She was awaiting his judgment, he could tell. She was tense, hardly daring to breathe. But he couldn't find what to say, not even knowing what he felt. He only knew he wasn't feeling the disgust and horror that he knew she had been expecting him to feel.

He had to say something though. He sensed they were nearing a breaking point, that she was just about ready to jump up and fly far away, to abandon them to their own devices to try and forget all over again. And he was sure of one thing: he didn't want the one person who had truly understood him in all those years to go.

So he spoke up.

He didn't comment on what she just told him. Instead, he told her about Erebor. Not about what it had looked like, every aspect of which she had already heard about extensively and eloquently from the other Dwarves, but what it had been like, for him. He told her about duty and family and politics. And he hoped she was listening underneath the words.

When his throat grew scratchy and he had to take a break to catch his breath, he heard a soft rustling and felt her tail sliding over to curl around him. And he knew she understood.

Not even his sister, who shared the pain of that fateful day, had ever fully understood his feelings. He blamed himself for not stepping in as he saw his grandfather slowly succumb to dragon sickness, blinded by pride and arrogance. He felt it was his fault that the Dragon had come, for if he had taken action earlier, to protect Erebor as he had sworn to do, there would have been no reason for that hateful serpent to come down from the North and destroy his home. He had sworn oaths, promising to protect his people, to keep them safe, and then when they needed him the most he failed them.

That was the true reason he was heading back to Erebor in hopes of reclaiming his lost home. Not for a treasure he both loved and hated for consuming his grandfather, but to make up for what he did to his people, even though he knew it was in vain. For the people that had filled Erebor, that had made it into a place full of life, were gone, and he was doing this for the pale, gaunt-faced remnant that never asked him to.

And now, years later in a cursed forest in the depths of hopelessness, in the last creature he expected to, he had found a kindred spirit.

Their stories were different, and there were all kinds of lengthy discussions possible about at whose feet the blame lay. It didn't matter. All that mattered was how they looked back on their pasts, and in that they were the same. They both felt it was their fault, that they should have seen the oncoming doom coming, that they failed to protect those dear to them and that no amount of rationalizing or comforting words would ever change that. They had both spent a lifetime trying to make up for it, while knowing they never could.

There was one major difference however, one that she admired him greatly for. Where he was trying to face his past, to confront it and to patch back together what he had lost as much as he could, despite knowing it would never be more than a pale shadow of what it had once been, she had never stopped running away from it.

Somehow this became the new normal. During the day, they struggled through the merciless forest, and during the night, they stepped away from the troubles of the present and dove into the past.

They talked. Well, she talked, he listened. She told him all the stories she'd forgotten, all the stories she'd made herself forget. And she realized that maybe they were worth remembering after all.

It was during the third night spent like this that Thorin realized something important. She'd been telling him about how wolves lived, which explained why she functioned so well within the structure of the Company: both groups were comparable in terms of hierarchy.

She hadn't, as his previous impression had been, pretended to be a wolf in order to survive. For a large part of her life, she had been a wolf, and if that life hadn't been interrupted she would have happily stayed that way for the rest of her days.

"How old are you?" he asked, spurred on by the realization.

She blinked. "Somewhere between thirty and forty."

"You don't know?"

A flash of orange shot through her eyes. "I didn't exactly count while living with my pack, and it wasn't until I resided with Elves that I learned it's customary for humans to keep track of the years they've lived."

He then learned that she had lived with the wolves for approximately ten years, and with the Elves after that for about five. The guilt and pain made it impossible for her to stay with them, so she left and had been wandering the world on her own ever since.

"But…" he hedged, "that would mean you're the youngest. Yet your soul isn't the smallest." He recalled the sight in Beorn's barn, and her explanation.

She scowled. "I said experience determines the size of your soul, not age. I've had a busy life." She spread her wings, looking at them almost reverently. "Wings can carry you far…I've been all over Middle Earth, and seen things you couldn't begin to imagine."

He accepted the rebuke and asked a new question: "Did you ever find others like you?"

Her wings drooped a little, but her gaze was more thoughtful than sad. "There are still large parts of the world I haven't seen, so I suppose it isn't impossible…but in all my life, I've never found the slightest trace of another one like me."

Unlike him, she didn't believe some deity could have created her. There had to have been at least two others like her once upon a time, although that didn't mean there had to be now. She couldn't be the first one, but she might very well be the last.

This did not bother her as much as one might expect. She had always known she was different, it was just a part of life to be unique wherever she went. One of the downsides was that she had no idea how long her life expectancy would be, so she tried to live in the moment as much as she could, so that when her time came, she could die without regrets.

He asked about her wings. She discovered those a few years after leaving Rivendell, and ecstatic over the possibility of flight, had tried out these previously unknown limbs immediately.

Her first attempt saw her crashing to the ground, but on the second try the feeling of it had settled into her bones, and she hadn't lost it since.

It was also during these nights that they finally came to the root of her problems with divinity.

Among the first books she read was a very thick one containing almost every mythological story in existence, from the Song of the Ainur to the rise and fall of Morgoth. She enjoyed the stories immensely, but that was all they were to her: stories.

It wasn't until later that she came to understand these were actually considered true stories, histories. By then, it was too late for her. She believed in things she could see, hear, touch or smell, and she saw no evidence supporting the existence of higher beings.

Besides, she had often thought in more bitter moments, if there really were gods, reflecting on her life so far, they hadn't done a very good job of it, had they?

She began to look forward to the nights. It was wonderful to be able to unload everything she had kept inside for years, and know they were received and accepted. She knew they were forging a bond, made up of pain and grief, broken and lost things. And for the first time in years, she dared to hope.

Of course, like all things, it didn't last.

As much as they lost themselves in a dreamlike world at night, eventually reality caught up with them. Their food stores ran out, and if she thought hungry Dwarves were cranky, starving ones were unbearable. Normally, she would be able to hold out for a while, but she was the one carrying Bombur, and having a boulder-like snoring Dwarf on her back was depleting her energy reserves at an uncomfortably fast rate.

If things didn't take a turn for the better soon, she thought with grim realism, they would all starve to death.

And of course, at the worst possible time, something happened she had been afraid of for days: she lost the faint trail of magic that had been their only source of direction.

Whether it was a sixth sense, a change of air or an echo, she didn't know, but while trudging in the near-darkness she suddenly got a distinct feeling that there was an abyss in front of them, about ten meters away.

Quietly, so as not to cause a panic, she told Thorin of the situation. Tired as they were, it took him precious seconds to comprehend the problem, but finally a red flare of anger shot through his mind. "How could you have lost it?"

"I don't even know how I managed to follow it this far!" she hissed back.

Maybe she hadn't, she thought with a shudder. Maybe all she had been following was an echo of her own wishful thinking. Which meant she had no idea how long they had been off the trail already, or if there even had been a trail in the first place.

She shook her head to clear it. How they got to this point didn't matter. What mattered was how they were supposed to get out.

When they were told, the Dwarves' first instinct was to fan out and look for the path. It took her and Thorin a few minutes to convince them that that was the absolute worst thing they could do, and that they had to stay together in a group at all costs or risk getting lost in the darkness.

Their thinking muddled by the strange air, it took them an embarrassingly long time to find the only option left to them: climb above the foliage and look for the sun.

As soon as the idea was on the table, everyone looked at her, but she looked at Bilbo. As agile as she was, her sheer size meant there was no way she would be able to get to the top of a tree without breaking some of the densely interwoven branches, and she didn't want to know what the forest would do if she hurt it. The Dwarves were definitely out of the question, which left only their tiny Hobbit.

Predictably, Bilbo immediately began babbling that he couldn't possibly, but it sounded like he already knew it was in vain and sure enough, he eventually sulkily agreed to climb up.

Letting Bombur slide off her back, she pushed their burglar up until he could reach the lowest branches and work himself up from there, moving carefully to avoid disturbing the tree in any way. Surrounding the trunk, the Company settled down and craned their heads up to try and trace Bilbo's progress through the tree, shouting encouragements.

In hindsight, they shouldn't have done that. Because of the Dwarves' constant clamouring, she didn't pick up on the fast-approaching scuttling behind her until it was too late. She felt a sharp pain in her lower back, immediately followed by her entire body going numb as her limbs began spasming uncontrollably. She flopped to the ground like a fish and passed out to panicked screams echoing in her ears.

Bilbo wasn't a good climber, and he never would be. But he still managed to very slowly make his way up the tree, covered in the suspicious webs he had seen earlier, without bending even the smallest twig out of shape. At last reaching the canopy, he reached up a hand and parted the dense leaves, wincing as the sunlight streaming in hurt his eyes after so long in the dark.

He stuck his head through, curling his toes around the branch to keep a foothold, and paused a moment to take in a sight he had begun to fear he would never see again: a beautiful sunset, illuminating an autumn forest and a pastel-coloured sky. As he looked at the panoramic view, big blue butterflies rose up from among the leaves and fluttered around him, adding to the surreal feeling.

"I can see a lake!" he reported loudly. "And a river."

Swatting down a clutch of leaves blocking his view, he added, ecstatic: "And the Lonely Mountain! We're almost there!" After days spent wandering in the darkness of the forest, knowing which way to go was a wonderful feeling that released the weight in his chest.

"Can you hear me?" he asked, suddenly realizing he hadn't heard any of his companions for a while. A sinking feeling returned to his gut. "Hello?!"

When no reply came, he cast a final longing glance at the solitary peak that was their destination, and branded the direction of the river into his memory, before sinking below the leaves again to investigate what was going on.

Distracted as he was, he forgot he was still standing on top of a tree, and took a natural step forward. By the time he realized he was stepping into empty webbing, it was too late, and he plummeted down, limbs catching on branches and more unsettling things on the way.

As he tried to work his way loose from the sticky webbing, suddenly the cause of the current situation made itself abundantly clear: an enormous, hideous spider came bursting from the shadows and before Bilbo could do anything, spun him into a cocoon. He felt a sharp jab in his arm, and then nothing.

For whatever reason, the venom didn't seem to work as well on him as it did on the Dwarves, or perhaps he'd been injected with less of it to begin with. In any case, he woke up while being dragged across the clammy ground, before being suspended from a branch. Thinking fast, he managed to stab the spider dragging him deep in the belly, and the beast went down with a frankly disproportionate and worrying amount of screaming.

He tore off as much of the webbing as he could, cast a glance up to where he could see both giant spiders scuttling down towards him and quiet dangling cocoons which presumably contained the others, and scrambled out of sight.

Hidden behind a trunk, the spiders' clicking and scrabbling sounds all around him, he ran through his options. There was no way he could surprise and kill all of them the way he killed the first one. Could he get help? He chanced a quick look around the trunk, but it looked like all the cocoons were motionless. That left just one idea. He slipped Gollum's ring out of his pocket and onto his finger, hoping it would hide him from their sense of smell as well.

He nearly shrieked. The ring didn't just make him invisible, apparently it also allowed him to understand any language around him, so that the air was suddenly filled with vile voices discussing the culinary properties of his companions: "Their hide is tough, but there's good juice inside!" "Kill them now!" "Let us feast! Feast! FEAST!"

There was one abnormally large cocoon shaking though, and three spiders were concentrating their efforts on it. His heart leaped as he realized, judging from the size, it was probably Skyfire, trying to get out, but that hope sank when he noticed the movements were jerky and uncoordinated, making him wonder if she was even conscious. As he watched, the spiders jabbed their venom in multiple times, until the movements finally became sluggish. It still didn't really look like it worked the way it should though. More like she was getting too weak to move.

A commotion erupted to his left, where one of the Dwarves seemed to be waking up. Bilbo couldn't tell who it was, but judging by the urgent noises, this one definitely realized what kind of predicament they were in. Four spiders surrounded the squirming cocoon, discussing whether to eat him now. A well-aimed kick to one of the spiders' faces seemed to tip the balance to eating, so Bilbo knew he had to act fast. He picked up the first object he saw, a slimy piece of wood, and tossed it away, into the forest.

It worked. The spiders immediately abandoned their meal and the entire troop went scampering off into the depths of the woods, in search of some imagined missed prey.

Well, that takes care of that, Bilbo thought, unable to keep from congratulating himself. One problem solved. When he turned back, his spirits plummeted though. How was he supposed to cut down fourteen bundles within a few minutes. That piece of wood wouldn't distract the spiders forever.

His concerns were cut short however, by a more immediate problem presenting itself. One of the spiders, a fat, lazy-looking monster, had stayed behind and was now focused on another moving cocoon – at least they seem to be waking up – cutting it down and laying it out in front of him, muttering to itself, seconds away from taking a bite.

Acting fast, Bilbo slashed at the spider's hairy behind. It shrieked and turned around, looking for its attacker with eight bulging eyes and not finding him. He evaded a few long legs that were swung in his direction, and then saw an opening to plunge his short sword into its opened maw.

"It stings! It STINGS!" the spider wailed, before going silent and falling off the branch and to the forest floor with a satisfying crunch.

"Sting," Bilbo mused, looking at his sword. "That's a good name!" Not so much of a letter opener now, eh Balin? He took off his ring and pocketed it again.

Emboldened by his success, he quickly moved through the webs, slashing at the parts suspending his companions and hoping the cushioning webs they fell through and their own sturdy construction would prevent them from breaking any bones on their way down. Once he thought he'd gotten them all, he peered down from his branch and counted the wiggling bundles. Twelve, thirteen, fourteen!

"Where's Bilbo?" one of the web-covered Dwarves asked. It sounded like Dwalin, still slightly woozy from the venom.

"I'm up here!" he yelled down at them, an instant before a returning spider swooped down and knocked him off the branch.

So the Hobbit had saved them again. In Thorin's muddled brain, that seemed to be the only fact they could be sure of. But he was the leader, so he shook off his dizziness and took in the state of his Company.

They all seemed a little worse for wear, but everyone was alive and their movements were picking up speed. Even Bombur, apparently the spider venom had cancelled out whatever he picked up in that river.

Except for one. Skyfire was alive, that much he could tell, but her movements were slow and sluggish. From her mind, all he could get was a muddled mess. Whatever was wrong with her, it was clear she wouldn't be running anytime soon.

"You, you, and you!" he pointed to the three Dwarves who were looking at him with the most lucidity in their eyes. "Carry her!" She was bigger than any of them, but he was pretty sure her ability to fly meant she was lighter than she looked.

They set off blundering into the forest, with no sense of direction except away from the spiderwebs. The monsters didn't plan on letting their prey go so easily however, dropping down into their path and waving their fangs menacingly. They were just preparing to sell their lives dearly when his least favourite race in all of Middle Earth came sailing down from the trees, quickly and efficiently killing their enemies.

Any hope of escaping in the chaos was quickly squashed however when he found himself face to face with the business end of an Elven arrow pointing between his eyes.

"Do not think I won't kill you, Dwarf. It would be my pleasure."