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 fanfics would not be in existence.

As always, please review, favorite, and follow -it is really encouraging :D

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Bilbo's eyes fluttered open, and he blinked in the dim light of the forest floor.

What happened? He thought to himself. He sat up and looked around, only to start at the sight of the giant dead spider next to him, with his bloodied, blackened sword sticking out of its lifeless eyes. Recollection was swift, and he remembered his desperate battle against the foul beast. His jaw agape, he slowly rose to his feet.

"I killed this creature," he said to himself, almost as if in a dream. "It tried to kill me, and I killed it first. I defended myself…by myself." With nary a dwarf, wizard, or elf in sight, the momentous feat suddenly hit him. He killed this giant, foul creature of darkness. By himself. He, a mere hobbit! A hobbit who, at one time, wanted to turn back from the quest over a silly little handkerchief!

Bilbo felt a fierceness, a boldness within him that he had never felt before. Despite his empty stomach, he felt much stronger, far more courageous than he could have ever imagined a hobbit to be. Standing taller, he reached over and deftly extracted his sword from the dead creature. Wiping the blade clean in the grass, he held it up in triumph, feeling as though he was suddenly counted amongst the warriors of old.

"A mere letter opener, indeed!" he laughed. "You are the slayer of spiders, the feller of beasts! I shall call you Sting! A mighty blade, worthy of a mighty hobbit!" He sheathed his sword, and, remembering his friends, set out to find them.

He walked and walked, his eyes scanning not only the forest floor, but the web-laden boughs of the trees as well. If he was taken surprise by a giant spider, it was possible the others were as well. Something inside him warned him it was unwise to shout their names, so he slipped along quietly, his feet barely making a sound as he searched for the company. After several hours, his triumph at his feat had dissipated, being replaced with weariness and despair.

"Why did we ignore Gandalf and Beorn's advice?" he muttered to himself dejectedly. "What a mess we are in now! I wish it was we…there is only me, and it is horrible being so alone!" He sat down on a great tree root, and sighed heavily.

Suddenly, something caught his eye. The tiniest bit of sunlight managed to find its way through the thick canopy above, and was glinting off a buckle. The hobbit quickly jumped up and rushed over, and picked up a small leather pouch that smelled strongly of pipeweed. He picked it up, and examined it. Engraved in dwarf runes across the buckle of the pouch was Bofur's name, and Bilbo sighed in relief.

He was here, he thought to himself. He must have dropped it as he passed by. He looked around, hoping to find boot prints. Instead, he spotted drag marks on the ground. A bad feeling hit the pit of his stomach, and he quickly pocketed the pouch and slipped on the ring. Drawing his sword Sting, he crept along as quietly as he could, senses heightened and aware of his surroundings.

He crept along for quite some time, and noticed the forest getting darker and darker. It did not feel like dusk. It felt ominous, as though he were walking into the presence of something great and evil and terrible. His blood ran cold, and he gripped the hilt of his sword tightly. Looking ahead, he saw a very, very dark patch of trees, darker than even the dim forest surrounding it. Something inside him told him to continue on, and he did.

As he grew closer, he saw the reason for the lack of daylight. Huge spider webs criss-crossed thickly in the branches above, blocking out the sun. They were all tangled with one another, but that wasn't what made him suck in his breath and tremble with fear. Nestled amongst these thick webs were many, many spiders, far larger than the one that had attacked him before. Bulbous eyes stared down at him, and for a brief moment, he was paralyzed with fear, forgetting that the ring made him invisible. Slipping quickly behind a tree, he peeked around and observed the hideous beasts.

Whispers reached his ears, faint at first, then growing louder. His brow furrowed, when realization suddenly hit. Much to his surprise, not only were the spiders speaking to each other, but he could understand what they were saying. They were talking about the dwarves!

"It was a struggle, no doubt about it!" One of them said. "Their skins are thick, and their blades sharp!"

"True that!" Another one replied. "They got three of us, but we got 'em!"

"I'll wager there's good juice inside," A third one said. "Their skins are not all thick. This one's nice and thin!" A croaking, eerie, hissing laugh sounded, sending shudders through Bilbo's spine.

"That it is," the first one replied, "But that one is thin everywhere. Wouldn't be surprised if it ain't got much juice." The spider poked the prey in question, and his eyes widened in horror as he saw a lock of reddish golden curls hanging down.

Cira! He barely refrained from calling her name out loud. His eyes widened further in panic as he spotted thirteen more bundles of webbing, and realized that he had, indeed, found the missing company.

"Kill 'em and let 'em hang for a while," the second spider croaked. "They ain't been eatin' too well of late, and might make 'em tastier." Another one scoffed, or at least, Bilbo thought it was a scoff.

"I reckon they're already dead," it said.

"No, they ain't," A fourth one spoke up. "That one over there has been wriggling. Just comin' round again, after a bee-autiful sleep. I'll show you!" With that, the spider climbed up and poked the fattest bundle. A dwarf foot was indeed sticking out the bottom, and several of the other bundles had noses, hands, feet, and one cuffed dwarf ear sticking out as well.

The spider went up to the fattest bundle, which Bilbo now knew to be poor Bombur, and nipped at his nose. A muffled yelp sounded, and Bombur kicked the offending spider hard. The spider cried out and flopped down through the branches, before finally catching itself on a wide branch. The others cackled in amusement, their rough voices grating in Bilbo's ears.

"Looks like the meat's alive and kicking!" they laughed. The offended spider grumbled, and headed back up the tree.

"I'll put an end to that!" he snapped. Bilbo's eyes widened in horror.

He's going to kill Bombur! He thought to himself in panic. And then they're going to kill them all!

The hobbit realized that now was the time to strike. The company, his friends, depended upon him. Him, and his trusty sword Sting. However, he could not climb nearly as fast as the spiders. His mind desperately sought a solution, and a bunch of stones along an ancient dry streambed caught his attention.

Stones.

One thing hobbits were particularly good at was aim. All sorts of games Bilbo had played as a child involved throwing some sort of object to hit another sort of object. And he was very, very skilled in this endeavor. Picking one up that fit nicely into his hand, he let loose as hard as he could at the angry spider, who had just reached the branch Bombur was hanging from. Thwack! The stone landed squarely in the spider's forehead. With a loud screech, it fell off the branch and dropped senseless out of the tree. Landing hard on the ground below, its legs curled up above it. The next stone broke the web of a spider dangling from it, and it, too dropped to the ground, dying on impact.

The delectable dwarves were soon forgotten as the spiders realized they were under attack. Loud hisses, screeches, croaks and hollers rang throughout the trees as they tried to locate the source of the flying stones. But they could not see where they were coming from, thanks to Bilbo's ring, for which, in that moment, he was immensely grateful he had! Being unable to locate him, they started sending out webs from their spinners in all directions, no doubt hoping that one would land and reveal the source of the offending stones.

The hobbit guessed that there were something in the realm of fifty spiders in attendance at the little party he was throwing, and he was quickly attempting to determine a way to get the spiders away from his friends, all the while ducking the darting webs launched at him. An old childhood song came to his mind, and he began to sing.

Old fat spider spinning in a tree!

Old fat spider can't see me!

Attercop! Attercop!

Won't you stop!

He continued to sing, thoroughly insulting the spiders. Keeping the stones flying, he led them away from the company as every spider in the whole wood it seemed came after him. They could not see him, so kept trying to throw their webbing around the trees in the hopes of ensnaring him, but he just cut them with his sword, and continued on.

Suddenly, an arrow flew right past his nose, and another nicked his ear. With a cry, he dropped to the ground. Holding his slightly bleeding ear, he looked up in surprise to see a whole troupe of elves rushing the spiders, bows bent and blades drawn. Several of them very nearly stepped on him as they ran, and he curled up into a little ball in an attempt to avoid getting trampled.

The spiders screeched in anger and terror, and a great melee began to take shape as the elven warriors slew creature after creature. Bilbo realized this was his chance. Running as quickly as he could, he skirted the elves and spiders and made his way back to the dwarves as fast as his legs could carry him. At last he reached the tall tree.

There was no way up to the dwarves that he could reach, save for a sticky web-rope that dangled down to the forest floor. It hurt his hands, but he grasped it anyway, and climbed up to where his friends dangled like trapped flies. There was one old, fat spider guarding them, and with a quick, deft swing of his sword, that spider too joined its fellow beasts on the forest floor. Quickly scampering over to the dwarves, the hobbit swung his sword and cut them loose.

Dwarf after dwarf thumped down to the ground, landing into the thick piles of leaves with a slight thud, and a few choruses of "Ouch!" He felt bad that they would likely be bruised, but it was the only way he could get them down in a hurry, before the elves and spiders reappeared. More and more came down as the ones prior struggled to be free of the sticky, thick webs.

Finally, they were all down. The dwarves were very sick with spider poison, and Bombur had to be propped up by his brother and cousin, but at least they were alive and conscious. The hobbit was counting to make sure he hadn't missed anyone, when he heard a cry, and looked over to see Kili hunched over Cirashala.

"Cira!" he cried, shaking her hard. "Cira, wake up!" The young woman didn't respond. Suddenly, Gloin shouted.

"The spiders!" he cried, pointing into the trees. "The spiders are coming back!"

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