I do not own any of the characters or The Hobbit (just the AU storyline and my OC). Those are the work of the esteemed and brilliant John Ronald Reuel Tolkien, and without his genius, this and many other fan fics would not be in existence.

Please review- I love them! They keep me encouraged! :D

PS- my record for reviews so far is 36 for one chapter (ch 1 of part 2)- can my wonderful readers help me beat that record? Remember- I give free spoilers to reviewers if they wish, but you must review to get them ;)

Gandalf eyed the trees, concern and fear filling his mind. His mind could not comprehend the vast change that had taken place in this once lush and beautiful forest. Radagast had said that the Greenwood was sick back in the Trollshaws, but he had grossly understated just how sick it was.

The woods that the wizard traveled through many years past had been full of vibrant oak trees and underbrush. The canopy shown green above, and birds and squirrels fluttered from branch to branch singing their morning songs and chitters. The sunlight streamed to the ground in beams, illuminating the many colorful wildflowers and sweet grasses beneath. Harts and stags roamed the forest floor, along with hedgehogs and field mice. The air was sweet with the scent of flowers and honey, for honey bees had loved to make the hollowed out places in the trees their home, and they had always been busy buzzing about gathering nectar from the vast bounty of the forest floor. The sweeping woodlands known then as the Greenwood had been vibrant and beautiful and alive.

The ghastly view that now lay before them was nothing like the forest of old. The foul smell seemed to permeate the air, and the black, gnarled trucks weren't even vaguely recognizable as the ancient, beautiful oaks that once graced this forest. Threads of old moss fluttered from their branches, which were now black and twisted, their bark flaking off amidst oozing sap. The flowers were gone, replaced with mottled mushrooms and moss, and the leaves of many autumns past carpeted the ground. There were no signs of life within the forest, and the leaves in the canopy were curled, twisted, and so numerous that no light shone from above.

There were no bees, no wildflowers, no life in the forest before them. It was silent, devoid of all its beauty and regality. The few remains of the elven gate were filthy and unkempt, as though no one had set foot in it for many long years. The pointed spires were brown with the decay of the forest, and the few statues that remained upright were covered with sickly looking vines. The cobblestones lining the entrance were uneven, having been pushed up by the roots of the diseased trees which now crowded it; but the path was there, albeit barely discernible beneath the old leaves and blackened roots.

Radagast my friend, why did you not come to me sooner? What sort of foul magic could have possibly done this?

The wizard now knew without a doubt that his instincts in the White Council had been correct. What foul presence resided in Dol Guldur he did not know, but he was no longer hesitant about leaving the dwarves to their quest despite the dangers involved. The one relief he had was that there seemed to be no signs of the giant spiders Radagast reported; for he knew that if they were present, there would be giant webs everywhere.

What a far reach the mysterious being in Dol Guldur must have to affect the forest this far north.

He knew that he must attend to his business to the south, regardless of the quest. If whatever was in Dol Guldur was sickening the forest to the point that it was no longer recognizable four hundred miles north, then the threat it posed must be eliminated before the man responsible could reach further into Middle-earth.

Beorn's words, and that of Radagast, ran through his mind. A great power had once ruled these lands, Beorn had mentioned. There is a necromancer residing in Dol Guldur. Orcs are drawn to his power. Gandalf knew he meant Sauron when he spoke of the great power, but Sauron was vanquished- or so Saruman claimed, and he was the wisest of all the Istari. Yet how can a mortal man draw orcs to his power? A feeling of dread began to gnaw at the wizard's heart, and he looked to the south, more worried than before. Beorn's final question entered his mind once more.

And what does Gandalf the Grey say?

"What indeed?" he muttered to himself, before turning to the others. He now knew what he had to do- find out just who or what exactly had taken up residence in the old fortress, and hope against all hope that the impossible thought now going through his mind was completely wrong.

"The elven gate," he stated grimly, his heart heavy with concern. "And now, my friends, I am afraid the time has come for us to part." The others looked at him, before beginning to protest all at once.

"Are you sure you have to-"

"But Gandalf-"

"Surely you can't stay just a bit long-"

"Enough!" he rebuked them, turning toward the group in exasperation. "I already told you two nights past that I would be leaving you, so do not act so surprised! I have business to the south that must be attended to, and it cannot wait any longer. If anything, I have stayed far too long with you all as is!" Thorin frowned.

"And what of the dragon?" he asked. "I have seen the wrath and ruin a dragon can do to an entire army, let alone fourteen. I was under the impression that you were to remain with us until the-" he glanced at the young woman, before altering his statement. "Until our quest has been accomplished." Gandalf sighed.

"And so it was supposed to be," he admitted ruefully. "But I'm afraid that Radagast and the eagles have both informed me of a much more pressing matter that must be attended to in the meantime." Thorin sighed in frustration, and the wizard continued.

"I will meet you at the Overlook, before the slopes of Erebor," he reassured, hoping his task would be done in time. "Just as soon as my business is completed, I will return and help you finish your quest. But I'm afraid you'll have to do without me in the meantime." He glanced at the ponies.

"And now is also a good time for you to fulfill another bargain," he added. "Turn the ponies loose. Let them return to their master." At this the dwarves all opened their mouths to protest, and the wizard did not miss the worried look of Bilbo's as he looked past him in the distance. He quickly held up his hand in an attempt to silence the dwarves.

"Now don't even think about going back on your promise to Beorn!" he ordered firmly. "You do not want him as an enemy! You have no idea the kindness he has shown you in letting you ride them so far so fast! They are like children to him. If you believe it is mere luck that has kept the orcs away, then you are fools! Bilbo has keen eyes, and has seen what you have not. Beorn is not as far off as you might think!" At this several of the group blanched, including Thorin, and the dwarf king immediately turned toward the others.

"Unload the ponies," he commanded, his voice leaving no room for argument. "Fill your packs to the brim. Take only what you absolutely need, and no more. Find room for as much food and water as you can carry, and leave the rest here just inside the treeline out of sight." The dwarves quickly moved to do as bidden, as did one very pale hobbit and young woman, and Gandalf nodded in approval.

His gaze moved toward the direction Bilbo's had, and he immediately knew the reason for the hobbit's worried look. Far off in the distance, the clear shape of a giant bear shone at the top of a rocky cliff looking down upon them. The wizard was grateful that he had managed to quiet the dwarves before their protests carried on the wind toward the skinchanger, or they would only have a few moments to live before his wrath rained down upon them.

His gaze then turned toward the dwarves, who were glancing at the ugly forest with trepidation as they rapidly repacked their supplies. Bilbo paused from loading his basket-pack and looked up at the forest as well.

"The forest feels sick, as if a disease lies upon it," he murmured, looking at the twisted trunks. "If a tree became even half as bad as this in the Shire, it would be immediately cut down and a new one planted in its place." He looked up at Gandalf, who sadly nodded in agreement.

"Is there no way round?" the hobbit asked, and Gandalf shook his head.

"Not unless you go two hundred miles north, or twice that distance south," he replied. "And there is no time, not if you wish to reach the mountain by Durin's Day."

"We cannot go that way anyway, even if we had time," Thorin remarked from where he was unsaddling his pony. "That route takes us too close to the orc strongholds of the north, and...to Gundabad." At the mention of the name, all thirteen pair of dwarf eyes silently trailed toward the north, hatred and regret sparking in their eyes as their jaws tightened in anger, before they turned back to their tasks.

Gandalf sighed, but knew they were right. The orc strongholds in the north were too dangerous to travelers, and they would surely be killed if they attempted to travel that way. The hate between the orcs of Gundabad and Durin's folk was great, and the two could not come within several leagues of each other without fighting to their deaths in revenge for the wrongs committed by the other. Bilbo looked a bit confused at the expression on the dwarves' faces, but returned to his task as well.

The wizard then glanced at the tall black horse, before looking toward his owner. Kili was busy stuffing his pack as well, and Gandalf realized that if he were to have the use of the horse to attend to his business, he needed to make arrangements with the horse's proper owner. Patting Deloth's side, he grasped the reins, before approaching the young prince.

"Kili, might I have a word with you?" he asked. The young dwarf nodded, before rising to his feet. Gandalf pulled the horse and owner aside, before turning to face him.

"I thank you for your generous hospitality in allowing me to borrow your horse," Gandalf said, smiling at Kili. The young dwarf nodded as he took the reins from him, and the wizard sighed.

"Unfortunately, I might need to infringe upon your hospitality a bit longer," he admitted, glancing at the horse. "It is a very long ride to where I need to-" The wizard looked back in surprise as Kili immediately held out the reins.

"Take him," he said. The wizard did not accept the reins as he looked remorsefully at the young dwarf.

"Kili, I shall be honest with you," he began, knowing he must be truthful in his request. "A wizard's business can be...rather dangerous, and I do not know when I will be able to return him, or if I will even be able...that is, I do not know what I will face when I arrive to where I am going, and there is a good chance-" The young dwarf immediately placed the reins in his hand, cutting him off once more.

"Gandalf, if you have need of him, take him- for as long as you need," he stated firmly, no hesitation in his tone as he met the wizard's gaze. "Keep him." He reached over and closed Gandalf's fingers over the reins in his hand, before stepping back.

"He's yours," Kili finished, nodding. The wizard was stunned as he stared at the young dwarf for a moment, before nodding as well, his respect for the young prince growing tenfold. He placed his hand on his shoulder and smiled.

"You are a fine young dwarf, Kili," he declared, nodding his head in respect. "You will make an excellent prince for your people someday. I am honored to have such a good friend." He pointedly met the young dwarf's gaze, before looking at Cirashala in the distance. Kili followed his gaze, and the wizard noticed the slight tensing of his shoulders as his eyes landed on Cirashala as well.

"A good friend indeed," he said quietly, causing the young prince to look back at him in slight confusion. The wizard was pleased to note a hint of guilt in the young dwarf's gaze, in addition to a slight bit of fear. The young dwarf looked at him in bewilderment, before his eyes widened in slight realization as he paled. Smiling, the wizard winked at the nervous young dwarf, before clasping his shoulder and turning toward the group.

"Do not eat anything in this forest," he warned sternly. "And whatever you do, do not touch the water. There is a stream in the middle of this forest that carries a deep enchantment of forgetfulness and sleep. If you touch the water, you will not wake up for a terribly long time and your memory will be affected. Cross only at the stone bridge." The wizard mounted the horse, before looking at the group.

"Stay on the path," he ordered as rain began to fall. "Do not leave it. If you do, you will never find it again." He spurred the horse on, before turning around one last time.

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

And then he was gone.

XXX

Bilbo watched the wizard ride away, before looking at the ominous forest before them. Thorin cleared his throat loudly, causing all eyes to turn toward him.

"We are running out of time," he stated. "We must reach the mountain by Durin's Day. Gather whatever you can carry, and put the rest inside the treeline. But stay in sight of the forest edge so you do not get lost. Hurry! We must leave at once." The group nodded collectively, before finalizing their supplies.

Bilbo looked down at his pack, which looked near to bursting, and wondered how on earth he would be able to carry all those waterskins and supplies to Erebor. He was sure that even when he'd carried huge baskets full of the vegetables harvested from his garden they hadn't been even half this heavy. He was still contemplating how to put them on without straining his back when he heard Dwalin speak at his side.

"Bilbo, get your pack on," the burly dwarf ordered, before grunting as he lifted his own very full pack. Bilbo sighed, before looking back down at his own.

"I do not think I can lift it, let alone carry it," he retorted. The burly dwarf huffed, rolled his eyes and shook his head, muttering something in Khuzdul that the hobbit knew was likely a very unflattering phrase.

"You will wish it heavier before long," he muttered, grabbing the pack and placing it directly on Bilbo's shoulders. The hobbit wasn't expecting it to be even heavier than he thought, and nearly fell over in surprise. "So you best just shut up about it now." Bilbo shot him a dirty look, but the dwarf ignored it and added two more waterskins to the hobbit's load, one on each shoulder, before moving to help a few of the others. Bilbo suddenly glanced toward the young woman, concerned at the size of her pack.

"Thorin," he said quietly. The dwarf king turned toward him, clearly irritated at being interrupted from his task. "Cira's wounds..." He was met with an exasperated sigh.

"What about them?" he asked tersely, and Bilbo glanced worriedly at her once more.

"Well, they're on her back," the hobbit stated, looking back at the dwarf king. "How will she carry-" Thorin cut him off.

"It's already been taken care of," he said, hoisting his own pack on. "Her load is lighter than ours and she will carry it off to the side until she's fully healed." Bilbo nodded, and Thorin turned toward the group.

"Move out," he commanded, before turning and stepping into the forest gate. The company followed him single file, and Bilbo took one last look over his shoulder at the meadows, before turning and entering the dark forest behind the others.

XXX

The company continued to walk through the morning as the rain poured down upon them, quickly leaving behind the gate and the meadows beyond it. Frustration at Gandalf's departure, combined with the unpleasantness of the forest, had caused several of the dwarves to be strangely quiet.

The hobbit looked back toward the northwest, though his view was now obscured by trees as far as the eye could see, and wondered why the dwarves had looked so angry and grim when Thorin mentioned Gundabad. He knew they hated orcs, but Bilbo felt that there was something more to the story than just simple animosity.

Something terrible must have happened there to make them react so vehemently to the mere mention of Gundabad.

Looking ahead, he soon spotted Fili. The elder dwarf prince's hood was soaked through, and as he climbed over an old branch across the path, Bilbo could see drops of rainwater streaming from his mustache beads. Kili and Bofur walked between him and the blonde prince, but something told Bilbo that Fili would be a better person to ask about such things.

For one thing, he doesn't fear Thorin. And since he's Thorin's nephew, he might know more about Gundabad than the others.

The hobbit moved past Bofur and Kili, before tapping the blonde dwarf on the shoulder. Fili looked back at him in confusion.

"Mind if I walk with you?" Bilbo asked, and Fili shrugged.

"The path is a bit narrow, but you're welcome to if you'd like," he said, wiping rainwater off his eyes with the back of his hand. They walked for a bit, before Bilbo plucked up enough courage to ask him the question hanging heavily in his mind.

"Fili?" he asked, causing the young dwarf to glance toward him. "I was wondering, well...why...why did you all look so angry when Thorin mentioned Gundabad?" The dwarf suddenly froze, before looking at him in surprise.

"What?" he asked, and Bilbo glanced ahead of them at the retreating back of Oin. Fili followed his gaze, and the two began walking again. Fili glanced at him from the side, slight wariness replacing the surprise from before, and Bilbo decided to answer his question.

"Well, I-I just noticed that, well, you looked very angry," Bilbo stammered a bit, not sure if he was prying into something that wasn't meant to be talked about or not. "As though something terrible must have happened there." Fili frowned, before looking ahead with the same look Bilbo had seen on the plain.

"Gundabad," Fili said quietly after a moment, and Bilbo saw a flicker of sadness in his eyes. "It is the home of our people- the birthplace of Durin himself." The hobbit frowned as his brow furrowed in confusion.

"I thought Erebor was your home," he said. The young prince eyed Bilbo warily for several minutes, before sighing.

"Long ago, even before the world was fully sung into being, a Vala stood in a forge, longing for someone to teach his crafts to," Fili began, his eyes filled with reverence.

"He perceived Eru's plans for the Firstborn- the elves, but the Vala wanted children of his own. So he made seven dwarf fathers, all with beards same as he, someone he could teach his crafts and knowledge to- someone who would appreciate the works made by their hands.

But he could not give them life. Eru found what he had done, and in tearful remorse, the Vala raised his hammer to destroy his children. But they pleaded for their lives, and he saw that Eru had given them breath. He forgave the Vala and adopted the children as his own. But He would not allow them to awaken before the elves. So the Vala set his children in stone across Middle-earth, each with their wives- except Durin. He lay alone- in the heart of Mount Gundabad.

When he awoke, he beheld the vast beauty of the stone cavern with eyes filled with wonder. The spires reached down from the ceiling, joining the ones growing from the floor, and there were veins of gold and gems sparkling in the sunlight streaming from the cave opening. The crafter within him could not be stilled, and slowly he began to shape the stone into a great hall worthy of kings.

Many a meeting was held there, the other six fathers with their wives traveling to see this vast wonder from all corners of Middle-earth, for it was the birthplace of Durin I, the Father of the dwarves. And Gundabad became a sacred place amongst dwarves.

"But it was not to be for long," Fili continued sadly as his expression changed to one of anger and hatred. "One day, Durin was away on business, and a great host of orcs attacked the mountain. It was not a vast city, though beautiful, and the dwarves that remained there were quickly overtaken and slaughtered, and their blood was used to desecrate the place of Durin's awakening, painted on by the shorn beards of those who perished in defence of the city." He looked at Bilbo, his anger giving way to sadness.

"Durin came back to ruin and destruction," he said quietly, bowing his head in grief. "He did not have the means to fight the orc army, so he took to wandering the wilds. Eventually, he found the Dimrill Dale, and founded the kingdom of Moria." Bilbo's eyes widened.

"Moria?" he asked. "Isn't that the place where mithril...?" Fili nodded.

"Aye," he said, smiling through the rain though it did not reach his eyes. "Mithril- silver steel. Stronger than a diamond, yet workable enough to forge into the crowns and maille of kings. That is where the wealth of Moria lies-not in gold or silver, but mithril. Khazad-dum is our true home in many ways, and always will be in our hearts. But alas, our people have not entered Khazad-dum in an Age, for what now resides there..." His face went very pale, and Bilbo dared not ask what he meant.

"Let's just say that the dragon is no more powerful than a field mouse, compared to what drove our people out of Moria," Fili finished quietly, his tone filled with regret. "Gundabad, Moria- they will always be sacred to our people. But Erebor is our home now."

He stepped ahead of Bilbo, leaving the hobbit to ponder on what he said.

First Gundabad, then Moria, now Erebor...these people have lost so much, but they have not lost their pride.

He thought about what it would be like if he lost Bag End- not once, not twice, but three times, and his eyes grew wide as he stared at the backs of the company ahead of him. They were a tattered bunch- thirteen dwarves from all walks of life, with ripped and sodden clothing, worn boots, and the weight of many resting heavy on their shoulders as they fought for that which was stolen from them once again.

Their home.

The hobbit's respect for this proud and noble race grew tenfold as he watched them slog through the mud and slip on the worn cobblestones ahead of them.

No matter what hardships they've suffered, they still hold their heads high and keep going on even when everything stands against them.

Bilbo smiled to himself as he nodded his respect to the backs of those ahead of him. A proud, noble race indeed- and a king he was honored to follow. He would be more than willing to stand alongside Thorin and fight the dragon, if it meant these people finally were able to get their home back.

XXX

They continued walking into the afternoon. The rain came pouring down even harder than before, and Cirashala wiped the rain out of her eyes yet again as she became more and more irritated.

She was completely soaked through, and fought to continue on. The path was partially obscured by puddles, and she kept stumbling over loose cobblestones and old roots. The wind had begun to blow, loosening the small braids on either side of her head and causing wet tendrils of her hair to whip in her eyes.

She had ended up carrying her share of the supplies in two baskets on either side of her, slipping a single strap over each shoulder to avoid having it rest on her healing back. The blankets stuffed within them had become sodden as well, and the load was considerably heavier than it had been when they entered the forest, she was sure of it. The baskets tugged painfully on her neck and shoulders, causing her head to hurt worse and worse as the day wore on.

She was not alone in her misery, that was obvious. Where their day had begun with light hearted banter, now everyone was either stumbling along in stony silence or grumbling about the rain and wind. The young woman did not blame them one bit- she felt very clammy and uncomfortable as well. Her hood kept blowing off, and she finally gave up on keeping it on, relying instead at looking at the ground to avoid the rain pelting her eyes.

I wish we could have shelter of some kind, or even a fire- but I doubt that any wood would be burnable now with everything soaking wet.

Her thoughts drifted toward Kili, and her heart sank even lower than before. She no longer knew what to say, or if she should say anything at all. She had apologized more than once, and she knew he had heard it, yet he didn't say anything at all.

What if Bilbo was wrong? What if what I said was truly unforgivable?

She thought about asking Fili what she should do, but decided against it. If Kili did not wish to speak with her anymore, then she highly doubted Fili could convince him otherwise. If she had learned anything about the younger dwarf in their time apart from the company, it was that he was the most stubborn person she'd ever met, Thorin and her own mother aside.

Still, she didn't understand how they could have gone from the close friendship they'd had in the forest to the young dwarf not even willing to speak to her unless absolutely necessary. She knew her hand breaking was an accident, and she'd admitted as such to him in her apology. She'd never liked confrontation and disagreements, but cold tension within a friendship was far, far worse.

I honestly don't know what to do anymore.

The branches creaked above her in the strong wind, and an old, sodden leaf blew into her face. Startled, she swiped it off her face, only for another to take its place mere moments later. The young woman swiped that one off as well, before the branches creaked above her again. She wiped the rainwater out of her eyes once more as she stumbled upon the loose cobblestones once again.

The ghastly smell assaulted her nostrils as she stumbled over another fallen branch, the decay strong as her hand came into contact with sticky sap. Her thoughts drifted once more toward the giant spiders she knew were somewhere ahead in the forest, and the young woman shuddered at the thought.

Eru, please let the spiders be gone by the time we get there. A dragon I can handle, but giant spiders...

She glanced backward along the path, briefly contemplating whether or not she should go back and risk Gundabad rather than confronting the spiders, but all she saw was the forest stretching out as far as she could see until the trees faded in the semi-darkness. She was surprised that it was still light enough to see, although quite dark compared to broad daylight, given that the book described it as pitch black.

I hate to think how dark it will be at night though, especially if there is no moon.

At least she wouldn't have to worry about that for a while, given that she and Bilbo had watched the full moon rise the night before. Thoughts of the distant twinkling stars above caused her heart to be heavy as she stumbled along the path. There would be little chance for her to see a single star until they reach the other side of the forest, let alone entire constellations.

She was so deep in thought that she missed a craggy stone just under the surface of a puddle, and tripped, nearly losing her packs in the process.

"Ow!" Cirashala cried as her knees made hard contact with the stone. A hand reached out to her face, and she grasped it gratefully. Rising to her feet, she looked into the eyes of Oin and nodded her thanks. The healer nodded back, before turning and continuing on. Cirashala glanced down at her knees, dismayed at seeing trickles of blood through the tears in the soaked and dirty fabric.

Great. Now to add skinned knees to the list of injuries.

She began to pick her way more carefully, concentrating on the stones and roots to avoid tripping again. There was moss growing on some of them, while others were worn smooth from years of rain and exposure to the weather, and despite her efforts she continued to stumble along.

The branches above creaked and groaned in the wind, and she was honestly amazed that there were still leaves on the trees. Yet they stubbornly refused to fall, and continued to block light to the dark forest floor. The weary young woman continued on, before suddenly slipping once again.

"Mahalu-me turg!*" she cursed as one knee made contact with stone and the other hit a tree root. Still muttering under her breath, she fought to rise to her feet as moss squelched underneath her boots. She did not even register the loud crack that sounded above her until someone shouted her name.

"Cira, LOOK OUT!"

The young woman didn't even have time to scream as a massive tree branch raced toward her.

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*By Mahal's beard (a common dwarf curse)

A response to guest reviewer Guest: You're welcome! February wasn't a good month for me- two sinus infections and hubby went out of town on a school thing for a week and we were all exhausted, but I managed to FINALLY get this chapter out (I tried all month and my brain wouldn't cooperate). Yup, the dynamics are about to change as our company heads into Mirkwood :)

A response to guest reviewer Kaia: I am looking forward to writing it ;)

A response to guest reviewer Guest (signed Whovianeverlark17): Thanks! :) I'm glad you enjoyed reading it. Are you new to the story? Don't worry- they will ;)

Thanks to all who review, favorite, and follow- no matter what life hurls at me, I shall see this story through to the end, and I couldn't do it without you all! :D :D :D