A/N: Sorry for the long wait! Hopefully it won't be nearly so long until chapter 3.

Chapter 2: A Necromancer

TA 1050- 2026 years ago

In the millennium that followed, the memory of the shadow of Mordor slowly faded in Thranduil's mind. He never forgot it, but in time the sense of unease that came over him when he gazed far into the south ceased to overwhelm him. At present, he was returning to the palace with a hunting party to prepare for the summer feast. He rode a great elk as his steed, a sign of high rank in the Greenwood reserved only for the Royal Family and the best of their warriors. At his right hand was Boron, son of Belcuil, who had been his closest friend since he and his father had first come to Mirkwood, and had fought at his side during the War of the Last Alliance. He was tall and strong, a master of both sword and spear, and had all but appointed himself Thranduil's personal guard after the death of Oropher. On his left was Feren, the King's herald. He was young and eager to serve, and he wore a large horn at his hip.

As they approached the palace, Thranduil looked up and saw that the sky was clouded with a white mist that covered the face of the sun. He would not have given it a second thought, but it had been bright and clear not a few minutes before. He held up his hand, and the riders ground to a halt. "What is it, my lord?" Feren asked after a moment. Thranduil did not respond. Within a minute after they had stopped, the mist had descended and began to envelop the towers of the palace like a fog. Almost immediately cries of pain could be heard from the palace, and soon the mist had reached Thranduil's company. As soon as it came near them they felt a bitter cold like nothing they had ever felt before. Elves were not normally sensitive to cold like mortals were, but this was a searing cold that stole away their strength. Their steeds collapsed almost immediately, the shock leaving them barely strong enough to breathe. Some of the company were pinned beneath their horses.

"Are you hurt, my lord?" asked Boron, as he moved to help the king up from the ground. Before Thranduil could respond, they heard a hissing sound from behind them. Several giant spiders, the likes of which they had never seen, emerged from the trees. Before they could react, the elves who were still trapped beneath their steeds were silenced by bites or venomous stings. Feren blew a ringing blast from his horn as Thranduil and Boron drew their swords and slashed at the spider closest to them. The blades struck the creature's armor, but did not penetrate it.

They were outnumbered against unfamiliar foes. Thranduil knew they could not win this fight here. "Back to the palace!" he shouted. "Go!" The trio turned and ran toward the gates, but when they came closer, they saw dozens of spiders scaling the walls, and the sound of hundreds more in the distance, but coming ever nearer. The Palace Guard was struggling to hold them back. The mist had weakened them and left them easy targets for the spiders.

"There are too many, my lord," said Boron. "We must retreat."

Thranduil did not like the idea of giving up so easily, but the lives of his people were far more important than selfish pride. "Feren, sound the call for retreat," he said. "Gather everyone you can and make for the northern settlements. Boron, help me find Elorneth and get her out." Feren's horn sounded again as Boron and Thranduil raced into the palace. They leaped on the backs of the spiders, stabbing at their eyes when they could, but their weapons were otherwise little use against them. At last they reached the top of the King's Tower. Belcuil stood in the doorway, valiantly attempting to hold a spider at bay with his shield. Boron hurled his sword at the spider, but it glanced harmlessly off of its shell. The spider turned toward them with a hiss, and Thranduil thrust his sword into its mouth, killing it. They rushed into the King's bedroom and saw Elorneth standing behind Belcuil, surrounded by the bodies of two spiders and several guards. Their armor had been as much use against their foes as their swords. Elorneth ran into Thranduil's arms. "Thranduil, what is happening?" she asked. "Where did they come from?"

"I do not know," he replied, "But there is no time for that now. We must go, now."

There was a loud hissing sound from the staircase outside the room. "We cannot go back the way we came," said Boron. "How are we going to get out?"

Thranduil hadn't thought of an escape route before entering the palace, but Belcuil seized a bow from a fallen guard and took an arrow from his quiver. He quickly tied one end of a rope to the shaft and the other to the bow, then walked to the window. He took careful aim and fired the arrow into a thick branch of a strong tree that towered over the palace walls. He pulled the rope taught. "This way," he said.

"One of us will have to stay and hold the rope," Thranduil said. "We cannot all escape this way."

"I know," the captain replied. The gravity and implication of his statement was lost on no one. "No," Boron said. "I will not leave you here."

"You must," Belcuil replied. "The choice is mine, and mine alone." Boron was about to argue when they heard the hissing again, closer now.

"Elorneth will go first," he said. Boron helped the queen onto the rope while Thranduil closed what was left of the chamber door and moved a bookcase in front of it. When Elorneth reached the tree, Thranduil said decisively, "Boron."

Boron turned to his father, his eyes mired with tears. Belcuil kissed his son's brow and said softly, "Galo Anor erin rad gin, ion nin. (May the Sun shine upon your path, my son.)"

Boron climbed onto the rope and soon reached the tree. Thranduil turned to his captain. He opened his mouth to speak when something slammed against the bookcase. "Go, my lord," said Belcuil. "So long as you survive this day, my life will not have been given in vain."

Thranduil placed a hand on Belciul's shoulder. There were no words befitting the captain's sacrifice. Belcuil smiled grimly. After a moment, Thranduil climbed onto the rope. He was halfway across when he heard the bookcase come crashing down. A moment later the rope went slack.

He fell into a courtyard just shy of the outer wall. He looked up and saw several spiders moving towards him. He got up and ran to a nearby staircase leading to the top of the wall. When he reached the top, he heard a noise behind him, but it was not a spider. He turned and saw, against the white of the fading mist, a shadow dark and formless, barely visible even to Elvish eyes. It spoke in a voice too faint for him to make out the words, but loud enough to tell it was an evil tongue he had not heard for a thousand years. Another fainter dark shape appeared near the first, and then another. These were in the shapes of men, with crowns upon their heads.

"Thranduil!"

His wife's voice forced the king to tear his gaze from the dark shapes and look up to the tree branch, which was now within reach. Boron's hand was extended toward him. Thranduil took it and climbed onto the branch. "We can stay no longer," he said. "Come!"

They leaped through the trees toward the front of the palace and saw that Feren and the others who managed to escape had already gone. They continued northward as fast as they were able, and were surprised to realize that they were not pursued. A few hours later, they reached the nearest settlement, whither the others had fled. Still no spiders came, and soon they were reasonably sure that they would last the night.

"What was it you were looking at from the wall?" Elorneth asked Thranduil as the sun began to set. "I saw a shadow against the mist, but nothing more."

"That was no mere shadow," the king responded gravely. "It was a necromancer."

After the Elves fled the palace, the Necromancer began his work. He uttered many evil spells, and soon more crowned shades appeared with him, and they were nine in number. Soon the spells extended to the trees, and darkened them; green leaves turned to red, brown wood turned to black, and trunks, branches, and roots twisted about each other. The waters of the forest streams turned black and became heavy with enchantment. The spiders multiplied and spread, and Orcs and Wargs came and joined them. As the forest darkened, so also did the palace. A great pit was dug around the fortress, and a bridge to the front gate was built. More pits were dug in the courtyards inside the palace walls. The very stones of the palace were twisted, and its Elvish beauty was forgotten. Here the Necromancer made his abode, and he gave the fortress the name by which it is now remembered: Dol Guldur, the Hill of Sorcery.