Bilbo ran as fast as he could through the winding tunnels of web. He was completely lost and that horrible monster was after him. He could hear it's sharp legs piercing the ground as it chased him, crushing bones as it went. Bilbo had fought Spider's before but never one so large, it's venom was no doubt stronger than that of the spiders in Mirkwood. He'd heard tales of Shelob, a monstrous spider of Mordor as a child but he'd always thought it was just that, a story. Risking a glance behind him proved a mistake as his large feet caught on the webs and sent him tumbling down into them.

The great spider was upon him in seconds, with no time to reach for sting Bilbo instead shoved the Elven light towards it. Shelob screeched and shrunk back slightly, Bilbo took this short time period to grab Sting and swing it at one of the great spiders legs. The sword lodged itself halfway through the spiders limb, earning another screech. The Hobbit didn't even have time to pull his weapon free before fangs descended and he had no choice but to roll away and keep running.

He felt a pang of sadness strike him, leaving Sting behind. The sword had been good to him, but right now he needed Shelob slowed more than he wanted his sword back. Using his small size to his advantage he dove down through a hole in the floor but judging from the amount of web he fell onto, Shelob knew another way to this place.

Dangerously close to panicking he continued to run blindly through the tunnels, looking behind every step of the way. Then all of a sudden the ground was gone and Bilbo found himself trapped, hung from spider webs on all sides, he'd stumbled into one of the spiders trap tunnels.

"Gollum!" He screeched, his companion had to be here somewhere!

"Gollum! Help me!"

"Master?"

Bilbo had never been so relieved to hear another voice nor see another face when Gollum appeared not to far ahead of him upon a web free rock. But Bilbo felt his hope draining when he saw the smile on Gollum's face.

"Is master stuck? Don't worry master, stuck in a web." He hissed, "Soon, master will be dead..."

Bilbo felt himself snap.

"You traitor!" He yelled, swinging his limbs back and forth wildly, trying to free himself as his rage built. He'd trusted the wrong person.

Slowly the webs started to break, their hold was loosening but as they did Shelob was approaching. Bilbo could hear the hissing, the heavy steps coming closer. Gollum, the traitorous coward, turned and fled as Bilbo tugged himself free of the last for sticky strands. At least now, having seen Gollum escape he knew which way to go.

Tumbling out of the webs Bilbo dove through the entrance and out onto open stone. However, he'd barely caught his breath when something tackled him with a scream.

"Give it to us! Give it!" Gollum demanded, scratching at Bilbo, trying to claw the Ring from his neck.

For once in his life Bilbo didn't bother holding back his rage and frustration. He didn't need a sword to fight, he grabbed at Gollum, punching at his gut and smashing his fists into any part of the foul creatures body that he could reach. Finally, through the red haze that had descended over him, Bilbo felt his hands close over Gollum's throat. Gollum continued to claw and scratch at the Hobbit and through the rage Bilbo realized he was literally squeezing the life out of the creature. A creature at one point, that had been like him, it was the Ring that had made him into a mad monster.

Unfortunately, this realization made his hands loosen ever so slightly, giving Gollum the chance he needed. Suddenly Bilbo was on his back and once again Gollum had the advantage but only for a split second. Without hesitation, nor regret, he thrust his arms up against Gollum's thin frame, forcing him off and over the Hobbit's shoulder,

and straight down into a ravine.

Gollum's screamed echoed up, without a doubt he would survive, Bilbo was no longer naive enough to hope otherwise.

Exhausted, all the adrenaline draining out, he laid there at the edge of the cliff breathing heavily for a moment before forcing himself to rise. He only managed a few steps before half collapsing against the wall for support.

It would be so easy to give up here. Just lay down and never get up again. But some how, he forced himself to keep going.

'I'm so sorry Thorin...Fili...Kili...' Bilbo thought to himself, not having the strength to speak the words aloud, 'I wish I'd trusted you.'

It didn't take long for him to come to a set of stone stairs carved into the black stone. He could see a great tower in the distance, one of the very few buildings in Mordor no doubt. And behind it he could see the red glow of Mount Doom.

"Bilbo~!"

Bilbo blinked, a voice?

"Fili?"

Bilbo turned, expecting to find nothing but more rocks, the voice another taunt from the Ring but instead he saw something much worse.

Shelob.

He opened his mouth, to do what he was never sure because before he even got the chance to draw a startled breath there was a stabbing pain in his chest. His eyes glanced down to see a black stinger impaled in his skin before ripping out. Almost immediately his body began to numb, the Hobbit wanted to cry out, to fight in some way but his lungs felt like they were seizing, filling with water as if he were drowning.

Foam splattered over his lips before his legs gave out. He felt himself, just barely, being wrapped in webs, about to become a snack for a giant spider.

'So this is where it ends...' he thought darkly as the world faded away, 'I failed...'

-oOo-

Fili called for Bilbo though he'd long stop expecting a reply. The journey back up the mountain side and through the ghastly web filled cave had sapped at his hope. At first he had panicked, thinking perhaps Bilbo was one of the corpses hanging from the ceiling but then he found a pathway, marked by ripped up web. Bilbo had made it through the cave unscathed but Fili couldn't help but worry about where the spiders were.

"Bilbo!" He called again.

Now he made his way along the path that Bilbo had without a doubt walked before him. Fili looked worriedly at the blurred footprints in the uneven ground, Bilbo was not steady on his feet.

He turned the corner into a larger area and the sight that greeted him caused a small part of Fili's heart to break.

A great spider, four times the size of any he'd seen in Mirkwood was slowly wrapping his little brother's limp body in webbing. Without hesitating he drew his sword.

"Let him go you devil!" He bellowed, evidently getting the spiders attention as it dropped Bilbo's now fully concealed body to the ground with a loud thump.

Fili surged forward, slamming his sword against the spiders fangs. It raged, snapping it's mouth open and closed, barely missing the Dwarf as it attacked. Then Fili noticed the blade embedded in the foul beats leg, Sting, Bilbo's sword. Because of it the spider was slowed, that was his opening. Without hesitation Fili dropped, scrambled beneath the huge spider and out again, grabbing Sting as he went and slicing right through the spiders leg as he went.

It shrieked and writhed, giving Fili his final opening.

"This is for my brother!" He hissed, plunging both Sting and his own sword into the spiders fat belly over and over again.

The screams and hisses felt deafening and for a moment Fili was afraid the spider would turn on him ones more but then, to his relief, it staggered and fell down the mountain side. He could hear it, in the darkness where it landed below, still mewling in pain but he doubted that the spider would come back.

With the threat gone Fili threw down both the swords and ran to the bundle of webs that was his brother.

"Bilbo!" He called desperately but receives no answer.

Roughly he rips the webbing away from Bilbo's face and is met with cold, open eyes staring back at him from a pale face.

"Bilbo..." He whispers, desperately shaking him, "Please...you can't...not now..."

He'd been too late, his little brother had been slain right in front of him.

"Wake up." Fili begged, feeling tears sting his eyes, "Please, wake up. Don't go where we can't follow...Thorin, Kili, neither will ever forgive me..."

Gently, Fili cradled his brother against his chest and sobbed, if only he'd come sooner. He continued to sob for several minutes before he noticed the blue glow of Sting and voices coming closer from the pathway behind him.

Desperately he looked down at Bilbo's empty eyes.

"I'm so sorry." He whispered, "I can't even bury you or save your body from them I'm sorry."

He had no time to give Bilbo death rites, he had to hide, he had to finish this message. For his little brother, even if his body would never be entombed as it should be, he could at least rid the world of the Ring.

Sorry this took so long!