Fili only vaguely recalled struggling for air, suspended upside down. Something, or maybe many things hissed around him, but he couldn't remember what he was doing, or why he was there. The company was in some kind of forest, weren't they?

The moment he began moving, began trying to push his nose through the webbing, something stabbed into the skin on his forearm like an overgrown thorn, sending him back into the gray confusion that had become his life.

The next time he became conscious, he was on the ground. Someone was ripping spiderwebs away from his face and he choked on the fresh oxygen that swarmed his lungs, making him cough as the person helping him pushed him into a sitting position.

"Come on lad, we don't have time for sitting around!" Dwalin roared, but it sounded as if his voice came from far away, like the bottom of a lake, for example.

The warriormaster had hoisted Fili to his feet, and he quickly shook his head, trying to clear it. Everything wavered and shook in a way that usually meant he'd had a few too many ales, but he couldn't remember the last time he'd drunk this much.

There was something he was forgetting, as they moved down the path, moving away from something, but he couldn't remember what.

Until he stumbled against a tree and there was no familiar chuckle behind him.

"Kili?"

"Fili!"

"Would you two shuddap? We're trying to escape!"

But Thorin's answering battle cry showed that Dwalin's hope of getting away unscathed was not going according to plan.

It took the blonde a moment to realize that the spider rushing towards him was not, in fact, going to stop, and he needed to draw his swords, draw them now, or he would be skewered.

He hastily yanked them from the scabbard that was hanging half off his back, unbalanced by the fact that his hammer was no longer where it should have been.

The spider swam into focus and he slashed at it's head, falling into familiar forms like he was much sturdier than he felt. They were still running, backpedaling as quickly as they could, but the ungodly creatures were slowly catching up.

Bombur gave a shout behind them, and Fili quickly whirled, startled to find a spider with it's mandibles snapping in the face of the large dwarf. When had he woke up? Didn't matter, didn't matter, he just had to help-

When Dwalin grabbed one of the thing's legs, and started pulling, he immediately understood, yanking an appendage of his own. He turned to see who fell into place next to him and was surprised to see Kili with a look of intense concentration on his face.

With a sickening pop, the spider lost all of it's hairy limbs, landing with a squeal on top of Bombur.

And then they were helping him up, moving forward, running, because no one could afford to be still with this many creatures running after them.

Kili was next to him for a bit, until he paused to slash at a spider that almost tackled him to the ground. The entire company was weaving through the trees at an unsteady pace, but at least they were together, as far as FIli could tell.

He was throwing knives with the worst accuracy he'd had in years, but he at least managed to kill a few and maim several others. Kili must not have had his bow because there were no arrows flying around, just a few of the lighter weight projectiles that the blonde had made him.

They were nearing a clearing, he could see it just ahead, but before he could shout for the others to meet in the center, there was a flurry of fur and he saw his brother yanked backwards by a swarm of legs.

Without thinking he launched himself forward, somehow ending up halfway up the creatures back before it lurched and he ended up on one of it's shoulder joints, which he proceeded to stab repeatedly.

He must have hit some kind of vital organ because the thing collapsed, taking the two with it.

Kili rolled to a standing position, catching Fili as he nearly ate dirt.

"Fili… Spider-rider," Kili coughed, wiping away webs from his face.

"... Best you could come up with?" he panted.

"Better than-"

"Don't say it."

It wasn't long before they all clustered into the clearing, harsh breathing echoing on the trees around them. There was silence for a moment before Ori wheezed, "Do you think we lost them?"

Fili answered as his brother came over to rest an arm on his shoulder, "Even if we haven't, we can stop for a moment or two, take stock. I think we got the last one that was in the group closest to us, but there has to be more coming."

"I'll keep watch," Dwalin growled, "They didn't wrap my cocoon very well, I could still breathe. I don't think I'm quite as bad off as the rest of you sorry lot."

Kili's elbow was digging into his collarbone a little more that comfortable. Fili tried to shrug him off, but the younger refused to move.

The blonde started to protest before he got an eyeful of his brother. He was pale and sweaty with a greenish tinge, which considering they'd just been stung by a bunch of venomous spiders wasn't strange. But he was pressing his lips together, his forehead scrunched-

"Don't you even think about-!" Fili began before Kili hunched over and retched.

Not much came up, but the blonde still checked his shoes anyway, shooting the brunette a look of disgust.

The younger spat once and straightened, wiping his mouth, offering a toothy grin to Fili, "Better."

"And everyone else feels worse, you dolt," he muttered.

They stood in quiet for another minute before Fili did a headcount. And then counted again. And again.

"Where's Thorin?" he asked suddenly, "And Bilbo?"

Kili's head shot up, his eyes slightly wild as he seemed to come to the same conclusion as Fili, "When's the last time anyone saw them?"

"Bilbo's the one who got us down from the tree…" Ori offered.

"And Thorin was beside me, just a ways back there, we have to go find him-" Dwalin reached for his axes.

Just before they could all agree to find their two missing members, Balin shouted, "Spiders!"

They all drew their weapons, and then Kili did a weird little twist thing so that he was facing the wrong direction, and gave a sort of yelp as he was dragged backwards, "Fi-"

He slipped and Fili realized belatedly that the spider had shot web and was now reeling his younger brother closer. Before the blonde could even react, more of the creatures appeared, and… elves?

An almost white haired tree-shagger slid down a bit of spiderweb like it was rope and landed in front of them, the arrows of his fellows pointing at the company.

"What're you aiming at us for, hit those-" Gloin began, but apparently realized the same time Fili did that the spiders were already dead.

They all huddled together, weapons at the ready. Well, all except…

"Help!" Kili shouted as he slid on his back, frantically reaching for his sword, for something, but he didn't have any weapons, his blade was on the ground by Fili's foot-

"Kili!" he yelled, hoping against hope that maybe one of the elves would notice.

He lost sight of his brother for a moment and when he managed to catch a glimpse again, there was a red haired elf and Kili was saying something about a dagger as a spider scuttled towards him.

With a sinking sensation in his stomach, he watched Kili's eyes shift yellow, watched his hands break and reform faster than he'd ever seen, with claws? replacing the blunted fingernails partway through the change and slash at the face of the spider just as a knife slammed right between it's eyes.

He waited for his brother to turn, waited for the female elf to figure out something was wrong, that something was off, but Kili stayed facing away, his shoulders hitched as he slid his hands into the pockets of his jacket.

The elf ushered the brunette back to the group. He carefully kept his gaze downcast, only glancing up once he was shoved next to Fili.

"You have to be more careful," the blonde hissed.

His brother looked as if he were going to rest his head against Fili's shoulder, but then thought better of it, wincing when a bone somewhere snapped, "Was I supposed to just die?"

"No, but they can't find out-"

His words broke off as an elf wrenched him forward, searching him for weapons.

Which took a considerable amount of time.

He shot Kili another warning look as they were ushered forward, prisoners of the elf king.

Now all that was left was was to figure out where Thorin and Bilbo had gotten off too.

A/N: Thanks for reading! The comments and follows are much appreciated! Next chapter, we see some flirting gone wrong, Thorin furious, extensive questioning and... the full moon. Buh buh buh! Hope you guys enjoyed! This chapter as well as the next few are kind of a combination of the book and the movie, just a heads up.