I am sooo sorry for the fricken confusion you've gone through. I clicked the wrong document to post and I assure you that this won't happen again:) I am a dork. But at least I fix my mistakes. I have made some revisions, and delved a little more into character developement. I will be doing this for all my chapters:)

The ringing in his ears blotted out everything else. Voices murmured, their words mumbled and slowly becoming louder.

''Let us eat them... Eat them all! Feast! Feast! FEAST!'' The hissing voices of spiders crowded his thoughts. Kili started, and thrashed about. He reached for his sword, which was unusually missing from its sheath. He looked below him frantically, the sudden movement making him groan in pain.

His head was pounding and he noticed that he was hanging upside down, the blood rushing to his head.

Roars erupted, and Kili could hear his friends grumbling from the ground. Bilbo! Searching for the hobbit was useless, since he was wrapped in thick webbing.

He heard the swing of a sword slicing through air, and gravity descended, then he was falling to the ground, landing a few feet away from his friends.

He struggled and ripped through the webs that bound him, and leapt to his feet. He could see the company, battling what looked like giant arachnids. He turned and saw his sword, lying in the undergrowth a few feet away.

Kili lunged forward, only to be stopped by two enormous spiders. Seething he took up his bow. He glanced around at his surroundings, web-strung trees all around him. He looked past the biggest spider, the other dwarves were still fighting.

Kili hastily counted his arrows, hoping beyond hope that the webs had kept them in their quiver.

He only had six arrows. Better make them last.

Kili shot the first down, the arrow going straight through the beasts eye. Three more took its place, clicking their black jaws in anticipation. He gulped, and swallowed his fear. If these creatures were going to end his life, he was going to die fighting.

He shot the first two down, heading towards Thorin, who was only a few yards away. An arachnid landed behind him, his last arrow flew, thudding into the branch of a web strewn tree.

''Thorin!'' Kili called, beginning to run. He heard Fili calling after him, his voice getting fainter the further Kili got. He tripped, and scrambled away, the spider preparing to eat him.

Fear flooded through him, and the spider bore down on him, its jaws clacking together. He held the creatures fangs away from him, dodging its stinger just in time.

A horn sounded in the distance, and a silver feathered arrow flew into the dark creäture. It screamed, rearing away from Kili, another arrow was loosed, and the creäture fell. Kili looked up, seeing a red-haired elvish lady staring down at him, nimbly leaping down from her perch on a tree branch.

He paused, taking her in. His heart skipped a beat, and he wondered numbly what was going on with him. Hissing roused him from his daze, and a dagger was thrown into it's back, felling the great creäture.

Another spider hissed behind him, and three more scuttled behind the lady. She felled two, one clicking loudly as it scrambled away from her arrows.

''Throw me a dagger!'' Kili yelled, gesturing at her as the last spider closed in. ''Quickly!'' desperation crept into his voice, and he prepared to feel the jaws of a large spider sink into his arm.

She twisted around, hurling on of her daggers into the spiders thin skull. ''Do you think I would give you a weapon dwarf?'' A hint of disdain was in her voice, but she smiled at him... Almost warmly.

And oh what a smile, he felt little butterflies in his stomach. Kili stared in shock, his breath coming in ragged breaths.

Another elf came up behind her, his hair was a pale blonde, and he walked with assurity and pride.

He spoke in elvish, their words unknown to Kili.

The she-elf nodded and made her way toward him. He wanted to know what they were saying, and cursed himself for not listening to the wise woman in the mountains, and learning elvish.

She pushed him along, leading him to were the rest of the company was. Her dagger pressed into his back, and he walked towards the rest of the group without hesitation.

''Kili!'' Fili called, Kili's brother automatically searching for him.

''Over here!'' Kili replied, shutting his mouth when the pale-haired elf cuffed him over the head. He glared at the elf before looking for his brother once more.

Kili looked up, and saw the relieved look on his uncles face. Thorin nodded and looked over the rest of the company.

The blonde elf hefted Orcrist, the sword Thorin had found in the troll cave. He looked over it, speaking in a form of elvish unknown to Kili.

''Where did you get this sword?'' The elf asked, looking at Thorin.

''It was given to me.'' Thorin replied levely, the frustration at having his weapons looked over by elves visible. Kili knew that this statement wasn't entirely true. He had gotten a blessing by Elronde and was allowed to keep it, but the company had really found the sword in the troll cave.

''Not only a thief but also a liar.'' The elf replied, obviously not trusting Thorin's word.

Kili looked for Fili, seeing him being checked over and searched by an elven lady. Fili was acting completely innocent, and even helped the lady search him. Handing her daggers and his sword.

Kili's brother smiled up at the elf woman, spreading his vest open wider so that she could search him more. She glared at him, and plucked a short dagger from behind his back.

Kili groaned, it seemed that the elves were being too thorough with their search. Escape was impossible without their weapons.

''Up dwarves!'' A dark-haired elf commanded.,

Thorin snarled, and pushed ahead of his escort, trying to get as far from his captors as his bonds would allow.

Kili frowned, and looked behind him.

The she-elf was whispering to the lead elf. Kili leaned towards them a little, seeing no harm in eavesdropping on elves. Sadly they were talking in elvish once more, and he could not understand their hushed words.

''Legolas. The enemy will return.'' The red-headed elf whispered, knowing to speak in her elvish language lest the captives hear her. ''They will come back, and this time there will be more of them.''

''That is not my concern Tauriel. I wonder why this these dwarves have even thought to come into our forest.'' Legolas replied, he did not care to speak in the silvan language, and had no fear of the dwarves.

Kili sighed, and settled with watching his own feet move on the forest floor. Tauriel... A beautiful name.

Kili shook his head hard. She was an elf, and was capturing them to boot. Anything between a dwarf and an elf was sure to end badly. He felt a hand on his shoulder, and turned slightly.

''It's okay laddie. We'll get out of this soon.'' Balin's words sounded false and untrustworthy. The company was unarmed, surrounded by elven warriors, and even if they did escape, the spiders would return and they had lost the road.

Kili smiled grimly, and turned back to face were they were going.