It did not take them too long to reach the edge of Mirkwood. They dismounted the horses and Halien looked at the trees, a sadness in her heart. She did not realize that she was crying until Thorin grasped her hand and asked if she was alright.

"I am sorry. It has been so long since I have been here. The trees…. They are crying out in pain…." She said.

Halien and the others watched as Gandalf approached the woods.

"The Elven Gate." He muttered. Turning to the others, he said, "Here lies our path through Mirkwood."

"No sign of the Orcs," Dwalin mentioned. "We have luck on our side."

"I do not sense them near," Halien added. "They feel very far away, but they remain close enough for us to be wary."

Gandalf looked into the distance and Halien sensed Beorn standing watch on a near cliff to the south of their position. "Set the ponies loose," Gandalf ordered. "Let them return to their master."

"This forest feels sick," Bilbo said. "Like a disease lays upon it. Is there no other way around?"

"Not unless you wish to go two hundred miles north or twice that distance to the south," Gandalf explained.

As the company went about taking their packs off, Gandalf stepped through the gate. As he walked a few feet further into the woods, Halien felt a familiar presence. It was that of Lady Galadriel and that meant she was reaching out to someone. Halien looked around, then started when Gandalf suddenly came hurrying back out of the woods.

"Not my horse! I need it!" Gandalf said.

"You're not leaving us?" Bilbo asked, suddenly worried and frightened.

"I would not do this unless I had to," Gandalf said.

'Lady Galadriel has a task for you, doesn't she?' Halien asked him. 'I felt her presence. Does it have to do with the Necromancer?'

Gandalf nodded, then he looked at Bilbo. "You've changed, Bilbo Baggins. You are not the same Hobbit as the one who left the shire."

"I was going to tell you," Bilbo said with urgency, like what he had to say would never be said unless it was right then and there. "I found something in the goblin tunnels."

"Found what?" Gandalf asked, looking at him with concerned interest. "What did you find?"

"My courage," Bilbo answered, but Halien felt that he was not entirely truthful and that he was hiding something from the wizard.

"Good. That's good." Gandalf replied. "You'll need it."

Turning away from the hobbit, the wizard walked to the horse. "I'll be waiting for you at the overlook, before the sweeps of Erebor. Keep the map and key safe. Do not enter the mountain without me." He said, looking to Thorin at the last part, then mounted into his saddle, gave a warning not to leave the path, and urged his horse forward, galloping off to the north.

"Why must he leave?" Ori asked.

"There is an important task he must attend to, Ori. His succession in this task may have a crucial part to play in the coming war." Halien explained. "The numbers of Orcs are increasing every day and soon enough, they will have a large enough army to overtake Middle Earth. Do not hesitate to think they will not take advantage of that fact and sit idly by."

The company nodded and set their mounts loose. Halien looked towards the forest. "We must be careful. This sickness upon my homeland is dark and Gandalf is right. The illusions the sickness will create will try to push their way into our minds and can easily lead us astray. I will try to lead you safely through these woods, but I do not know how things have changed. So long as we stick to the path, we will remain safe."

And with that, she nodded to Thorin and turned to lead the company into the dark trees that were once her home.

It seemed as though hours passed by and Halien had thus far led them on the path and through the winding trees. They came to the stone bridge that Gandalf had spoken of. Halien remembered it vaguely, but it was broken, unrecognizable. They tried to climb across the vines, but Bombur fell asleep and landed in the water. They had to carry him for a while, then stopped to rest. Everyone's heads were spinning and Halien could feel the strain it was putting on her. She felt a strength, however coming from the babe. Halien looked up as Thorin took off, away from the path. They followed him quickly, but they were soon lost. Nori stopped next to Halien when they realized something had gone wrong.

"Why have we stopped?" Thorin asked, coming to stand next to them.

Nori pointed. "The path… it's disappeared!"

Thorin looked and saw a giant chasm in place of where the path should have been. He looked to Halien and she shook her head in disbelief.

"I don't understand… The path was right there, it was the right path. I don't understand how this could have happened…"

Thorin grabbed her hand and squeezed gently. "It's fine. You have not been here in over half a century. You did warn us that things may have changed since then and you would not be able to recognize them."

"We've lost the path," Oin said.

"Look for the path," Thorin ordered. "All of you, look for the path!"

The company tried to look for the path, but could not find it. They searched and searched, and were soon lost. Even Halien was lost; she couldn't recognize anything anymore. The company continued to walk around, trying to find something that would lead them back to the path, but they could not. They began to grow weary, frightened, confused and all those emotions mixed with the illusions that were beginning to take their hold broke through the barrier that Halien had built earlier the year before. His head began to ache with the thundering of the dwarves' emotions and the thick illusions that were beginning to cloud their minds.

She became very dizzy and stopped for a moment. "You all have to remain calm. Keep your minds clear…" she managed to get out.

"Are you alright, lass?" Bofur asked.

"These illusions are breaking my barrier. You are all confused, weary. Your emotions and thoughts are crashing into me like an avalanche. I cannot bear it any longer."

Thorin came to her side. "We need to be careful, then. Try to relax, try to push them out."

Halien stood. "I am trying, but everyone must try to be calm. I cannot help otherwise."

The others nodded and they continued on their way. Halien could still feel the illusions pulling at her companions. Hours seemed to go by and when they stopped again, Ori picked up a pouch. Dori took it and looked it over.

"There's dwarves in these woods." He said.

Bofur took a look at it as well as he said, "Dwarves from the Blue Mountains, no less. This is exactly the same as mine!"

Bilbo scoffed and said, "That's because it is yours. Do you see? We've been going in circles. Were lost."

"We're not lost." Thorin retorted. "We keep heading east."

"Which way is east?" Bofur asked.

"We've lost the sun," Gloin replied.

"Thorin, face it. We are lost. None of these trees look familiar, that's Bofur's pouch, and we are no closer to finding the path than we were an hour ago." Halien said.

Bilbo was the only other person besides her that seemed to have a clear head compared to the others and Halien watched as he climbed up the tree. 'I'm going to climb to the top, find the sun, and see which way we need to go from here.'

'Be careful, Bilbo.' She replied.

As Bilbo disappeared into the branches, Halien looked around. She could hear a rustling in the trees off in the distance, but she could discern whether it was Bilbo or if it was… something else. It did not take long for her to get her answer.

A few minutes after Bilbo had climbed to the top, he was seeing the tops of the trees rustling vigorously while Halien and the others below him were being ambushed by giant spiders, like the ones Radagast had spoken of.

"Look out!" Halien cried out as the spiders surrounded them, knocked them into the trees and rocks, knocking them unconscious. Halien drew her dagger and tried to defend herself, her child, but she was pushed backward and hit her head on a rock. Her world went black and she slumped down, landing on her side. Halien and the others, Bilbo included, were wrapped up in the spiders' webs and dragged to their nest where they were going to be fed upon.

It was not long after that Bilbo had woken up and cut his way out of the sack, freeing himself. He somehow managed to distract the spiders, sending all but one in search of another meal that was not there. Bilbo attacked the one that had stayed behind, killed it, and then cut his companions down. The sacks that contained each of the company members seemed to float down as they fell through the canopies of webs. When they all reached the forest floor, they woke up and realizing they were still trapped, scrambled to free themselves.

"Where's Bilbo?" Bofur asked.

"I'm up here!" the hobbit called down to the others but stepped back as another spider came upon him. He fought it off, but just as he managed to knock it over the edge of the large branch, the spider hooked its legs around him and pulled him down.

Halien ran to him when he thumped onto the ground and helped him up. She looked to Thorin and he nodded, understanding her gaze. The company drew their weapons and fled, trying to escape the spiders. They ran and ran, fending off most of the attacks, but they were vastly outnumbered and just when they thought they weren't going to make it out alive, an elf jumped onto the back of one of the spiders and rode it into the ground as it slid down the hill.

Before she could see who it was, Halien sensed that Bilbo was off somewhere nearby, safe for the moment, but she sensed that Kili was in grave danger. She turned and ran towards him. As she came into the small clearing where he was, she saw an elf jump out of the trees and attack the spiders. She twisted and spun out of their reach, shooting arrows and stabbing them with her knife. Halien jumped in and cut down the last few that came at them, but the elf threw her blade at the final one that had come upon Kili. She turned and aimed an arrow at the dwarf, but Halien ran and stood in front of him when she realized who it was that had saved him.

"Hello, Tauriel."