Chapter 37: Dark Inhabitants

"I feel as though the forest itself wishes us harm," said Bilbo quietly after several slow hours on the trail. "The air is thick, foul, and it clings to my lungs, almost as if it resents being breathed. I feel I shall suffocate!"

Sara could hardly agree more, looking around in the green gloom under the canopy. The trees that had once grown healthily, judging by their size, now produced only dark oily leaves to which the forest dust clung. The air was thick and moist and she frequently had to wipe the beating moisture from her face, but unlike the humidity of her summers in Kentucky, the cool damp air of Mirkwood chilled her. It had taken some time for her eyes to adjust to the dim light, but the white stones of the path seemed to glow in the perpetual twilight. Oddly enough, though the forest floor was littered with all manner of organic detritus, the path itself remained clear of debris. What's more, Sara was surprised to find that the path was also free of spider webs. She had thought they would be clearing the tiny arachnid's nights creations off the trail continually, as one was want to do on any path that hadn't been used recently. The trees to the side however were strung with glittering gossamer threads, thankfully none of them substantial enough to house anything larger than a common house spider.

"It's like walking through an underwater tunnel in an aquarium, but made of magic," she said, peering into the leaves overhead. Her foot caught on a protruding stone and Fili gripped her pack, steading her. "Thanks," she said, returning her eyes to the trail.

"What's an aquarium?" asked Bilbo, his eyes scanning the forest. "And why would you tunnel through one?"

"It's a glass tank full of fish. People come to walk through a transparent tube and the fish swim all around. It's like being underwater but without getting wet."

"Well I feel as though we are the fish," grumbled the hobbit. He jumped at a sound in the underbrush to their left. "I just wish it were brighter. All that rustling, moaning, and sighing, and yet I can see nothing. Who knows what monsters lurk out there." A squirrel leapt from the grey dying ferns to the side of the path and dashed across Bilbo's feet making him stumble backwards into Sara clutching his chest. "Mercy me," cried the hobbit before righting himself.

"Well there's your monster," said Fili, looking after the scurrying animal. "It's a pity Kili could not have shot it."

"It's probably for the best," said Sara as they quickened their steps, catching up to the tail end of the company. "The book says that squirrels here don't taste good, and besides, how would you get it once it was shot? We're not supposed to leave the trail."

"Surely it can't hurt to take a few steps off the path. I mean I would be able to see and hear you."

"Well maybe so," said Bilbo. "But I wouldn't like to chance it."

"Bilbo's right. Both Gandalf and Beorn warned us not to leave the path for any reason. Beorn says there are foul creatures in the forest and the path is the only safe way through."

"Still, it seems silly," grumbled Fili as they continue their march. There was little talking amongst the group that first day, but that hardly surprised Sara. The others were still upset with her about everything, or so it seemed, for the others hardly acknowledged her presence save Bilbo and Fili. Some like Ori and Balin were simply lost in their own thoughts, but others such as Thorin, Nori, and Dori were definitely still brooding if their stiff body language was anything to go by. Bifur, Bofur, and Bombur stuck close together, glancing around nervously, occasionally whispering something in dwarvish to each other; but as they didn't look at her she guessed their conversation was not about her, directly anyway. The person who worried Sara the most was Kili. He still had not said a word since the night before, not even to Thorin. His shoulders were slumped, his head down, and the few times she caught glimpses of his face his eyes had been dull. At the start of the day Fili had tried to talk to him, walking with him and Thorin at the front of the line, but try as he might Kili remained despondent. Finally Thorin had grown weary of the chatter and sent Fili to guard the rear.

As the light had begun to fade they looked for a place to stop for the night. To their surprise they found a place where the path widened considerably for a short space leaving a pad of white stone large enough for them to camp. Having laid out her bed roll Sara dug into her pack taking out the other half cake she had eaten for breakfast. They were surprisingly filling despite the fact that one cake was the size of a small muffin, but they tasted good, especially when dipped in the jars of honey Beorn had sent with them. Other than the extra clothes, basic survival gear, and pair of gloves for Sara that Beorn had acquired for them he had also offered the company bows and arrows. Thorin had accepted a set as his had been lost in the Goblin tunnels. Kili had taken a couple bundles of arrows to use with his bow but the others had declined, preferring their own weapons.

No one said anything as they ate, but they all keenly felt the absence of the three they had left at the forest edge. Sara had half expected to hear hurried footsteps running to catch up to them all day and she had often looked over her shoulder hoping to see their missing companions. But as the day had passed that hope had dwindled into non existence. She hadn't been the only one to look out either, periodically throughout the day the others would glance behind as well, but none more frequently than Thorin and Balin. Everytime Thorin had looked back his eyes fell on her, blazing with barely suppressed anger. She wasn't sure what hurt more, his anger or Oin, Gloin, and Dwalin's absence. As she was tucking her food back into her pack she noticed someone was missing.

"Fili?" she said, tapping his arm which he had slung over his face. He gave a little start and peeked up at her. "Where is Bofur?" He frowned.

"Isn't he here?" he asked, sitting up to see for himself, but the toymaker was nowhere to be seen. Fili called something to Bifur in dwarvish and seconds later he responded in kind, pointing south of the trail. "He went to gather firewood," said Fili, laying back down clearly unconcerned.

"Off the trail?" she asked, biting her lip.

"I guess so," he said from under his arm. She glanced at Bilbo and together they rose and went to the edge of the path, searching the slope that angled down sharply. The sound of an axe at work met their ears and soon they spotted Bofur about 20 yards away.

"He looks okay," said Bilbo, one foot rubbing the other. "Still I can't help but feel something is off." She nodded though she could not quite put her finger on the problem. They stood fidgeting, waiting for Bofur's return. After a few minutes he had a sizable arm load of wood and he turned to climb the hill but after a few steps he stopped, frowning. He stood that way for several seconds, his head swiveling as if looking for something. He took a few steps to the left and then to the right before turning all the way around his eyes wide with panic.

"Something is definitely wrong," said Sara. "He looks lost."

"But how can that be? We are in plain view. He's looked past us at least twice now," said Bilbo.

"I don't know," she said before calling loudly, "Over here Bofur! Up the hill!" But he didn't so much as look her way, his panic becoming more evident. "Over here!" she called again. He dropped the armload and raised his hands to cup his mouth.

"Hey! Where are you guys?" His voice was loud and clear. Balin and Nori came to stand beside them.

"What's going on?" asked Balin.

"It's Bofur," said Bilbo. "He seems to be lost."

"How can he be lost?" scoffed Nori. "He's right there in front of us. Hey Bofur you blind bat, up here!"

"It doesn't appear he can hear us," said Balin.

"What has he suddenly gone deaf?" asked Nori.

"Hey where are you guys?" cried Bofur, true terror flashing across his normally cheerful face.

"I'll go down and get him," sighed Nori, starting down the hill.

"Nori wait!" called Sara, but he was already several feet off the path and ignoring her.

"I don't like this," said Bilbo, bobbing up and down on his feet. Within seconds Nori had reached Bofur, the look of relief was palpable on the toymaker's face when he spotted Nori. Together they gathered the fallen wood and turned to climb the hill... and stopped, twin looks of confusion.

"Balin?" called Nori. "Where are you? Where did you go?"

"I was afraid of that," said Balin, turning. "Thorin!" But Thorin and the others were already on their way over to look down the hill.

"What is it Balin? What's wrong with them?" asked Thorin, his eyebrows almost a solid line as he scowled.

"I suspect it's the path."

"What about it?"

"It was made by the elves, and if my hunch is correct it was imbued with some of their magic to repel others from stumbling onto it, or in this case returning to it once having left."

"Gandalf did say not to leave the path," said Dori, echoing Sara's own thoughts. They all watched in silence as Nori and Bofur blundered about trying to find their way back.

"What are we to do?" asked Ori. "We can't leave them down there and clearly they can't hear or see us."

"We have to get them," said Thorin, looking unhappy. "I will go."

"Thorin wait," said Sara. He did not look at her but he did stop.

"What is it Miss Miller?" The return to her formal name stung more than she cared to admit.

"If you go down there you will only wind up lost."

"You wish me to leave even more of the company behind," he asked pointedly, still not meeting her eye.

"No," she said, trying not to let his words worm into her. "It's just... I mean... Look let me go instead." His eyes snapped to her then.

"Sara. No," protested Fili, but she ignored him as Thorin watched her intently.

"Why?" he asked. "You think you can do it better than me?"

"Frankly, yes. Remember how I said Lady Galadriel could not use her magic to see into my mind? Well if Balin is right and it is elf magic, maybe it won't affect me."

"Sara," said Fili, pushing forward to grab her arm.

"Balin?" asked Thorin, looking to the old diplomat.

"Her argument has merit," he said. "It's a definite possibility." All eyes were on her now awaiting a verdict as Nori and Bofur's calls grew increasingly desperate.

"Very well Ms. Miller, you will go."

"Unkle. No!" said Fili, but Balin caught his shoulder.

"Let her go lad. She'll be alright." Fili's jaw worked with displeasure as he looked between her, Thorin, and Balin.

"Fine," he said finally. "But wait for just a minute Sara." He rushed to his pack, returning with a length of rope one end of which he tried around her waist in a tight knot. "So I can pull you back if I have to," he said.

"I'm starting to feel like a worm on a hook," she said tugging her shirt straight under the loop of rope.

"Then it's a good thing I never lose the bait to the fish," he said. Nori seemed to have given up and was now simply staring around blankly and they could no longer see Bofur.

"In this instance let's catch the fish and keep the bait," she said, trying to pick out the best path down to Nori.

"Duly noted," said Fili. She took a deep breath and stepped off the trail and onto the steep slope, keeping her eyes fixed on Nori. Halfway down her foot slipped in a pile of wet rotting leaves and after righting herself she glanced behind, but the trail and the company had vanished. She had expected no less but it was still disconcerting to experience.

"Fili?" she called, following the rope with her eyes as she waited for a response. She could not hear him but three gentle tugs on the rope reassured her that Fili was there. What was she doing out here again? She turned in a circle and spotted Nori sitting on the ground further down the hill. Nori! They needed to get back on the path! She made her way down to him.

"Nori! Nori! We need to go! Where is Bofur?" she called. He didn't respond, even to look at her or twitch a muscle, just stared blankly at the ground. She grabbed his arm shaking him. "Nori! Nori!" The shaking brought some life back to his eyes.

"Sara?" he said, looking up at her.

"Come on," she said urgently, pulling him to his feet. "We need to get Bofur and get back on the path."

"But… but we lost the path." he said, his eyes beginning to glaze over.

"It's not lost we just can't…" but she stopped. What was it about the path? There was something important but she couldn't... There was a sharp tug around her middle knocking the breath out of her. "Where is Bofur," she insisted, but Nori just stared at her, his eyes like glass. Something was affecting her and Nori, clouding their minds. Before she could forget she made a slip knot in the rope behind her and pulled it down over Nori shoulders and around his waist, taking care to pull his arms out from under the loop. She had to find Bofur before she forgot. But where was he? She spotted the faint glint of his axe in the underbrush and went to retrieve it, Nori following behind like a half deflated balloon. She stooped to grab the axe handle and saw a boot peeking out from under several hip high ferns. As she brushed away the foliage a plume of white pollen drifted into the air around her head and she found Bofur... asleep. He looked so relaxed and... comfortable. There was a sweet smell in the air, almost too sweet, sickeningly so. She fought the urge to yawn. The rope jerked sharply, pulling Nori crashing down to his backside.

"Durin's beard! What's going on?" he said, losing the rope that was cinched painfully around his middle. "Sara what's going on?" But she didn't hear him, Bofur's arm was an inviting pillow and she was so very tired. They had walked a long way today. She sank to her knees and crawled forward but was pulled back again. "Sara!" called Nori, dragging her back into view. He shook her. "Sara what's going on?"

"Nori?" He shook her again, harder this time, his eyes panicked.

"Sara, what's happening to us? I can't seem to …" But his eyes were losing focus again. The rope jerked savagely, causing Nori to gasp in pain as the loop tightened around his waist again. "We need to get out of here!"

"Bofur…" she struggled to say.

"Where is he?" asked Nori, shaking her again.

"He's... he's asleep," she said pointing. Nori looked down and grabbed Bofur's boots, pulling him out into the open.

"Bofur! Bofur! Wake up!" yelled Nori, but the toymaker was in a state of complete comatose. "Sara help me get him tied on to the line!"

What was she doing here? Where was she?

"Sara!" Who was yelling? Nori reached over and pinched the back of her arm, hard.

"Ouch!" she yelped, jumping back. "What was that for Nori?"

"Focus!" he insisted. "Help me with Bofur!" She found her mind was surprisingly clear and within moments they had Bofur tied into the rope.

"Let's go!" said Nori standing and heaving Bofur onto his back.

"Wait," said Sara, yawing. "His axe." She bent to grab the handle, her head burying into the fern as pollen dusting across her face. She straightened, wiping his eyes, her nose wrinkling in disgust. "Alright let's go."

"Let's get out of this cursed forest," he said, taking her arm. "Keep jerking the rope!" he called up the slope. The rope tugged. "Mahal. No! Make it hurt!" he yelled. The cord snapped taught yanking Nori a step forward making him wince. "Good now keep doing that!" Her feet were heavy as Nori dragged her forward. Moving up the hill took more effort than it should have. "Sara?" said Nori, pinching her arm again.

"Hey stop it," she said slapping away his hand lazily. "My arm still hurts from the last time you pinched it."

" Good! If it stops hurting tell me and I will pinch you again."

"Why are you being so mean," she said rubbing her eyes.

"Pain," he said. "It clears your mind." The loop around her waist tugged as she stopped to cover an enormous yawn. "Sara?" he asked, turning to face her, fingers poised to nip her arm again.

"Don't!" she warned. "I'm okay, just …" She yawned again, rubbing her eyes. "I'm just so tired." He looked dubious.

"What's on your face?" he asked pointing, as he hitched Bofur higher onto his back.

"My face," she asked, blinking up at him. When had she sat down?

"It's plant pollen." He looked at Bofur's face and swore loudly. "Sara come on get up! Now!"

"Just give me…" she yawned leaning to the side. "Just a second."

"No! Now!" he insisted, reaching for her arm, but she had already slumped over, her limbs relaxing as her breathing slowed. What was that sweet taste in her mouth? Her eyes closed in a heavy sleep.

"Sara! Sara!" The world was black as she swam in a soup of consciousness. There was a pounding on her chest.

"Sara!" She fought her way back through the fog of sleep but as her chest expanded against her will her eyes flew open and she jerked awake. There was a sickening crunch and she fell back holding her forehead. "Sara?" came Fili's muffled voice.

"Oh thank goodness. She's awake," called Bilbo as footsteps approached. Fili, Bilbo and Balin were leaning over her, Fili with a hand over his nose which was gently dripping blood.

"Ms. Sara, welcome back," said Balin, he and Bilbo helping her to sit.

"What happened?" she asked, cradling her head. "I feel like angry hornets were stuffed inside my skull."

"Your retrieval did not go as smoothly as we had hoped," said Balin holding out a waterskin. "You were indeed affected in a similar manner as Bofur and Nori.

"You and Bofur fell into a strange sleep," said Bilbo. "Nori had to carry you both back and Bofur has yet to wake." She could hear his loud snores from here.

"Why does my chest hurt?" she asked, rubbing a hand over her ribs after capping and returning Balin's water.

"I believe Fili and Bilbo tried to employ your CPR techniques," said Balin.

"Did my heart stop?" she asked, surprised. Bilbo and Fili glanced at each other.

"You would not wake so we assumed the worst," said Fili, accepting a handkerchief from Bilbo, holding it to his nose. "We may have been a bit hasty."

She rubbed her ribs. "I suppose it's a good thing Bilbo was doing the compressions. In the future I would switch," she said looking at the hobbit. "You don't quite have the strength needed to do it properly. Not that I'm complaining. I prefer not to have my ribs cracked for no reason." She glanced at Fili and his red smeared face. "Sorry, that's my fault isn't it," she said, gesturing to his nose.

He shrugged. "I'm just glad you are well."

"Where are Bofur and Nori? Are they okay?" she asked, trying to spot them in the hastening gloom.

"Here," said Nori, coming to stand beside Fili, his arms crossed as he looked down at her, his expression unreadable. "Bofur is still asleep and unresponsive, but otherwise appears to be whole."

"Ms. Sara, what can you tell us about you and Bofur's condition? Why the sudden onset of sleep?" asked Balin.

"I don't…" she began.

"It was the pollen on the ferns," interrupted Nori. They looked at him. "The ferns we found Bofur under were covered in the stuff, and Sara got it all over her face as well."

"That's what you were wiping off their faces," said Fili.

"Yes as soon as I realized that was the likely cause I removed it. Unfortunately it was already too late."

"Then why is Bofur still asleep?" asked Bilbo.

"Likely it was his prolonged exposure to the plants. He had been under them for at least ten minutes before we got to him."

"What about the forgetfulness, the stupor I found you in?" asked Sara.

Nori shrugged. "Some latent effect of the forest if I had to guess."

"What do you mean?" asked Fili, pulling the bloody rag away from his nose. "We could tell something was wrong, but what was it exactly?"

"We could not see or hear you," said Nori.

"I suspect that is a property of the elf path," interjected Balin, as the others came to stand around her and Nori.

"Elves would do something petty like that," scowled Nori. "But there was something else."

"What?" asked Ori.

"Remember how you said you felt the forest wished us harm," Sara asked Bilbo. He nodded. "Well you may not have been entirely wrong. It's like the forest or at least some force inside it wanted us to get lost, to forget."

"Is that true," Thorin asked Nori. He nodded.

"Yes it's most difficult to keep your wits about you. The only thing that seems to cut through the disoreation is pain."

"How did you even figure that out?" she asked. Nori lifted his tunic to show off a red welt running around his stomach.

"Next time you tie a rope around someone don't use a slip knot, especially if there is a dwarf tugging on the other end."

"Sorry," she said.

"In this case I am grateful, as I said it was the pain that kept my mind clear."

"I thought you said I was the one that fell into the enchanted sleep," said Bombur after a few moments of silence. "And because of a river not a fern." All eyes were trained on her waiting for an answer.

"It's like I said," she sighed, getting to her feet. If they were going to stare at her she was at least going to be at eye level with them. "The book is not all inclusive, or even always right. I don't know everything that will happen from here on out."

"Clearly," said Thorin scowling. "Are there other details in the book that might help us? Some other peril you failed to mention?"

"Look it's not like the book is always very descriptive," she defended. "I had no idea about the effects of the elf path, the forest, or the ferns pollen. The book says the forest is well, odd and creepy. But besides this both Gandalf and Beorn told us in the book and in person not to leave the path for any reason."

"Bofur just went for firewood," said Bombur. "He didn't mean any harm by it."

"I know he didn't," she said wearily. "But he didn't take the warnings seriously and we almost lost him. Anyway the book says that lighting a fire at night will only bring out large moths and in turn draw in bats to eat them. Unless we really need a fire I would advise against it for now."

"You advise?" challenged Thorin. She glared at him.

"Yes I advise, or have you forgotten my official title in this company, assuming you have not cancelled our contract."

"I would be well within my rights to do so," he said stepping closer.

"But have you?" she asked. He looked away. "I didn't think so."

"What is your official title?" asked Fili, frowning as he came to stand beside her.

"Forign Consultant," said Balin. "It was Gandalf's idea."

"Very appropriate I would say," said Fili, smirking.

"Indeed," said Balin, rubbing a hand over the back of his head. "So it is."

"Regardless," continued Thorin. "Why did you wait until now to tell us about lighting fires?"

"It's only a passing comment in the story," she said, her patience wearing thin. "I told you everything I could think of last night, but I was mainly concerned with the larger details, not ones that take up all of a sentence. We were told not to leave the path and in my mind we didn't need a fire. None of our food from Beorn needs to be cooked. I can't read your minds."

"Perhaps we should all read the story," suggested Ori. "The more we can remember as a group the better."

"That would be a good idea, but my phone's battery won't last long enough for even one person to read through it, let alone all of you. I don't think we are going to see any direct sunlight for a while and I want to be careful with the battery in case I need it for some reason."

"What if you just read us the chapter about Mirkwood," said Ori. She thought for a moment.

. "That could work and wouldn't drain the battery too much." She looked pointedly at Thorin for approval. She could see the anger ticking away in him, but with practiced skill he tamped down his raw emotion. Kili and Fili's upbringing had probably given him lots of opportunity to accomplish such mastery, she mused.

"Do as you please," he said shortly. "But Balin will be the one to read, not you." He turned away and went to Kili who had moved from his spot since arriving in camp that night. The others made their way back to their own bed rolls as there was nowhere to sit but on the ground. Gratefully, Sara handed her phone to Balin after finding the correct spot for him to read from, but long before the old dwarf's voice had finished the chapter she was fast asleep.

To everyone's great relief Bofur awoke in the morning along with everyone else, and after they relayed to him what had happened the night before, they commenced with the day's travel. Sara was a bit surprised but relieved to find that Bifur, Bofur, and Bombur had warmed up to her once again. She spent the morning chatting with Bofur, feilding his questions and catching him up on the chapter he had missed the night before. At first he had wanted to read it himself but her phone was down to 70% battery, so he contented himself with the second hand account. While Sara was glad that Bifur, Bofur and Bombur had decided to speak to her again, the others had returned to their previous indifference or indignation. Bilbo was happy to be on speaking terms with the three again and spent a good portion of the morning talking with them, but as the day wore on the oppression of the forest made itself manifest once again, effectively smothering what little cheer there had been. Dinner was quite and Sara was growing more concerned about Kili. His appetite was poor, and he still had not made any more than obligatory comments, staying close to Thorin and never so much as looking at her. Fili tried again, unsuccessfully, to draw his brother out and Sara had asked if perhaps she should speak to him, but Fili only shook his head frowning.

The next two days had passed in the same dismal dreary way. At first she had been relieved the trees were clear of any large spider webs, but that had changed in the afternoon of the fourth day. Though the path still remained free of any obstruction, the company could now occasionally see the tops of the towering beech were spun full of thick cords dotted with lumpy white bundles of varying sizes. Little did she wish to guess at their inhabitants. Since spotting these, the dwarfs had grown more disheartened and their wariness had increased tenfold, which was quite a feat in Nori's case. They hiked all that day until they found yet another broadening on the path where Thorin had called a halt. These large pads of stone seemed to be built at regular intervals of about a day's march and thus far they had availed themselves of their use when they found them.

The company's necks were craned upwards, ever watchful as they ate in silence that night. Sara tucked away her half empty waterskin, worrying. She only had that water left and it might last another day if she were careful, but they had not seen any other sources of water since entering the forest even though everything was damp. Her gaze wandered over her sullin companions. Fili sat beside her on his bed roll, twiddling the lone bead in his mustache, lost in thought. Bilbo was over with Bifur, Bofur and Bombur smoking the new pipes Bifur had carved for them at Beorn's, and Balin was with Kili while Thorin and Nori talked in dwarvish, their tones hushed. Sara sighed. The dwarves talked in their native tongue a lot more these past few days and if they meant to make her feel excluded they were slowly succeeding. She looked at Dori and Ori, missing the lighthearted ease that had existed between them before they had entered Mirkwood. Though Dwalin, Oin, and Gloin had undoubtedly been the three most reserved of the company their absence still left a noticeable hole in the group and their morale.

Sara slipped off her boots letting her feet air out after the long day on the move and had just placed them beside her bed when a brightly colored jumping spider crawled over one of the toes of her boots. She watched the spider's jerky movements as it skittered down from her boot and into the crack between the smooth white stone of the trail. She frowned, thinking of the old gray bundles hung in the trees that afternoon.

"Fili," she asked as the spider crawled out onto one of the stones, turning this way and that, looking for a good place to hide next.

"Hmmm?" he hummed, coming out of his thoughts. "What is it?"

"Fili, how would you go about killing a spider?" she asked, glancing at him to see he too was watching the little arachnid. Before she could react one of her worn out boots smashed down onto the spider leaving a wet smear as Fili returned the boot to it's companion.

"Like that," he said simply. She stared at the dirty stone in surprise before looking up with him. "What?" he asked.

"I didn't mean that spider. I'm perfectly capable of smashing a regualr spider if I want to. I was asking how you would kill a large spider like the ones in the books. As much as I hate to admit it, I think we are very likely to encounter some before we leave Mirkwood."

"Wasn't Dwalin teaching you how to fight creatures?"

"Yes, but that was for things like orcs, goblins, and wargs. Who would have thought we would encounter giant spiders."

"I see," said Fili, turning more fully toward her.

"So where are their kill spots? Do they even have any?" she asked. He thought for a moment.

"I'm not entirely sure," he said, pulling a knife from the side of his boot fingering the blade thoughtfully. "I've never had to fight one. I would think that its legs would be easy enough to slice through with a sword, immobilizing it, though that would hardly kill it. The best bet is probably the soft underbelly." A nasty shiver clawed up her spine at the thought of being close enough to kill such a creature.

"Too bad we don't have a flying Ford Anglia," she said under her breath, rubbing down the bumps on her arms before running her fingers through her loose hair. "Or magic wands for that matter. Heck, I'd even take a simple hunting rifle with a box of ammunition." Her discomfort did not go unnoticed.

"Are you okay?" he asked, taking her hand.

"Yeah I guess so I just don't think I'm ready to fight spiders," she admitted. He ran his fingers over the new pink scars on her underarm. She had quit bandaging them finding that it itched less if they were exposed to the air, she had run out of ointment anyway, though she had returned to wearing the gloves that Beorn had gotten for her.

"I would not sell yourself so short," he said squeezing her hand. "You have fought orcs, escaped from Azog, befriended giant eagles and a skin-changer." He gave her a sheepish grin. "And you not only punched one of the toughest dwarves I know, but you have shouted down uncle twice now." She winced, her face clouding. She had been expecting Thorin to be angry with her, hate her even but it still hurt to remember his words to her under the tree and the looks on his face over the past few days.

"Hey," said Fili, bringing her back. "I know things seem bleak and you feel inadequate, but stick close to me and we'll get through this."

"That's just it, I don't want any of you distracted during a fight worrying about me. I could get one of you killed."

"Would you like me to train you?" he asked. "I may not be as versatile as Dwalin or Nori but I bet I'm more patient and I'm still more skilled than you are right now."

"That would be nice," she said after a moment's consideration.

"Then here," he said, pressing his knife into her palm. "Keep this in case you need it. That little one you have is hardly fit to skin a rabbit let alone save your life in a fight."

"But don't you need this?" she asked, the mettle heavy in her hand.

"Hardly, I have many more where that came from, and if it can keep you safe than I would rather you have it, but you'll have to let me show you how to use it properly."

"Just how many of these do you have?" she asked peering over at him, squinting in the fading light. "And where on Earth do you keep them all?"

He grinned at her, his teeth flashing in the dark. "That would be telling, little sister."

Sara woke later that night to whimpering, Bilbo's wondering. "What on Earth is the matter?" she asked, reaching through the inky blackness for the hobbit. He let out a squeak as her fingers found what she guessed to be his leg.

"Sara is that you?" His hand wrapped around hers tightly.

"Of course it is," she said, yawning and rubbing her face. "What's wrong, you don't usually have problems sleeping?"

"The eyes," he said. "Can't you see the eyes?"

"The eyes?" she yawned.

"All around us... glowing... watching like in the book," he said. Trying to shake off the remaining tendrils of sleep she shifted her attention to her surroundings. It was pitch-black as had been other nights here in the forest, the trees above blocking out any of the borrowed light from the night sky. Sara was used to the dark, preferred it when it came to sleeping but tonight was different. She could feel the dark but whether it was a tangible thickness or the eerie feeling of countless eyes on her, she would not tell.

"Fili?" she asked as someone brushed up against her leg and shoulder.

"I'm here," came his whisper. She was surprised she could hear it; normally the dwarves' snores would have drowned it out, but tonight was almost quiet.

"Why is everyone awake?"

"Not everyone," he said. "From the sound of it Bombur and Ori are still asleep." He was quiet for a moment as something large moved in the darkness off the path, branches snapping and leaves rustling. "We are being watched," he whispered in her ear, almost so quiet she missed it.

"Bilbo says there are eyes but I can't see anything. What's watching us?"

"I'm not sure, but I don't like it."

"Where are the eyes?" she asked.

"All around us. You have to look very carefully but even you could see them." He hesitated. "They glow." She picked a spot and leveled her gaze fixedly on it, waiting. At first she could see nothing, but as the seconds ticked by she began to see them, pairs of luminous eyes all around them, glowing like cats eyes. Some were large and high off the ground and others tiny near the forest floor, reds, greens, and yellows. She could see them all now, the twin pinpoints of light glittering back at them, disappearing and appearing elsewhere in the all-encompassing pitch. They sat in silence waiting, watching, and then without warning the glowing dots quickly began to wink out and within a minute all that met their wary gaze was the darkness of the empty night air. It was almost more unnerving than the eyes.

"Fili, where did they all go?" she asked, not daring to breathe, a fistful of his sleeve clenched in her hand. Bilbo held tightly to her left hand which was slowly losing feeling.

"I don't know but it can't be good." Instinctively the three of them drew closer together, their sides pressed against each other as careful footsteps approached.

"Fili," came Thorin's whisper in the dark. "Bring them to the others. We will stay close and awake tonight."

Within minutes they stood gathered together, watching the black for the threat they could all feel. The little safety Sara took from the other's close proximity evaporated as the sound of a large body could be heard making its way toward them through the treetops, the branches squeaking and popping as debris rained down on them. She jumped violently backwards trodding on someone's toes when something brushed her ear, crackling.

"Are you alright?" asked Thorin's hushed voice as his hands gripped her shoulders from behind. She reached up to her hair feeling for the forign object.

"Yes. It was just a dead leaf," she said. "Sorry."

"Be on your guard," he said, releasing her shoulders after she took a step forward. She nodded, gripping her pack tighter to her chest. She could almost feel the dwarves tensing as they heard a loud clicking and the fleshy thud of a body dropping to the path in front of them. Swords rasped and hissed as they all reddied their weapons, even Sara's fingers drifting to her hip for the knife Fili had helped her strap there. Her mouth was dry as they waited for the thing in the dark to move.

"I only wish I could see," whimpered Bilbo to her right.

"Aye laddy, even we can't see in this pitch-black," said Balin.

"Bilbo, what about your sword? Is it glowing?" she asked.

"No, it's drawn," he whispered back. There was a faint scraping on the path in front of them as the thing moved forward.

"Lass what about yer phone?" came Bofur's voice. "Can ya shine a light for us?"

"That will give away our position," hissed Nori near the front.

"The creature is already aware of our position," said Thorin. "Ms. Miller if you can provide a light do so. We can't see anything and I do not wish to fight blind if there is an alternative."

"All right," she said, already digging into her backpack.

"It's getting closer," warned Bofur.

"Stand your ground," said Thorin firmly. "Do not strike a blow unless you are sure of a clean hit. We can't afford to injure each other." Sara tore through her pack searching by feel for her phone.

"Kili," called Thorin.

"Unkle," came Kili's somber response.

"Ready your bow. The moment we have light we fire on the creature. Ms. Miller," called Thorin stepping past her.

"I'm working on it. Ah!" she said, her fingers closing around it's smooth surface as she held down the power button. "It's powering on now, only a few more seconds."

"The eyes," squeaked Bilbo trembling beside her. Sara glanced up to see a cluster of round green bulbous eyes glowing in the dark not more than ten yards in front of them. The size, number, and configuration eradicated what little doubt there had been about the nature of the thing sharing the path with them.

"Lass anytime now," called Bofur's quavering voice as the glowing orbs came yet closer, the clicking growing louder.

"Steady," admonished Thorin, his bow creaking. Sara willed her phone to boot up faster as the heavy body scraped and slid over the stone path closing the distance. "Ms. Miller," called Thorin.

"Almost there," she said, her hands shaking. "Come on. Come on. Come on!" she coaxed. There! A faint dot of light in the corner of her screen. Her fingers fumbled to toggle the brightness up but the phone slipped from her hand and to the ground. Cursing, she dropped to her hands and knees to find it.

"It's getting closer!" called Nori. Her hands brushed frantically over the stones until they found her goal. She stood and raised her phone to see the drop had activated the camera mode. Jabbing the auto flash on she aimed at the cluster of eyes now only a few yards away and pressed capture. A brilliant flash of light lit up the night and the twin thuds of Kili and Thorin's arrows sounded together as they sunk into the face of the creature in front of them. There was a shril, keening scream and the clatter of retreating legs. Sara quickly found the flashlight function on her phone, flooding the area with a piercing white light.

"Is it... is it gone?" asked Ori, slingshot in hand. Sara shown the light up and down the trail, and into the trees, taking care to look above as well.

"It seems that for the time being we are once again alone," said Balin, sheathing his sword, though many of the others remained on guard.

"Was it really a giant spider?" asked Bilbo his round face shining white in the dark.

"See for yourself," said Sara, handing him her phone, a shiver shaking her shoulders as gooseflesh erupted on her neck. "I got a picture." Bilbo squeaked and hastily handed it back to her.

"Show me," said Thorin, stepping up beside her. She passed him the phone and he studied it for a few seconds, the screens glow throwing light across his troubled feachers. "From now on we double the watch," he said. "And tomorrow we light a fire. I would rather deal with moths and bats no matter their size than be caught blind by such creatures again." He handed her back her phone and she peered down at the hazy image on the screen, the horrid face of a hairy spider glowing back at her.