Disclaimer: I did not create Harry Potter or Lord of the Rings. If only!

Though Legolas fretted this morning, Harry was determined to be off. Morning was the best time to explore the land of shadows after all. His bones still ached a bit but it was much better than yesterday. Of course, he would not be telling the elf that.

"I'm fine, Legolas. It is a simple reconnaissance mission, after all. I'll be back before you know it."

"Yes, stop pestering him. You'd think you're his mother!" Gimli cried out in support. "He's done it before." Having said that, the dwarf pulled Eclipse aside and muttered, "But you should do everything in your power to get back soon. He's a nightmare when he frets." Gimli gave Harry a significant look.

Having been quickly briefed about the missing warriors, there was nothing left to wait for. Harry threw a final farewell towards the small group that came to see him off and vaulted out the window.

The air was glorious beneath his wings. It felt wonderful to stretch them after two days of inactivity. In short time, Harry was gliding over Minas Morgul and on the way to Barad-dûr. Legolas had told him more of the former tower; for Harry had not known its sordid history as home of Sauron. The ground around the area still lay cracked and barren – but a few shoots of green were finally starting to make a stand against the landscape.

Out of the rubble, the ground sloped downwards into a cavern. Harry dived in without hesitation.

As soon as he passed into the shadows, the temperature dropped and Harry suppressed a shiver. It wasn't the air that caused this, he knew. There was something dark, very dark down here. It almost felt like… He shook his head. It couldn't be.

He saw no sign of the men or dwarves for the first room. A few orc carcasses lay scattered about, but they looked to be from the time of the war. He continued flying silently down a long tunnel. As he continued, the feeling of wrongness grew more powerful – yet the darkness also began to whisper to him, with promises of power and riches waiting.

He definitely had a bad feeling about this. It reminded him of a horcrux – yet more persuasive, if it managed to reach this far from its source. He had little hope left for the missing warriors, but Harry couldn't turn around. Mere men would not be able to resist this siren's call. More would die unless Harry stopped it. And he did have experience horcrux hunting; how different could this be?

Eventually, the tunnel began sloping upwards and the bodies of the men and dwarves appeared. It was worse though: they appeared to have been half transformed into failed shadow creatures. They had been winning the battle, but the source remained, Harry realized.

Suddenly, a cavernous hall opened up. It had high vaulted ceilings, from which the barest cracks of light shown through. Shadows danced across the walls and the feeling of evil felt stronger than ever. Perfect, thought Eclipse as he took in all of the shady patches, yet my advantage will also be theirs.

The persuasive part of darkness intensified and buzzed in his ears like angry bees. There was movement against the far wall. Then a voice… a voice that Harry knew better than his own.

"Harry Potter. We finally meet." Came a serpentine hiss.

Harry reared back as if struck. He almost shadow jumped away from surprise but sheer instinct made him act as he always had: to stand his ground against Voldemort.

"Riddle." He replied, thankful that the phoenix mind speech couldn't betray his nerves. "I killed you."

"Hmm?" Came the lilting response. "Oh yes. Him. You did kill Voldemort, foolish boy. But after all those horcruxes, how could you never notice the one watching? I slept with you, ate with you… But the great Harry Potter never noticed that he carried the thing he most detested. "

Harry had become motionless at this point, his mind racing. He was trying not to take his eyes off the roiling mass of shadows, and of the surrounding darkness… but his mind couldn't keep up with this barrage of information. A horcrux of his own? He wanted to scream his anger and fear. But it would do no good to show weakness so Harry kept his thoughts contained.

Had Hermione been wrong? Had this been why Dumbledore killed him? The more he thought about it, the more pieces seemed to fall into place. To think… He had find out more.

"If you were with me, how did you become free? You couldn't escape when I was a baby." He goaded. Voldemort's biggest weakness had always been his pride.

The shadows seem to loom in size and take up an entire wall. An enraged voice replied, "There were many opportunities, you stupid boy. Every time you've nearly died... but then where would I go? Would I feast on a host like Quirrel? Or better yet, maybe I could possess a unicorn." If shadows could sniff, this one definitely sniffed contemptuously at the thought of Harry's old defense teacher. "But when we arrived here, I sensed a great power." A glint that Harry hadn't noticed before flashed; but it was too small to make out. "You were unconscious and nearly dead, so it was quick work to leave – and what power have I discovered. This world has had few great wizards, but this was the work of a great wizard. A ring, forged of seven."

A ring… Harry had heard of the One Ring, of course, with the retellings of the company's adventures. But seven rings – "From the dwarves," he blurted out with surprise. Had Sauron tried to make a better ring out of the seven?

"I really could care less." A bored voice countered. "However it was made, the ring reeked power. And it has allowed me the greatest power: a body. Your attacks against my minions may have worked for now, but I now can create my own army from any species."

Good Merlin, it seemed Tom was longwinded no matter which form. But while he was at it – "So the ring has been doing it then? Causing these shadow transformations?"

A hissing laugh followed his query.

"Ignorant child. As you have gained some of my powers, I have gained yours. The shadows caress me as you may speak the serpent's tongue. And my "shadow" creatures as you call them, were created from none other than your powers. Imagine what your friends will say when they discover the beasts are yours!" the last came out in a sibilant hiss, a sensuous sound that yet reminded harry of chalk screeching across a blackboard. Harry felt his heart stop as he thought of all of those who risked their lives – for something he had inadvertently created. Legolas could have died and it would have been from his horcrux!

The shadows finally coalesced into a being that emerged into the light. A basilisk. It's scales were jet black and glistened in the dappled light.

"Your animagus… it could have gone two ways, you know." A slithering sound began along with a silent, wheezing laugh. "Not that you would know, of course – you always relied on that mudblood to think for you." With a sibilant hissed, the basilisk rose to its full height, completely dwarfing Harry.

"That fateful night, you were bitten and cured by two very powerful beings. It's in your blood. Even then, you fool, even then – your blood could cure the most toxic of wounds or cause them. Channeling that into an animal form only expanded this ability. Yet while you transformed into a bird" another drawn hiss of disdain, "I have embraced the king of serpents. Now prepare, Harry Potter, to die."

The giant snake lunged forward, at speeds unimaginable for animals of flesh and blood. But Harry was just as fast, and already melted into the shadows to reappear above off to the side.

"You always did talk too much, Tom. And you will die just like the other did in the chamber," he taunted.

The snake snapped at him, quick as lightening, but Harry had already disappeared. He reappeared to hover over the basilisk's head. Harry dropped down like he had seen Fawkes do in his first fight against this monster, but had to veer away at the last minute as Tom sensed his movement. The basilisk reared and lunged again, in a fluid motion, nearly clipping Harry.

Harry appeared behind Tom, and managed to briefly rake his claws against the basilisk's scales, but they scattered off the tough hide. He hadn't counted on Tom's tail knocking the wind out of him and Harry was propelled back against the floor. He quickly disappeared again, and getting above the snake again. This time he had a different plan. Harry began crying, while goading, "Hey, Tom. Look up." The basilisk followed his instructions perfectly, as he glanced up as a tear fell. For a second, Harry thought that his plan hadn't worked and the tears had missed… but then there was a sizzling noise and a bellow of rage as one of the basilisk's eyes melted from the venom.

"You will regret that, Harry Potter!" The snake roared.

Unfortunately, the poison hadn't completely destroyed the snake's gaze and the basilisk lunged upwards with one eye locked on Harry. The phoenix had thought he was high enough above the basilisk, but Voldemort somehow used the shadows to propel himself higher than should have been possible. He crashed into Harry.

Harry couldn't react in time and was flung through the air. His reactions were still sluggish from his recent magical exhaustion and Harry could feel the ache of using the magical poison rising up behind his eyes. He had always assumed this oddity came from being a shadow phoenix... it's not like there was a lot of information on the breed. But maybe it came from his own blood's mixture of phoenix tears and basilisk venom.

Before he could hit the wall, he shadow jumped again, even higher than his last position. No matter where the poison came from, he was going to use it. He started to cry again…but nothing happened. He tried to concentrate harder to summon it but h was so tired.

"As if I'm not aware of your recent exhaustion, phoenix." The snake roared. "You're weak. And you will die here."

The snake lunged once more and as Harry flashed into the shadows, the thing impossibly followed him and they both tumbled to the floor on the far side of the hall, with Harry held tight in the basilisk's coils.

Harry wiggled in its grasp, but the coils only tightened, crushing a wing in the process. He couldn't help a keen of pain.

"At long last," came the laughing voice. The pressure tightened and Harry started seeing black dots swim across his vision. "Though this was not the world I intended to conquer, its inhabitants will do quite nicely. The first to be transformed will be your precious friends. Don't think I didn't know about the wizard, dwarf and elf." The snake's body shook with laughter, jostling Harry and sending more shooting pain up his broken wing.

"They could even be my trusted generals, once the shadows have consumed their mind."

In the growing blackness obscuring his vision, Harry began to see red. He let out a wild wave of wandless magic that blasted him across the room. As the phoenix struggled to stand, the basilisk hissed again. "Well met, Potter. I was hoping you wouldn't give up so soon."

Voldemort was right though; Harry remained extremely drained from his healing. There was no way he could win. But dying here meant leaving Middle Earth open to a monster worse than Sauron. And besides… Legolas' face swam into view. He had his own reasons to keep living now.

The basilisk rocketed forward again, mouth open to crush the broken bird. When it's jaw clamped down, it met flesh – but it could not swallow.

"What?" Voldemort cried out – or would have, if his mouth were free. Instead, the basilisk had sunk its fangs into the tail of another tough hide. It looked up, in time to see another basilisk glaring right back. Then it lunged, going straight for the head.

Fangs sank down over eyes, and then pierced into a soft brain. Poison, the natural defense of a basilisk, not a phoenix, leaked out. With a shudder, Tom screamed and trashed. But this was worse than his eye injury, the venom was coursing through his body – then slumped over, dead.

The shadows wrapping Voldemort shrank and a small, black body appeared. It resembled the baby that Voldemort had been before Wormtail's ritual. On one of its pudgy fingers glinted a ring. It whispered promises in Harry's mind, telling him how he could overpower any evil that might threaten Middle Earth, if only he slipped it on. Harry lowered his head to examine the metal. Tom was right: it did appear to be seven rings, fused together. Harry carefully opened his mouth and let more venom drip onto the metal bands.

They hissed and sizzled – then melted into normal gold.

Harry felt woozy. Just like his poison could affect Tom, so too could he feel Tom's bite coursing through his body. It would be so easy to go to sleep and ignore it…

But as he was willing to embrace his greatest fear – the clearest proof of his dark tendencies and Slytherin affiliation in the form of a basilisk – so too could he not give up just yet. There were people waiting on him. With a groan, he willed himself back as a human. It was slow going – the basilisk did not want to relinquish its freedom. But Harry could accept – would accept – this form if it meant he could live to see Legolas again. Slowly, an exhausted man appeared on the cold flagstones. With a sharp crack, he vanished.

A/N: So... plot twist! What do you think? I wanted to give more background into Harry's form and why he had it.

And can you believe another update came this quickly!? I've got one more chapter in the works.. but then I might need inspiration after that. Your comments are always inspiration to pick this story back up. Please read and review!