A/N Oops accidentally made this chapter into a beast. On another note, is anyone else unfortunately associating Bagginshield/ Hobbit stuff with the most god awful pop music? It would comfort me to know that I'm not the only one lowering my musical standards to sub-terranian levels due to dwarf feels ;) Enjoy!


Bilbo Baggins was comfortably warm. He had his arms wrapped around his favorite pillow and the light of dawn had not yet started to leak through the curtains of his window. The hobbit let out a little yawn, snuggling in closer to his blanket and pillow, savoring the those few minutes in which he knew he didn't have to quite yet get up.

"Are you quite comfortable, Master Baggins?" his pillow spoke with a chuckle. Smiling into the softness, the hobbit nodded with a contented sigh, "Mmhm, very comfortable, thank you for asking."

Wait.

Shooting up in surprise, Bilbo flailed for a moment trying to orient himself in a place that was most certainly not Bag End. The hobbit looked down to see that his pillow was, in fact, a dwarf. A blonde dwarf with a grinning face that looked very much healthy and alive.

"Mister Fili! You're alright!" Bilbo let out a relieved laugh as he gathered the dwarf into a tight hug, "we were so worried!" Fili laughed as he patted the hobbit on the back, "I must've been out long for you to be so anxious! The last thing I remember was that bloody thing going after Kili, then I fell in and… well, I woke up next I suppose."

Bilbo sat back down next to the dwarf and his still sleeping brother, "Apparently there was something in the water that can, from what I can gather, almost drug you if swallowed."

Fili frowned as he pulled back the sleeve on his coat, "I knew nothing good could come from going through this wretched forest. My wound looks… healed?" glancing up curiously at Bilbo, the blonde dwarf raised an eyebrow in question, "Mister Beorn gave me some balm before I left, it worked wonders on the wounds, they were gone after the first night!"

Fili's eyes widened slightly in surprise, "the first night? How many has it been?" Bilbo gave his friend small shrug, "only two, though I think without the balm it could have been longer…"

The blonde dwarf sighed as gave his brother a fond smile "and… how has Kili been? Not too much of a wreck without me?" Bilbo chuckled lightly, "Well considering we didn't know what was wrong with you, he did very well. He didn't leave your side once, Mister Fili, I don't think I've ever seen him so worried."

Fili patted his brother's head gently; "I know he doesn't like it when I protect him… He thinks I'm doing it because I don't think he's strong enough but all I could think about when that monster was coming towards him..." the dwarf shook his head slightly with a bitter smile, "all I could think about was what I would do if he… died."

Looking up at his companion, Fili's expression held the weight of someone who knew a deep and unconditional sort of love, "I couldn't even comprehend it, Master Baggins. I couldn't even begin to imagine waking up the next day and not being able to... I knew – I knew that what ever happened to me would be infinitely better than that."

Bilbo reached over and squeezed the dwarf's arm tightly, "you protected him, Mister Fili. Kili knows why you did it, of course he does, but I don't think that makes it any easier seeing you hurt."

Fili nodded and smiled at the hobbit, "I know… But I'm not sorry for what I did. I will never be sorry for protecting my brother, even when he thinks I shouldn't" The blonde dwarf gave his brother a gentle nudge, "Kili."

The younger dwarf groaned and sluggishly swatted his brother's hand away, "g-go awayyyy." Fili laughed as he resumed his shoving, "Kili, wake up you clot."

Kili groaned again and covered his face with his arms, "I said go awayyy." There was a moment of silence as Kili stilled before he sat up rather violently with wide eyes, "Fili!"

Surging forward to give his brother a great hug, Kili let out a shaky laugh, "you-you're awake! Thank Aulë!" Fili grinned back at his brother as they pulled away from each other, "of course, dear brother, you should know by now nothing can keep me down for long!"

Kili grinned back but still gave Fili's arm a swift and hard punch, "Ow! What was that for?" The blonde dwarf rubbed his arm indignantly as his brother huffed and stuck up his nose, "that was for being an idiot of course. And to give you some incentive not to do it again, or else next time it'll be your face."

Fili glared at the younger dwarf muttering something about his great misfortune about having such an ungrateful sod for a brother, "Anyway you should really be thanking Master Boggins here, he was the one that took care of your arm and pulled you out of the river!"

The blonde dwarf looked over to where Bilbo was watching them with an amused smile, "Did he really? I'm beginning to think you are collecting life debts from the line of Durin Master Baggins," Fili grinned at Bilbo, "though it seems a bit redundant at this point, I must thank you once again, my friend, it seems needing a hobbit savior is a family trait."

Bilbo flushed as he crossed his arms, "really, you dwarves are might bit obsessed with all this debt business. I did what any friend would do, Mister Fili, and friends do not require payment of any sort for helping each other out."

The dwarf brothers gave him twin grins, "this is why you're our favorite, Master Boggins!" Fili bowed with a flourish, "quite right, brother, Master Baggins is certainly one of a kind!"

Bilbo laughed at two, "just because I don't act like a dwarf doesn't mean I'm unique! You just haven't met many hobbits…"

Kili leaned forward with a warm smile, "No need, Master Boggins! We've got the best one right here!"

The hobbit couldn't help the fond smile that crept across his face. Fili was fine and that's all that mattered. Well, that's all that mattered until Bilbo looked up at the sound of crashing footsteps coming over towards them.

Thorin limped hastily towards his nephew; his eyebrows drawn and a dark frown on his face. He reached where they were sitting and stopped right in front of Fili. The dwarf took a few deep breaths, closing his eyes before he almost collapsed to his knees and gathered his nephew into a hug.

"Don't you ever, ever do something that reckless again, do you understand?" Thorin spoke quietly but Bilbo could still hear the weary relief that laced every word." The older dwarf reached out an arm and pulled Kili into the hug gruffly, "that goes for you too."

Kili let out a small laugh, "we love you too, uncle." They remained embraced for several moments and Bilbo swore he heard a muttered "idiots" from where Thorin's face was buried.

Thorin hobbled back up into a standing position with the help of his two nephews, "we leave as soon as you're ready." Bilbo rose hurriedly, not wanting to miss another chance to apologize. He hadn't had any time to even consider what he was going to say, but knowing there was yet again this growing chasm of stiff silence between them made the hobbit's stomach twist rather uncomfortably.

The dwarf turned towards the center of the camp and started to limp away. Bilbo steeled himself as he jogged after Thorin's back, "Thorin can I—" but the dwarf wouldn't turn back, wouldn't even face him, "get your things, Master Baggins." The guilt swam back into his gut but at the same time, the hobbit's previous anger threatened to return.

He only wanted to apologize! Why couldn't Thorin just see that! Why couldn't the dwarf stop being so stubborn and let him do something, anything to try and make up for what he had said…

Bilbo reached out and grabbed one of the sleeves on Thorin's coat, the same coat the dwarf had let him use not two nights previous, "Thorin please I just want to—"

Their leader stopped suddenly, turning to face the hobbit, his expression utterly blank. Reaching down, Thorin gripped Bilbo's wrist so lightly he almost couldn't feel the touch at all and dislodged his coat from the hobbit's hand.

As they looked at each other, Bilbo saw in the dwarf's eyes the worst possible thing he could imagine. He didn't see anger, he didn't see sadness, he didn't even see hurt. Bilbo Baggins saw nothing at all. Thorin turned once again and left the hobbit standing with his hand still outreached, gripping at nothing more solid than the cold forest air.

It felt like Bilbo had been punched in the gut, like all the breath inside him was forcibly removed and for a moment he couldn't seem to make his lungs work. 'Oh no,' the hobbit thought as he stared at his hand, 'oh no, no."

He had ruined it. He had ruined his friendship with Thorin because he couldn't keep his blasted mouth shut. The hobbit felt a hand land on his shoulder and he started at the contact, "everything alright Master Baggins?" Fili glanced between his companion and his uncle, eyebrows raised curiously.

"I…" Bilbo tried to find the words, "I… think I might have made a mistake, Mister Fili." The blonde dwarf looked at Bilbo's expression and seemed to gather while he'd been unconscious, something unfortunate had happened.

"Would you like to talk about it?" Bilbo felt Fili's grip tighten in comfort. The hobbit turned, wanting to spill out every worry, every concern he had; but as he looked at Fili's worried face, Bilbo suddenly felt very selfish. The dwarf had just been mauled by a fish monster and then unconscious for two days after inhaling some no doubt wicked river water so he could save his beloved brother from near death. What right did Bilbo have to go hoisting his burdens – burdens that were entirely his fault – on Fili?

The hobbit wanted ask for advice from Fili, oh he wanted it more than almost anything at that moment. But, the hobbit decided with a sudden resolution, he would fix his own mistakes this time. He would find a way to make it up to Thorin.

"No… I—No, thank you Mister Fili, I'll sort this one out myself. Nothing you need to worry about." Bilbo tried to give the dwarf a warm smile but even he could sense that it was probably strained at best. "Well if you're sure…" Fili gave Bilbo's shoulder one last squeeze before he went back to his brother.

The company set off in the near darkness of daylight. They made their way around massive trees and gnarled roots. The very air seemed to grow more and more stale and thick the further along they went.

While Beorn had given them food, he hadn't had enough in his cabin to feed fourteen for an extended period of time. Even on their second day in the forest, the company had started to ration out what they had.

Days passed and supplies grew scarce. The company started to become more nervous and irate as time went on. Day and night seemed to bleed together in a blur of dark anxiety. The longer they walked, the more exhaustion and misery grew to be their closest companions.

Bilbo stayed tied between the dwarf brothers, though their conversation was now almost as sparse as the food that remained. The hobbit had never felt such a lingering despair in his life, like the taste of rotten food clinging to his tongue no matter how much he tried to convince himself that it forest itself wasn't affecting his heavy melancholy.

The company barely spoke other than for Thorin irritably grunting out instructions from the front. To Bilbo it seemed that any spark of hope or happiness was crushed within an instant, devoured by the malevolent starved trees of Mirkwood.

Though the path was barely visible anymore and seemed at times to disappear entirely, Thorin made absolutely sure to stay on its course. They had finally decided to rest for the day, though Bilbo wasn't sure they had actually been walking for more than half of it.

Barely any food and even less sleep made their progress sluggish at best; the company breaking the uneasy silence of the forest only to quietly voice their displeasure at their growling stomachs.

"Uncle we have to eat, let us go try and find something. I promise we won't stray far from the path." Fili and Kili rounded on Thorin who, despite their dire circumstances, was having nothing of their concerns, "No. We do not leave the path, that is final."

"Please, uncle!" Kili shot in, placing a hand on Thorin's arm, "we won't last much longer in these conditions! Just for bit." Looking at his two nephews with a thunderous scowl, Thorin let out a huff. "I don't care how hungry we are, Gandalf assured me nothing good could come of leaving the path."

Fili looked about ready to tear out his braids in frustration, "it won't matter how dangerous it is off the path if we starve to death on it!" Thorin turned towards his nephew's indignant face, "I have spoken on the matter. No one leaves."

Their leader made to turn back towards the center of the camp where Bofur was fruitlessly trying to start a fire when Fili all but growled at his uncle, "I will not sit here doing nothing. I am going whether you approve or not."

Bilbo and Kili shared identical looks of shock, no one, not even his brother, had heard Fili speak to Thorin with anything other than fondness and respect – let alone directly disobeying his orders. Thorin turned around to face his nephew, but before he could say anything, Fili stormed off into the trees.

Kili looked nervously between where his brother had left and where his uncle stood, mouth slightly agape. The young dwarf debated for all of a few seconds before he quickly made after his brother, shouting at Fili to wait for him.

Looking back, Bilbo could have guessed the whole mess that happened next probably wouldn't have occurred had they not been short on food and tempers while in a clearly baleful forest, but at the time the panic that shot through him forced all thought from his mind but the potential danger his friends were walking into.

The hobbit shot up and chased after where Kili had disappeared into the dark, ignoring Thorin's yell. Bilbo stumbled around blindly for several minutes making what was probably more noise than advisable when he felt a hand clamp on his arm.

Bilbo let out a rather undignified yelp and drew his sword, spinning to face this mysterious stranger. "Woah there, Master Baggins, put that down before you take someone's eye out." Fili let go of the hobbit, raising his own hands in placation.

Clutching his shuddering heart in shock, Bilbo took a few deep breaths to calm himself before rounding on the dwarf. "What do you think you're doing!?" The hobbit charged forward, shoving an accusatory finger into Fili's chest, "you heard Thorin! We have absolutely no idea what's out here! You could have been killed! Or – or poisoned! Or eaten!"

Fili had the grace to look at least slightly ashamed, "I… I'm not sure what came over me. I was so hungry and tired… All of a sudden I just felt this – this rage sweep through me and I couldn't help it."

Bilbo sighed, his irritation passing and now replaced with relief that his friend was safe, "It's this blasted forest! I swear I can feel something seeping from the trees themselves! The sooner we get out of here the better…" The hobbit trailed off realizing there was a rather suspicious lack of Kili in the immediate vicinity.

"Where… where is Kili?" Bilbo began slowly, feeling more and more anxious as he spoke. "Back at camp, why?" Fili narrowed his eyes suspiciously as if realizing that something was about to go horribly wrong. "No he's not, he went chasing after you…"

The blonde dwarf let out a string of curses that normally would have made his pointed hobbit ears flush, but at the moment; he was finding it hard to feel anything but panic. "Kili!" Fili started to shout, "Kili! Where are you?!"

Fili spun around in a flurry of movement, and went crashing off into the forest. Bilbo shot after him, trying to keep up with his friend. They had to search for only a few minutes before Fili ran straight into an object that was eerily Kili-shaped.

The brothers stumbled back, each holding their own throbbing noses.

"Kili! What're you—"

"Fili! I just found—"

The two dwarves proceeded to speak over each other before Bilbo shot in irritably, "One at a time! Please!" He was tired and he was hungry, at that moment, Bilbo Baggins had no patience to spare trying to decipher who was saying what.

Kili was practically bouncing in excitement as his words poured out in an eager rush, "I saw some lights! And there was a camp and – and there were people! At least I think they were people, but there was music and dancing! And food, Fili, food!"

Bilbo couldn't quite believe his ears. The idea that there were folks in this forest not only enjoying themselves but also making merry with food? It was almost too absurd to consider given the suffering their company had gone through since they entered Mirkwoods borders.

Fili's face broke out in an exited grin, "Food you say? Oh uncle is going to have to eat his own words first! Where are they?" Kili grabbed his brother's and Bilbo's hands in each of his, "this way! C'mon!"

Bilbo felt himself being pulled through the murky darkness for several minutes as the trio stumbled on roots and other unsavory things. They made their way to a particularly large root that was able to hide all their forms from view. Fili, Kili, and Bilbo all stuck their faces just slightly above the gnarled wood.

Though he hadn't believed it a few minutes ago, before his very eyes there was indeed a group of figures dancing and singing around a large fire. The hobbit rubbed his eyes just to make sure he wasn't imagining it. Refocusing his eyes back on the scene in front of him, Bilbo concluded that this was indeed actually happening.

Though it begged the question why Beorn and Gandalf were so adamant that they not leave the path. Surely if there were friendly folk in these forests, they'd be willing to help a group of starving travelers? Right?

At this point, Bilbo was finding it extremely difficult to decide between what his stomach thought was a good idea and what the nagging voice in his head that usually spoke in Gandalf's gruff tone was telling him was a very bad idea.

"I'm going to talk to them," Kili shot up unexpectedly. Before Fili or Bilbo had the chance to grab him, the younger dwarf vaulted over the root and started jogging towards the group that still danced around the fire.

"Kili no!" Bilbo and Fili hissed in unison. They took one look at each other before launching themselves after Kili. They made it only a few feet into the clearing before the light of the fire suddenly went out, all noise except for their own snuffed out immediately.

Bilbo felt a sudden and immense wave of drowsiness wash over him. Grey stars filled his vision as he stumbled forward, unable to keep his balance. 'Wha—what's going on?' the hobbit thought to himself sluggishly, trying his hardest to fight the almost irresistible urge to fall asleep.

"—ilbo. Bilbo! Where are you?" the hobbit heard Fili's voice come somewhere from his left as he fell forward. "I… I'm right…" the words felt foreign in his mouth, like some other hobbit was speaking them as he tried to force them out.

"I'm right… here…" Bilbo landed on the ground, his face resting on a cluster of mushrooms. If he tried really hard, the hobbit could almost imagine he was home in Bag End, his head laying against his plush pillow, ready for sleep.

'Yes… sleep…' Bilbo thought, no longer able to keep his heavy eyes from shutting, 'that does sound… nice…' Darkness filled his vision and the hobbit felt his mind go blank, passing into the realm of unconsciousness.


When Bilbo Baggins finally came to, his first thought was of just how incredibly uncomfortable he was. His head was throbbing and his legs had that odd numb and yet tingly sensation prickling through them.

The hobbit blinked as his eyes adjusted to the darkness around him. Groaning, he rolled over onto his stomach and Bilbo gently kneaded his aching lower back. 'What,' he thought feeling increasingly confused, 'what happened?'

The last thing he remembered was chasing after Kili and then he… then he must've passed out. Bilbo tried to stand up but quickly fell back onto his face, realizing much to his rapidly rising horror that his legs were bound. No… not bound, they were stuck.

Bilbo reached down with shaking hands to where everything up to his mid-thigh was covered in a thick, disgusting substance. Plucking at it experimentally, the hobbit quickly retracted his hand trying to wipe it off. 'What even is this?'

However, Bilbo Baggins did not have long to consider what was going on when a sinister hissing coming from disturbingly close behind him made the hobbit realize that who was probably the more pertinent question.

The hobbit struggled onto his knees and turned around just in time to roll out of the way as a spider pounced onto the spot he had been occupying. A giant spider.

This was not happening. Bilbo Baggins of the Shire was used to insects. He was used to spiders, only those he normally encountered were not the size of a horse. As he just barely rolled out of the way of the spider's snapping pincers, the hobbit realized he was getting rather tired of running into beasts larger than himself that seemed to want nothing more than a hobbit snack.

Bilbo scrambled back, pulling out his sword in a clumsy flourish. The spider lunged again with a piercing screech, but this time as he flopped away, the hobbit flailed his weapon and hit the creature right across the face with an effective, albeit unskillful, slash.

The spider hissed as it scuttled back, it's two front legs quivering in front of it's face in pain. Taking his foe's momentary lull in attack, Bilbo started to quickly hack away at the substance binding his legs. The beast, now more cautious of it's prey being able to fight back, slowly advanced on the poor hobbit.

Bilbo felt his heart hammering in his chest but, despite his panic, the hobbit finally sliced the last bit of webbing away in a burst of adrenaline. As Bilbo tried to stand up quickly, he cursed silently as his still numb feet gave way.

Though, considering the spider took that exact moment to leap forward, its pincers closing on the spot where Bilbo's neck had just been, the hobbit had been strangely lucky.

Now facing up at the spider's chest, Bilbo let out a great yell as he thrust his sword up into the unprotected underside. The hobbit plunged his weapon in until nothing but the hilt was left visible. Giving it a twist then a hard yank, Bilbo closed his eyes as some foul smelling spider fluid spurted out from the beast onto his face and clothes.

The creature keeled over with a horrible shriek, it's legs twitching rather unpleasantly but otherwise, Bilbo thoroughly hoped, dead. Erebor, Bilbo thought as shook with lingering fear, had better be the most fantastic place in all the world because anything short of that would be most certainly not worth the shambles of terror and discomfort his life had turned into. And certainly not worth getting – getting spider bits on his favorite coat.

Trying to wipe off the general mess from his person and pack, Bilbo felt his hand graze past something rather small and round in his pocket. 'The ring!' he thought excitedly, pulling out the golden band from his pocket, 'how could I have forgotten about that?'

Allowing himself to feel a small kernel of hope, Bilbo slipped his magic ring onto his finger. The world ran grey around him and the hobbit felt a newfound determination, as long as he was invisible there's no way any other repugnant forest creatures could attack him!

The hobbit finally took the chance to figure out exactly where he had ended up. Bilbo saw that he was in a clearing much like the one they had seen the group of people dancing.

Glancing up over to where the clearing ended and the trees began again, Bilbo saw a strange cluster of round, white sacks hanging from the branches. 'That's odd,' the hobbit thought as he walked closer to them, 'that looks like the same stuff that was on my – on my…"

Bilbo felt dread wash over him like the waters of the icy river they had passed over days ago. 'Oh no…' the hobbit prodded one of the sacks, 'oh no, no, no…'

He didn't have long to let his realization sink in as he heard what sounded like a group of many-legged creatures coming over to him. Bilbo forgot for a moment that he was invisible as he leapt behind one of the trees to watch as five of the massive spiders scuttled into the clearing.

Despite being invisible, Bilbo felt his heart clench nervously as the spiders swarmed around their fallen brother. There was a frenzy of clicking and hissing before the hobbit heard one of them hiss, "He has been ssslain!" The spiders' frantic clicking started up again.

Bilbo felt his jaw drop in surprise, 'these – these creatures could talk.' The hobbit almost let out a strangled laugh, 'oh of course they can talk. Well this is just absolutely brilliant.' The hobbit crouched down behind the tree trying to collect himself for a moment.

If they could talk, they were clearly more intelligent than your average Shire spider. In a halfhearted effort to console himself, Bilbo tried to remember that he could deal with at least one of them. Perhaps not so much deal with it, as hope his dumb luck would continue to serve him well on this journey.

The hobbit took a deep breath and stood up once more to see what the beasts were doing. They were still huddled around the fallen corpse of their brother, though the largest one was now poking one of its many hairy legs at the dead creature's body.

"He's been stung by ssssomething," the spider clicked its pincers angrily. Bilbo looked down at his still drawn sword, 'stung?' Bilbo Baggins was no insect, but as he gazed at the short piece of steel resting assured in his hand, perhaps that was an appropriate description for his sword.

After all it was no great, hulking weapon that crushed or hewed, it was small, quick; and all it really needed was one short but deadly thrust; one swift sting. 'Now that is a good name!' Bilbo thought to himself as he clenched the hilt, the hobbit would call his sword Sting. Balin had told him all weapons were named after great deeds they did in battle, but as he held fast to the sword that had saved his life countless times, Bilbo realized that his sword was different.

It was not meant for wars like those Dwalin and Thorin had told him about. It was not meant to strike fear into the hearts of his enemies or leave them shaking at the very sight of it. No, his Sting was meant to be swift and efficient, understated but still just as deadly as its larger counterparts; and as Bilbo watched the creatures hiss and snap, he wouldn't have traded his trusty weapon for any other in all this earth.

"It doesn't matter," snarled one of the spiders and it shifted towards where Bilbo was standing, "there's more for the rest of us now." The rest of the monsters hissed in agreement as their beady eyes faced their almost ready meals.

Bilbo felt cold panic flood through his chest, they were going to eat the dwarves! He had to do something, anything fast or else the company would soon be in the rather unfortunate position of being utterly dead.

The hobbit knew he couldn't fight all five of the spiders at once, even as invisible as he was, there was a chance one of the creatures would accidentally hit him if he got too close. 'I have to lead them away somehow…' Bilbo thought to himself with no small amount of desperation. Glancing around with growing apprehension, the hobbit couldn't make out anything except for roots and some small rocks.

'The rocks!' Maybe, just maybe he could make a distraction that would lead the spiders away from their prey just long enough so Bilbo could get his friends down. Grabbing one of the rocks near his feet, the hobbit gave it a great toss. The stone sailed through the air and landed with a thump just outside the clearing.

"What was that?" hissed one of the smaller spiders as it scuttled around to face where the noise came from. There was a titter of nervous clicking as the rest of the creatures turned as well. "Does it even matter?" The largest one shot in angrily, "the food is here and those filthy elves left last night, what ever it is won't make a difference."

Bilbo felt his stomach sink in fear, he hadn't expected it to be that easy but the thought of doing anything more… drastic did nothing but fray his already thin nerves. 'I've got to think of something!' the hobbit shifted his weight back and forth as the spiders resumed their advance. It was in that moment, as he gazed into the many eyes on the largest spider that Bilbo realized that the only distraction big enough to dissuade the monsters from their meal was himself.

He didn't take a second to consider how painful death by multiple spider bites would be as he shot out from behind the tree. The only advantage Bilbo had was that his foes couldn't see him, though as he grew closer to their hulking forms, it didn't seem to count for much.

Bilbo dodged in between their hairy legs until he was behind them, "Hey! Hey you!" the hobbit called out in a shaking but loud voice. The creatures stopped suddenly and whipped around in a flurry of limbs. "Yes you lot! You – you ugly, uh, nasty things! That's right" he let out a panicked laugh, "I said ugly!"

"Where is that coming from?" one of the spiders form the back snarled as its body twitched in anticipation. Bilbo ran quickly to the edge of the clearing and picked up a stick, snapping it with all his strength, "over here you dimwits!"

The leader let out a great snarl as it scurried towards where Bilbo was standing, "I can't see anything! Spread out!" The hobbit stumbled back as the spider came towards him and felt his arm brush against one of its legs. "I felt something! Over here!" Bilbo quickly raised Sting and brought the blade down on the limb that had just touched him, slashing deep into the creature's leg. It let out a great shriek and pulled the injured limb into its body.

Bilbo scrambled away further into the woods as the spider lunged with flashing pincers at where the hobbit had just been standing. "You're too slow!" Bilbo called out with much more confidence than he felt. "I will tear your flesh from your bones!" the spider screamed in pain. "You'll have to catch me first!" the hobbit picked up another rock and threw it as hard as he could into the depths of the forest, away from where the dwarves were hanging.

The creature let out a frustrated screech and hobbled after the noise, "it's going this way, follow me!" The rest of its brothers quickly followed, soon leaving the clearing empty save for the company. Bilbo hurried back to where his friends were hanging, feeling that time was a luxury he did not have much of.

The hobbit reached the closest sack and with a few swift hacks of Sting, brought it crashing down to the forest floor. As gently as he could, Bilbo made an incision at the top and carefully cut the substance until he could see who was inside.

Fili's face appeared as he pulled away at the coating and Bilbo quickly leaned down to see if the dwarf was still breathing. Placing his ear near the dwarf's face, Bilbo held still for a few tense moments before he felt the light puffs of air on his face, Fili was alive!

The hobbit resumed his lacerations with renewed vigor and soon enough he was able to pull the dwarf out of the sticky sack. "Fili!" Bilbo gave his friend a shake, "Fili! Now is not the time to go passing out on me!"

The blonde dwarf gave a little groan as his eyebrows furrowed, "That's right, Mister Fili, time to wake up!" Bilbo continued to shake the dwarf's shoulders until a pair of light blue eyes met his own.

"Wha—what happened?" Fili slurred sluggishly as he tried to sit up but simply fell onto his back. "Spiders," Bilbo whispered urgently, "haven't got time to explain, we need to leave now! You've got to help me get the rest down!"

Fili nodded slowly, his pupils blown wide, movements jerking, and apparently too out of it to realize that Bilbo wasn't even visible. Bilbo guessed his friend had some of those nasty spiders' venom still inside him, but he had no time to worry about that. Either they got the rest of the company free or they would all die in a most unfortunate manner.

Bilbo pulled Fili up; though the dwarf stumbled a bit, he also seemed to realize that now more than ever, he had to push onward for the sake of his friends and family. The hobbit pulled out one of Fili's swords from its scabbard and lifted dwarf's hand, placing the hilt in his palm. "There you go, Mister Fili, we need to move."

Bilbo sprinted over to the farthest sack, leaving Fili to deal with the closer ones. Though the hobbit felt his anxiety grow exponentially as the minutes passed, he tried his best to concentrate on the task at hand. First he got Bofur down, then Balin and Dwalin, until he and Fili had cut down all of the company.

Sweating, tired, and extremely hungry Bilbo leaned against one of the trees panting. Their group was free but the dwarves were clearly in no state to travel. By far the best of them was Fili, though that wasn't saying much seeing as how the dwarf had collapsed next to his brother with a groan once he'd finished.

Bilbo looked around at the unconscious or moaning dwarves in his group, dread pooling in his stomach. They didn't have time to lay there, the spiders could be back any minute! The hobbit glanced around looking for Thorin, surely their leader wouldn't be so out of it he couldn't rally the company. But, as Bilbo looked at the dwarves sprawled across the clearing, he saw no trace of the dwarf's large blue fur-trimmed coat.

Thorin was gone. The hobbit felt nervous nausea rise into his throat, Thorin was gone and he had no idea where the dwarf could have possibly gone. Bilbo's vision started to swim and he collapsed down onto his knees, despair clouding his mind. What if Thorin had been captured? Or worse, killed?

Leaning forward onto his hands, the hobbit took a few deep breaths trying to calm himself and wait for the dizziness to pass. Though he waited almost a minute, the sensation never ceased, 'Oh no,' he thought fighting the urge to gag, 'I… I didn't even say sorry! What if – What if…'

However, Bilbo Baggins had no time to contemplate 'what if' as the sound of many footsteps surrounded the clearing. The hobbit's head shot up as he tried to see what new devilry had come to torment them in these cursed woods.

Much to his surprise, what stepped out from the trees was not an orc, spider, or any of the countless foul beasts that roamed these dark parts. It was an elf. An elf with hair like white gold, a soft green tunic across his chest, and a white wooden bow in his hand.

"Well this is certainly… strange," the elf walked forward until he was standing a few feet from where the dwarves were laying down. Another elf joined him with a light chuckle, her hair a deep auburn and twisted into a braid on top of her head. "And here I thought one dwarf in our lands was odd, and now there's a whole group of them."

The elf with the light hair motioned for the rest of their party to join him and gestured at the unconscious dwarves, "bring them to my father, I'm sure he'll be… interested to know why they trespass here."

Bilbo felt his eyes widen in shock, 'no… no they couldn't take them away!' He had to – had to… But as Bilbo looked at their pale faces, the hobbit saw little of the warmth that had graced Elladan and Elrohir. Something inside him urged the hobbit to remain silent. If the worst came to past, it would be better for Bilbo to remain undetected so he could help the company from the shadows.

The dwarves were hauled up by the elves rather unceremoniously as if they weighed no more than a sack of flour. Bilbo sheathed Sting and, as quietly as he could, followed the company of elves as they wound their way through the dark forest with practiced familiarity.

They walked for what felt like hours. Though Bilbo was rather tired and hungry so he couldn't be too sure if that was merely his weary body protesting more movement. Bilbo was about ready to collapse when they broke through the dense wood into clearing.

But it wasn't quite a clearing. In the middle of the space, there grew the largest tree Bilbo had ever seen in his entire life. The trunk looked like it could have been bigger than all of Hobbiton put together. At the base of the tree there was a great archway, guarded by several finely armored elves. Vines and branches grew around the opening like a delicate and intricate wreath, embracing and curling between one another in a beautiful pattern.

The hobbit would normally liked to have taken much more time to appreciate the natural wonder but he was spurred once again into action as the elves continued down the path into the tree itself.

Though the inside was dark, it held none of the sinister aura that the outside forest did. The hobbit didn't know how, but there was a natural light that leaked in through the bark itself, making the hallways they walked through seem not eerie, but calm and almost ethereal.

They made their way deeper and deeper underneath the ground, farther into the roots of the great tree than Bilbo ever would have thought possible. Walking into a large room, the elf that led them was greeted with a salute by what looked to Bilbo to be a guard. "More prisoners for us, hm?"

The pale-haired elf nodded, though he looked not to be taking much pleasure from taking anything captive. "Yes, place them in separate cells and make sure they are fed once the spider's poison fades from their bodies. I'm sure my father would like them at least somewhat coherent when he speaks to them."

The elf and his party left and the guard pulled the dwarves into the next room one by one. Bilbo saw the guard had left a meal on the table and, before he could consider if he was being reckless, the hobbit ran over and stuffed his face with the food. As the food and water passed his lips into his eager stomach, Bilbo thought it was the best thing he had ever tasted. Sure, he hadn't had a proper meal for days, but let no one say a hobbit under appreciates a finely cooked dish, especially when it was free.

Bilbo polished off the plate in a matter of minutes and suddenly felt all the exhaustion and anxiety of the last few days envelop his aching body. He was tired. Suddenly barely able to keep his eyes open, the hobbit spotted a group of barrels in the corner and ambled over. He collapsed behind them, leaving his magic ring on, and closed his weary eyes. He would get up in a few hours to help his friends. He just needed a few minutes to—a few minutes to… rest…

And with that the hobbit fell fast asleep.


Bilbo Baggins woke up with a start to the sound of laughter. Slamming his head against the hard wood behind him, the hobbit cursed silently as held his smarting skull.

"He refused to say a thing! Kept going on and on about being starved!" The elf let out another laugh before his companion added in hushed tones, "I heard he spat at the king! Even tried to fight him!"

"He did not," the first elf muttered back, "you believe anything those palace guards say." The second elf shoved his companion, "I do not! Anyway I'm just upset I missed it, dwarves always make for the best amusements."

The elves laughed together before the first one let out a sigh, "Come, we need to get these barrels upstairs for the party. You know Thranduil, anything goes wrong at one of his feasts and it's our heads."

The two elves grabbed barrels that lay just in front of where the hobbit was still laying before they turned and exited the room. Bilbo sat up slowly and took in his surroundings. Feeling better rested and slightly less hungry, the hobbit noticed there was a large fire in the corner of the room and two massive doors and either end. In the middle there was a great table with food placed on its surface in droves.

The hobbit heard his stomach give a loud growl and quickly made his way over to the table, snatching what he could and stuffing it into his face. Bilbo took a few minutes to quell the aching sensation in his belly. Feeling at least somewhat satisfied, the hobbit crept over to where he saw the elves take his companions the night before. He presumed it was some sort of jail or dungeon, he just hoped that nothing dreadful had happened to them while he slept.

Glancing behind him to make sure no one would notice the door opening up mysteriously, Bilbo gave it a great push before rushing inside. His eyes were met with near total darkness, though he could make out that a number of doors lined each side of the hallway. These, he surmised, were most likely the cells that the dwarves had been put into.

Making his way over to the first one, Bilbo stood on his toes so he could push his face against the bars that lined the wood framed window. The hobbit glanced around the cell until his eyes were met with the familiarly pointy hair-style of Nori. "Psst! Nori!" The hobbit hissed as loud as he dared.

The dwarf stirred but did not wake, "Mister Nori! Wake up!" Bilbo shifted his weight nervously from side to side, willing the dwarf to wake up. Much to his relief, Nori sat up slowly before turning to face the door, "Baggins? Is that you?"

Bilbo let out a sigh of relief, "Yes! It's me! Are you alright Mister Nori?" The dwarf stood up and walked over to the door, his face drawn in confusion as he looked out the opening in the wooden door but saw nothing.

"Yes, I'm fine but… where are you?" The hobbit slapped his forehead, 'of course! The ring!' He'd almost forgotten that he was still wearing the magic band. "I'm, uh, it's a long story…"

The dwarf narrowed his eyes shrewdly, "I don't have anything but time right now, Baggins." Bilbo frowned as he looked at Nori, "I think figuring out how to get you all out is the more pressing matter at the moment, Mister Nori."

Nori stared at where the hobbit's voice was coming from for a few moments before he shrugged, "Have it your way. If you can find where our supplies were put, I have a set of lock picks in my bag. Get those and we might have a solution."

Though invisible, Bilbo nodded in agreement, "I'll be back as soon as I can, Mister Nori." He turned around and took a step towards the door before he stopped suddenly. "Mister Nori?"

"What is it Baggins?" The hobbit clenched his fist at his side, half dreading the answer he was about to receive, "Is… Do you know if Thorin – if Thorin made it?"

"I haven't seen him, but I think I heard the guards talking about another dwarf brought in before us. Good chance it's him, now hurry up and go get those picks."

Bilbo couldn't stop the swell of relief that flooded into his chest. They had found him! As soon as Bilbo got the lock picks to Nori he would go find Thorin and, even if it got him punched squarely in the nose, Bilbo Baggins was going to apologize and there was nothing Thorin Oakenshield could do about it.

Bilbo opened the large door swiftly and crept back into the main room. It was thankfully empty for the moment and so the hobbit could begin his search without being too careful of the noise.

He looked behind barrels and under chairs; beside the fire and in between crates but all he could find was a fat load of nothing. Sighing in frustration, Bilbo wheeled around. As he spun on his heel, the hobbit caught sight of a large cabinet in the corner of the room.

Sprinting over to it, Bilbo flung the doors open and to his relief, he was the packs and weapons of the company stashed haphazardly within. The hobbit fumbled through the lot until he found Nori's bag, reaching inside, Bilbo felt what he thought to be an assortment of small tools and sheathed daggers. Pulling out each of them in turn, Bilbo searched for a good minute before he found a small leather pouch that contained what he needed.

Shoving the pack back inside the cabinet, Bilbo made his was across the room and through the door once again. He padded over to Nori's cell, "Mister Nori, I'm back!" The dwarf, who was leaning against the wall of his cell walked over to the door, "Good, now pick the lock."

Bilbo looked down at the tools in his hands then back up to Nori. He hadn't even the faintest idea how to go about – about picking locks! Bilbo Baggins was no thief! When the hobbit needed to enter doors, he simply knocked like a civilized person. "Mister Nori," Bilbo began irritably, "I don't know how."

Nori crossed his arms and raised a braided eyebrow, "I thought you were supposed to be a burglar. And a very good burglar at that." Bilbo gave an agitated sigh, "Well clearly I am not, now am I? Can you just talk me though it?"

He had thought it was obvious to everyone in the company at this point that Bilbo had about as much skill in burglar-ing as he did with wielding a sword.

"Thought so. I know a thief when I see one and you are most definitely not a thief." The hobbit felt his irritation grow; this was completely beside the point! "And I'm sure that's a very valuable skill, Mister Nori, but it is unfortunately completely useless right now!"

The dwarf's mouth quirked slightly and Bilbo couldn't quite tell if he was being made fun of or not. "Very well, Baggins. I'll tell you how." And so the dwarf and hobbit spent a very frustrating twenty minutes trying to make Bilbo into a proper burglar.

On his thirty-fifth attempt, Bilbo finally heard the satisfying click of the lock releasing and almost let out of whoop of success. The hobbit pulled the lock off and opened the door. However, just as the hobbit swung the door wide, they heard the larger one only a few feet to his left begin to creak open.

Nori blindly grabbed at Bilbo's form and swiftly pulled the hobbit into his cell, shutting the door just as the guard entered the room. Bilbo felt his heart hammering as he leaned against the wall of the cell trying not to make any noise. The dwarf quickly laid down, pretending to be asleep.

The guard stumbled into the hallway, swerving drunkenly with each step he took. Pressing his fair face against the bars of the cell, the elf let out a slurred giggle. "Dwarf… Hey dwarf! The guard laughed again as if he had said something extraordinarily funny. Bilbo saw Nori's face tighten in anger, but the dwarf said northing, still pretending to be unconscious.

"Fineee, be like that," the elf pouted, his eyes starting to droop, "you lot aren't nearly as fun as your… as your leader…" The guard slumped out of sight, presumably passed out against the door of the cell in a drunken stupor.

'Well this is just fantastic,' Bilbo thought to himself as he looked out of the cell's windows, all he was able to see were a pair of finely booted feet awkwardly splayed on the floor. He couldn't get out if there was a guard leaning right against the door!

Nori stood up and joined Bilbo at the door, "great. Trust the elves to be a constant nuisance." The hobbit sighed and shook his head; it looked like he would be stuck there until the guard woke up again. "Make your self visible, Baggins. It's unsettling."

Bilbo glanced up at Nori who was looking just a few inches shy of where his face was. He supposed if he stayed away from the window it wouldn't really matter… The hobbit slipped off the golden ring from his finger back into his pocket and was suddenly visible.

The dwarf eyed him suspiciously, "And what manner of trickery is that? I didn't take you for some wielder of magic."

Bilbo traced the slight outline of the ring in his pocket with a finger as a possessive jealously filled his mind. It was his ring, not Nori's! It was his alone, his precious.

The hobbit was about to snap something at the dwarf about it being none of his business before he seemed to realize he was being a bit foolish. Why would it even matter if Nori knew? He was going to have to explain eventually, might as well be now…

Shaking his head slightly, Bilbo looked up at the dwarf, "I found a ring while I was separated from you lot in Goblin Town. It, uh, well I suppose it is a magic ring. Makes me invisible when I put it on."

Nori seemed to consider him for a second before giving him an approving nod, "that's quite useful, good for you. I'd love to get my hands on something that powerful…" Bilbo chuckled at the dwarf's wistful face, no doubt imagining all the theft he could get away with if no one could see him.

"Sorry, Mister Nori, only got the one." The dwarf pouted a little as he walked over to the wall and sat down with his back against it. "Not like I need it, just be useful is all. Might as well sit down Baggins. Given the state of him," Nori nodded at the door, "I think you might be stuck here awhile."

Bilbo made his way over to where the dwarf was sitting and sat down hesitantly. He didn't dislike Nori by any means, but ever since Ori had told him his older brother was a criminal, well let's just say Bilbo had been slightly wary.

The hobbit clutched his legs with his arms and rested his chin on his knees. It was going to be a long night. There was a good half hour of silence before Nori finally spoke up. "I suppose I should thank you Baggins."

Bilbo, who had just been starting to nod off, rubbed his eyes and looked at the dwarf curiously, "hm? What, uh, what for?" Nori raised his eyebrow as he glanced down at the hobbit. "For saving Ori obviously. From the trolls."

'Oh,' Bilbo thought with sudden realization. He had almost forgotten about that! It felt like an age ago anyway. "Uh… you're – you're welcome Mister Nori."

"Ori likes you for some reason." Bilbo frowned at the dwarf. Even if Nori didn't think much of him, he didn't need to be rude about it. "Well I can't speak for Mister Ori, but he has been very nice to me. And he is as kind as he is talented, I think he likes just about everyone, Mister Nori, whether or not you think they deserve it."

Nori gave him an appraising stare, "Ori trusts too easily." Bilbo shot in to defend his friend as he felt his agitation grow, "Mister Ori looks for the good in people, there's nothing wrong with that."

"That is because Ori knows nothing of cruelty." The hobbit felt his eyebrows furrow in anger as he looked at Nori, "I think Mister Ori is much less naïve than you give him credit for. He chooses to see their qualities because he is a caring person, not because he is some unworldly fool."

"Just because you choose to live like some distrustful criminal doesn't mean Mister Ori has to!" Bilbo tried to quash the irritation he felt his chest, but it frustrated him beyond belief to hear someone Ori loved talk about the kind dwarf as if he were some – some sort of guileless dolt."

"So he told you about that did he?" Nori crossed his arms as he looked up at the ceiling. "He told me you – you were on the, uh, wrong side of the law." Nori let out a grunting laugh, "and did he tell you why?"

Bilbo felt his eyes widen curiously, "No… I don't think he, uh, knows why." The dwarf let out a little sigh of relief, "good. It should stay that way." The hobbit stared at Nori, feeling his curiosity grow, "What? What does that mean?"

The dwarf huffed with a slight measure of agitation, "it means exactly what it sounds like Baggins." The hobbit turned his body slightly so he could face the dwarf, "so there is some reason for you being a criminal then? Something you couldn't even tell Ori."

Nori looked at Bilbo as if considering what he should say next. There were a few moments of silence as they stared at each other. "You might as well start talking, Mister Nori," Bilbo shrugged, "it's not like we have anything else to do right now."

"Fine. But only because you saved Ori's live. And you are not allowed to tell Ori or Dori anything. If you do I'll know and I will make you regret it." Bilbo felt a slight shudder go through his spine, knowing in his heart that Nori could and would follow through; though as he looked at the dwarf's face he could see a slight strain there. The strain that only years of hiding a burdensome secret could leave behind.

The hobbit nodded as he continued to gaze at the dwarf who seemed reluctant to start speaking. "Ori said you were involved in some sort of… crime ring?" Nori let out a small bitter chuckle, "That's certainly one way of putting it. I didn't… I didn't start off that way."

The dwarf sigh, seemingly resigned to sharing his tale, "It was long ago, before Ori was no more than a small dwarfling. I'm sure he told you, but my parents ran a rather lucrative business for a while."

"Everything was rubies and emeralds for many years but they grew… reckless in their investments. I don't think to this day Dori and Ori know, which is well enough because they only reason I did what I did was so they could keep living in comfort."

Bilbo felt his curiosity grow once more, clearly there was much more to this story that even Ori knew. "My parents made a few deals with some… less that savory characters. The places they wanted to invest weren't strictly speaking legal but they are rather ignorant about the ways of the world. I don't think they realized just who they were dealing with."

"One bad bit of luck happened after the next and soon enough they were in a great amount of debt to the wrong sort of dwarves." The hobbit felt his stomach sink slightly, "They didn't get – get hurt did they?"

Nori glanced down at his companion before shaking his head, "No. I found out which of the syndicates they were in debt to and went to talk to their leader myself. I was… very young. I thought if I could just reason with them, they'd give my parents more time to pay back their loans."

The dwarf let out a small sigh, "they were… predictably uncooperative. Sent me home looking more a bruise than not. I told Dori I had gotten into a pub fight but I don't think he quite believed me."

"I went back the next day. And the day after that and for the next week. Each time they laughed in my face, told me to keep my nose in my own business and sent me away bloodier than the last. But I thought… I don't know really, I suppose I thought that if I showed them I was determined they'd eventually listen to me."

Bilbo suddenly felt very bad for the dwarf he had hardly given much thought to throughout their journey. He had written off Nori as some criminal, as someone not worthy of knowing. But as he looked in the dwarf's face, he saw the love Nori felt for his family, saw the strength it must have taken him to bear such secrets and pain for his brothers' sakes.

"And it worked. In the end I think they saw how desperate I was, saw that I would do anything to keep them safe. They realized they had all the power and there was not a thing I considered above me if it meant Dori and Ori wouldn't be touched by my parent's mistakes."

Nori crossed his arms again and fiddled with one of the cuffs on his sleeves. "I did things for them… Many things I am not proud of, many things I would rather die than let Ori know occurred at my hand." Bilbo almost reached out a hand to comfort the dwarf but couldn't decide if it would be welcomed.

"But they were safe and that's all that mattered. I paid off my parent's debt. I was good at my work, one of the best. And I rose through the ranks. I tried to be there for Ori as best I could, to support him as he grew up, but the more important I became, the harder it was to separate that life from the one Ori and Dori knew."

Bilbo's heart clenched tightly as he looked at the dwarf, wishing he could offer something to him in comfort. "Soon I wasn't just gone for weeks at a time. It was one year, then two, then five. I grew too… involved. I never lost sight about why I did what I did, but the less I saw of Ori and Dori, the more it felt like my life was consumed with lies and violence."

"My organization grew larger, more successful. Too successful. We drew more attention than was wise and eventually the nobles couldn't ignore us any longer. They sent in soldiers to our hideout, just barely made it out without being killed. I… panicked when I saw my crew slain, I knew I had to see my brothers one last time before I was executed, so I went home."

Bilbo's eyes widened, "so Ori told you about Thorin's expedition?" Nori nodded slowly, "Yes it was… almost too good to be true. I could get away for a while until things died down and if I helped the great Thorin Oakenshield, well, no one would accuse me of my crimes if I didn't die along the way…"

"I tried to make Ori stay but he… he can be quite stubborn once he sets his mind to something," Nori's face grew into a fond smile. "Then Dori wouldn't let us leave without him and that was that, we made our way to the Shire and here we are stuck in some bloody elvish cells."

Bilbo smiled at the dwarf. Sure, Nori was not the most… sociable of the dwarves, but he clearly loved his family dearly and cared for Ori like a brother should. Bilbo found he couldn't fault the dwarf his impoliteness if he cared that deeply and gave up so much for his siblings.

"I think… I think if you told Ori it would mean a lot to him," Bilbo said hesitantly. "No. No I would not have him know of what I've done. I know Ori and he would… blame himself. I can live with many things Baggins, but I couldn't live with that."

Bilbo threw caution to the wind and gave Nori the swiftest hug he had ever given anyone, so quick not even the dwarf could have pushed him away in time. "That's from Ori." Nori looked shocked as he gazed at the hobbit, not quite sure if he had actually just been hugged. "If he could… If he knew what you'd given up for him, I think he'd want you to know how much your sacrifices meant to him so, since he can't, I'll just have to do it instead."

"I…" Nori gazed at the hobbit as if seeing him for the first time, "thank you, Baggins." Bilbo gave the dwarf a wide smile, "Though if you do that again, I'll knife you."

The hobbit's smiled faltered as he gulped. Perhaps he had been a bit… rash. Letting out a nervous laugh, Bilbo scooted back slightly. "I was joking," Nori rolled his eyes at the hobbit. Bilbo sighed in relief before narrowing his eyes, "your sense of humor leaves much to be desired, Mister Nori." The dwarf chuckled, "so I've been told."

There was a sudden groan from the door as the guard pulled himself up off the ground. Nori rolled swiftly to the middle of the room, closing his eyes in pretend sleep as Bilbo slipped on his magic ring.

The elf stumbled away from the wall, holding his head and making his way for the door, muttering curses Bilbo couldn't quite hear. They listened carefully as the door creaked open then closed again. Nori shot up and looked out the window of the cell.

"Alright, Baggins, he's gone. I think it wise if we all stay put until we have a plan." Bilbo stood up and walked over to the dwarf. "Yes I suppose…"

Nori turned to where Bilbo's voice came from and held out the small bag with the lock pick in it, "go find Thorin, I think he'll be down the hall somewhere. He might be plotting something already."

The hobbit opened the door carefully enough not to make any noise before he heard the dwarf call out after him, "And Baggins?" the hobbit turned back to look at Nori's cell, "yes?"

"Stay safe." Though the dwarf couldn't see him, Bilbo gave him a warm smile, "you too Mister Nori. Don't worry I'll have us out of here in no time at all!" The hobbit turned again and made his way to the largest door at the end of the hallway. Sure enough, as he looked in, he saw Thorin's form laying down in the corner.

"Thorin!" Bilbo whispered as loud as he dared. "Thorin! It's me, Bilbo! Wake up!"

But even as the hobbit called to his friend, the dwarf did not stir. Dread welling up inside him, Bilbo felt his stomach sink. What if the elves had tortured him? What if—what if Thorin was too hurt to answer? What if Thorin was... was dead? Killed for his insolence against their king?

Bilbo picked the lock on the door with more skill than he thought his hands possessed; adrenaline and anxiety making his fingers work more swiftly than they while unlocking Nori's cell. He heard the lock click open and practically threw himself into Thorin's cell, slipping the ring back into his pocket.

"Thorin!" Bilbo ran over to where the dwarf was laying, unmoving and unresponsive. The hobbit fell to his knees and started shaking the dwarf roughly, "Thorin! I swear if you do not wake up right now I will – I will end you myself." Gripping the dwarf's shoulder tightly, Bilbo yanked until Thorin was on his back. "Come on! You – you can't be dead!" The hobbit let out a strangled laugh and shut his eyes tightly, "I didn't even get to apologize, so you – you wake up this instant! I will not –"

The hobbit was cut off as he felt firm hands grip each of his arms, "Bilbo Baggins," Thorin began gruffly, blinking several times, "I am not dead, just trying to sleep. Will you please calm down?"

His eyes snapping open, Bilbo was met with the sight of a slightly confused and irritated Thorin, "You're alive! I thought – I thought…" The dwarf sat up slowly, his back still injured from his fight with Azog and grumbled, "You thought I was dead. I gathered that much from your ramblings as you manhandled me awake."

The hobbit let out a relieved laugh, feeling suddenly very light, if only for the moment, and hugged Thorin fiercely. "Oh thank goodness! I was so, so worried!" The dwarf sat still for a moment before gingerly patting Bilbo on the back a few times. Bilbo sat back, with a beaming smile as he delivered a swift but firm swat to Thorin's uninjured shoulder.

The dwarf looked at Bilbo with indignant shock, "what was that for?" Bilbo shrugged still smiling, "for making me worry unnecessarily when you were just sleeping." Thorin narrowed his eyes at the hobbit, "Oh I must beg your forgiveness then, Master Baggins, how dare I consider sleeping when you were obviously trying to get into my cell?"

Bilbo laughed softly as he sat back onto his legs. He wasn't sure if this was the right time, but given the rate he was going, if he didn't apologize now, he might never get the chance.

"Thorin I… I want to apologize. For what I said the other day. Of course I know you would never to anything that would endanger Fili and Kili, or any of us. I suppose I just… I was so worried that Fili wouldn't wake up I forgot myself. I know I shouldn't have taken it out on you."

The dwarf stared at the hobbit for a few moments and Bilbo felt his nervousness begin to grow. He had sort of counted on Thorin forgiving him, not sure what he would do if the dwarf threw him out of his cell.

"I…" the dwarf began, but stuttered to a halt as he looked at Bilbo. "I would… like to apologize as well, Master Baggins. What you said was true, I should have warned you all and trusted that no one would do anything foolish."

Thorin looked down at his hands, worry furrowing his brow. "I could not speak to you Master Baggins, I could not face you because I was reminded that Fili's injury was my fault and I could not… could not live with myself if he had died because of my idiocy."

Bilbo placed a hand on Thorin's arm and squeezed, "It was not your fault Thorin, no one could have known that would happen." The dwarf looked up at Bilbo, his face dark and worried, "It was. I should have listened to Beorn but he… irritated me and in my anger I could not see the wisdom in his words."

"I apologize for the way I treated you, Master Baggins. You have done nothing but help my family and myself and I have done nothing to repay your kindness but take out my inadequacies on you like some spoilt dwarfling. I would… have your forgiveness if you would grant it."

Bilbo looked at the dwarf's face, seeing the hurt and frustration with himself in Thorin's eyes. For the first time, he saw what Fili had told him as they left Rivendell. He saw the dwarf who took on every burden and wanted so badly to protect his family and those who followed him from the hurts and cruelty that had been dealt to him. He saw a dwarf who needed, more than anything, a friend who owed him nothing, a friend who would take some of the mighty weight that constantly rested on his shoulders.

Giving the dwarf his brightest smile, Bilbo placed a hand on Thorin's shoulder and squeezed, "of course, Thorin, what're friends for, eh?" He hoped that the dwarf understood what he was really saying. That Thorin would never need to ask his forgiveness because there would never be time when Bilbo wouldn't consider the dwarf to be his friend. And that's what friends did for each other. They fought, they laughed, they told each other when they were being frustratingly irrational, but they would always be there when needed; ready to forgive and pick each other up off the floor with a smile.

Thorin looked at the hobbit, as if he couldn't quite believe that Bilbo so readily accepted his apology. "I… thank you Bilbo, that means more to me than you know." The dwarf gave Bilbo a small smile, his blue eyes showing rare warmth that Bilbo wished was there more often.

The hobbit smiled and nodded before he leaned forward, "So… what are we going to do about this mess?"