After Gandalf and Amy Madison had left to travel to the High Fells of Rhudaur on a secret mission, the Dwarves of Thórin's company and the Scoobies follow the path of Mirkwood.
"This forest is sick." Heidi whispered beside Rhonda.
"Do you think there's another way around?" Rhonda whispered back to her.
Both groups stay on a single file as they follow the paved path that started at the Elven Gate. Thórin, Angel, and Buffy lead the way and keep their eyes focused on the path. Nearly an hour away from the Elven Gate, the Dwarves and Scoobies keep following the path through the forest, and saw how it twists and turns over all sorts of terrain such as bare ground, high ledges, fallen tree trunks, and more.
"This place is starting to creep me out." Jonathan whispered in fear.
"I think we should go back, and I find another way around." Lance suggested in a whisper.
"There's no point in going back, Lance." Cordelia whispered to him and looked upwards at the sickened trees. "As long as we follow the path, will be out of this tainted place."
Dwálin walks ahead and makes a sudden stop. He thumps the handle of his hammer on the ground to find the paving stones of the trail. "This way." He beckoned the others.
For almost another hour, everyone started to breathe very heavily due to all the walking.
"I don't feel so..." Xander gulped.
"I feel strange." Willow said woozily.
"Air. I need air." Tara gasped for air.
"Is it me, or am I talking to myself?" Harmony asked herself.
"Well this is bloody fun." Spike remarked and spoke behind Angel. "Although, I feel a bit strange."
"Yeah, me too." Angel said. "Something's not right."
"My head, it's spinning." Devon complained weakly.
Larry, Xander, Jonathan, Gwen, and Willow bump behind Riley.
"Watch it." Riley breathed, sounding like he was hypnotized.
"What's happening?" Gwen asked while breathing.
"Why have we stopped?" Xander asked.
"It's gone." Riley said.
"What's gone?" Jonathan asked, sounding worried.
"The path is gone." Riley exclaimed.
"What do you mean the path is gone?" Xander exclaimed.
"What's going on?" Buffy asked.
"We've lost the path!" Gwen cried.
"How is this possible?" Buffy whispered to herself and saw that she and everyone else were standing in front of a steep cliff, and there is no path ahead of them.
"How did we end up here?" Owen asked.
"I don't know." Buffy responded.
"Perhaps we failed to follow the wizard's instructions." Xander cleared his throat. "We are suppose to follow the path, and now we just lost it."
"Well that's excellent news!" Spike growled sarcastically. "We are bloody lost now!"
"What are we going to do?" Willow asked, sounding worried.
"We have to find the path." Buffy said.
"Everyone, stay together and keep your eyes open for the path!" Xander shouted.
Meanwhile, the Dwarves and Scoobies had spent hours searching for the path that was nowhere to be found. They wander through the forest that was beginning to affect them mentally, and they stagger about.
"I don't remember this place before." Anya said. "None of it's familiar."
"It's got to be here." Oz said impatiently.
"I want to get out this." Jonathan repeated nervously.
"Does anyone know what hour it is?" Faith asked.
"I do not know." Spike groaned. "I don't even know what bloody day it is."
"Is there no end to this accursed place?" Bálin asked.
Minutes later, Bilbo had been following the Dwarves and Scoobies while they were all muttering to themselves and rambling as they wander about. Bilbo absentmindedly plucks a spiderweb. As he did, the web began to vibrate, and the whole vibrations continue through the various linked spiderwebs that were far off into the forest. After Bilbo plucks the web again, he suddenly heard a strange whispering noise.
"What was that?" Bilbo asked.
"What was what?" Faith asked.
"I heard something." Bilbo said. "Just a few seconds ago."
"What did you hear exactly?" Faith asked with a grin.
"A noise." Bilbo answered softly. "A whispering noise."
"I don't even hear anything, but what I hear is muttering and arguing all around us." Faith sighed and walked away from Bilbo.
As Bilbo walks off, Buffy makes a sudden stop and began to to notice the webs. She started to grow suspicious, and then felt that something was not right.
"What's wrong?" Cordelia asked her.
"Something's not right." Buffy whispered.
"What do you mean?" Cordelia asked, feeling concerned.
"I think we need to warn the others." Buffy informed. "We're not alone here."
Meanwhile, Óri the dwarf leans down and picks up a tobacco pouch. "Look."
Roy then takes it from him. "A tobacco pouch." He said, sounding dazed. "There's dwarves in these woods."
Michelle takes the pouch from Chris. "That's strange." She said. "This is exactly the same as mine."
"That's because it is yours!" Cordelia exclaimed in frustration. "Don't you see? We're going round in circles."
"Oh, what a great idea!" Harmony shouted. "Now, we're lost!"
"Can you keep your voice down?" Spike asked. "Shouting all over these blasted woods is not going to help."
"We can't be lost." Xander said. "Our job is to keep heading east."
"But which way is east?" Faith asked and sighed deeply. "We lost the sun."
As the Dwarves and Scoobies had been bickering and arguing, Bilbo looks up and sees a bit of sun through the tree canopy far above him.
"The sun." Bilbo spoke quietly to himself. "We have to find the sun. Up there. We need to..." He begins to climb up one of the trees nearby.
As Bilbo climbs to the top, he doesn't realize that there were masses of spiderwebs all around him. His head breaks through the trees and into the air. Suddenly, as if a spell has been broken, Bilbo's head cleared and breathed deeply as he looks up and sees butterflies flying all around him. As the sun was setting, Bilbo smiled and laughed at the same time since he couldn't imagine how everything was beautiful. He then looks off into the distance and sees several landmarks.
"I- I can see a lake!" Bilbo calls down loudly to the dwarves below. And a river. And the Lonely Mountain. We're almost there!" He waited for a reply from the group, but there was no response. "Can you hear me? I know which way to go! Hello?" He looks down and tries to look down. That was when he began to hear a thumping noise in the distance and looks up. "Hello?"
In the distance, trees move haphazardly under the weight of something approaching. The movement is coming straight toward Bilbo and the dwarves. Worriedly, Bilbo climbs down a bit and peers around. He steps forward, only to trip over a spiderweb and fall several feet, bouncing painfully off branches, and yelling in pain and shock the entire time. He catches himself on a branch, then watches in horror as a web parts to reveal a massive spider. As the spider opens its fangs and hisses at him, Bilbo yells and falls again, landing on his back in an even bigger spiderweb. He is stuck to it and is thus unable to resist as the spider wraps him up tightly.
All the Dwarves and the Scoobies were captured by giant spiders. While the spiders have hung them upside down from tree branches, a female spider tows a web-encased Bilbo toward the others. As she prepares to reach the hobbit with her jaws to administer her poison, Bilbo suddenly opens his eyes and realized what was going on. Fearing what the spider was about to do to him, Bilbo slowly takes out his sword, which he had been holding, straight up from his body, through the web, and into the spider. He guts it and flings it over the edge of the branch he had been lying on, sending it crashing to the forest floor. Bilbo quickly rips off the cocoon web he had been wrapped in. Looking up, he sees the Dwarves and Scoobies wrapped up and hanging from the branches. He suddenly hides behind a tree trunk as a spider climbs up the other side of the trunk. Immediately, Bilbo pulls out his Ring from his pocket and slips it on his finger.
With his ring on, Bilbo holds his sword in front of him and approaches the spiders that were about to eat the Dwarves and Scoobies. He ducks just in time as a spider crawls along a branch above him, going toward the dwarves. Bilbo throws a piece of wood away and to the side, causing all the spiders to rush after the source of the noise. As the spiders leave, one spider stays behind and prepares to eat a wrapped and squirming Jonathan. The spider drops Bombur to the tree trunk and prepares to eat him. Bilbo sneaks up and strikes it on its rear with his sword. The spider spins around and hisses, but Bilbo is invisible to it. Bilbo keeps slicing at it, slicing away a leg and part of its head.
"Curses!" The spider screamed. "Where is it? Where is it?!"
Bilbo pulls off his ring, revealing himself to the spider. He gives a little smile before he speaks. "Here!" He thrusts his sword directly into the spider's head."
"It stings! Stings!" The spider cried in agony.
Bilbo pulls out his sword and the spider, dead, crashes to the ground below. He looks at his sword and seems amused. "Sting. That's a good name." He looks toward where the Dwarves and Scoobies that were still wrapped and tied up.
For minutes, Bilbo had been busy cutting down all the Dwarves and Scoobies as they all land safely n the forest floor and proceed to rip off their wrappings.
"Get me out of here!" Willow screamed.
"Keep your voice down!" Spike hissed. "Don't want those flesh-eaters to eat us."
"Well we better get out of here before they come back." Jonathan whimpered.
"Wait a minute, where's Bilbo?" Buffy asked, looking around.
"I'm up here!" Bilbo shouted from the top of a large branch.
Buffy and the others look up and were very very grateful that he was alright.
"Bilbo, watch out!" Cordelia yelled when she saw a spider climb towards him.
Before Bilbo could react, the spider jumps at Bilbo from underneath the branch he was standing on, and it pins him underneath it. However, he manages to put his sword in front of him just in time, stabbing the spider through the belly. As the spider falls off the branch, Bilbo, entangled in its legs, falls with it. As the pair smashes against branches on their way down, Bilbo's ring falls off his finger and lands some distance away from where Bilbo lands. Bilbo gets up and begins stumbling toward where the Ring fell.
Meanwhile the Dwarves and Scoobies have freed themselves and they try to escape, only to be surrounded by the returning spiders. They fight against the spiders with their various weapons. Bombur is knocked to the floor by a spider, and it stands over him to bite him. That was when Buffy, Larry, Angel, Spike, Xander, and Anya grab each leg of the spider.
"Pull!" Larry shouted.
They manage to pull at the spider's legs, and they manage to pull its legs right off its body. The dismembered body of the spider lands on Bombur.
As the Dwarves and Scoobies were still fighting the spiders, one spider snuck behind Kíli and pulls him away.
"Kíli!" Fíli shouted.
After the Dwarves and Scoobies managed to defeat most of the spiders, they were all running through the forest until more spiders jump down on threads of silk in front of them. Buffy raises Orcrist in preparation to fight, but pauses and looks up. Here eyes caught the attention of a blond-haired Silvan Elf who was running through the treetops. At that moment, the elf swings himself down a spider's silk in order to land on it and kill it. He slides on the forest floor under the spider facing Buffy, slicing it in half, and comes up kneeling with an arrow nocked in his bow and pointed at the slayer. Before the Dwarves and Scoobies could react, hundreds of Silvan Elves appeared out of the trees, and drew their arrows right at them.
"Do not think I won't kill you, woman." The blond-haired elf threatened. "It would be my pleasure."
The Dwarves and Scoobies look around and see that they were completely surrounded and outnumbered by many Elves, all with drawn bows aimed at them. Immediately, they were forced to surrender rather than taking a foolish chance in engaging them.
"Help!" Kili screamed.
"Kili!" Cordelia called out.
Kíli was in huge trouble when the spider that grabbed him from behind, was pulling him. The young dwarf struggled to free himself until a female red-haired elf runs through the forest. She kills three spiders with her bow and knife, then kills the spider pulling Kíli with an arrow. She turns to attack another spider behind her, and yet another spider rushes toward Kíli.
"Throw me your dagger!" Kíli exclaimed. "Quick!"
"If you think I'm giving you a weapon, dwarf, you're mistaken!" The red-haired elf responded rapidly as she kills her spider with her knife, then spins and throws the knife, killing the spider that was attacking Kíli.
After the struggle with the spiders, all the elves had surrounded the Dwarves and Scoobies.
"Search them!" The blond-haired elf ordered.
The elves approach the Dwarves and Scoobies, and they all start to search them.
"Who the bloody hell are you?" Spike asked the blond-haired elf.
"I'm Legolas of the Woodland Realm, and you and your companions had just entered our realm." Legolas said with a soft growl and gave him a huge glare. Then, he turns to Glóin and snatches a picture frame with two pictures out of Glóin's pocket.
"Hey! Give it back! That's private!" Glóin growled.
Legolas looks at a picture of a female dwarf, who mistakens her as a man. "Who is this?" He asked the dwarf. "Your brother?"
"That is my wife!" Glóin continued to growl at him.
Legolas looks at the other picture, which is of a dwarf child. "And what is this horrid creature? A goblin mutant?"
"That's my wee lad, Gimli." Glóin growled even angrily at Legolas for insulting his own family.
"You have a son?" Willow asked.
"Yes!" Glóin growled as a response.
Meanwhile, the elf searching Fíli finds even more knives all around his person. Fíli sighs when the elf finds even some in a secret hidden pocket.
"How many weapons have you been keeping?" Gwen asked him while a female elf searched her.
"Not as much." Fíli replied.
Legolas walks over to the red-haired elf that rescued Kíli. However, he spoke to her in elvish. "Tauriel, gyrth in yngyl bain?" (Tauriel, are the spiders dead?)
"Ennorner gwanod in yngyl na nyryn. Engain nar." (Yes, but more will come. They're growing bolder.) Tauriel replied back to him in elvish.
An elf archer passes Orcrist to Legolas.
"Echannen i vegil hen vin Gondolin." (This is an ancient Elvish blade.) Legolas remarked in elvish while staring at the sword. "Magannen nan Gelydh." (Forged by my kin.) Then he turns to stare at Buffy and spoke back to her in english. "Where did you get this?"
"It was..." Buffy sighed. "It was given to me."
Legolas grew suspicious and refused to believe her words by pointing Orcrist in front of her and her friends. "Not just a thief, but a liar as well."
"Hey, how dare you call my friend a thief!" Xander shouted at him. "It's not like that she stole it from you!"
Legolas angrily moves his sword in front of him. "Then tell me, mortal. Do you wish to die here for insulting me?"
"Actually, I prefer to stay alive rather than asking for trouble." Jonathan spoke and turned to Xander. "Xander."
"No, it's no problem at all." Xander replied.
"Please, I'm telling you the truth." Buffy pleaded. "I didn't steal that sword. I found it in a troll cave. Whoever took it, it wasn't me."
"If you wish to confess the truth, you must speak to the Elven King." Legolas said to her until he noticed Thórin, who was been examined by two female elves. "Wait." He walks over to him. "I know you." He stares at him. "Thórin Oakenshield. So it is true. My father has been waiting patiently for you for many years."
"I do not wish to speak to your king." Thórin replied in low voice.
"Oh I'm afraid you will, dwarf." Legolas responded in a soft growl and shouts in elvish. "Enwenno hain!" (Take them!)
At Legolas' commande, the elves begin to lead the Dwarves and Scoobies away. As they begin to walk, Bofur turns and whispers to Thorin]
"Cordy, where's Bilbo?" Harmony asked her friend in a whisper.
"I don't know." Cordelia whispered back to her, and turn to look around, but sees no sign of the hobbit. "The spiders must've got him."
The Dwarves and Scoobies were led over a bridge and into the Woodland Realm.
"Holo in ennyn." (Close the gate.) Legolas addressed the guards in elvish to shut the gate.