Disclaimer: Anything you recognize is not my own, yadda yadda yadda. I'm not making any money off of this. (Though I wish I could.)


We woke up early that morning. With Mirkwood ahead of us, and the threat of the orcs hanging over our heads, the mood was once more subdued. We hardly spoke at all as we had breakfast and set about packing food and other supplies that Beorn offered to us.

At one point, I had mutedly handing Thorin his cloak back, apologizing for not giving it to him sooner. He took it without a word, and left me standing there, feeling suddenly very stupid.

All fifteen of us were given packs stocked with food, water bags, and, in the case of Oin and I, simple medical supplies. Once we were all loaded up with as much as we could carry, Beorn led us out to his pastures where the ten ponies and lone horse waited, already saddled and ready to go.

While the others chose their mounts and began to climb on, Beorn himself led a sturdy black and white mare to me. He handed off the reins to me and caressed the pony's muzzle lovingly.

"If you ever tire of these dwarves, little lamb, perhaps you will think of me and return." While his tone was light and teasing, there was also a hint of longing there.

"I am sorry to say that I don't think that will happen. But have no fear, Beorn. You will find a lovely lady and settle down, and have those sons and daughters you spoke of." I smiled warmly up at the skin-changer with tears in my eyes.

"You speak as if you know," Beorn said after a moment.

"Lets' just say I have a very good feeling about it." I answered.

"I will hope you are right, little lamb." He very softly touched my face, then turned and, without glancing back, walked away with Gandalf at his side.

I turned and looked for Bilbo, who was standing awkwardly off to the side. It was very obvious he was not looking forward to riding again.

"Hey, Bilbo. What are you waiting for? Come on." I called out. He looked over to me, then smiled in relief. He half-jogged to me and I helped heft him up into the seat. I mounted behind him, taking the reins in hand. I gently pressed into the mare's side and walked to catch up with the others, who were only a short distance ahead.

"Go now, while you have the light. The hunters are not far behind." Beorn called out, now that Gandalf and him were done talking. As if on que, howls sounded off in the distance.

Gandalf mounted his horse and without hesitation, dug his heels in and set off at a quick pace. Everyone set off behind him, with me lingering only a moment to wave goodbye to Beorn.

"You liked him," Bilbo said softly from in front of me.

"I did. He is wild and unpredictable… But he also has a good heart, and has suffered a lot. As much as the dwarves have lost, and as much as you have left behind, you all still have those that care about you. If all ends well, the dwarves will have Erebor to return to, and you will still have the Shire. Beorn has nothing. Everyone he ever loved and cared for is dead, and the mountains he called home are over run with orcs and goblins." I answered after a moment. Bilbo seemed to think this over.

It wasn't long before Gandalf picked up the pace. We rode at a fast gallop through Beorn's territory until at last the once great forest of Mirkwood loomed ahead of us. We slowed our mounts to a stop and began to dismount. I hopped off of our pony first, then helped Bilbo down. My eyes fell on the dark and dim forest ahead of us and an eerie feeling crept over me.

"The Elven Gate," Gandalf said softly, motioning to the overgrown pillars along side a well-worn path.

"Here lies our path through Mirkwood."

"No sign of the Orcs. We have luck on our side." Dwalin said, looking around. Gandalf glanced at him before peering off into the distance. I followed his gaze and, far off, I could see the vague shape of a huge bear.

"That, and a huge fucking bear," I muttered to no one in particular.

"Set the ponies loose. Let them return to their master."

We all set about taking the supplies that had been packed onto the sturdy animal's backs off and rearranging them among ourselves. I patted my pony's nose.

"Tell Beorn I said thank you." I said softly. The pony nosed me gently as I scratched her neck. I leaned into her and thought of Grey-mane back in Rivendell and felt a small pang, wondering if I would ever see him again.

"The forest feels… Sick." Bilbo said softly, very slowly walking towards the gate. "As if a disease lies upon it. Is there no way around?"

"Not unless we go two hundred miles north, or twice that distance south." Gandalf answered. He followed behind Bilbo a moment before turning to look at the rest of us. His eyes met mine and I nodded slowly. He seemed to look distant for a moment, then nodded back to me. He said something softly under his breath that I did not catch.

"Not my horse. I need it." Gandalf called suddenly, startling poor Nori who had just started to unpack Gandalf's horse. The rest of the ponies began to turn and trot away, my own giving me one last push with her snout before joining the others.

"You're not leave us?!" Bilbo turned suddenly to look at the wizard.

"I would not do this unless I had to." Gandalf glanced up at Thorin, then back down to Bilbo, who looked down.

Gandalf stepped closer to the hobbit, and I watched as the two exchanged words. I watched Bilbo's hand brush over his vest pocket and I felt the chill again. Gandalf smiled warmly at Bilbo before turning back to his horse.

"I'll be waiting for you at the overlook, before the slopes of Erebor. Keep the map and key safe. Do not enter that mountain without me." He mounted up and turned his horse to glance back at Thorin.

"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…? What does that mean?" Bilbo asked softly.

As Gandalf once again turned his horse, who was becoming nervous, rain began to fall despite the fact that it was still sunny.

"You must stay on the path. Do not leave it. If you do…" Gandalf hesitated a moment. "You will never find it again."

His horse, becoming difficult to hold still, snorted and pranced.

"No matter what may come, stay on the path!" Gandalf called, suddenly kicking the horse into a gallop. The horse sprung away and I watched as the wizard took off, quickly disappearing out of sight. Behind me, Thorin began to lead the company into the woods.

"Come on. We must reach the mountain before the sun sets on Durin's day." Thorin called back. I slowly turned and began to follow behind.

As I stepped through the gate, I began to feel just like I had in the mountains before the trolls. I hated that I knew so clearly what was to come and I hated even worse that I could not warn anyone.

The trees climbed and twisted ominously above us, creaking and groaning almost angrily. Other then the far off snap of tree limbs and the rustle of leaves, the forest was eerily silent, no sign of any life.

The path we were on had not been up kept, that much was obvious. Broken stone lay scattered across the ground, great thick tree roots having long since broken through and twisted, claw like, along the path. Vines and dead leaves obscured the path, and we often had to kick away the debris to find our way. Every once and awhile, Thorin or Dwalin would step ahead of us and push through over-growth, searching for our way.

Despite the fact that it was summer time, and outside the forest the sun had been shining warmly on our backs, inside the forest was cold. I could feel the cold grip of gnawing fear in the pit of my stomach and I shivered, pulling my cloak tighter. I stumbled over a tree root and barely managed to catch myself before I ran into Dori just ahead of me.

"Air… I need air…" Bofur grumbled.

"My head… its spinning," Ori said softly.

I had begun to feel it too, as though a blanket had been thrown on us, thick and suffocating. I felt disorientated and fuzzy, as though on the edge of sleep. Looking into the forest made the feeling worse, so I tried watching my feet as I picked my way over the forest floor, but my feet were blurred and sometimes, I could not tell if I was walking forward or backward, or whether I was moving at all.

I stumbled, and this time I did fall into Dori, who had stopped suddenly along with the rest of the company.

"Whats happening..?" Oin called out.

"Keep moving!" Thorin snapped. "Nori, why have we stopped?"

"That path… It has disappeared!"

"Whats going on?" Dwalin snapped.

"We've lost the path!" Oin answered miserably.

I shook my head, trying to clear the fog. Ahead of us, the path we had been following dropped off steeply.

"Find it. All of you! Look for the path."

"We should stick together," I said thickly. "Don't lose sight of one another."

Thorin glanced back at me, then nodded.

"She's right. Keep with in distance of one another. Do not stray too far."

I searched along with the rest of the company, desperate to the find the path. We wouldn't find it. No. Why wouldn't we? We had only just left it. Gandalf would know… Except… where had he gone?

I pressed my hands against my head, trying to clear it.

After we had searched as far as we could, Thorin gathered us all together and we set out in single file, picking our way through the branches that seemed to grab at us as we passed.

"Conner," A sing-song voice came from my left and I whirled to face it. A shadow ducked behind a tree, and I paused.

"Andrews…?" I called softly. I took a few steps toward the sound before someone grabbed my arm. I turned around to find myself face to face with Brown.

"We can't split up, Talya. We have to stay together." It was Bilbo's voice and I jerked in surprise.

I blinked in confusion and whirled around when I heard someone call out my name again.

"They are looking for me," I said softly. "I have to find them. Andrews will be worried… And shell never… let me… forget…"

I stumbled into someone, and turned around to face the bloodied specter of the man I had shot to save Alicia. I yelled and fell backwards, scrambling to get away.

"You're supposed to be dead,"

"Talya? Talya." His voice said. I looked up and the man I had shot morphed into Thorin's face and I went cold.

He crouched down, his own eyes slightly unfocused.

"Rest here a moment," He said softly, concerned . He stepped back and looked around.

"Look," Ori cried out in wonder as he bent down to pick up something from the ground.

"A tobacco pouch. There's dwarves in these woods!" Dori said, peering at the pouch from over Ori's shoulder. Bofur tugged it from Ori's fingers.

"Dwarves from the Blue Mountains no less…" He narrowed his eyes, confused. "This is exactly the same as mine."

"Because it is yours!" Bilbo snapped suddenly. "You understand? We're going around in circles. We are lost!"

"We're not lost," Dwalin growled back. "We keep heading east…"

The voices became lost in my head.

"Should never have taken that path," Brown said from somewhere off to my left. "Now we can never go home."

"Never go home," Downy repeated from behind me.

"Lost and gone forever, oh my darling, Clementine." Brown sang.

"Lost with dwarves and hobbits and wizards, oh my," Wallace said, letting out a rasping and harsh laugh that did not belong to her.

"Poor Conner. No home. So lost. All alone." Andrews voice was so close, the last word was spokin in my ear. I whipped my head around to find no one there. Goosebumps crawled up my arm.

I shook my head when the sound of arguing and scuffling reached me. I looked up to find the company shoving at each other, snapping harshly at one another.

"Stop…" I said softly. "Stop!"

My words fell on deaf ears, and I lurched to my feet. I gave Fili and Kili a hard shove away from each other.

"I said stop it, god damn it!"

The brothers glared at me, but suddenly Thorin stopped too, and looked around.

"What? Whats that…?" Thorin whipped his head back to the rest of the dwarves.

"Enough! Quiet! All of you! We're being watched!"

Thorin looked up to the tree tops, and we all followed suit.

Out of nowhere, we were ambushed. Giant spiders descended on us, trapping us in between their hugely long and thick legs. Jaws snapped in our faces, wicked curved fangs clicking at us and, before we could even draw our weapons, great, thick strands of webbing shot out and we were being wrapped tightly. Even as we were being hoisted up into the trees, I squirmed, my heart in my throat. I felt like I was being suffocated and I couldn't bear it. In a full blown panic attack, I kicked out my legs and suddenly, I was falling.

I landed hard on my left shoulder and I let out a muffled scream as I felt rather then heard a muted crack as my shoulder popped free from its joint. I choked on the webbing and I tried desperately to catch my breath, but the pain from my shoulder and the lack of oxygen had me continuing to gasp desperately for breath. In the shadows above me, I could make out the form of one of the giant spiders before my vision grew fuzzy. With what little strength I had remaining, I screamed out one name, and then fell silent.

"BILBO!"