So I decided to try something different and mix in some things from the book in this one! Thanks again to everyone who has been following and reviewing, so I'm glad you guys are liking the story so far!


"Here lies the path through Mirkwood." Gandalf announced as they reached the edge of the wood "Set the ponies free, let them return back to Beorn."

"Here." Fili said, reaching out to catch Benna as she swung her leg over the saddle.

"Thanks." She reached for her bag only to have her hand smacked away again. "Would people please stop doing that!" She growled rubbing the back of her hand, as Kili shouldered her bag.

"Sorry Benna Oin's orders." He shrugged.

Benna looked at the forest in front of them, a sudden feeling of dread pooling in her stomach.

"This forest feels sick," Bilbo looked around nervously "Is there no other way around?"

The wizard shook his head "Not unless we go a hundred miles to the south."

Benna reached her fingers out, grazing a small statue that lay on the edge of the forest. She recoiled as a jolt ran through the mark.

"Gandalf what is this place?" She asked apprehensively.

Gandalf looked down at her "This used to be the Greenwood, but a darkness now lies over it. They call it Mirkwood now."

Benna shook her head, running her hand over the mark "Something feels wrong. Like there is something in there that doesn't belong."

Gandalf looked at the statue, pulling the vines from it, frowning deeply. Suddenly he turned from them "Not my horse I need it!"

"You're leaving us?" Bilbo cried.

"I must, there are questions that need answering." He turned to look at the company "This is not the Greenwood of old. This forest is thick with enchantment. It will try and deceive you. Whatever may come, stay on the path! I will meet you on the slopes of Erebor," He narrowed his eyes at Thorin "Do not enter that mountain without me".

Benna watched as he spurred his horse on, riding off past the forest.

"Let's go." Thorin called as the wizard disappeared from sight. She gave one last wary look at the statue before following after the company.

...

The forest seemed to close in on them as they walked. The air felt heavy and still around them as the days passed by unnoticed. Benna was on edge. The mark on her arm began to tingle uncomfortably as they continued deeper into the forest. She cast a nervous glance around them, feeling as though something was constantly watching her. Benna flinched as she felt a hand on her shoulder.

"Ok?" Bifur signed pointing at her.

"No." was all she had the strength to sign back.

The company ate in silence as they set up camp for the night. The forest around them quickly darkening.

"Dori, Benna, take the first watch," Thorin ordered "The rest of you get some sleep."

Benna felt Dori's back press against hers as the night closed in around them. The forest was unsettlingly quiet she thought as the long minutes ticked by, her eyes straining to see in the inky forest around them. She jumped slightly as Dori's voice broke through her concentration.

"What are those?"

Benna turned following his finger in the dim firelight. She inhaled sharply as she saw what he was pointing to. In the darkness of the forest, just out of the reach of the fire light were eyes. Multiple pairs of glowing yellow eyes gazed back at them as the pair watched in horror.

"Thorin!" Benna hissed urgently. The dwarf snapped awake at her call.

"What is it?" He asked sharply looking around.

"There are eyes in the forest." Dori answered nervously.

"What is going on?" Gloin grumbled, the rest of the company rousing at his question. Benna pointed to the eyes, unable to speak as more and more began to appear around them.

"Double the watch," Thorin said warily "And keep the fire going throughout the night."

The company nodded as they settled back down onto their bed rolls, but none found sleep as the unmoving eyes continued to watch them.

...

Benna trudged along behind Dwalin, her mind solely focused on mustering the strength to keep putting one foot in front of the other. Her stomach clenched painfully. Their food had run out two days prior, setting the company on edge as the forest continued to stretch on in front of them.

"Is there no end to this accursed forest?" Thorin growled as the light began to wane once more.

Benna slid down to the forest floor dropping her head between her knees as the company came to a halt. Fili and Kili sat down on either side of her as Fili passed a waterskin between them.

"There's not much left." Kili mumbled, sloshing the small amount of water around the container.

Benna pressed her hands to the back of her neck "What are we going to do when it runs out?"

Fili sighed, putting a comforting hand on her back "We will be…".

Benna cut him off "Do not say we're going to be fine, You don't know that!" She snapped angrily.

"I'm sorry," She said tiredly seeing the hurt look on his face "I didn't mean it like that...I just...I'm scared." She admitted.

He shifted closer to her "I know." He said quietly as she leaned her head on his shoulder.

"What is that?". Benna looked up to see Bilbo pointing through the trees-there was a light up ahead of them.

The company cautiously crept forward.

"Elves!" He whispered as he peered through the trees. "We should go to them," He urged "They could help us!".

"No." Thorin growled, "We stay where we are."

"Bilbo is right," Balin said diplomatically "We have no food and little water with no end to this forest in sight. We have little choice but to seek help."

"I'll go." Benna spoke up "No offence but I'm a less intimidating sight than you lot. They might not react well to a bunch of dwarves jumping out at them. We can't risk scaring them off."

Dwalin shook his head "We are not going to let you walk off into the woods alone."

Thorin stepped alongside Benna "I will go with her."

He nodded to her as they set off together towards the light. In front of them she could see the elves more clearly now, They were drinking and laughing as they sat on top of the large tree roots jutting from the ground.

"I'll go up first." Benna whispered as they crept forward.

Suddenly a twig snapped loudly under Thorin's foot. The lights around them went out abruptly, plunging the two into darkness.

...

"Are you awake?"

Benna rolled over, blinking hard as her eyes adjusted to the dim light. She tried to stand, black spots dancing in her vision as her head spun. She fell back onto the floor, the bindings on her wrist pulling painfully tight as she tried to catch herself. She looked around frantically for the company, her face dropping as she noticed the barred door in front of her.

"Benna?"

Thorins familiar voice echoed from just beyond the door, cutting through her panic.

"Thorin?" She called fearfully, pressing against the cell door "Where are you? Are you alright?"

She saw his bound hands jut out from the cell next to her.

"I am fine." He reassured her.

Benna pressed further against the bars, looking around the dim cavern "Thorin where are we?"

"We are in the dungeons of the woodland realm." He answered bitterly.

Benna could feel panic rising in her again "Why are we in the dungeons? Where are the others?"

"Thranduil and his people have no love for dwarves, they are not like their kin in Rivendell. I do not know where the others are, but I would wager they are still in the forest if the elves have not found them yet."

Benna slid down the side of the cell wall "What if something has happened to them?"

"Dwarves are hardy folk, I am sure the company will be fine." There was a pause before he added "They are much better off than we are at the moment". Benna looked up as the sound of footsteps echoed around them. An elf appeared at the door to her cell pulling it open. Beside her she could hear the door to Thorin's cell opening as well.

"King Thranduil wishes to speak to you." One of the guards said, as Thorin and Benna were pulled from their cells.

Benna walked beside Thorin as they were led through a dark hallway and up a long flight of stairs, finally approaching a large set of doors.

"Whatever happens stay close to me." He whispered as the guards opened the doors.

As they entered Benna's eyes were drawn a large throne atop which sat a blond haired elf, elaborately dressed in long silver and red robes. As they approached the elf looked down at them.

"Well this is a surprise, Thorin Oakenshield," He said, watching them with a cavalier smile "Tell me why is it that you attacked my people during their merriment?". Thorin glared at him but said nothing.

"We didn't attack them!" Benna spoke up "We were seeking help. Our companions are still out there, we must go look for them!"

Thranduil turned his attention to her. She could feel his eyes boring into her as he studied her for a moment.

"And what exactly is a group of dwarves doing in these lands?" He asked, suspiciously.

"We are traveling to the Iron hills to see our kin." Thorin lied smoothly.

Thranduil looked him up and down "I think it is for another reason."

She felt Thorin stiffen beside her. "Some might say that a quest is at hand. A quest to reclaim a homeland and slay a dragon."

Thorin narrowed his eyes "What of it?"

"I would offer you my help one king to another." Thranduil said simply.

"Help?" Thorin scoffed "Where was your help when the dragon came? When my people wandered the wilds? I would not trust you should the end of all days be upon us! You who lack all honor!" He yelled, taking a step towards the elf.

"Very well," Thranduil said waving his hand languidly "Rot in the dungeons if you wish. A hundred years is a mere blink in the life of an elf."

The guards seized Thorin by the arms dragging him back towards the doors. Benna moved to follow, only to be stopped as a guard pulled her back.

"Thorin!" She called anxiously, trying to pull free of the elf's grasp.

Thorin looked over to her then to the elven king "What is the meaning of this?"

Thranduil looked at him derisively "What I do in my kingdom is of no concern to you."

"She stays with me." Thorin growled, lashing out as more guards descended upon him, as he tried to push his way through.

"Thorin stop," Benna said cautiously looking over to him, "I'll...I'll be alright."

She watched nervously as the guards drug him through the passage and out of the hall.

Thranduil turned his attention to Benna.

"You can let her go" He said, waving a hand. The guard stepped forward freeing her wrists.

Benna took a step away as the elf released her trying to put space between them.

"How interesting. What are you?" He asked, circling her.

"D..Dwarf, I'm a dwarf." She stuttered, trying not to let the fear creep into her voice.

"I have been in this world for Millennia. You are no mere dwarf, I can sense something in you."

Benna carefully pulled her sleeve down a bit further as he turned away. Suddenly his hand flew out, grabbing her by the wrist, pulling her uncomfortably close. He watched her for a moment before tugging up her sleeve. Benna tried to pull away as he traced the mark with his finger.

"You have been given a rare gift, there are few who have the knowledge to wield such things. I could help you." He said, releasing her arm. Benna jerked the arm back, holding it close to her chest. Thranduil raised an eyebrow "You do not need to fear me."

"Then take me back to Thorin." She said warily.

"In due time. For now you'll stay here as my guest."

Benna shook her head "No. Take me to Thorin." She repeated, fixing him with a hard stare.

"Your loyalty is wasted on those dwarves." Thranduil said with a hint of disgust. "If you will not stay as a guest then you will stay here as a prisoner. Take her to one of the rooms, I want it locked and guarded." He ordered as the guard took her by the arm

Benna tried to pull away "No please my companions are still out there!" She pleaded as the guard drug her back "You have to let me go, we have to find them!" She called futilely as the door slowly shut behind her.

...

Benna lay sprawled on the bed, glaring at the ceiling. She had spent the day trying and failing to pick the lock on the door. She looked up as she heard the lock turn. An elf entered, placing a tray of food on the table before leaving, the lock clicking into place behind them.

"I hope you will be willing to share that". Benna jerked back with a yelp as Bilbo appeared next to the bed. "I've been waiting outside that door for hours waiting for someone to open it." He groaned laying on the bed.

She gawked at him "How on earth did you…"

Bilbo held up a small gold ring in between his fingers before slipping it on, vanishing again before quickly reappearing.

"Found it in the goblin tunnels." He grinned "Terribly useful."

Benna grinned back, pulling him into a crushing embrace "Bilbo Baggins I have never been so happy to see someone in my life. Did you find the others? Are they alright?"

Bilbo shook his head "Not yet but I think I have a good idea of where they the guard comes to get the tray I'm going to try and find them." The two ate quickly, not knowing when the guard would come back. Finally they heard the sound of the lock clicking and Bilbo vanished in front of her.

...

Fili kicked at the bars of his cell in frustration as the last of the guards footsteps echoed in the distance.

"You are going to break your foot doing that."

Fili looked out from the bars "Thorin?"

"Aye I'm down here." Thorin's voice echoed below. Fili could hear the others sigh with relief at the sound of their king's voice.

"Is Benna down there too?" He asked hopefully

There was a pause before Thorin answered "No Thranduil wished to speak to her and I have not seen her since."

"Why haven't they brought her back to us?" Dwalin growled.

"She might be kept somewhere else." Balin guessed "I hope it is at least some place more comfortable than down here."

"Aye," Bofur agreed "It would seem we are in here for the long haul."

"Were never going to reach the mountain are we?" Ori asked glumly.

Suddenly Bilbo appeared in front of Thorin's cell. "Not locked in here you're not." He said smiling.

"Bilbo!" Fili called "Have you seen Benna?"

The hobbit nodded. "I was just with her."

"Is she alright?" Dwalin asked "Why haven't they brought her down here?"

"Thranduil seems to have taken a keen interest in her mark," Bilbo explained "He's got her locked in a room on one of the upper floors."

Dwalin growled "Can you get us out of here?"

Bilbo nodded again "I'm working on it, give me a day or two." He said, slipping the ring back on.

Benna paced anxiously around the room, the hem of the long elvish dress sweeping the floor as she moved. Things were not going according to her plan. She had tried to trick the elven king into getting rid of the guard at her door, pretending to accept his offer of hospitality over the past two days. Even dressing up to attend the elvish party that afternoon. She had feigned sick halfway through, feeling confident in her plan when just one of the servants escorted her back to her room. Her hopes were dashed however when she rounded the corner to find a guard waiting at her door.

She ground her teeth in frustration flopping back on the bed, trying to formulate a plan to get past the guard. There was a knock at the door and seconds later an elf came in with a pitcher of water. "King Thranduil said you had taken I'll. I brought you some fresh water and a tonic." With a bow the elf left.

"I thought you said the guard wouldn't be here!" Bilbo whispered, appearing after the door had shut.

"I know!" Benna hissed. "let me think for a moment!" She said, rubbing her temples, her eyes sweeping the room.

"Ok I have an idea, put your ring on". Bilbo nodded, vanishing beside her.

Grabbing the water pitcher she dumped the water on the floor before flipping the side table over, sending the tray and bottle clattering loudly to the ground. She gave a cry before laying down next to it, closing her eyes. The door opened as the guard ran in, rushing over to Benna's prone form. He leaned over her, shaking her shoulders lightly. Her eyes snapped open.

"Sorry!" She said as she cracked him over the head with the pitcher. The guard slumped on top of her. Benna shimmied her way out from under him grabbing his keys as she stood.

She looked over to where Bilbo stood now visible looking at her wide eyed "That was your plan!?"

She gave him an exasperated look "Well it worked didn't it? Now come on let's go." She said as they ran from the room, locking the door behind them.

Benna crept after Bilbo as they made their way into the depths of the elven city. "Down here." Bilbo said, as they quietly made their way down the long staircase into the dungeon.

"You guys look like you could use a hand." Benna grinned, twirling the ring of keys on her finger as she and Bilbo stepped onto the was a loud chorus of voices as the company caught sight of them.

"Shhhhh!" Bilbo hissed "There are guards still around."

"Benna." Thorin sighed with relief as the young woman unlocked the door to the cell. Above them they could hear Bilbo making his way along the cells unlocking the rest of the company. The two made their way up to the upper floor as Benna helped open the last few cells.

"Benna!" Fili cried as he rushed over, placing his hands on her shoulders as he looked her over "Are you alright? Did they hurt you?"

She shook her head "I'm alright."

He pulled back for a moment, looking her over again "Why are you dressed like an elf?"

She ran a hand over the gown "It's a long story."

He grinned as he traced a finger along the silky material "Kili's right about one thing, We are definitely going to have to keep you in trousers."

"Quickly all of you." Bilbo whispered, leading them down a narrow passage. Benna held her breath as they made their way past two elves who were slumped over a table in the corner of the room, wine glasses still in hand, making their way deep into the cellar.

"What next?" Dori asked, looking around them. "Into the barrels, hurry." Bilbo urged. Benna slid into one of the barrels, stuffing the dress around her before pulling the lid over top.

"What now?" She heard Bofur ask.

"Hold your breath" Bilbo answered as she felt the floor drop from underneath them.

...

It felt like hours had passed since they had begun their trip down the river. Benna's teeth chattered as she tried to shift her position in the cramped barrel. Water continued to occasionally splash through the lid dampening her dress. Finally she felt the current die down as Bilbo shouted the all clear. With a grunt she pushed the lid off the barrel, blinking in the afternoon sun. Around her the dwarves were leaning over their barrels paddling towards the shore. Benna tried the same, her fingers barely touching the water. She growled and leaned forward more, shrieking as the barrel tipped forward too far, sending a stream of cold water flooding in.

"Trouble there Benna?" Bofur laughed as he paddled by.

Benna gave him a rude hand gesture before abandoning the barrel all together, swimming to the shore. Her dress sloshed around her as she moved onto the rocks, the elegant fabric now soaked. She shivered as she pulled her knees to her chest, trying to conserve what little body heat she had. She watched as the rest of the company made their way to shore, most of them looking sore and exhausted.

"You ok there Beanie?" Kili asked as he sprawled out on the shore next to her. Benna swung the long sleeve of her dress at him, hitting him in the face with the damp cloth.

"D..Do I look… o..k?" She said, her teeth chattering "T..This dress was m..made for a f...fancy dinner, n..not...a..log...flume". She felt a weight settle on her shoulders as Fili came up beside her wrapping his thick jacket around her.

"Here give me your hands." He said as he quickly rubbed his hands over hers, trying to warm them.

"T..thank..s." She chattered, feeling heat slowly starting to seep back into her hands. Suddenly Kili jumped to his feet with a hard look on his face. Benna jumped to her feet as well as she looked over to see a tall man standing on the rock above them, his bow pointed at Ori. Out of the corner of her eye she saw Kili pick up a rock, preparing to throw it at the man. There was a brush of air as the man's arrow flew between them striking the rock from Kili's hands.

"Do it again and you're dead."