A/N: Thank-you all, once again, for your continued readership, and your wonderful reviews. There may be a day or two in between future updates, but we'll try to keep them coming as quickly as possible. Quality over quantity and all that. I'm sure you guys understand. Without further ado, another chapter!

Twenty Six

The morning was cold and damp, as had been the morning before, and the morning before that. No one was willing to get up, but Fili roused them anyway, and sent his brother up a tree to check their heading. They found, to their dismay, they'd been traveling away from the edge again, though which direction was a little fuzzy, as none of them seemed to recall which side of the clearing they'd entered from. The previous night's dinner hadn't been enough to fill their bellies twice, so when they set out again, they were just as hungry as they had been the day before.

"No food," muttered Bombur.

"No water," added Gloin.

"And we keep getting lost." Nori grunted as the travois caught on a large root and jolted to a halt. He let out a string of curses that earned him an impressed look from Bofur, and a scowl from Billa. There was the sudden sound of heavy skittering legs through the surrounding bracken, and the dwarves scrambled for their weapons.

"Circle up!" Dwalin bellowed, his dual axes poised. "Keep together, lads!" They were hardly ready at all when spiders burst out of the underbrush. Three of them, with long, hairy legs and fat, black bodies. The dwarves held fast around Thorin and Ori, defending them with blade and body. The spiders clicked and skittered and keened and lunged, snapping with razor-sharp mandibles. One screamed as Kili buried a knife in the midst of its glistening eyes. Bifur let out a grunt of surprise as a spider caught hold of his leg and started to drag him away.

And now more spiders descended from the branches above, clicking and gurgling their delight over fresh prey. Dwalin lodged his axes in the face of the spider dragging Bifur, seizing the dwarf by his belt and hauling him back into the circle. This was slightly before a massive black shape dropped on them, catching Dwalin in the back of the neck with a sharp, glistening stinger. The sturdy dwarf stood a moment, frowning, before his eyes rolled back in his head and he crumpled. With Dwalin incapacitated, the others were hard-pressed to defend themselves against the onslaught that followed, wherein two or three spiders would strategically target a single dwarf, sting him, and then hold off the others whilst one dragged the dwarf away.

After Dwalin, there went Bofur, Oin, and Gloin. Bombur was assailed fiercely, since his plumpness greatly tempted the hungry arachnids, but he managed to fend off each attack. In the end, he, Fili and Kili stood, surrounded by twenty enormous, scurrying, many-legged shapes. Ori and the sleeping Thorin had been taken, and Billa hadn't been seen since the start of the fight. Many a spider lost life and limb before the three were at last overwhelmed and dragged away.


Too small. Not skilled enough. Not fast enough. Billa stayed silent, hidden, rubbing the ring on her finger and cursing her own cowardice. She had her sword in hand, but what good did it do her if she was too scared to use it? There were just so many of them, and she'd never liked spiders. Was everything in the outside world unnaturally large?

It was painful to watch her friends be taken up into the branches, wrapped up in sticky silk like sick, white fruit. Some of them squirmed and kicked, but after the first sting, none of them really fought anymore. The halfling swallowed tears of frustration as Kili, the last to fall, was stung from behind.

"Fili!" he called weakly, just before being overrun with spiders. Billa's hands balled into fists as she looked away. She couldn't watch Kili being eaten.

Where's that courage now? Where's that Took blood when I need it? I should have helped them.

"This one's plump and juicy," hissed one of the spiders, almost directly over her head. Billa didn't want to hear it, but her legs refused to move.

"Pity about Hessan," hissed a second spider.

"More for us," snapped the first. "Ooh, look, it's still wriggling. Get those juices flowing, lovely. That's right."

"How long must we wait?" asked the second, seeming to have forgotten all about Hessan. "I'm hungry."

"Shevul will not thank us for starting without her. If you don't want to be part of the meal, we wait."

"She better not take too long. I hate dead food."

Billa felt a jolt. They were waiting. The dwarves were still alive.

With careful steps, she moved deeper into the trees, keeping an eye on the white bundles dangling overhead. She found a decent-sized rock, and with a mighty effort that nearly wrenched her shoulder, Billa chucked the stone as far as she possibly could. It hit a tree some yards distant, making a dull thunk that carried easily across the space between them.

"What was that?"

"There's another?!"

The spiders scurried off excitedly, followed closely by their fellows. Taking a deep breath, the halfling sheathed her sword and started to climb, her heart threatening to seize in her chest with every pull that took her farther from the forest floor. The ground was very far away when she finally reached the branch from which hung two of the dwarf-bundles. Sticky white web hung everywhere, and she wondered how in the world she'd missed it before. Clutching the branch tightly as she crawled out along it, determined not to look down, Billa drew her sword and cut down the first of the silky cocoons.


Kili roused at the teeth-jarring impact with the leaf-strewn forest floor. As groggy, sore, and disoriented as he was, smothering inside stifling bands of silk, he had enough wits about him to struggle against his bonds. They'd been loosened in the fall, and he managed to free his arms and so extricate himself- mostly- from the silk. He began hearing other heavy thuds around him, followed by the groans and confused voices of the others as they regained consciousness, and turned to the nearest bundle, ripping at the stretchy strands where the face would be. Bofur. The poor dwarf gasped for breath, squinting as though his vision wouldn't focus. Kili helped him the rest of the way out, and turned to another bundle.

A few of the others had managed to escape and were likewise assisting their fellows, glancing anxiously about all the while for the return of the spiders. They were muddled and clumsy in their efforts to free the others, but panic lent them a certain amount of useful speed. They understood they had no time to waste; wasting time could very well mean their lives.

As Kili tore at the strands about the face of the next bundle, he was momentarily startled to find a pair of very familiar, piercing blue eyes staring back at him.
"Uncle?"

"Yes," came Thorin's muffled voice. "Now don't just sit there."

Kili returned, with a will, to ripping at the stringy spider silk, a smile of tremendous relief spreading across his face. Thorin seemed very much awake... and very much himself. A minute later, he was free. While he was still somewhat shaky and dazed, and looked more than a little disheveled, his hair wild and tangled with leaves and strands of silk, he was strong enough to resume command.

"You're all unarmed?" he asked, frowning. He had Orcrist firmly in hand, as it had been in its scabbard at his side when he was taken.

"They're coming back!" Billa's voice rang out from the branches above them, but the halfling was nowhere to be seen. "Arm yourselves, quickly!"

Fili searched the ground for his swords in a certain amount of panic, and found one of them half-buried in leaves. The others picked up whatever they could find to hand, sticks and rocks, mostly, though a few were fortunate enough to find a weapon they'd dropped earlier nestled amongst the trees or hidden in the bushes and ferns.

The fight was a hard one, as confused and venom-sick as they were, but the flashing brilliance of Orcrist seemed to make a great difference; the spiders didn't know quite what to make of it, or the fierce-eyed dwarf who wielded it with such unstoppable fury. After Thorin slew their Matron, an old, fat, thick-skinned spider at least twice as big as the others, the spiders retreated, leaving the ground littered with severed limbs and the crumpled, curled-legged bodies of the dead.

"We'll be back," hissed one of the fleeing arachnids, shooting a malevolent, eight-eyed glare at Thorin. "We will have our meal yet."

Overwhelmed with relief and disorienting exhaustion, several of the dwarves sat down on the hard ground. Their supplies were ruined, or missing altogether. Many of their number were injured, and they were lacking one burglar.

"Where's Billa?" Fili looked about, his heart pounding again. "Has anyone seen her?"

"Up here." Billa's voice sounded weak. When he looked up, the blond dwarf found their burglar clinging to a tree branch, hanging upside-down and looking rather ill, spattered with black spider-gore. Her sword was, he saw, sticking out of a spider that lay on the ground below her.

Thorin looked up at Billa, blinking in surprise. What was she doing up there? His head still hadn't completely cleared, but he'd been injected with a relatively small amount of venom, which had served to counteract the water's effects. All in all, he wasn't nearly as bad off as the others were.

"Can you climb down?" he called. There weren't many convenient branches leading down from the one to which she clung, and he was prepared to go up after her if necessary. How she'd gotten there in the first place was confounding him.

Billa swallowed hard, eyes still closed. "Maybe. My arms feel like jelly." She tensed all over, and it looked for a moment like she would try to move along the branch, but neither her arms nor her legs moved. Fili moved forward a few unsteady steps and glanced at his uncle.

"Let go, Billa. I'll catch you."

It took several tries to convince her to just let go, and when at last the hobbit dropped into his arms, it looked like it was mostly because her arms had lost the strength to keep her up any longer. The sound that accompanied her fall was like a breathless scream, and when Fili caught her, it didn't exactly go down without a hitch. Or maybe it did- since the burglar hit his arms and the dwarf fell, his legs giving out under the additional weight.

Dropping Orcrist, Thorin quickly helped the two to their feet. The others were busily swiping bits of spider silk from their hair, beards, and clothing, looking weary and ragged. They wore edgy, frightened expressions, as though they expected the return of the spiders at any moment... or possibly something worse. In a place like this, there was no way of knowing just what might appear out of the darkness between the trees.

"Are you hurt?" Thorin asked, sweeping his gaze over the halfling briefly before meeting eyes with Fili.

Fili shook his head slightly, seeming more unsettled than hurt. He was just as disoriented as the others, and as he managed to regain some form of physical stability, he quickly checked over his shoulder to see if the spiders were coming back.

"Other than a bad headache and being more tired than I've a right to be, I'm fine. What about you, Billa?" Fili glanced at the halfling, who met his gaze shakily. She was unsteady on her feet, but offered him a fleeting smile.

"I'm alright, I think. I didn't get bitten, unlike the rest of you."

The blond touched the back of neck and shuddered when his hand encountered a nasty, swollen spiderbite the size of one of his knuckles, and weeping some sort of sticky liquid.

"We got off track... heading more north than northeast..." Fili glanced around for Bofur, wondering if the gregarious miner had managed to keep tabs on his sense of direction in all the chaos. He doubted it, but it was worth asking.

As expected, Bofur hadn't the faintest idea which way they'd come, or which way they needed to be going. It seemed they'd have to send someone else climbing to find the sun before proceeding too much further.

While a very feeble-looking Oin tended the bites on the dwarves best he could, Fili and Dwalin filled Thorin in on what had transpired during the day and a half he'd missed.

"And what happened after that? Who... set us loose?" If Thorin didn't know any better, he might've thought it another of Gandalf's surprising, last minute interventions.

Fili hesitated, confused. "You mean it wasn't you?" He glanced at Dwalin, who shrugged. After a long moment of thought, Fili tilted his head to look up at the branches above them, then around at the halfling, who was just then stumbling back into the clearing. She was wiping her mouth with a shaky hand, and had obviously just emptied her stomach into the bushes. He felt a twinge of guilt.

"Billa? Who cut us down?"

She frowned at him, and for a moment, he thought she might not know either.

"I did. What did you think I was doing up there?"

Thorin shook his head in wonder. " 'Fierce as a dragon in a pinch,' the Wizard said, and I didn't believe him." He smiled faintly. "Perhaps Balin will eat his words now about your 'letter opener' of a sword."