Part of Bilbo felt guilty for what he said, he knew he'd hurt them all with his words but that didn't mean he regretted it. They had hurt him too, they had tried to take the Ring from him, his family was just too dangerous.

'I wonder if that's the last time I will see them.' He thought as he followed Gollum up the mountains side, 'I wonder if that's the last thing I'll ever say to them.'

Thoughts of such finality should have invoked some sort of emotion in him but they didn't. He had long accepted that he would most likely die on this journey, after all the pain and betrayal he wasn't even afraid of it anymore. After all, he doubted he'd be welcomed back with open arms after that argument.

"In there..." Gollum whispered, slowly motioning inside a small dark cave entrance.

The cave was dark, he could only just see in front of him and the sound of cracking and water drips echoed about.

"What is this place?" He asked Gollum but the creature avoided the question.

"Master must go inside." He insisted.

Bilbo had never felt frightened of a tunnel before. He grew up in them! He was a Dwarf, so why did he want to run away from this one so badly?

"It's the only way." Gollum continued, "You must!"

The Ring whispered gleefully at his fear but Bilbo ignored it, Gollum was right he had to go through with this. He couldn't back down now. Tentatively he entered, glancing about the tunnel nervously. The stink hit him like a wave, almost worse than the bog.

"What is that?" He coughed.

"Orcses filth." Gollum supplied, "They comes down here sometimes, master should be careful...Now hurry!"

Gollum dashed off down the tunnel, obviously familiar with it's layout, leaving Bilbo to stumble through the dark.

"Gollum wait!" He begged, but the creature continued without him, calling him in the right direction, his voice echoing off the stone.

Blindly Bilbo followed, treading over bones and bodies as he went, pale orcs, long dead were scattered about. Were he not so intent on finding Gollum and getting out of the cave Bilbo might have questioned why there was no blood on the ground or walls. Suddenly, his hands felt something sticky and moist when they touched the wall, panicked, Bilbo tore his hands away, some of the white sticky substances coming with him.

"What is this stuff?" He asked, "It's sticky!"

"You'll see!" Gollum's voice replied, sounding suspiciously gleeful.

"What do you mean?" He called, walking over yet more of the sticky white substance and even more bones. He found his heart beginning to race, the bodies were hanging from the roof now, from the strange white rope. It seemed so familiar, like the web from Mirkwood.

Web.

"Gollum!" He cried, but no reply came.

His breath was coming fast now, he found himself stumbling forwards, desperate to find his way back out of the cave away from the webs and bodies.

-oOo-

The three Durin's had slowly begun to descend the mountain, their moods foul and moral low. Thorin had decided they would head back the way they came, to the Black gate. The forces of Middle Earth would no doubt be raising an army to fight Mordor, if they walked back from the Black Gate they were sure to stumble across them.

Suddenly, Fili came to a halt.

"I'm going after Bilbo." He announced, "We can't just leave him on his own."

"He'll just tell us to leave again." Thorin sighed sadly.

"If all of us go, yes." Fili reasoned, "If it's just one of us maybe he wont feel so threatened."

"In that case, I should go." Thorin replied, "Mordor is dangerous, Bilbo has to go but I can't risk you two as well if I can help it."

Fili shook his head. It took so much courage to say what he had to.

"Bilbo doesn't show it, but he's still scarred from the Arkenstone incident." Fili replied, "Plus he thinks you tried to steal the Ring once already, he wont trust you Uncle, at least not now while he's got that Ring around his neck poisoning his mind."

Thorin looked like he was going to yell for a moment before turning solemn. Fili felt horrible bringing up the Arkenstone, he knew how deeply ashamed his Uncle felt about it and how deeply he regretted his actions. But he had to speak the truth, that Ring was making Bilbo distrust everybody, bringing up all those bad memories, while it was around his neck Thorin would never get through to his son.

"Very well." Thorin sighed, "But you must come back. Promise me that, you will bring your brother back and both of you will be in one piece."

"Wait, what?" Kili started, "You-You're just going to let him go? What about me!?"

"Kili-"

"No!" Kili interrupted, "You think I'm just going to let both of my brothers just...walk into Mordor without me! We're supposed to be a team!"

The two brothers looked at each other for a moment. Yes, they had always been a team, the three of them. Kili had always been part of a group, or at the very least a pair, he'd never faced any sort of battle alone. Bilbo had fought by himself throughout this quest and the previous one and Fili had found his natural leadership as well but Kili, he'd always been so busy trying to protect everybody else he'd never made an individual of himself.

"Go with Uncle Kili." Fili smiled, "It gets darker every day, there is going to be a battle soon there is no doubt. Your bow could really help."

"But..."

"You don't need me or Bilbo to be a good warrior Kili." Fili insisted with a smile, "Besides, with you giving them such hell at the gate there will be nobody left in Mordor to chase us."

Kili gave a small huff of laughter.

"I'm going to come and get you, you realize." Kili smiled, "The minute that Ring is gone the battle will be over and I'll come and get you both."

"I'm counting on it." Fili grinned, gripping his brothers hand.

Thorin nodded.

"I'll see you both soon, promise." Fili said, as casually as he would were he just going hunting.

It was an empty promise, they all knew that but somehow it lifted their spirits somewhat. fili turned and began to climb back up the black stairs toward Bilbo while Thorin and Kili walked downwards toward the Black Gate. All three of them prayed it was the right choice.

-oOo-

Bilbo hadn't felt so blindly terrified since he was a child. Everywhere he ran there seemed to be more webs, more bodies. He found himself tripping and falling into the webs sticky mass, corpses falling over him as he desperately clawed his way out. Each time it was harder and harder to get out of the webs, once he was almost crushed by a skeleton in heavy armor that fell on him.

"Gollum!" He cried, but still his companion didn't answer.

"Gollum! Gollum...Thorin." The last word came out as a whisper as he huddled against a wall free of webs, "Fili...Kili...I'm sorry. Please, please come and find me...take me home...I don't want to be the Ringbearer anymore!"

"This is the light of Earendil, the Elven star. When you need it most, it will light your way."

Suddenly Bilbo remember his gift from the Elves. If there were ever a time he wished for a light it was now. With shaking hands he pawed through what remained of his pack until he saw the little phial of silver light, it was warm and soothing in the darkness. He raised his arm, illuminating the cavern, but even with the light he could not see the way out.

The sound of movement caught his ear and he immediately swung around, there was a dark shape in the corner close by him. Then the shadow moved, a long black leg appeared, then another and another, eight pale eyes gleaned in the darkness, bigger then Bilbo's fist. He knew what it was even before it stepped out into the light, a spider, a huge, hungry spider. Bigger than those he faced in Mirkwood.

It appeared, its fangs dripping and screeched at him.

Bilbo screamed, turned and fled.

I know Bilbo wasn't afraid of the spiders in Mirkwood but Shelob is a lot bigger than those, plus I'm factoring in the near blind panic he's worked himself into being alone in the cavern filled with dead and webs.