Hi everyone!

So, fun life update, I'm participating in Camp NaNoWriMo, which is where you write a set goal in 30 days; I'm trying to write 50,000 words! My project is a Beauty and the Beast/Alice in Wonderland retelling, and I'm slightly behind. I also have another project that I have to finish, so it's hard for me to work on fanfiction projects that I have little motivation for. BUT this is actually my favorite; I would update more often, but I'm trying to regulate how often I update my different fanfictions. Since this is a special occasion however, I will be posting on this whenever I want; up to a few times a week.

But I'm sure you don't want to listen to me ramble any longer-onto the story!

I woke early the next morning, and everyone but Nedhar was still asleep. I crept into the kitchen to see Nedhar staring at a giant bee. "I don't like bees," I said, climbing into a chair next to him, "but that's kinda cute."

"Yeah." He gave it a gentle push with his finger, and the insect flew off. "This place is nice. Peaceful."

"I know what you mean." I patted a mouse climbing on the table. "I want to stay here for a while. I don't think that's likely, though. With-" I looked around, lowering my voice. "With Beorn not liking guests, I think Gandalf and Thorin will push us to get out as fast as we can."

The rest of the Company began to straggle into the dining room, and I noticed with a start that Beorn had begun preparing breakfast. He passed out bread, with goat cheese, jams, and honey to slather on it. On top of it all, he kept our mugs filled with milk. "So you are the one they call Oakenshield," he said to Thorin. "Tell me, why is the Defiler hunting you?"

"You know of Azog?" Thorin looked up. "How?"

Beorn set down the pitcher of milk, his gaze focusing on something a lifetime away. "My people were the first to live in the mountains." He glanced at Nedhar, whose head was bowed. I reached under the table and touched his knee. "Then the orcs came down from the north. The Defiler killed most of my family, but he enslaved the rest. Not for work, but for sport." Including him. I noticed a broken iron manacle on his wrist. I shot Nedhar a look, but his face was unreadable. Had he been tortured; dragged away from his family, caged by the vilest of creatures, set upon by wargs for fun? Had he escaped? Was that why he was by himself in the mountain pass?

"There are many others like you?" Asked Bilbo.

"There were. Now there are only two." He looked at Nedhar with heavy eyes, before changing the subject. "You must reach the lonely mountain before the last day of autumn."

"Before Durin's Day, yes." Gandalf nodded. "And we're running out of time. We must go through Mirkwood."

"There's a darkness upon the forest, an alliance between the orcs of Moria and the Necromancer in Dol Guldur. Right between the two lies Mirkwood; it's not safe."

"The Elven Road," said Gandalf. "That way is still secure."

Beorn snorted. "Secure? The wood elves are not like their kin in Rivendell. They are less wise and much more dangerous. Yet I suppose it matters not."

"Why?" I asked.

"These lands are crawling with orcs. Their numbers are swiftly growing, and you are on foot with no supplies. You will not reach the forest alive." He gripped the milk pitcher hard, his muscles and veins standing out. "I don't like dwarves." His voice had plunged to a growl, and I squirmed. "They're greedy and blind to the lives they deem less than their own."

Wasn't that true? They thought less of me because of my human blood, and they ignored me. They didn't care much about Nedhar; I was the only one who worried about him. But I wasn't so mad at them because of their shortcomings that I wanted them to die. I mean, if Beorn turned on them, I would most likely be killed as well.

Beorn picked up a white mouse from the table and held it for a moment before finally speaking. "But orcs I hate more." He looked back at Thorin. "What do you need?"

Beorn led us out to the fields, whistling. I gasped as his ponies galloped into view - white and black, with flying manes and proud eyes. Excitement welled up in me as I stepped towards one, rubbing its nose. 'Always respect your animals, and they'll respect you,' Father had said. I whispered to it, telling it how beautiful it was and how proud I was to ride it.

"Go now that you have the light," said Beorn. "Your pursuers are not far behind."

He turned to leave, but Nedhar spoke. "Thank you, Beorn." The man turned back, eyes intent on Nedhar. "You don't how much this means to us."

Beorn studied him for a moment. Giving him a slow nod, he turned away again and disappeared.

We rode to the Elven Gate, and I gazed in awe (pretty common for me, I know. I didn't get out very much). Two statues of an elven woman, covered with vines, stared at us, guarding the way through what used to be the Greenwood. "Here lies our path," said Gandalf.

"No sign of orcs," said Dwalin. "It seems luck is on our side."

I saw Beorn in the distance, so I guessed it wasn't just luck. "Set the ponies loose," ordered Gandalf. "Let them return to their master."

There were a few grumbles, but I was more disappointed than reluctant to turn my pony loose. "Goodbye," I murmured as I slid off. I kissed him on his nose, giving him a gentle slap to set him galloping home.

"This forest feels...sick," said Bilbo. "As if a disease lies upon it. Is there no way around?"

"Not unless we go two hundred miles north...or..." Gandalf trailed off, walking towards the forest.

I turned away from him, to where Ori was having trouble with his pony, which was rearing and tossing its head. "Here." I grabbed the bridle gently, stilling the pony's tossing head. Taking the reins from Ori, I looped them around the pony's neck. It turned and galloped off without a moment of hesitation.

"Thanks," he said. "Horses scare me."

"I got that," I said with a smile, turning to where Gandalf's horse stood patiently, chomping on the rope bit. I reached out to loosen the bridle and set it free, but Gandalf pushed me aside.

"Not my horse! I need it." He climbed onto it. "Keep the key and the map safe. Don't enter the mountain without me. The woods are thick with illusion. Stay on the path, do not turn from it!" He wheeled around and cantered off. It was our turn to step out onto the next part of the journey by ourselves.

The going had been easy at first. The path had been visible, but as they continued further into the forest, Dwalin needed to prod the ground with his axe to find the stones. Now night was falling. Kili was exhausted, not bothering to hide his yawn.

The Company had stopped moving, he noticed. "Nori?" His uncle asked. "Why have you stopped?"

"The path!" Said Nori, looking around wildly. "It's disappeared!"

"What's going on?" Asked Ori.

"We've lost the path!" Bofur was panicked.

"Find it," ordered Thorin. "Find it! All of you!"

Everyone dispersed to search, but Kili's mind began to reel after a few moments. It was impossible to distinguish anything; the forest melded together, and even the other dwarves appeared as fuzzy spots. He guessed other felt the same; Fili had placed his hand on Kili's shoulder several times, Edolie had sat for a short rest, and Nedhar was taking lots of drinks from his water bottle.

"I don't remember this place," said Balin, shaking his head. "None of this is familiar."

"It's got to be here," insisted Dori, sticking a finger in his ear and twiddling it around.

"What time is it?" Asked Thorin, who - even though he and Bilbo seemed the least affected - was paler than normal.

"I don't know," said Dwalin. "I don't even know what day it is. We might've been looking for minutes, or for weeks."

"Is there no end to this cursed forest?" Asked Thorin, rubbing his face.

"We must keep walking," said Dwalin. "We'll never find the way out if we don't."

They'd been walking for a while when Dori stooped, grabbing something. "Look, it's a tobacco pouch. There's more dwarves in these woods!" His words were slurred, like he'd had too much mead.

Bofur snatched the pouch. "Dwarves from the Blue Mountains, no less." He turned it over. "This looks exactly like mine."

"It is yours!" Snapped Bilbo. "Don't you understand? We've been going in circles. We're lost!"

"Nonsense," said Thorin. "We keep to the east."

"Which way is east?" Asked Dwalin. "We can't see the sun anymore!"

Everyone began to argue, except for Kili. His head ached, and he leaned against a tree. The Company began to push and shove before Thorin shook his head and broke up the fighting. "Quiet, all of you!" He lowered his voice. "We're being watched."

Kili was not a nail-biter, but the temptation to become one was strong as he stared at a tree where Bilbo had disappeared into the Mirkwood canopy. His neck hurt from straining, but he was aware that was the least of his worries.

He noticed Nedhar was not focused on the tree, instead looking around. "What?" Kili asked.

"We're not alone. Something is hiding in the trees." The boy raked his hair back.

Shivers ran along Kili's arms, and he rubbed them. "What do you think it is?"

Nedhar's focus was elsewhere. Something moved in the trees.

"Uncle?"

"Quiet, Kili."

"Uncle, there's-"

"Kili." His uncle had only so much patience, and their time in Mirkwood had worn it thin. "If Bilbo calls to us, I need to be able to hear."

The thing crept closer, and Kili grabbed Fili's arm. "Fili, there's something here." Fili turned, looking around.

"Where?"

Kili pointed to where the moving thing had been, but the leaves were still. "I don't see anything-ahh!" Something pounced from above, pinning Fili and Kili to the floor. From the cries of the Company, Kili guessed more things had attacked.

Thin legs, coated in bristles, ran along Kili's body. He cried out, turning on his back and staring up into the beady eyes of a huge spider. Flaking skin and callouses turned the creature - something Kili had only seen in miniature - into a nightmare. He reached for his sword, but the spider grabbed him, pulling him under it. Something sticky touched him, and he squirmed. He looked around wildly; a few of the dwarves were already cocooned in webs and were being dragged into the trees, but the rest were fighting back. Edolie and Ori were next to each other, trying to fend the spiders off, but one reached from above and snatched Ori. At his scream, Edolie whipped around, dropping her guard just long enough for a spider to grab her around her waist and pin her.

Kili missed the rest of the scene. The spider turned him quickly, surrounding him with silk. He didn't even have time to scream before his face was covered in a web.