Luckily, Beorn the skin-changer accepted them after Gandalf and the Children of Gaea negotiated with him and was even serving them breakfast with the products of his farm : warm bread, honey, butter, cheese, cream, fruits and nuts. Beorn went around the table with a pitcher of milk. At Gandalf's behest, each dwarf told Beorn their name as he filled their mug. The skin-changer merely noted them. After filling Fili's mug, Beorn spoke to the Dwarf whose name interested him the most.

"So you are the one they call Oakenshield," he spoke to Thorin. "Tell me, why is Azog the Defiler hunting you?"

The Dwarf King blinked in surprise at the revelation. It was also an opportunity to get more information about the Pale Orc.

"You know of Azog?" Thorin queried in response. "How?"

Beorn slowly began walking to his own chair. "My people were the first to live in the mountains, before the Orcs came down from the north. The Defiler killed most of my family, but some he enslaved."

Sitting next to each other, Bilbo and the Children spotted the remnants of an iron manacle around Beorn's wrist.

"Not for work, you understand, but for sport," Beorn continued his narrative. "Caging skin-changers and torturing them seemed to amuse him."

Unknown to all, Airachnid was feeling nothing but shame and guilt hearing Beorn's story. Azog's actions against the skin-changers brutally reminded her of her actions after Tarantula and Blackarachnia's deaths. Arcee caught her look but didn't say anything, feeling she was punishing herself enough. Cade took Airachnid's hand in his own to comfort her.

"There are others like you?" Bilbo asked.

The question brought Airachnid back to the here and now.

"Once, there were many," Beorn answered.

"And now?" the Hobbit followed up.

Beorn paused before answering, "Now, there is only one."

The Dwarves, Bilbo and Gandalf looked on in silence as Beorn sat in his chair. Their feelings towards their host were predominantly sympathy and empathy. It wasn't just Durin's Folk who'd suffered at the hands of the Pale Orc.

" So you need to reach the mountain?" Beorn put to the Company.

"Before Durin's Day falls, yes," Gandalf quickly confirmed.

Beorn was familiar with the date.

"The last days of autumn are closing in," he observed. "You are running out of time."

"Which is why we must go through Mirkwood," Gandalf spoke their only choice under the circumstances.

Their host believed that was even less wise than going near goblins. Radagast wasn't the only one aware of the recent stirrings within Mirkwood.

"A darkness lies upon that forest," Beorn repeated what the Brown Wizard had found out. "Fell things creep beneath those trees. There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need."

Unlike Gandalf and the Children, the rest of the Company had barely given the Necromancer a second thought. However, they didn't doubt the rumours about him being an evil and powerful sorcerer. Beorn's news about the Necromancer being in league with Azog meant they had two dangerous enemies to worry about. Even Gandalf thought avoidance was the Company's best strategy.

"We will take the Elf-path to the north," the wizard specified their route. "That way is still safe."

"Safe?" Beorn challenged the assumption. "The Wood-elves of Mirkwood are not like their kin. They're less wise and more dangerous."

"But it matters not," Beorn began to raise it.

"What do you mean?" Thorin warily asked.

"These lands are crawling with Orcs," Beorn spoke about what lay in their path. "Their numbers are growing, and you are on foot. You will never reach the forest alive. "

Thorin was visibly shocked by the news. Despite the Company's best efforts, Azog must've known about their quest for quite some time. Possibly even before Thorin and his followers had departed the Blue Mountains. Who knew full extent of forces the Pale Orc had time to prepare and deploy?

"I don't like dwarves," Beorn reiterated before walking toward Thorin. "They're greedy and blind, blind to the lives of those they deem lesser than their own."

As if underlining the point, Beorn gently picked up a white mouse from the table that Fili had brushed off his sleeve. None of the dwarves thought it was a good idea to argue with their host as he continued approaching Thorin. The Dwarf King resolutely crossed his arms when the skin-changer stopped in front of him.

"But Orcs I hate more!" He growled bear-like before asking Thorin, "What do you need?"

( later )

Beorn ended up aiding the Company and more. As Gandalf had earlier hoped, Beorn spent the next few hours preparing them supplies to last their journey through the forest. Food packed for easy carrying included nuts, flour, sealed jars of dried fruits, earthenware pots of honey, and twice-baked cakes that would keep a long time. Waterskins were included that could be filled at streams and springs along the way. Kili was also no longer the only one in the Company armed with a bow. Thorin and several others were also supplied with one along with a full quiver of arrows. Beorn said they shouldn't waste them hunting game – they'd need every single arrow if attacked by Giant Spiders.

The Company lunched with their host before being ready to depart in the early afternoon. It was here that Beorn provided arguably his most crucial bit of assistance. To outrun the Orcs, the Company had been given a horse and ponies to reach the Elf-path as quickly as possible.

Jack, Cade, Spike, Mikaela, Epps would run alongside the ponies while Korra, Lennox, Arcee, Airachnid, Charlie, Rad, Pit and Alexis would ride on Naga, a caragor and an hoverboard.

"You will leave my ponies before you enter the forest." Beorn said

"Of course." Gandalf answered

Suddenly, the two heard crows squawking and flying away in the trees above them.

"We're being watched." Gandalf noted

"Yes. The Orcs will not give up. They will hunt the Dwarves 'til they see them destroyed." Beorn added

"Why now? The Defiler crawled from his hole." Gandalf said

"There is an alliance with the Orcs of Moria and the sorcerer in Dol Guldur." Beorn reminded

"Are you sure?" Gandalf asked

"Yes. Orcs have been seen gathering there. Each day, more and more come." Beorn explained

"You know this sorcerer? The one they call the Necromancer?" Gandalf asked

"I know he is not what he seems. Fell things are drawn to his power. Azog pays homage to him." Beorn said

"Gandalf." Thorin called

Gandalf turned to look at Thorin.

"Time is wasting." Thorin said

Gandalf started walking until Beorn spoke.

"There is more." Beorn said

Gandalf stopped upon hearing this.

"Not long past, word spread. The dead had been seen walking near the High-Fells of Rhudhaur." Beorn said

Gandalf turned to look at Beorn.

"Yes." Gandalf said

"Is it true? Are there tombs in those mountains?" Beorn asked

Gandalf thought to himself silently. He remembered what Lady Galadriel said during the meeting of the White Council in Rivendell. And not only that, a vision played in his mind.

(Many years ago)

Several men walked to a tomb at night with a body covered in cloth and wrapped in chains.

"When Agmar fell, the men of the North took his body and all that he possessed and buried him within the High-Fells of Rhudaur. In a tomb, so dark, it would never come to light."

The men placed the body in a stone tomb. One of the men carried a sword and threw it into the tomb. Then, the men sealed the tomb shut.

(Present time)

"Yes. Yes, there are tombs up there." Gandalf answered

"I remember a time when a great evil ruled these lands. One powerful enough to raise the dead. If that enemy has returned to Middle-Earth, I would have you tell me." Beorn said

"Saruman the White says it's not possible. The Enemy was destroyed and would never return." Gandalf said

"And what does Gandalf the Grey say?" Beorn asked

Gandalf remained silent for a moment. The two then heard more crows cawing in the trees above them.

"Go now, while you have the light." Beorn urged them

Gandalf walked away toward the ponies.

"Your hunters are not far behind." Beorn said

( later )

The Company rode hard over the next four days to reach the forest-gate. They didn't just drive their borrowed mounts to avoid orcs and wargs. A chill mist every morning indicated it was only weeks before autumn turned into winter. Fortunately, the Company's journey over grassy hills and plains was largely devoid of incident. They saw nothing save flowers, birds, scattered trees, and occasionally small herds of red deer browsing or sitting at noon in the shade. Some of the dwarves were keen to again feast on venison. That was until Gandalf repeated Beorn's warning about their limited supply of arrows.

They woke just before dawn on the final day of their journey. The Company filled their waterskins at a clear spring close-by before riding Beorn's steeds a final time. As soon as it was light, they saw on the eastern horizon Mirkwood's seemingly endless expanses. Wanda's initial impression of the infamous forest was it resembling a black and frowning wall. The land began sloping upward as an uncomfortable silence started drawing in on the surrounds. There was no sight or sound of birds or deer like over the previous three days. It seemed nature itself shunned Mirkwood as the grass become dry and devoid of flowers. By afternoon, the Company finally reached their destination. They halted before the eaves of the forest. The wizard quickly found an ancient archway overrun by wild plant growth.

"The Elven Gate." Gandalf whispered the discovery to himself before calling out, "Here lies our path through Mirkwood."

The dwarves thought it was a further sign luck was on their side.

"No sign of the Orcs," Dwalin cheerily observed

As the rest of the Company began dismounting, they were unaware they'd been tracked by something other than Orcs. Gandalf noticed a huge black bear looking down on them from a distant ridge. Obviously, Beorn wanted to be sure the Company upheld their end of the bargain about using his steeds.

"Set the ponies loose," Gandalf loudly commanded. "Let them return to their master."

The dwarves and Bilbo didn't argue as they immediately began taking their supplies off the ponies. Mirkwood felt even more sinister to the Children of Gaea close-up than at distance. Nothing about its trees could be described as green or healthy. Their trunks were huge and gnarled, their branches twisted, and their leaves were dark and long. Ivy grew on them and trailed along the ground. And not even the forests of the Trollshaws possessed such a malicious aura. they weren't alone in their perceptions of Mirkwood.

"This forest feels...sick, as if a disease lies upon it," Bilbo observed as he walked towards it. The aura was enough for him to question going through the forest at all. "Is there no way around?"

"Not unless we go two hundred miles north, or twice that distance south." Charlie ruled out the option. " And if we go south, we'll be in the reach of Dol Guldur. "

Everyone shuddered as Rad and Charlie unexpectedly gave a cry of pain. They sunk to their knees while grasping their heads. All their friends immediately rushed to his aid. Nori grasped the horse's reins as it threatened to join the ponies. The rest of the Company was solely concerned about the Grey Jedi and the ranger. Lennox and Epps held them in support as Oin fulfilled his duty as healer.

"What's wrong, you two ?" Oin asked on everyone's behalf.

Rad took several moments to answer.

"I felt a sharp pain in my head," he winced in response. "And…And for a moment I thought I saw…"

"Saw what?" Fili gently encouraged as she hesitated.

The Ranger took a deep steadying breath before revealing what had both pained and scared her.

"An eye," Charlie shakily described it. "A red, flaming eye."

Reactions varied among the gathered. A troubled Bilbo chose not to say he saw the same thing at the moment Wanda screamed. Standing at the back, Gandalf could only think of what had been graffitied on the Elven statue. Most of the dwarves could only exchange uncertain looks. While concerned about the two, the Company's leader also knew they were in no position to allow them to rest.

"Can you move, Bradley, Charlie ?" Thorin asked her as sensitively as possible.

"I'm alright," she nodded as the pain began receding.

" We Can continue. " Rad said

The dwarves helped the two get back on their feet. The bulk of the Company gave a sigh of relief at their quick recovery. Gandalf wasn't one of them. Given what happened to them, what the wizard needed to do now felt all the more difficult.

"Not my horse!" Gandalf halted Nori unsaddling it. "I need it."

"You're not leaving us?" Bilbo spoke for the whole Company.

"I would not do this unless I had to," Gandalf tried assuring them. "I'll be waiting for you at the overlook, before the slopes of Erebor." He momentarily stopped before firmly counselling Thorin, "Keep the map and key safe. Do not enter that mountain without me."

Thorin and Balin shared a wary look as the wizard reached his steed. Gandalf segued to inform the Company of the risks on the immediate leg of its journey to Erebor.

"There is a stream in the woods that carries a dark enchantment," he told them. "Do not touch the water. Cross only by the stone bridge. The very air of the forest is heavy with illusion. It will seek to enter your mind and lead you astray."

The Company digested this as it began to lightly rain. Durin's Folk had little love for most woods – if only because Elves preferred residing in them. The fact a realm of Wood-elves was located within Mirkwood was bad enough. But a forest consciously trying to kill them represented a whole new level of dread. Meanwhile, Gandalf had mounted his horse. He concluded addressing the Company with his most important key message.

"You must stay on the path; do not leave it," he stressed and warned. "If you do, you will never find it again."

"No matter what may come, stay on the path!" Gandalf urged them as he galloped away to the south.

The wizard soon disappeared from their sight. Gandalf chose the Elf-path as the Company's way through Mirkwood. Only now, they had to traverse it without him.

"Come on," Thorin began rallying them. "We must reach the mountain before the sun sets on Durin's Day."

"Durin's Day," Dwalin backed up his king. "Let's go!"

The Company began walking towards the Elven Gate.

Thorin led the company, at one point, the path turned a corner.

"The path goes this way." Thorin said

As the group keep 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. Naga helped out by sniffing the ground as they follow the path. Cade even had to use the eyes of truth to dispell illusions of dead ends and shortcuts. Dwalin thumped the handle of his hammer on the ground to find the paving stones of the trail.

"This way." Dwalin said

"Air. I need air." Bofur said

"My head, it's swimming." Óin added

"The stone bridge!" Fili exclaimed.

The Company quickly covered the next few yards. Before them lay the enchanted stream that Gandalf had warned them of. The stream was only ten yards at its widest point. Its waters though were black and stagnant with countless white spores floating upon the surface. A knotted pattern of vines hanged over the stream from trees lining both its banks. However, it wasn't the sorcerous threat posed by the stream that dampened Company spirits.

"What's left of it anyway," Bofur dryly corrected Fili's observation.

The middle two-thirds of the bridge had been broken clean. Gandalf's recommended crossing over the stream couldn't be used. Only one in the Company thought otherwise.

"Wait a second," Cade told them.

The spartan felt something of a second wind having reached a Mirkwood landmark. He released a strong burst of the eyes of truth at the gap in the bridge. The energy swirled in a cloud like pattern before settling over the surface like a green mist. To Cade's disappointment, the gap remained.

"Well, it's no illusion," he said of it.

He and the Children of Gaea jumped over the bridge. Rad then used the force to make the rest of the company levitate across the bridge but as he landed, Thorin saw a white stag come into view from the forest. The stag looked at the group, watching them from a distance. Thorin took an arrow notched on his bow and shot at the stag. Fortunately, he missed intentionally and sent the white stag fleeing into the forest.

"You shouldn't have done that. It's bad luck." Spike said

"I don't believe in luck. We make our own luck." Thorin responded

But as he said that, a branch fell from a tree right on Rad as he was levitating Bombur, making the teenager release the dwarf who fell into the stream, splashing Cade. The two then fell asleep.

" Then, you are the worst luck-maker in Middle-Earth, Thorin. " Airachnid snarked

( later )

Naga was carrying Bombur and Cade on her back as they continued moving through the forest.

"There are voices. Can you hear that?" Bilbo asked

"I hear nothing. No wind. Nothing." Spike

As the group continued to wander the woods, it was beginning to affect them mentally, and they staggered about.

"What hour is it?" Lennox asked

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

"This is taking too long. Is there no end to this accursed forest?!" Thorin yelled

"There is nothing I can see. Only trees. And more trees." Glóin said

Thorin looks off in one direction over to his left.

"There. This way." Thorin said

Thorn moves past the group, and goes down a path.

"Do as I say. Follow me." Thorin ordered

But illusions began anew. Pit looked down and saw himself walking backwards. He looks back at Epps, behind him, and saw himself. His vision begins shifting and tilting.

The forest was starting to affect Arcee's mind as well. As she walked along with the group, Arcee saw herself walking up on the branches of the trees, going in different directions. She saw herself moving forwards, backwards, and upside-down. She even saw herself moving past her from the sides. Arcee shook her head and held her hand up to her forehead, trying to shake off the illusions and clear her mind.

Alexis was also having illusions. As she walked along with her friends, the keyblade wielder looked up and saw herself hanging from the tree branches by her feet above the group. She even saw that she was hanging right-side up as if the world itself was upside-down. Alexis shook her head to try and shake off the illusions.

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 concluded

Bofur took the pouch from Dori.

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

"Because it is yours. You understand? We're going around in circles." Bilbo explained

"Bilbo's right. We're lost." Mikaela added

"We're not lost. We keep heading east." Dwalin denied

"But which way is east? We've lost the sun." Óin asked

The Dwarves began bickering indistinctly. Bilbo looked up and saw a bit of sunlight 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." Bilbo said

Bilbo began climbing up a nearby tree. Epps looked over to his left and saw Bilbo climbing up the tree.

"C'mon." Epps said

The Children of Gaea followed the hobbit close behind. The Dwarves started fighting and pushing each other around. Thorin heard a strange whispering sound.

"What? What's that?" Thorin asked to himself

Thorin turned and yelled at the Dwarves.

"Enough! Quiet! All of you! We're being watched." Thorin ordered

The Children of Gaea followed Bilbo up the trees. As they crawled, they didn't notice the masses of spiderwebs all around them. Their heads broke through the trees and into the air. Suddenly, Bilbo's head cleared as if a spell had been broken. Jack, Arcee and the others felt exactly what Bilbo was feeling. Bilbo breathed deeply, and he saw blue butterflies flying all around him. A butterfly lands right on Naga's snout. The female polar bear-dog twitches her nose as the butterfly landed on her snout. Korra smiled and laughed at this. The sun was setting, and everything looked beautiful. Bilbo smileed and laughed. Bilbo looks back at the Children and saw that they were smiling as well. Then, they look off into the distance and saw several landmarks. Bilbo called down loudly to the Dwarves below.

"I-I can see a lake! And a river. And the Lonely Mountain. We're almost there!" Bilbo called

The group heard no reply from the Dwarves.

"Can you hear me? I know which way to go! Hello?" Bilbo called

Bilbo looks down, trying to see the Dwarves. He then heard a thumping noise in the distance and looked up.

In the distance, the trees were moving under the weight of something approaching. The movement heads straight toward Bilbo, And the Children.

"We should probably get down." Asami suggested

Worriedly, Bilbo climbed down a bit and peers around. He stepped forward, only to trip over a spiderweb and fall several feet, bouncing painfully off branches, and yelling in pain and shock the entire time. Jack climbed down and watched as Bilbo falls off the branches.

"Bilbo!" Jack yelled

Bilbo caught himself on a branch, then watched in horror as a web parts to reveal a massive spider. As the spider opens it's fangs and hissed at him, Bilbo yelled and fell again, landing on his back in an even bigger spiderweb. He was stuck to it and was unable to resist as the spider wrapped him up tightly.

"Bilbo?! Bilbo!" Arcee yelled even louder

The two looked back at their friends who looked worried.

"C'mon! We gotta find Bilbo and the Dwarves!" Jack said

The group quickly climbed down from the trees and onto the forest floor as they now had to search for Bilbo and the Dwarves.

( A while later )

The Children were seeking the Company but even Rad's force senses and Naga's nose could find them.

As they continued their search, Cade began to stirr from his sleep, making Naga stop and delicately put him back on the ground. As he awoke, she began licking his face.

" No, no, bad Naga, we said no licking me. " He said, trying to hold her back

" Cade, you're awake. " Spike said, helping him up

" How long was I asleep ? " Cade asked

" Some hours, Sleeping Beauty. " Lennox answered

" And don't tell me you lost the company. " He noticed

A dead spider suddenly fell from the trees, soon followed by web wrappings. The Children of Gaea unwrapped them and all the dwarves were soon free.

" We can't leave you five minutes without you being in trouble. " Rad snarked

" I told you shooting a deer brings bad luck. " Spike added

Thorin sighed but smiled a bit at their jabs.

"Where's Bilbo?" Bofur asked

"I'm up here!" Bilbo yelled

But they all were soon surrounded by giant spiders. Naga snarled at them before they attacked.

Arcee, Cade, Charlie, Airachnid, Spike, Lennox and Mikaela shot at the spiders, bringing some down before they switched to melee weapons.

Several spiders ran at Jack but he sent them flying with his fists while, at his side, Arcee was striking them with her wrist blades.

Airachnid was using her spider legs to stab several goblins at once, while Cade was using the blades of Chaos.

Korra was lighting her fists and legs on fire and struck any spider coming at her, but she also sent boulders to crush them, while Asami was electrocutting the beasts with her gauntlets.

Charlie was killing the spiders by slashing them with her swords and she occasionally shot at them with her bow.

Spike was using his sword to cut down spiders or shooting at them with his guns while Lennox was using a chainsaw to cut them down.

Epps changed his hands into claws and slashed any spider coming at him while Mikaela shot or kicked any buggers attacking.

Rad was either using the force to sent spiders fly or he cut them down with his lightsabers while Pit and Alexis were slashing at other spiders with their weapons.

Jack and his friends along with the Dwarves defeated the spiders, and began running through the forest. More spiders jumped down on threads of silk in front of them and hissed at them. The group readied themselves to fight, but paused and looked up.

A blonde Elf ran across the treetops, then swinged down a spider's silk, landed on it and kills it. He slided down the forest floor under the spider facing Thorin, slicing it in half, and came up kneeling with an arrow notched in his bow and pointed at Thorin. Several other Elves appeared, drawing arrows and pointing them at the group.

" Show-off. " Spike said, unimpressed

"Do not think I won't kill you, Dwarf. It would be my pleasure." the show-off said

But Charlie drew her own bow and notched an arrow and pointed it at the blond elf.

" You would die before your stroke fell, Legolas ! " She threatened him

The other elves pointed their bows at her but the other Children of Gaea pointed their ranged weapons at the pointy-eared beings.

" Let's not fight amongst ourselves. It's what the enemy wants. So everyone lay down their weapons and nobody will get hurt. " Alexis said, putting her keyblade down.

The Children of Gaea followed her example and the elves, seeing they were no threat backed down. They were joined by Kili, who fell behind, attacked by spiders and saved by a female elf-warrior.

" Search them. " Legolas ordered his soldiers

The Elves approach the Dwarves and Children of Gaea and started searching them. Legolas pulled a picture frame with two pictures out of Glóin's pocket.

"Hey! Give it back! That's private!" Glóin protested

Legolas looks at a picture of a Dwarf.

"Who is this? Your brother?" Legolas asked

"That is my wife!" Glóin responded

Legolas looks at the other picture which is that of a Dwarf child.

"And what is this horrid creature? A Goblin mutant?" Legolas asked

"That's my wee lad, Gimli." Glóin answered

Legolas raised an eyebrow at Glóin, as if he was thinking : " That's what little dwarves look like ? "

An elf was searching Cade who was giving him all his weapons : The blades of Chaos, the amulet of Ouroboros, the Oath stone, the Gauntlet of Zeus, the blade of Artemis, the spear of destiny, the claws of Hades, the bow of Apollo, the Nemesis whip, the Leviathan axe and the Guardian Shield.

The elf was struggling to carry everything at once.

" Oh wait, I forgot. " Cade said, before invoking the barbarian Hammer and placing it in the elf's arms, making him fall under the weight.

Another elf was having the same problems with Spike. The white-haired teen gave him his sword, his two guns, the sword of Sparda, the Yamato saber, the Sword Alastor, the Ifrit Gauntlets, the nunchaku Cerberus, the Swords Agni and Rudra, the guitar Nevan, The Gauntlets Beowulf, the Gauntlets Gilgamesh, the backpack lucifer and the case Pandora.

Then Legolas found Orcrist and accused Thorin of stealing it and lying about where he found it. The group was led away but not before Thorin noticed that Bilbo and Mikaela were missing.

Speaking of them, Bilbo was discretly watching them when he saw a black snake coming towards him that changed into...

" Mikaela ! " He whispered

" Bilbo, you're alright. " She said, relieved " How are you going to infiltrate the palace. That's no Orc fortress. "

" With this. " He answered, showing her a golden ring " I found this in the goblin tunnels."

He then put it on and disappeared, before taking it off and becoming visible again.

But during his demonstration, Mikaela was feeling drawn to take that ring but shook it off.

" Let's save our friends, Bilbo. " She stated


Next Time : Woodland realm.