lashing out to deliver quick, sharp kicks to the three members of the Guard that were still asleep on the ground.

"Sorry," he yelped when Dwalin attempted to smack him in response. "Need to get up- Now!"

The warrior immediately straightened and pulled himself to his feet.

"Wha' is it?" he snarled.

Kíli gestured vaguely towards he darkening sky and rushed to his brother's side, only to stumble when a sudden wind nearly knocked him off of his feet.

"What in Mahal's-?" he gasped.

"Kee!" Fíli grunted. "C'mon, we need to help Legolas and Gimli with the ponies."

Kíli nodded sharply and hurried after his brother. Within minutes, the members of the Guard were mounted and struggling towards the south, their eyes narrowed against the wind that smashed into them from almost every direction. Gimli lost his cloak before the smoke of their destroyed campfire had even faded into the distance, and it wasn't long before the rest of the Guard were forced to relinquish their cloaks as well. The ponies strained and struggled against the wind, their heads bent in a vain effort to ward off the sharp, cool gusts.

"We can't keep struggling like this," Legolas called from the back of the Guard, his knuckles white around the reins. "The ponies are exhausted already and we're barely moving."

"An' what do ye suppose we do, Master Elf?" Dwalin yelled above the wind.

"Our only option is to double back towards Mirkwood," the elf insisted. "The wind is weaker in that direction, and the trees will act as shelter."

"No," Thorin barked. "This is no natural wind; I will not allow it to push us off of our course."

"We have no other choice!" Legolas screamed above a particularly-vicious blast of wind.

"I hate ta say it, but I agree with the elf," Bofur added hoarsely. "It doesn't look like we have any other option at this point unless you want us all to be blown back to Erebor."

Thorin snarled something that was lost in the wind and roughly steered his pony in the general direction of Mirkwood, taking care to keep himself between Bilbo and the wind.

"Lead on then, Elf," he called.

Legolas nodded stiffly and hurried towards the forest, his steps shadowed by the rest of the Guard. The small group broke through the trees after nearly an hour of hard riding, their skin rubbed raw by the wind beneath hopelessly-tangled hair. The wind weakened almost immediately, leaving the members of the Guard gasping for breath as Legolas continued to lead them further into the wood. Thorin allowed the elf to lead them for a little while longer before he came to an abrupt halt, his eyes flashing in the dim light.

"No farther," he called.

Legolas slowed to a stop and shot the dwarf king an exasperated look. When he noticed that Bilbo and the rest of the Guard had gathered around Thorin in silent support, the elf huffed and rode closer to the group.

"We can't go back out there," he pointed out coolly.

"We will go no further into Mirkwood," Thorin growled in return.

"A straight shot through the forest will bring us to Lothlórien in half the time than it would have taken us to skirt around the forest!" Legolas snapped, his bright blue eyes nearly glowing with frustration in the shadows of the forest.

"The last time we cut through your forest we were nearly killed by spiders," Thorin snarled. "Not to mention the fact that we almost starved."

"The last time you were here, you were trespassers who did not have the benefit of an elven guide," Legolas pointed out curtly. "I can protect you from the spiders, and I promise that I will lead us out of here before anyone even thinks of starving."

"And why should we trust the promises of an elf?" Dwalin grumbled.

"I am a member of your Guard-," Legolas objected hotly.

"The Guard of the Ringbearer is made up of dwarves," Bofur countered, his normally-kind voice harsh and strained in the darkness. "You just happen to be travelling with us."

"Yes, because the dwarves of Erebor have such a good record when it comes to guarding said Ringbearer," the elf prince countered.

Thorin stiffened and made to dismount, only to be stopped by Bilbo's hand on his shoulder.

"Enough," the hobbit broke in, his voice slightly muffled by the shadows of the wood. "This is neither the time nor the place for this-."

"Bilbo-." Thorin hissed.

"Thorin," Bilbo interrupted tightly. "Enough."

The dwarf king's lips curled in displeasure but he nodded nonetheless. After a few, tense moments, Thorin Oakenshield turned and offered the elf a small, strained bow, much to the chagrin of his companions. Legolas considered the king before offering his own bow in return, his pale eyes flickering towards the young, red-haired dwarf that had fallen back to the rear of the Guard with the two silent princes of Erebor.

"I will try and keep us close to the edge of the wood, if that wood make you more comfortable," Legolas offered reluctantly. "However, I will not leave the forest entirely until we reach the Anduin."

Thorin nodded and shot Dwalin a sharp look when the warrior made as if to object. Kíli noted with a small flicker of amusement that Bilbo's hand continued to rest on his uncle's shoulder until the Guard started to move again. The youngest prince glanced at his brother out of the corner of his eye to see if Fíli had noticed the gesture as well, only to find that Fíli and Gimli were both glancing back towards the rapidly-fading edge of the trees, their expressions troubled.

"What is it?" he whispered.

Fíli shook his head silently and flashed his brother a tired smile, although the expression didn't quite reach his eyes.

"Fee?" Kíli tried again, his voice sharpening with fear.

"Just keep your bow ready, Kee," Fíli murmured. "Gimli-."

"My ax isn't leavin' my hand, if tha's what you're trying to tell me," the younger dwarf growled, quietly.

The brothers smiled slightly and nodded before hurrying to catch up to the rest of the Guard, their eyes flickering warily over their shoulders every so often. Kíli resisted the urge to turn around entirely and stare back into the darkness, his skin prickling beneath the gaze of invisible eyes.

The small company travelled in silence for the rest of the night, and continued on through the shadowy forest well into the next evening. Kíli struggled to stay alert in the murky darkness, his head pounding with hunger and exhaustion. Occasionally, he would fall back to cover the rear in place of Gimli or Fíli, his eyes scanning the dark trees behind them every so often in search of the eyes that continued to bore a small hole into the back of his neck. Once, Bilbo slowed to ride with them as well, his small fingers alternating between the pocket of his coat and the hilt of his sword. The hobbit smiled thinly at the brothers, his normally-rosy features wan in the little light that managed to filter through the trees.

"See anything?" he whispered.

Kíli shook his head, his own lips curly up into a weary grin when Fíli came to ride on Bilbo's other side, his free hand curled lazily around the hilt of one of his swords.

"No," the younger prince muttered. "That's what bothers me…"

"We know something's out there," Fíli added quietly. "Just don't know where… I'm worried that even Legolas's ears won't be able to give us any warning if they decided to sneak up on us."

"I heard that," the elf whispered, causing the trio to jump. Legolas chuckled humorlessly and moved to take his place at the front once more, only to have his space filled moments later by a grim-faced Thorin.

"You should move back to the front of the line," he murmured to Bilbo. "All of you should, actually," he added in a louder voice. "You've spent enough time on watch- let Dwalin, Bofur and I take a turn."

Kíli frowned but nodded reluctantly along with his brother. Gimli merely bowed his head and started to move forward.

"Oh, and Gimli," Thorin called.

The youngest dwarf abruptly pulled his pony to a halt and slowly turned around, his brown eyes wide in silent alarm.

"Try and avoid the spiders," the King Under the Mountain said gravely. "I would rather not have to worry about running from your father's ax whenever we make it back to Erebor."

Gimli swallowed and nodded slowly, his expression slightly dazed. Thorin chuckled quietly and waited until Dwalin and Bofur had fallen back to flank him before he sent the young princes of Erebor forward to ride with Bilbo, Dori and Legolas. Kíli continued to cast worried glances over his shoulder long after he and his brother had joined Bilbo just behind the elf, his dark eyes flickering constantly between his uncle's tense, silent form and the dark shadows closing in behind them. His hands never left his bow and his skin continued to prickle, soundlessly begging him to find the eyes that continued to watch his every move from the safety of darkness. The young prince struggled to obey, his gaze combing the black depths of Mirkwood with increasing desperation as their party rode further into the woods.

Bilbo shifted suddenly and gasped, his slim shoulders hunched in the twisted shadows as he fumbled for something in his coat. Kíli turned immediately and leaned closer to the hobbit, his fingers loosening slightly from their iron grip on his bow in case the smaller creature needed assistance.

A loud, shrill screech rang out from behind the Guard and Kíli flinched, his bow falling to the ground with a dull clatter that was lost in the thundering of hooves and the piercing screams of the unknown.

Sooo this is officially my first update from college (today was actually move in day, and I still somehow managed to find the time to finish this :P) Sorry for the cliffy (kind of…), and I promise that I will get the next chapter up as soon as I possibly can, I'm just not entirely sure how soon. Please be patient with me, and thank you all for being so awesome!

As always, I am really sorry if any one is OOC, and I love hearing from you guys so…. Please review!