Just a heads up, Bilbo doesn't have the Ring in this story. I felt like it would ditract more than it would give to the story.


It felt like it had only been a moment since he'd turned away from the others but time didn't seem to flow properly in Mirkwood. Now Bilbo was all alone, no, alone wasn't the right word. He wished he was alone.

Bilbo screamed as another spider appeared before him, shocking him and sending him tumbling down through the branches and into the webs. Immediately he began to struggle, desperate to get free but all that did was wind the sticky strings around him further until they ripped and he fell down once more, thumping onto the ground so hard he saw stars.

"Bilbo!"

Bilbo caught his breath, somebody had heard him.

"Bofu-argh!"

Bilbo's reply was cut short when a great white centipede like creature came scuttling toward him at an alarming speed, pincer snapping. The Hobbit barely moved in time and even so, he still felt the sharp pincers cut through his shirt and graze against his arm. He just prayed this creature wasn't venomous.

Without thinking Bilbo grabbed Sting and swung it in front of him almost blindly, grinning when he heard the creature hiss, he'd hit something.

"It stings!" the creature hissed.

"Yeah, it does." Bilbo growled, diving forward as he'd seen Thorin do with wargs and speared his sword through, what he assumed, was the centipedes head.

It stilled.

Bilbo gave a sigh of relief and went to remove his sword, only to find it stuck within the centipede. He pulled as hard as he could but something had the weapon stuck tight. The Hobbit guessed it may have something to do with the extremely sticky, blackish blood seeping from the wound. Months ago, he'd have been happy to leave behind a weapon but now was no time to be unarmed. Suddenly, he heard yells, it was Kili! The young Dwarf sounded like he was in trouble and Bilbo bit his lip, without his sword he wouldn't be able to help, but he couldn't risk staying here to unstick it when he didn't even know if he had the strength to do so at all.

If it really came to that, he could always change…

Another yell made the decision for him and Bilbo took off through the thick trees.

-oOo-

"Bofu-argh!"

The yell made all the Dwarves turn, at least for a moment, before going back to their battles with the insects. The spiders had separated them but now most of the company was back together, with the exception of Kili and Bilbo. Fili was nearly mad with worry, slashing through the spiders with much less tact and grace than usual, calling out for Kili all the while.

Thorin had to admit, it was the lack of follow up that concerned him. No matter who shouted Bilbo didn't answer again, the king just prayed it was because he was too busy fighting off a spider rather than…the alternative.

The King cut down the spider in front of him and looked around once more, desperately trying to find any sign of his darker nephew.

"Kili! Answer us!"

"Uncle!?"

The cry wasn't far from them, but that didn't mean much in this maze of a forest, but it was better than nothing.

"This way!" Thorin ordered, running toward where he'd heard Kili cry out, Fili and the rest of company with the spiders angrily clicking at their heels. Where were they all coming from? It seemed like every time he cut one down, another took its place.

"Kili!" Fili yelled and barrelled forward when he saw the predicament his brother was in.

Kili had one arm and leg trapped, stuck to a tree by thick webbing, his other hand thankfully held his sword and he was doing his best to keep the spider that had caught him at bay. Thorin tried to catch Fili before he went running in without a plan but wasn't quick enough, and with the other spiders on their tail they had no choice but to go forward. A move he sorely regretted a few moments later when even more of the beasts descended from the canopy above, putting a wall of insects between them and Kili.

"Hold on!" Thorin yelled, blocking a spiders fangs with his sword, "We're coming!"

"Thorin!"

A spider came crashing down on the kings shoulder, barley giving him time to turn and block it's fangs and essentially trapping him, he could only watch as Kili's sword was finally swiped out of his hands by the spider and it advanced.

"Kili!"

That cry wasn't from the Dwarves but Bilbo, who'd just appeared, also weaponless over the ridge. The spiders had them surrounded but Bilbo might be able to escape if he turned and ran now, Kili seemed to have the same revelation.

"Run Bilbo!" he urged, trying to inch away from the spiders, "Quick!"

But as usual, Bilbo did exactly the opposite of what he was ordered and started down the hill at a breakneck pace, heading straight toward the spider that had been going after Killi.

"Fool, go back!" Thorin yelled, finally pushing the spider off and getting to his feet to finish it.

Didn't that fool know he couldn't just tackle a spider the same way he had the orcs? Especially without a weapon! Thorin was going to yell again but before he could Bilbo leapt and changed. It all happened so fast, one moment a Hobbit was flying through the air but then his limbs seemed to lengthen, fur appeared from nowhere and a great wolf came slamming down upon the spider, crushing it.

The spectacle not only surprised the Dwarves, but the spiders as well and as shocked as he was, Thorin was a warrior and he knew better than to waste the opportunity. With a careful swing of his sword another spider was down and the battle began anew, but far more in their favour.

The wolf,

Bilbo, Thorin had to remind himself, flung himself into the spiders, ripping them apart with teeth and sharp claws. With the spiders spooked by the shape shifter, beating them was much easier, soon the others were scuttling back into the darkness of the trees, hurling curses as they went.

"They'll be back with reinforcements." Dwalin noted, "We need to move."

"Kili, are you alright?"

Wolf, or rather Bilbo, was carefully cutting through the webbing trapping the youngest Dwarf, hearing the Hobbit's voice from the same wolf that had bested him only days ago was, disconcerting to say the least.

"Wolf?" Kili muttered with wide eyes, "I mean…Bilbo, you're…?"

"I know, I wanted to say something I just-" Bilbo suddenly stopped, "Do you hear that?"

"Spiders!" Balin cried as another wave appeared above them.

"Damn their speed." Thorin hissed, cutting another down, noting that at least there didn't seem to be so many this time.

A pained yelp caught his attention and he turned to see Bilbo desperately trying to shake the spider that had landed on his back, finally grabbing hold of one of its legs with his teeth and dragging it off and into a tree where it stilled.

"It bit him!" Kili cried, "What do we do?"

Bilbo stumbled before dropping onto the ground, the wolf was trying desperately to stand but his legs seemed to be failing him already. Thorin went to answer but was once again interrupted, this time by the sound of arrows sinking into the spiders. The Elves of Mirkwood were coming, and they would not be pleased to see them any more than Thorin was.

"We have to move! Thranduil will not take kindly to seeing you Thorin." Dwalin warned, as another arrow hit a spider, they couldn't be too far.

"Thorin please,"

Thorin blinked in surprise again at hearing Bilbo's voice coming out of the dull eyed wolf.

"Please, don't leave me here alone."

What?

"Dwarves!"

Thorin sneered, a group of tall, pale Elves were making their way toward them, walking all too gracefully around the bodies of the spiders. The leader, a young blonde Elf knocked an arrow, pointing at straight at the King's head, his hunting party following suit.

"Do not think I will hesitate to kill you." He growled, "What are you doing here in our kingdom? With an Elvish blade?"

"It was given to me." Thorin replied boldly, doing his best to keep his temper in check.

"Not only are they thieves, but their leader is a liar as well." The Elf replied, taking the sword as his archers searched and took the Company's other weapons.

Bilbo growled, Thorin could tell he was struggling to stand, his eyes were unfocused and dull, he just prayed the spider's venom was not deadly.

"And what's this monster?" One of the Elves asked, poking at the wolf's face with an arrow only for Bilbo to try, and fail, to snap it between his teeth.

"Our Dire Wolf." Thorin replied, coming up with the first lie he could.

Bilbo looked at him strangely, as if he'd been expecting something else.

"He was bitten by the spiders." The leader noted before shouting something in Elvish.

Thorin assumed it was an order to move them because he soon found his hands bound and tied, being led with the rest of the company through the forest toward Mirkwood.