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Bilbo climbs up one of the trees nearby, and as he crawls, he doesn’t notice the masses of spiderwebs all around him. His head breaks through the trees and into the air, suddenly, it is as if a spell has been broken, and Bilbo’s head clears completely of the influence from the forest. As he breathes deeply, he sees blue butterflies flying all around him, the sun had setting, and everything looks beautiful, causing a smile to form on his lips, laughs lightly at the sight before him. He then looks off into the distance and sees several landmarks,

"I- I can see a lake!" Bilbo called down to the dwarves "and a river. And the Lonely Mountain. We’re almost there!" not getting a response from the Company "can you hear me? I know which way to go! Hello?"

Bilbo looks down, trying to see the dwarves, hearing a thumping noise in the distance, causing him to look up,

"Hello?" Bilbo asked

In the distance, trees move haphazardly under the weight of something large approaching, the movement coming straight toward the hobbit and the rest of the Company. Worriedly, Bilbo climbs down a bit and peers around, stepping forward, only to trip over a spiderweb and fall several feet, bouncing painfully off branches, and yelling in pain and shock the entire time. He manages to catch himself on a branch, then watches in horror as a web parts to reveal a massive spider. As the spider opens its fangs and hisses at him, Bilbo yells and falls again, landing on his back on an even bigger spiderweb, stuck to it and is thus unable to resist as the spider wraps him up tightly in a web.

All of the dwarves had also been captured by giant spiders, having hung them upside down from tree branches, most of them unconscious, but still alive. A spider tows a web-encased Bilbo toward the dwarves, then reaches for him with its jaws, presumably to administer its poison. Bilbo wakes up and realizes what is happening, and just as the spider bends toward him, he manages to swing his sword, which he had been holding, straight up from his body, through the web, and into the spider. He guts it and flings it over the edge of the branch he had been lying on, sending it crashing to the forest floor. Bilbo quickly rips off the cocoon of web he has been wrapped in, looking up, seeing the dwarves wrapped up and hanging from branches, causing Bilbo to hide behind a tree trunk as a spider climbed up the other side of the trunk.

Bilbo pulls out his ring from his pocket and slips it on his finger, and in addition to becoming invisible, he enters the ring’s “other dimension,” and he can suddenly understand what the spiders are saying,

"Kiilll theemm. Kiill theemm" a spider hisses

"Eat them now, while they're nice and runny"

"Their hide is tough. There is good juice inside"

The spiders surround one wrapped dwarf; the dwarf kicks, but can’t do much when wrapped up so tightly

"Stick it again! Stick it again! Finish it off!"

"Ahh! The meat’s alive and kicking!"

"Kill them, kill them now. Let us feast"

Bilbo, holding his sword in front of him, approaches the spiders, ducking just in time as a spider crawls along a branch above him, going toward the dwarves. Bilbo throws a piece of wood away and to the side, causing all the spiders to rush after the source of noise, thinking it's more of their new meal,

"What is it? What is it? Kill it! Feast! Feast!"

"Fat and juicy. Just a little taste." One spider says, staying behind to a squirming Bombur

The spider drops Bombur to the tree trunk and prepares to eat him, but Bilbo sneaks up and strikes it on its rear with his sword, causing the spider to spin around and hiss, but Bilbo is invisible to it. Bilbo keeps slicing at it, slicing away a leg and part of its head,

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