Riding rapidly across the land, Gandalf leads the Scoobies and Dwarves to the great forest of Mirkwood. Slowing to a stop, they approach a looming, gloomy-looking forest which looked very sick.

"This must be it." Angel announced while looking up at the forest.

"The Elven Gate." Gandalf whispered.

"That's some forest." Tara said.

Gandalf turns and calls to the others. "Here lies our path through Mirkwood."

"No sign of the Orcs." Dwálin said. "We have luck on our side."

"There is no luck on our side." Buffy said to the dwarf. "Those hunters are gonna keep on hunting."

"And I bet they've picked up our trail." Oz assumed.

"Oz is right." Xander said. "There not going to give up once they find us."

Gandalf squints as he sees something in the distance. It was Beorn, who was in his bear form, watching them from a distant ridge. "Set the ponies loose. Let them return to their master."

As the Dwarves and Scoobies begin taking their supplies off the ponies and horses, Bilbo approaches the forest on foot.

"This forest feels...sick, as if a disease lies upon it." Bilbo imagined.

"Is there no way around?" Jonathan asked.

"Not unless we go two hundred miles north, or twice that distance south." Gandalf said to him.

Gandalf follows a path a few feet further into the shadows and approaches a plant-covered statue. He approaches the statue apprehensively, then quickly yanks off the vines, revealing a painted eye. Gandalf felt suspicious that sensed that something wasn't right. Then, he nods to himself. "The High Fells." He whispered. "So be it."

As the Dwarves and Scoobies were busy unloosening their ponies and horses, and allow them to trot away, Riley was about to just about to finish unsaddling Gandalf's horse when the wizard emerged from the forest.

"Not my horse!" Gandalf called out. "I need it."

"What do you mean?" Riley asked, feeling confused.

As Gandalf strides forward, everyone looks up and murmurs in surprise.

"I would not do this unless I had to." Gandalf said.

"Where are you going?" Angel asked.

"To the High Fells of Rhudaur." Gandalf explained his mission. "It is my important business."

"Then let me come with you." Amy said while still on her horse. "I'm concerned of this."

"Alright." Gandalf nodded and then turns and looks at a dejected Bilbo. "You've changed, Bilbo Baggins. You're not the same Hobbit as the one who left the Shire."

"I was going to tell you; I...found something in the Goblin tunnels." Bilbo explained nervously.

"Found what?" Gandalf asked as he leans forward curiously and suspiciously. "What did you find?"

Bilbo stood silent for several seconds, and then finally responded. "My courage."

"Good." Gandalf nodded proudly. "Well, that's good. You'll need it."

Gandalf turns and begins walking toward his horse.

"Gandalf, wait!" Buffy called. "Where will we meet you?"

"We'll be waiting for you at the overlook, before the slopes of Erebor." Gandalf explained the plan. "Keep the map and key safe. Do not enter that mountain without me. This is not the Greenwood of old. The very air of the forest is heavy with illusion. It will seek to enter your mind and lead you astray."

"Lead us astray?" Bilbo asked quietly to Jonathan. "What does that mean?"

"I don't have the slightest idea." Jonathan replied quietly back to the hobbit.

"You must stay on the path; do not leave it." Gandalf continued with a warning. "If you do, you will never find it again."

Amy and Gandalf wheel their horses and ride away.

"No matter what may come, stay on the path!" Gandalf shouted.