AN: This is part one of a two-part story; the second part is mostly written already and should be up soon. This story can be read as part of my "With Shield and Body" series or as a stand-alone, but characterisations are intended to be the same. The title comes from an old Sindarin name for Mirkwood which I thought appropriate; translated it means "The Forest of Great Fear." Some of Bilbo's dialogue is quoted from "The Hobbit," and I do not claim it as my own.

Dedicated to Laora in thanks for her being so supportive of my other Hobbit stories and because she likes Fíli!

Disclaimer: I do not own any rights to The Hobbit or anything Tolkien, though they own me.

Bilbo is still busy cutting the Company free from their bonds, his bright elf-sword skimming easily through the spider-silk, but somehow Fíli knew all along that it would be him, and not the hobbit, who found Kíli. He is afraid at first that he is too late, that his brother is dead (for that is the last memory he has of him, eyes closed and face corpse-pale, the white silk that bound him gleaming like enamel in the darkness as he was dragged away), but Kíli's eyelids flicker when Fíli rips the stuff from his face, and then he is awake, dazed but lucid enough to crawl up onto the branch beside his brother. He rolls onto his back and lies there a moment, coughing. His sword is still clutched in the stiff fingers of his right hand.

"Come, quickly," Fíli says, holding out his hands. "We have to get down out of the tree, we're going to make a run for it."

Kíli gasps weakly, his breathing thick and straining, and he grapples at his throat and stares up at Fíli with watering eyes. White silk still clings to his lashes. For a moment Fíli is not sure whether his brother can even see him through the stuff, or hear him for that matter, but then Kíli drags in a deep, clotted breath.

"F-Fíli? Fíli—"

"That's right. Come on—"

Their descent is ungraceful in the extreme, but neither of them have any injuries worse than scraped hands and bruises by the time they reach the forest floor, so Fíli counts that a success. Reluctantly he leaves his brother there and ascends once more, this time to free a bundle that turns out to be Bofur; he repeats the process again for Oín, Dwalin, and Bífur, and then the spiders return.

Bilbo shouts for them to run, practically dropping from the branch he was clinging to in his haste to fend off the howling creatures. Fíli, already halfway down a tree himself, cuts his hands as he scrambles spider-like down the rough bark, not trusting his whirling head enough to jump. He still has his swords, though all his throwing blades are gone, but many of the others lost their weapons when they were taken and the Company of Thorin Oakenshield looks truly pitiful as he races to join it, half of the Dwarves scrabbling for stones and broken sticks to use as weapons from the litter at their feet.

"No time!" Bilbo pants, trying to chivvy them away towards the treeline. "Go on, quickly, I'll follow as I can!"
Balin starts to protest at that, but Fíli sees how pale and unsteady his brother still looks and knows that Bilbo is right. This is a battle they cannot win. He looks at the little hobbit in his torn waistcoat and borrowed cloak, elf-sword bright and hungry in his hand, and for the barest instant their gazes lock.

"Go on," Bilbo cries. "Go on! I will do the stinging!"

And they do go, staggering, faint, and sick, either trusting the burglar or too ill and confused to argue. Fíli is in the rear of the little knot, one arm flung around his stumbling younger brother, one sword resheathed over his shoulder and his free hand still clutching the hilt of the other. As he drags at his brother's arm, half-carrying him as they follow Balin into the black closeness of the trees, he offers up a quick prayer of thanks that he inherited his mother's long nose and so was still able to get an adequate amount of air while he hung trussed and suspended in spider-silk. If he had been half-suffocated like some of their Company seems to have been, he doubts he and Kíli would be able to keep pace at all. Ahead of him he can hear Balin shout something about staying close together, and behind him there's a wailing, sputtering, howling sound that can only be Bilbo's work, giant spiders dying by the dozens at the hobbit's hand. The clamor is growing louder.

"Kíli," he croaks, his hand fisted in his brother's sleeve. He cannot catch enough breath in his cotton-dry throat to say anything more, but Kíli raises his sword hand slightly in anticipation, his knuckles white with the strain. He understands: the pursuit is drawing closer despite Bilbo's efforts. They will have to fight.

His brother can barely stand, and he will have to fight.

Someone up ahead screams, and then there is the shining of eyes in the gloom above them as spiders drop from the trees, croaking and hissing with fury, their hideous voices gabbling about hunger and hate and blood and skin. Fíli puts his back to his brother's on instinct and when one of the creatures rushes him he is ready for it; with a hoarse yell he swings his blades down with all his strength, neatly bisecting the head. The spider's legs thrash horribly and then go still, dead.

He barely has time to rejoice in his victory before another spider takes its place, this one larger than the first. This one too, he kills, and then another, but they keep coming. Twice he nearly catches his foot upon his brother's boot heel and stumbles, cursing himself for his clumsiness. One spider nearly pounces upon him the second time he trips, fangs raised and dripping, but he is saved by sheer fluke: Ori is flinging stones and screaming in shrill terror, and one strikes Fíli's opponent in the eye so hard the gleaming orb bursts, spattering him with dark blood as the creature wails. Regaining his footing, he drives in close to the spider's head and kills it in one blow, then staggers back, gasping harshly and swiping at his own eyes with his sleeve.
Too late he realizes that the charge separated him from his brother.

Too late he realizes he has left vulnerable not only himself, but Kíli as well.

He whirls about to see Kíli take a step back, sword raised, as a giant spider skitters towards him, punching out with its clawed forelegs, but Kíli is of the blood of Durin and he ducks aside, shearing off the nearest clawed foot with a single blow. The creature howls and rears up, curling impossibly and stabbing forward with its long, venomous stinger, striking at his brother's throat, and Fíli screams—

But then Kíli dodges again, swings his sword up in both hands with a shout of his own, and drives it down into the spider's suddenly exposed belly, burying it to the hilt. The spider shrieks and bubbles, gouts of slime spurting and steaming from the wound, but it is a killing stroke. Fíli sees his brother leaning forward, pressing all his weight into his blade, his hair falling forward over his face.

"Fíli!"

Balin's sharp shout brings him once again back into himself, and alive to his own peril he wheels about wildly, bracing himself for his next foe. But then a white-blue flame shears through the mirk, nearly blinding him, and the spiders chitter and stare, and it's Bilbo. The little hobbit appears out of nowhere, seemingly unscathed and with his elf-sword blazing in his hand, and he kills two of the monsters before the rest have realized what is happening.

"Attercop!" Bilbo shouts, and then he is away again, dancing through the trees, and the spiders scuttle after him spitting with rage and hunger, clambering over their dead, away from Fíli. He knows this is his chance, even as knows that it cannot be long before more of the creatures arrive, ravenous and clear-minded and deadly, even as his heart is swollen and choking in his throat with his fear for the hobbit's life. He looks wildly around the suddenly desolate tangle of trees and then stumbles to his brother's side. The others of the Company are already fading into the darkness ahead, even poor Bombur who is being dragged along by his brother and cousin together, but Kíli is still half-kneeling with his sword buried in the spider's seeping belly, and he's swaying, and Fíli yells but he won't. Get. Up.

"There's more coming, we have to run," Fíli says, sweat running down his face. The air smells of rot and poison and is as heavy and stifling as a blanket.

"I—c-can't—" his brother gasps, and he looks sick now, truly sick, his face a curdled greyish-green that looks almost luminous in the suffocating dark.

From somewhere behind them in the darkness comes the sound of scuttling claws.

"Kíli son of Dís," he screams, desperate with fear but not moving away, standing over his brother with both swords raised high, "get to your feet."

And, Mahal be praised, his brother obeys, struggling up and still clutching his own sword, though his knuckles are white as milk and his face is the color of raw soapstone. The blade slides from the monster's body with a horrible sucking noise, and venomous green slime bubbles from the wound, slides from the metal to spatter, hissing, on the ground.

"Run," Fíli gasps, "Run—" and they do, together, each supporting the other, stumbling and sliding over the uneven ground, which is slippery with rot and wet leaves. There is a weird and terrible noise behind them of carapaces sliding over tree roots, insectile clicking and hissing, hateful voices. For a horrid, delirious moment, Fíli is certain that he hears faintly the sound of singing.

And Kíli is trying, but Fíli can feel him fading against his side, and the sound of his breathing is painful even to listen to. Fíli is prouder of him than he has ever been in all his life but he is also afraid because he knows that soon his brother's strength will give out entirely, and he knows too that he is not strong enough to carry him when it does. He tries to gasp out encouragements as they run, almost there, Kíli, and just a little longer, Kíli, and I'm so proud of you, Kíli, Thorin's so very proud, but very soon he doesn't have the air, so he just holds on to his brother and runs and waits for the poisonous sting from behind that will mean their end. The spider-stench grows about them until he can taste it on his tongue, until it burns his eyes like sweat as he staggers forward, and he can hear the sounds of their claws on the ground, heavy and swift. In the end he cannot help it, he goes to look behind, and as he turns he gets a confused impression of his brother's face, teeth bared and eyes wild and hair sticking to his skin as though it was painted there, and the spiders are howling so close, right on top of them, and oh Mahal this is how they are going to die, this is how they are going to die—

And then—

Silence.

Like the shuttering of a lamp.

The baleful eyes and hateful hissing are both gone, retreated back into the dark trees; Fíli looks around and realizes that he is standing just within the edge of a clearing of some kind, the rest of the Company huddled close, like he is, confused and relieved. And suddenly there is Bilbo, too, his elf-sword bright and hungry in his hands, and his arms are coated up to the elbows in black blood and slime.

"We're all here, then?" The hobbit asks slightly shakily. No one replies, too dazed by their unexpected reprieve.
And then Kíli drops his sword and collapses to his knees on the loamy earth, curling forward with a horrid, guttural choking sound that strikes Fíli blind with panic before he realizes that his brother is not wounded or dying but instead is just succumbing to nausea at last. His whole body convulses with retching, but all that comes up is a thin string of bile that drools down to tangle in the mess of spider-silk still clinging to his skin and hair. Fíli rubs his back and swallows hard and tries not to be ill himself.

"Is the lad all right?" someone asks, and Fíli says something he knows not what but in reply, but it seems to satisfy them for after that he is left alone with his brother.

"Almost finished there, Kíli?" he ventures with forced cheeriness when the spasms seem to be subsiding at last. His brother's only response is a low moan. When he ventures a look he sees that Kíli's hands are fisted in the thick, sweet rot of the forest floor, and his face is rigid with pain. He is shaking so badly Fíli is not certain at first if the retching has stopped, but then he struggles to straighten up and Fíli carefully helps him sit, steadying him with his own slightly trembling hands. He glances at the ground but there is no vomit. His little brother has not eaten in days, nor drunk anything in nearly that long. There is nothing left now for his stomach to throw up.

Kíli gasps raggedly against his shoulder for a moment and then straightens slowly, opening his watering eyes. He squints at Fíli, who has just enough time to worry that his little brother does not recognize him before Kíli offers him a small, pallid smile.

"Ow," he rasps.

"Kíli? Kíli, you all right?"

"My head," his brother manages faintly, and Fíli winces in sympathy. It's become clear by now that he is feeling the least poorly of all their Company, but even so there is a low, throbbing ache pounding in his temples from the spider-poison. His brother's headache must be much worse, and to then be struck heaving with nausea . . .

"It's all right now, we're safe," he says, helping Kíli over to a stump near the center of the clearing. "The spiders have gone. We've left their territory, they won't be following us any more." Kíli sinks down gratefully to the ground beside the stump, leaning his back against the bark, still clinging to Fíli's arm. Fíli sits beside him, one sword laid upon the the leaves at his side, and the other drawn across his knees. It is only then that he recognizes this place: Co-mingled with the dark, heavy, rotting, mildewy smell Fíli has come to associate with this accursed forest is something else: a spicy, clean scent—like green pine needles, or warm woodsmoke. Elves. Fíli shakes his head. Somehow, running blind from pursuit, they found their way back to one of the Woodelves' circles. He wonders if this is one of those they saw before, blazing with fire and laughter and song. Perhaps they left something here which his brother can eat.

At least it explains why the spiders gave up their pursuit.

"It looks like the spiders don't much care for Elf-magic," he muses softly, and Kíli stirs.

"Very like . . . Thorin," he mumbles. Fíli glances down at the pallid, too-thin face against his shoulder, and chuckles despite himself. His brother can still joke. He is going to be all right.

"They were hairy, too," he teases back. Kíli makes a breathy, tentative sound like the shadow of a laugh, and then goes quiet again. All around them the rest of the Company is sprawled: Bombur huddled and miserable, Ori curled up asleep like a mouse between his two brothers, Dwalin attempting to pace back and forth and scowling, weaving like a drunkard. Bilbo and Balin are standing close together, examining something in the hobbit's hands and whispering.

"You should sleep," Fíli says, absently trying to work the worst of the webs out of his brother's hair. "You'll feel better when you wake up."

"I don't want to."

"What?"

"The . . . The spiders. They—got me, and when I woke up, it was dark. I can't . . . Dark. Didn't know . . . you were."

"I was there too," Fíli says. "Don't talk about it, Kíli. Sleep."

Kíli looks at him and his brow furrows, even as he squints against the headache that has seemingly only worsened. His eyes are slightly glassy, as though with fever.

"You're safe?"

"Of course I am," Fíli replies, as lightly as he can. His brother's confusion and incoherency is worrying, and he hopes desperately that sleep will be enough to set him right. Kíli's agitation does not ease at the assurance; he hides his face in his hands and presses the heels of his palms hard against his eyes, trembling, gritting his teeth. His breathing hitches in increasingly uneven, wrenching gasps, as though he is trying very hard not to cry.

"I thought I was going to die," Kíli strangles out suddenly. "I couldn't breathe, and I c-couldn't remember where you were, and it was all in my—my ears, and my mouth, silk all down my throat, and I couldn't even open my eyes, I couldn't move—"

"Kíli—"

"I thought, I thought you were dead—"

"Kíli, don't."

Not knowing what else to do, he draws his brother into his arms and holds him close. Kíli is taut as a bowstring, but soon he relaxes against him and sobs, weakened by exhaustion, and hunger, and the spider-poison still confusing his thoughts. Fíli sees for the first time the angry, puckered welt upon his throat, where he was stung, and wants to kill something.

"Shh," he murmurs as soothingly as his anger will allow, leaning back against the stump. "Shh, shh. Don't think about it, Kíli, it's all right. I'm here. I'm here."

It is only after Kíli falls asleep that he hears the others whispering frantically and realizes Thorin is missing.