HI AGAIN EVERYBODY! I am very glad that I haven't had any complaints about me deleting my other story! I don't think I will be restarting it again as I've lost all train of thought for it! :( Ahhh well...just means you'll have to love this one even more! Kay here is the next instalment!...PLEASE REVIEW! :D

Repeated Fears

Lark lay nestled in Kili's arms as he updated her on what had happened since she'd collapsed. She was stunned that she had been unconscious for a week. Though, now she thought about it, her stomach felt hollow but, so did everyones. An uncomfortable silence fell over the pair. Neither of them commented on their closeness; Kili was embarrassed and was afraid of what Lark may say. Lark was just savouring the feeling of Kili's arms around her. They were so caught up in their thoughts that they both jumped when Bombur jumped up and stated.

"Look the lights from my dream! Let's go!"

With that he ran off the path and into the dark. Lark shot out of Kili's hold and shouted after him.

"BOMBUR! COME BACK!"

The fat dwarf ignored her and was soon lost. The company began grumbling and soon there was a massive debate on whether they should follow Bombur or not. Lark wasn't paying attention; her eyes were darting around. She was afraid that something was watching them. Her heart sank when she heard Thorin's decision.

"Right we'll follow after Bombur!"

A lump came into her throat as she lagged behind the group. She shifted into a wolf and padded lightly after them. Lights were dotted in front of them; leading the group towards something. They trailed after the lights, their tiny flames dancing about. She froze as the clearing lay in front of them. Bofur and Bifur ran forward as they heard Bombur's shouts. Lark looked about; her wolf eyes were adjusted to the dark and she could she the blurred shapes of the dwarves moving about the clearing. Then she heard the clicking. Kili heard it too; he froze where he stood and drew his sword. What was it? Large, yellow, bulbous eyes gleamed in the dark. The company didn't move. The clicking was coming from all around them. Lark crouched low to the ground as she saw the hairy shapes move towards them; a low growl in her throat.

"Kili what do you think that is?"

The voice of his brother was behind him. Kili could hear the fear that tainted his voice. His throat betrayed him and he couldn't answer. Then he felt his brother being torn away from him. Screams begun to echo around him and the company flew into a panic.

"FILI!"

There was no answer. He shouted for the others but the same thing answered him; silence. Something brushed against him. A hairy leg. A scream caught in his throat as more legs brushed against him. Then a low growling came from behind him. Lark had seen the spider approach Kili but she had been too busy fending one off Ori. Now that spider lay torn apart, still twitching, as she she stalked towards the one on Kili. Her teeth were bared and she let out a loud snarl. The spider turned and she spoke to it.

"You will NOT have him!"

The spider chuckled and stabbed it's pincer into Kili's stomach. He cried out and Lark's stomach twisted as if she was the one being hurt. The hairy beast tossed Kili aside as he fell under the poison and pounced at Lark. She latched her jaws onto one of it's legs and shook it about. The large claws of the spider lashed over her and she could feel the blood trickling through her fur but; IT WOULD NOT HAVE KILI! She wouldn't let it have him! A second spider saw the first struggling and ceased wrapping Dwalin and pounced on the raging wolf. Lark gasped as a pincer was stabbed into her leg and threw off both arachnids. She limped away from the clearing; whimpering in pain. She shifted back and lay under a tree. Tears threatened and she let them flow. She had failed Gandalf and the dwarves. Now she was going to die alone and the company was going to be eaten. KILI WAS GOING TO BE EATEN. She sniffed and glared at the floor.

"NO! I may've been bitten but I'll last longer than they will! I can still save them!"

She pulled herself up and limped back to the clearing. Twelve bundles lay in the far edges of the clearing and the spiders were arguing amongst themselves. She studied her enemy and thought hard. Lark crouched and thought of the spiders as er body shifted. Six more legs sprouted and large eyes grew and there she became a spider. She clicked her pincers and the group turned to look at her.

"Who's that?"

She scurried in and clicked her pincers. The largest spider came forward and eyed her. He barked at a smaller one.

"SHELOB! You recognise this one?!"

The smaller female came towards Lark and sniffed at her. She studied her wound and thought back to the spider who had helped her fend off the wolf. Obviously it was this female. What Shelob didn't know was that one had followed after Lark and was mysteriously slain.

"Yes this female helped fend off the wolf!"

Lark let out a silent breath; glad of the mistake. The spiders went back to their argument and she listened.

"Don't hang them too long! They're not as fat as they might be. Been feeding none too well of late, I should guess!"

She restrained the urge to hiss a the male.

"Kill 'em I say! Kill 'em now and hang 'em dead for a while!"

Lark tensed and glared at the large female. It's bloodlust disgusted her. A struggling bundle caught her eye. It was the largest by far and Lark knew who was inside-Bombur! A spider appraoched him; his large pincer drawn and ready for the kill. Lark drew out her pincer and...

"Old fat spider spinning in a tree! Old fat spider can't see me! Attercop! Attercop! Won't you stop you're spinning and look for me? Old Tomnoddy, all big body, Old Tomnoddy can't spy me! Attercop! Attercop! Down you drop! You'll never catch me up you're tree!"

Lark looked about for the source. A voice she knew well. A voice the dwarves had all doubted. A voice that belonged to one person in particular-Bilbo?!

Okay spiders will continue in the next chapter! Along with some elves! I'm letting you all know that Legolas will not be in this as I will be using him in another story (my sequel). But Tauriel will be in it (NO KILI/TAURIEL) and instead of Legolas I will be MAKING UP another elf! Any comments or complaints please review and tell me! TTFN