Disclaimer: I don't own anything to do with The Hobbit/Lord of the Rings that's all Peter Jackson and J.R.R. Tolkien. I do however own anything added and my two OCs Lucy and Tony.

Might post next one if I finish the one after it by tonight.


The company rode rapidly across the land, slowing to a stop as they approached a looming, gloomy-looking forest. Gandalf dismounted and walked into the edge of the forest through an ancient archway.

"The Elven Gate." He said. He turned and called to the others. "Here lies our path through Mirkwood."

"No sign of the Orcs. We have luck on our side." Dwalin said before dismounting. Gandalf squinted as he saw something in the distance; it was Beorn, in his bear-form, watching them from a distant ridge.

"Set the ponies loose. Let them return to their master." The company dismounted and began taking their supplies off the ponies. Bilbo approached the forest on foot.

"This forest feels...sick, as if a disease lies upon it. Is there no way around?" He asked.

"Not unless we go two hundred miles north, or twice that distance south." Gandalf said. He followed a path a few feet further into the shadows and approached a plant-covered statue. At the same time, Bilbo, who was standing by himself, reached into his pocket and, after some internal conflict, slowly pulled out the Ring and fingered it. Gandalf approached the statue apprehensively, then quickly yanked off the vines, revealing a painted-on Eye of Sauron. Bilbo, holding the Ring, gasped slightly. Gandalf, nodded to himself. "The High Fells. So be it."

"I don't wanna go in there." Lucy said as she eyed the forest. Fili took her hand and gave it a squeeze.

"I'm right beside you." He said with an encouraging smile. Kili popped up on her other side.

"Well protect you." He said with a smirk as he nudged her side with his elbow. She smiled at him and he winked.


The unladen ponies trotted away; Nori was just about to finish unsaddling Gandalf's horse when Gandalf emerged from the forest.

"Not my horse! I need it." Gandalf said. As Gandalf strode forward, the Company looked up and murmured in surprise.

"You're not leaving us?" Bilbo asked.

"I would not do this unless I had to." Gandalf said. Gandalf looked at Thorin, then turned and looked at a dejected Bilbo. "You've changed, Bilbo Baggins. You're not the same Hobbit as the one who left the Shire."

"I was going to tell you;" Bilbo said, his voice breaking slightly. "I...found something in the Goblin tunnels." Bilbo said.

"Found what?" Gandalf leaned forward curiously and suspiciously; Bilbo didn't answer immediately, but fumbled with the ring in his pocket. "What did you find?" Bilbo was silent for a few more seconds.

"My courage." He said removing his hand from his pocket.

"Good. Well, that's good. You'll need it." Gandalf turned and began walking toward his horse; he spoke as he passed the others to Thorin. 'I'll be waiting for you at the overlook, before the slopes of Erebor. Keep the map and key safe. Do not enter that mountain without me." Gandalf stopped and looked hard at Thorin as he said the last part then continued towards his horse. "This is not the Greenwood of old. The very air of the forest is heavy with illusion. It will seek to enter your mind and lead you astray."

"Lead us astray? What does that mean?" Bilbo asked Dwalin. Gandalf got on his horse. It began raining lightly, even though the sun was out.

"You must stay on the path; do not leave it. If you do, you will never find it again." Gandalf said before riding away. "No matter what may come, stay on the path!" Thorin and Company turned toward the forest.

"Come on. We must reach the mountain before the sun sets on Durin's Day." Thorin said.

"Durin's Day. Let's go!" Dwalin said.

"This is our one chance to find the hidden door." Thorin said. Fili looked at Lucy as they started to enter the orest.

"Stay close to me." He said. Lucy nodded and turned to look at Tony who was beside her. He nodded and remained by her side.


The Company entered Mirkwood. They followed the paved path that started at the Elven Gate. Thorin led. At one point, the path turned a corner. Thorin kicked aside some leaves to see where the path turned.

"The path goes this way." Thorin said. As the dwarves, Lucy, Tony and Bilbo kept following the path through the forest, it twisted and turned over all sorts of terrain such as bare ground, high ledges, fallen tree trunks, and more. Dwalin thumped the handle of his hammer on the ground to find the paving stones of the trail.

"This way." He said. They continued walking.

"Air. I need air." Bofur said.

"My head, it's spinning." Oin said.

"Mine too…" Tony said putting a hand on his head. The dwarves suddenly ran into each other as Nori, in front, stopped abruptly.

"What's happening?" Oin asked.

"Keep moving. Nori, why have we stopped?" Thorin asked.

"The path...it's disappeared!" Nori said.

"What's going on?" Dwalin asked.

"We've lost the path!" Oin shouted. They were standing in front of a steep cliff, and there was no path ahead of them.

"Find it. All of you look. Look for the path!" Thorin shouted. Everyone began to spread out. Fili let go of Lucy's hand. The path was not far away from them, but on the other side of the cliff. They had unknowingly left it some time ago. The Company wandered through the forest. The forest was beginning to affect them mentally, and they staggered about.

"I don't remember this place before. None of it's familiar." Balin said.

"It's got to be here." Dori said.

"What hour is it?" Thorin asked.

"I do not know. I don't even know what day it is." Dwalin said.

"Is there no end to this accursed place?" Thorin shouted. The dwarves were all muttering and rambling as they wandered about. Bilbo absentmindedly plucked a spider-web; it vibrated, and the vibrations continued through the various linked spider-webs and far off into the forest. Bilbo plucked the web again then started to hear a strange whispering noise.

They continued walking; Bilbo looked down and saw himself walking backward, although it was actually just an illusion. He looked back at Dori, behind him, and saw himself. His entire vision began shifting and tilting. Ori leaned down and picked up a tobacco pouch. Dori then took it from him.

"Look." Ori said.

"A tobacco pouch. There's dwarves in these woods." Dori said. Bofur took the pouch.

"Dwarves from the Blue Mountains, no less. This is exactly the same as mine." He said.

"Because it is yours." Bilbo said. "You understand? We're going round in circles. We are lost."

"We're not lost. We keep heading east." Thorin said.

"But which way is east? We've lost the sun." Oin said. As the dwarves began bickering indistinctly, Bilbo looked up and saw a bit of sun through the tree canopy far above him. He spoke quietly, and no one else could hear him over the bickering.

"The sun. We have to find the sun. Up there. We need to-" Bilbo stopped. The dwarves had started fighting and pushing each other around. Thorin stood apart, listening. He heard the strange whispering sound that Bilbo heard earlier and muttered to himself.

"What? What's that?" He asked. The whispering continued; Thorin turned and yelled at the dwarves. "Enough! Quiet! All of you! We're being watched." Bilbo started climbing up one of the nearby trees.

"Fili." Lucy gasped out. She reached out for him but ended up grabbing at Kili's arm. He turned to look at her. "I can't breathe…" She said weakly.

"Lucy?" He blinked a few times as his vision became blurry. Suddenly Lucy started tripped into him. "Luc-?" He caught her as best he could but ended up falling over with her. He saw her eyes were closed. "Luv… wake…wake up…" He shook her but she only moaned in response. "Lu….you have to…" Lucy gripped the back of his shirt weakly as he was having trouble keeping his eyes open. Other dwarves were passing out as well. "We can't…fall asleep…" Kili said, his words slurring. "Maybe… for a few…min…"


Lucy regained consciousness upon hitting the ground. She opened her eyes and saw white. Not a bright white, a dull stringy, sticky white. It only took her a moment to put the pieces together before she started screaming and thrashing. As she thrashed she ripped at the webbing around her.

"Lucy!" Fili and Kili shouted.

"Where's Bilbo?" Bofur asked as he and the others struggled to get free.

"Bilbo!" The dwarves began shouting for him.

"I'm up here!" Bilbo called. Just then, a giant spider jumped at Bilbo from underneath the branch he was standing on, and it pinned him underneath it. However, he managed to put his sword in front of him just in time, stabbing the spider through the belly. As the spider fell off the branch, Bilbo, entangled in its legs, fell with it. As the pair smashed against branches on their way down, Bilbo's ring fell out of his hand and landed some distance away from where Bilbo lands. Bilbo got up and began stumbling toward where the Ring fell.

Meanwhile, the dwarves had all freed themselves and they were trying to escape, only to be surrounded by the returning spiders. They fought against the spiders with their various weapons. Bombur was knocked to the floor by a spider, and it stood over him to bite him.

"Grab a leg!" Gloin shouted. The other dwarves grabbed each of the spider's legs. "Pull!" The dwarves pulled at the spider's legs, and they managed to pull its legs right off its body. The dismembered body of the spider landed on Bombur.

"Dwalin get him!" Thorin shouted. The dwarves, Lucy and Tony continued to fight. A spider managed to grab Kili.

"Kili!" Fili shouted. The dwarves had defeated their spiders, and were running through the forest. More spiders jumped down on threads of silk in front of the dwarves and hissed at them. Thorin raised his sword in preparation to fight, but paused and looked up. A blonde Elf, Legolas, ran through the treetops, then swung down a spider's silk in order to land on it and kill it. He slid on the forest floor under the spider facing Thorin, slicing it in half, and come up kneeling with an arrow nocked in his bow and pointed at Thorin. Several other Mirkwood elves appeared, drawing arrows and pointing them at the dwarves.

"Do not think I won't kill you, dwarf. It would be my pleasure." Legolas said. The company looked around and saw that they were completely surrounded and outnumbered by Mirkwood Elves, all with drawn bows aimed at them.

"Help!" Kili shouted.

"Kili!" Fili shouted. The company whirled around and saw a spider pulling Kili away by the foot. Lucy went to run to his aid but Legolas pointed his bow at her. He frowned when he saw she was not a dwarf. A female Elf, Tauriel, ran through the forest. She killed three spiders with her bow and knife, then killed the spider pulling Kili with an arrow. She turned to attack another spider behind her, and yet another spider rushed toward Kili.

"Throw me your dagger! Quick!" Kili shouted.

"If you think I'm giving you a weapon, dwarf, you're mistaken!" Tauriel said. She killed her spider with her knife, then spun and threw the knife, killing the spider that was going to attack Kili. Kili looked on in amazement.


"Search them." Legolas said. The elves approached the company and started searching them. An elf confiscated two of Fili's knives. Next to him an elf took some knifes off of Lucy. Fili smirked at her, glad to see she had hidden the knives' he'd given her. Legolas pulled a picture frame with two pictures out of Gloin's pocket.

"Hey! Give it back! That's private!" Gloin said. Legolas looked at a picture of a dwarf.

"Who is this? Your brother?" Legolas asked.

"That is my wife!" Gloin snapped. Legolas looked at the other picture, which was of a dwarf child.

"And what is this horrid creature? A goblin mutant?"

"That's my wee lad, Gimli." Legolas raised his eyebrow at Gloin in contempt.

Meanwhile, the elf searching Fili found even more knives all around his person. He even held up two of his knives for the elf to take but sighed when the elf found even some in a secret hidden pocket.

"Gyrth in yngyl bain? (Are the spiders dead?)" Legolas asked.

"Ennorner gwanod in yngyl na nyryn. Engain nar. (Yes, but more will come. They're growing bolder.)" Tauriel said. Fili opened his jacket to show the elf searching him that he had no knives left; however, the elf found a spade hidden in Fili's hood. Lucy tried to hide a smile. Fili gave her a playful glare and a nudge.

An elf handed Legolas Thorin's sword, Orcrist, and he inspected it.

"Echannen i vegil hen vin Gondolin. Magannen nan Gelydh. (This is an ancient Elvish blade. Forged by my kin.)" Legolas said. "Where did you get this?" Legolas asked.

"It was given to me." Thorin said. Legolas pointed the sword at Thorin.

"Not just a thief, but a liar as well."

"He's not lying!" Tony shouted from a few feet away. Legolas frowned.

"Kidnappers as well?" He asked. "Enwenno hain! (Take them!)" The elves begin to lead the company away. As they began to walk, Bofur turned and whispered to Thorin.

"Thorin, where's Bilbo?" He asked before he was pushed along. Thorin looked around, but saw no sign of Bilbo.


The company was led over a bridge and into the Woodland Realm. After they passed through, Legolas addressed the guards of the gate.

"Holo in ennyn. (Close the gate.)" He said. Bilbo, invisible, was running along the bridge and toward the gate. Legolas turned, sensing something, and looked down the bridge. Seeing nothing after a few seconds, he turned and walked through the gates as they closed. Bilbo, unseen, slipped through the gates before they closed.

The company was led through the raised wooden walkways of the Woodland Realm. The entire place was built out of tree roots in a subterranean cavern. The dwarves were pushed, protesting, into several cells. Tony was pushed in with Dwalin.

"This is not the end of it! You hear me?" Dwalin shouted.

"Let us out of here!" Gloin shouted.

"Get off me!" Dori snapped.

"Enough!" Fili said as the elf in charge of him and Lucy pushed them along. The elf stopped him and pulled out another large dagger that was hidden in his coat. Fili sighed in frustration. The elf pushed Fili into the cell and Lucy went to follow when the elf stopped her.

"What are you- Hey!" Lucy let out a yelp as the elf lifted her skirt and grabbed the dagger she'd strapped to her thigh.

"Oi, get your hands off her!" Fili roared. The elf, without a word, closed Fili's cell door on him and moved Lucy to another. Kili addressed Tauriel as she locked him in his cell.

"Aren't you going to search me? I could have anything down my trousers." He said

"Or nothing." Tauriel said. As she haughtily slammed the cell door shut and walked away, Kili looked after her and smiled a little.

"Did you really just say that?" Tony asked from another cell. Legolas walked past Lucy's cell and stopped before turning to look at her. He motioned for the elf with the keys to unlock the cell. Fili moved against the bars when he saw Legolas leading Lucy away by the arm.

"Where are you taking her?!" He shouted causing the other dwarves to look out their cells.

"What's going on?"

"What's happening?"

"Where are you taking Lucy?!" Kili asked trying to look out his cell as well.

"Lucy?" Tony looked out his cell. "Where are you goin' with my sister?!" Legolas rolled his eyes and continued taking Lucy away. Dwalin and several other dwarves threw themselves against their cell doors, grunting in their effort. Balin finally yelled at them.

"Leave it! There's no way out." He said. "This is no Orc dungeon; these are the halls of the Woodland Realm. No one leaves here but by the king's consent."