The night blew in harsh winds that whipped among the rocks making an eerie whistling sound. Frodo and Sam sat below the rocks, Sam deep within sleep. Shell had positioned herself on a high rock, still looking back over the dead lands. Frodo saw her swallow and turn away from the dark terrace, her eyes closed. He found himself stumbling up the rocks till he reached her.

"May I join you?" Frodo whispered.

"If you wish" she choked in response. Frodo furrowed his brow and sat beside her.

"What's wrong?" he finally asked, after what seemed like ages of silence between them. Shrell swallowed again.

"For a moment in time I could hear laughter. It was almost around me. For a fragment in space I could see our companions. They were almost right in from of me. But that glitch in reality is gone and all I see now is the dead land around me and all I hear" She paused, almost instinctively letting Frodo listen to the wind, "Is the voices in the cold night wind, consuming my thoughts.....an unforgivingness in the cold words spoken to the ones who listen, the ones who hear."

Frodo was unable to reply. Another gust of wind whipped by him, almost spiraling around his head before whipping off to the lands below, yet he heard nothing.

"What do they speak of?" Frodo asked.

"Listen..." Shell answered, placing a finger to his lips. Frodo sat silent, his mind drifting. Another surge of wind entwined them. This time he heard a sharp whispering voice swirling around him.

~No lives lie here,

No future will come.

Death crawls near.

All past shall come undone.

Smell it upon the air,

An evil close but unseen.

Sent from the depths of despair,

to cloud reality with dream.

Fangs sharp as blades,

as sword piercing skin.

It's work is finished, evil no longer stays.

but poison now dwelth within~

The words faded and Frodo was left unable to utter a word.

"You heard them" Shrell whispered, dazed.

"Will you not rest?" Frodo changed the subject.

"They speak to me of evil, of poison...death. They tell me to be wary and to never stray too far from existence of friendship, for if I stray, I stray to my doom. Such thoughts do not let one sleep an undreaming sleep."

"Then dream, I shall not let your mind stray from me" Frodo placed a hand on her shoulder. "Rest"

~~

Night passed slowly and Frodo stayed awake. He watched Shrell and Sam closely, who soon began to stir and Frodo decided to travel the rest of the night. Their pace was slow, almost as if they were dragging a heavy weight, yet in truth a heavier weight then any human strength could lift rested upon their shoulders.

No sun met the horizon, leaving no sign if it were nigh or day. They travels for days, to their best calculations, stopping to rest for about eight hours when sleep was needed. Frodo could not make the voices in the wind stop whispering and his sleep was always troubled.

The companions grew more tired as the days pressed on.

"Mr. Frodo, when will we rest" asked a weary Samwise.

"Press further, we shall rest soon" came a monotonous answer from Frodo.

The trudged further, barely able to carry themselves. Frodo was about to fall into dreams when a sudden noise aroused him. It was a low hissing noise. He spun around to see a grim shadow creep behind the rocks and disappear. Frodo shook his head and kept going.

The air began to feel thicker as the walked further, as if they were breathing under a blanket. The dull fog in the air hung like an eerie barrow-Wright among them, watching them. There seemed to be eyes upon them.

Frodo again felt sleep nag at him but a sudden hiss awakened him. This time Shrell heard it too. She narrowed her eyes.

"I'll see what it is" she offered. Frodo was about to stop her when she disappeared in to the fog. He decided to let her go.

There was a sudden cry of a beast from her direction then a hiss. The silence again took over and there was nothing. Frodo was about to go after Shrell when there was a blood-curtailing cry and she immerged from the fog.

"What was it?" asked Sam.

"Nothing" Shrell replied, motioning for Frodo to lead them on.

The rocks were quite easy to ramble over at this point, they were long and flat surfaced. Frodo scrambled along, Sam right beside him. They hopped over out of place stones and scrambled over the flat boulders with much ease. Smeagol was of course the fastest and seemed very pleased with himself until Aquarius darted infront of him.

Frodo motioned to Sam to find a good place to rest and Smeagol followed, Aquarius just ahead.

Frodo heard a sudden gasp from behind him. He spun around to see Shrell, sunken to her knees and taking in shaky breaths. He rushed to her side.

"What has happened to you" he cried. All life seemed drained from her face. Her skin had become pale and cold.

"I cannot take another step" she gasped. Frodo's memory flashed.

"What happened when you left us to see what lurked behind those rocks" Frodo asked, lifting her pale chin.

"There was a creature, tall. It's legs twice the size of me. It's eyes were so emotionless. It was what seemed like a giant spider. I tried to fight it but before victory had came to me, it sunk it's fangs into my shoulder" she replied, between gasps.

Frodo remembered a spider. Cold, wicked, giant.....Shelob.

"I...I..." Shrell tried to speak but her words were cut off by gasps and groans, then she collapsed.

"No!" Frodo cried. He tore her cloak from her shoulder, revealing two deep gouges. Frodo placed his lips over the wounds and sucked the blood from them, spitting it to his side.

Shrell did not move, her body slumped on Frodo.

"No, I can't loose you!" he cried, hot tears boiling down his cheeks. He tried in vain to awaken her till every part of him ached with sorrow. "Come back..." he pleaded, softly.

"Mr. Frodo I-" came the voice of Sam but he stropped as Frodo turned his head towards him, tears pouring from his eyes, the unmoving body of a hobbit in his arms.

.....to be continued.....

Please! Reviews! Please!