Bilba hated Mirkwood with a passion bordering on the irrational. In fact it nearly approached the level of hatred Thorin seemed to feel, if the permanent scowl he kept directing at the trees as though they'd personally offended him, was any indication.

The path was narrow, the trees crowding in on both sides. They were nothing like the trees in the Shire, which were straight and strong with dark brown bark and emerald green leaves. These trees were twisted and gnarled, hunched as though under some great weight. The branches overhead were a tangled mass, blocking out the sun, and they had a dull gray bark and leaves the color of old blood.

They were sick, very sick and held such an aura that Bilba half expected them to come to life at any moment and devour her and the Company where they stood.

She would have to consider adding trees to her list of things in Middle Earth that wanted to eat them. She could rename the list – Things in Middle Earth that Absolutely Want to Eat You and Things that Most Likely Will if You're Dumb Enough to Turn Your Back.

The path they walked was little better. Beorn had mentioned it being the main road through Mirkwood but, if it was, she couldn't imagine the last time any maintenance had been done on it. The stones it was comprised of were loose and outright missing at some points. In numerous spots they were pushed up, creating sharp, jagged corners for her to trip or stub a toe on.

It was about the fourth time this happened that Bilba finally lost her temper and proceeded to swear at the offending stone, in three languages, at length.

When she finally stopped and looked up it was to see the entire Company paused and staring at her.

"Don't give me that look," Bilba said in irritation, "it's not like you haven't all been thinking the same thing."

"True," Bofur said amicably, "but perhaps not toward that one stone in particular."

"That's because you're wearing boots," Bilba muttered.

"Bilba," Thorin's deep baritone sounded from the front of the line, "come up here."

Bilba felt her face heat. She moved forward, edging past the others. Beorn had warned them about stepping off the path which meant they were all forced to walk in ridiculously close company to one another.

As she reached Thorin she grumbled, "Whose idea was it to make the path this narrow anyway?"

"I would imagine the pointy eared bastards who live here," Thorin answered mildly. "Trust elves to have obnoxious architecture."

Bilba gave him a dry look. "And I suppose if it were dwarven made it would be a thousand times better?"

"Of course," Thorin said instantly, lifting his chin in pride. "Wait until you see Erebor. There are pathways carved from a solid block of stone, spanning over great chasms that let you see all the way down into the mines."

As he spoke he'd started walking again, pulling her along with him.

"That sounds beautiful," Bilba agreed. "Are there handrails?"

"Why would you need them?" He asked in confusion. "Just don't walk near the edge."

Bilba rolled her eyes. She hooked her hand around his bicep and glared at the stupid forest.

"We need to get out of here," she said in annoyance. "Before something tries to eat us."

"It has been awhile since the last attempt," Thorin responded, "hasn't it?"

"Too long," Bilba agreed. "I'm worried." She frowned. "I wonder what it says when NOT almost getting eaten worries me?"

"Nothing good," Thorin replied.

She heard a snort behind her and glanced back to see Fili and Kili looking studiously elsewhere. Behind them Dwalin was staring at the trees as if considering personally attempting to chop them all down. The rest of the Company straggled behind him, looks of amusement on several faces.

Bilba made a mental note, sound carried quite well here.

Thorin slid an arm around her waist suddenly, lifting her up and over a loose stone before she could stub her toe and end up in another swearing rant.

"This reminds me of the tunnels," he said mildly, "when I had to guide you through."

"Hopefully we don't get as lost," Bilba muttered.

Thorin scowled. "We didn't get lost."

"Pretty sure we did," Bilba shot back. "Just because I couldn't see doesn't mean I didn't notice us turning around, more than once."

"There were collapses," Thorin said, "the way was blocked and we were forced to backtrack."

He kept his face forward as he spoke, his eyes focused on the path.

Bilba's eyes narrowed in suspicion. "Were there really collapses or are you just using that as a convenient excuse because you know it was too dark for me to see to dispute you?"

He changed the subject, suddenly noticing some plant or another just off the path that was fascinating to him.

She shot a look back at Dwalin but he ignored her, clearly determined to defend his King's right to lie through his teeth.

Fili met her eyes and mouthed the words, probably lost. Beside him Kili nodded sagely.

Bilba grinned. She turned back just as Thorin saved her from running into another stone again.

As he pulled her in she bumped against the sword he carried in his scabbard. It wasn't the one he'd started out with, that one was being carried by someone else in the Company now, though she'd forgotten who.

The sword Thorin carried now had been found at the same time as her own sword. She vaguely remembered Elrond recognizing it, as well as one Gandalf had found. They both had names and were known to have seen battle.

Her hand trailed to the hilt of her own weapon. It didn't have a name as far as she knew but she'd been trying to think of one for it on and off.

Her line of thinking trailed to the other items they'd found at that time and a thought occurred to her. She twisted and found Kili just behind her.

"What happened to that second bow we found? Couldn't you use that?"

Fili gave her a wide eyed look and shook his head frantically but it was too late, she'd already asked.

Kili gave her a look like he'd just eaten something incredibly sour. "I forgot it at Rivendell," he muttered, his eyes on his feet. "It's still in the room we used as far as I know."

"Oh," Bilba said, "that's too bad, it was a good bow."

Kili heaved an aggrieved sigh. Next to him, Fili grabbed his shoulder in sympathy.

Bilba went back to watching where she was going, exchanging a quick look with Thorin and shrugging slightly in guilt.

His shoulders lifted momentarily and then lowered, what are you going to do?

Ahead of them the path seemed to go on endlessly, vanishing into the darkness of the forest. Bilba felt a twisting in her stomach and a strong sense of foreboding. She knew she had nightmares at night; sometimes she woke some of the others up. She could never remember them upon waking but couldn't stop the feeling she SHOULD, that by forgetting them she was losing something vitally important.

The scenery never changed aside from the basics of it growing light or dark. At night they would huddle on the path, generally without a fire as Thorin wanted to keep their presence as unnoticed as possible.

Days began to pass and then a week and then another after that. As the end of the second week approached supplies began to dwindle. Beorn had warned them against eating or drinking anything in the forest and it was clear Thorin had forgotten just how big Mirkwood was.

That or they were lost.

Bilba had noticed it a few days earlier. They still walked a path through the woods but it was dirt, no more stones or paving anywhere to be seen. She couldn't put her finger on when it had happened and didn't remember making any obvious turns that would have taken them off the path.

But...still, she couldn't shake the feeling, particularly after they passed a large boulder that she could swear they'd passed at least three other times.

"We're going in circles."

Thorin glared at her. His temper was short, as was the temper of everyone else.

"We are not," he stated, "we've stayed on the path."

"Have we?" Bilba said, rounding on him. The movement was ill advised as a short wave of dizziness washed over her. She'd begun to feel dizzy on and off the past several days, probably as a result of the lack of food and the overall oppression of the forest. A headache throbbing behind her eyes didn't help."Then where is it?"

He frowned. "What are you talking about? It's right--" He looked down at his feet and frowned. Bilba followed his gaze and felt her gut clench.

There was no path, not even the dirt one she could swear they'd been walking on.

"What?" Kili said from a few feet away, "what happened? Where did the path go?"

Other voices broke out and Bilba could hear panic beginning to set in.

"Split up," Thorin ordered. "It has to be close."

"No!" Bilba shouted. "We need to stay together!"

She turned frantically, trying to think of a plan, anything that could help them find their location.

Her eyes landed on the tree she stood next to, slowly traveling up the trunk to where it vanished in the canopy.

"Up," she whispered, "we need to go up!"

She grabbed Fili's arm and pushed him toward the tree. "Give me a boost."

He frowned at her but obeyed, kneeling and interlacing his fingers. As she looked at him Bilba noticed an oddly dazed look in his eyes and wondered if there wasn't something to the feeling that the forest was actually out to get them.

She placed a foot in his palms and pushed off. Fili surged to his feet at the same time, thrusting her up high enough that she was able to grab the lowest branch.

After that it was a simple matter of scrambling up. Hobbits were practically born climbing trees and this one was easy with a number of footholds and places to rest. Before long her eyes began to sting as the ever present gloom gave way to bright, shining sun.

She burst through the top of the canopy, startling a number of brilliant blue butterflies that swirled up around her and flew away.

Bilba sighed in relief, happy to be away from the forest even if only for a moment.

Above the canopy Mirkwood didn't look so bad, just another forest stretching off around them.

In the far off distance she could see the edge of the forest and, beyond that...Erebor.

An odd mix of fear and anticipation rose up in her. It was the first time she'd really SEEN the mountain and it brought home the fact that the quest she was on had an end point...and an end dragon.

It had been easy the past five months to forget what the entire goal of the quest was, to get lost in the travel...and the constant threat of nearly being eaten.

Now, however, it was RIGHT THERE.

What was she going to do?

Tearing her gaze away she angled back down toward the forest floor.

"I know where we are! Thorin! I can see Erebor!"

There was no answer but she didn't think much of it. It was possible she was far too high for her voice to carry all the way down or for their voices to carry back up.

She started to make her way back down only to pause suddenly as a new wave of dizziness flooded over her. Black spots danced in her vision and she closed her eyes, clutching a branch and focused on breathing slowly, in through her nose and out through her mouth.

After a few moments the spell passed and she was able to resume climbing down, though much more carefully than before. The last thing she wanted was to fall out of the tree and die, it would be outright embarrassing not to mention rather anticlimactic.

She was nearing the bottom, and preparing to call out for Fili to help her down, when a noise made her come to a dead stop.

The sound came again, a hissing, chattering. Under her hands and feet the branch she was on vibrated with the unmistakable feel of something moving on it.

As carefully as possible, Bilba reached into her pocket and withdrew the magic ring. She'd not given it a thought since last using it against Azog, but that didn't mean she'd forgotten about it.

She slid it on her finger and the world immediately changed, darkening and growing faded.

It was not a moment too soon as the branch she was on jumped wildly. Bilba lunged back, pressing herself against the trunk just as a massive, hulking spider crawled past her.

Spiders. Why did it have to be spiders?

Fear crawled over her skin at the silence coming from the forest floor. After the spider was past she inched forward and looked over the edge.

No one was there but she could see Ori's slingshot almost directly under her and Dwalin's Warhammer a few feet away.

Her stomach clenched and a cold sweat broke out on her skin.

It lasted only a moment, however, before her eyes hardened and her jaw set in a firm line. She drew her sword and began to follow after the spider that had passed her.

It wasn't taking her new family from her.

The spider scurried between trees, forcing Bilba to find her own way across. Several times she was forced to crouch on the end of a branch and leap to one on another tree. Bark sliced her legs and tore open welts and gashes on her hands, making the sword handle slick and difficult to hold.

Finally, however, she saw the spider climb a thin line of web into another tree and, there, there was clearly where she needed to go.

The tree was almost entirely webbed and absolutely crawling with spiders. Each one was easily the size of a warg, if not larger, with a thick stinger in the back and slender fangs. They skittered about the tree, many of them busily wrapping several long objects in layer after layer of webbing.

Bilba focused on those objects, many were small but others were larger.

Large enough to be dwarves in fact.

She counted and frowned as she realized she only saw twelve cocoons. Was someone missing or was it that the cocoons weren't her friends at all?

One of the spiders started poking and prodding one of the cocoons and Bilba hissed in anger and frustration.

There was only one way to find out.

The trees were close enough to one another she was able to jump from the tree she was in to the spider's tree without problem.

As soon as she was on she grimaced as the webbing caught at her, tangling on her arms and legs, sticking in her hair. Almost idly she pulled some off and used it to wipe the blood off her hands and the hilt of the sword. She wrapped more around her palms ensuring a stronger hold on her sword and stopping the bleeding at the same time.

She made her way in carefully, skirting the edges until she'd reached the spider that was currently poking and prodding at one of the cocoons.

Bilba hesitated for a brief moment, then gave a mental shrug and simply drove her sword straight into the creature's side.

It shrieked a high pitched sound and, then, to her shock, spoke.

"It stings! It stings! What is it?"

It scrambled back and she followed it, stabbing the sword deep into its back and then kicking it off the branch. It fell through the webbing and hit the ground with a solid thunk.

Bilba studied her sword for a moment.

"Sting," she said, "I like it."

She turned back and found the rest of the spiders had stopped and were staring in shock at where their fellow had fallen.

"What is it?" one of them hissed.

"Who cares?" another said. "It tries to take our meal from us; we shall simply eat it too!"

Several scuttled forward.

"Oh," Bilba said, "you want to eat us?"

She stepped forward and stabbed the nearest one as it approached, driving the sword into his skull until it reached nearly the hilt.

"Get in line."

She smiled at her ring; it was definitely coming in handy.

She reached the cocoon the first spider had been messing with and cut it down with two swings. None of the spiders attempted to stop her as she sliced it open, pulling the strands apart to reveal Dwalin, his chest moving lightly in even breaths.

Bilba closed her eyes for a moment, relief flooding her.

Then she opened them and started lifting slapping Dwalin on the face.

"Come on," she ordered, "I need you to get up, Dwalin, right now."

Movement showed the spiders were slowly becoming restless, their desire to eat a large meal apparently overcoming their self-preservation.

Fear had her moving faster, shaking Dwalin hard. He mumbled something and his eyes flickered open.

"What?" He mumbled, "What's going on? Who's there?"

Several of the spiders skittered forward.

"We're about to die," Bilba snapped, "help me!"

She stood and lunged over his body, driving her newly named sword, Sting, into the forehead of the nearest spider. As it fell over the side her sword stuck for a moment and she cursed as it pulled at her, nearly taking her off the branch.

She barely recovered and turned to see all the spiders racing up on her.

"If you're in front of me, lass," Dwalin's voice sounded from behind her, "Move."

Bilba moved, leaping lightly to a nearby branch. "You're clear."

Dwalin flew past her with a roar, his axes spinning through the air. He cut through the spiders like they were butter. He didn't even bother killing them, just cleared them off the branch and tree.

He was heading toward the nearest cocoon, Bilba realized. The spiders outnumbered them, the best chance they had was getting the others out.

She scrambled up to the nearest cocoon and began cutting it open. She soon had Nori out and with Dwalin.

The next two she rescued were Gloin and Bifur and she breathed a prayer of gratitude to the Valar. Dwalin, Gloin and Bifur were the most experienced warriors among them and the fact she found them so quickly would make a huge difference in the fight.

The fighting turned more in their favor after that, and more so still once she'd freed Fili and Kili, both of whom were accomplished fighters in their own right.

She found Ori next, his eyes dazed from whatever the spiders had pumped him full of. He didn't even seem to be bothered by the fact an invisible person was helping him. Bilba got him up and moved him to the trunk of the tree, out of the battle as best she could. She didn't dare take him down as that was where many of the spiders had been thrown and were even now rushing back up.

Standing up she ran her eyes over the dwarves – Dwalin and Balin fought back to back, Nori stood over Dori who was still recovering and she had Ori behind her. Bifur and, surprisingly, Bofur were slicing through the spiders like they were bored while Bombur was still unconscious nearby. Oin was crouched on a small branch near him, leaning over to check his pulse. Gloin stood over him on the same branch, easily warding off spiders that attempted to attack his brother.

Fili and Kili were outright enjoying themselves, huge smiles on their faces as they sliced and diced their way through the horde. All of them were proving to be surprisingly capable at fighting in trees, leaping from branch to branch, keeping their footing with ease. She remembered Dwalin's insistence she learn to fight on different terrain and in every situation he could think of.

She would have to remember to thank him for that later.