Kili had loved the forest growing up. He and his older brother Fili had spent their youth chasing rabbits, picking berries and playing hide and seek among sweet smelling pine and oak. As young men, they'd honed their targeting, trapping and tracking skills there, often spending nights away from home at impromptu camps.

But this forest—the Mirkwood—wasn't like the safe, welcoming woods of their youth. It felt not only foreboding, but off somehow. Yet their Uncle Thorin had assured their party that through it lay the quickest path to Erebor.

Earlier that afternoon, Thorin had taken his nephews aside and told them that Gandalf was concerned about the safety of his fellow wizard, Radagast. Gandalf wished Thorin, Kili and Fili to accompany him to Radagast's home. This detour required the party to separate for a few days.

So it came to pass that Kili found himself with only his brother, uncle and the wizard for company that evening. The young dwarf couldn't help shake the feeling that, as the travelers set up camp for the night, something was watching them. As darkness fell, the feeling only intensified.

He'd mentioned his concerns to Fili privately after a long internal debate. His brother shut him down quickly. "Don't tell Thorin you're afraid!" Fili had insisted. "He'll regret bringing both of us along."

Kili took his brother's advice and kept his fears to himself.

As far as spiders went, Rachne was a relative youngster. She didn't remember being born, or her youth. She only remembered being hungry. She and her kindred made the Mirkwood their home, preying on hapless creatures—or those more clever creatures they were lucky enough to catch unawares.

But their prey was normally of the animal variety. Bi-pedal humanoids were a rare site in the woods of late. Rachne's heart leapt with joy when she spied the foursome trekking through her hunting grounds. She would follow them, she decided. It wouldn't be long before she'd catch one of them alone and unguarded, and a most satisfying dinner indeed would be hers.

A pair of fat rabbits roasted over the spit. Rhadaghast would not approve, Gandalf noted. But, oh, they smelled lovely. He smiled, stomach rumbling in anticipation.

Thorin sat with his back against a stump, and appeared to be dozing.

Fili and Kili sat on a fallen log near the fire. Every few minutes, Fili leaned over to turn and baste their dinner. Kili, whom Gandalf rarely caught without a mischievous twinkle in his eye, was instead staring moodily into the depths of the campfire.

"What troubles you, Kili?" Gandalf asked the youngest member of their party.

Kili raised his eyes to meet the wizard's. He took a deep breath "I think there's something out there," he admitted.

"Kili… not again!" Fili sighed. Thorin and I checked our perimeter before we set up camp. "This is a good spot, and a safe one."

"Truly, nephew," Thorin spoke up, eyes still closed. "Your skittishness is beginning to become cloying."

"Skittishness?" Kili scoffed. "Uncle, you told me when I answered your call to the quest that my ability to track—to sense things—would be a great asset to the party. Now you choose to ignore it?" A sudden jab from Fili's elbow didn't soften Kili's accusation. "How am I to prove my worth if you ignore my concerns?"

"We're all a little scared here, Kili," his brother told him, in a placating tone. "All on edge. It's only right you'd feel danger here in the woods. After all, we're here because Gandalf is worried about Radghast out here all alone."

"I understand that, brother, I do," Kili sighed. "I shouldn't have said anything," he murmured, eyeing Thorin. "I probably should have stayed home with Mum."

"Now you're talking sense, boy," Thorin said sharply. "If every noise a forest makes sets you on edge, I'd hate to see what will happen if we face a hoarde of orcs!"

Fili felt his brother trembling next to him. He knew he should say something in Kili's defense. After all, he did trust Kili's judgement. But he was with his King, and didn't want to appear weak in front of Thorin. "Dinner's ready," he announced, instead. He rose to remove their meal from the spit and serve it, sending an apologetic glance at his distraught brother.

Gandalf moved to Kili's side. He produced a flask from within his travel satchel. "Kili," he said gently. "I only open this flask on special occasions, when I require a little extra… fortitude." He held the silver container out to Kili.

Kili accepted the beverage with a noticeably shaking hand. "Thank you, Gandalf," he said softly. In the firelight, the wizard could see the young dwarf was fighting tears. He took a tentative sip, and winced. "It's strong." He took a longer pull.

"Something tells me it needs to be," the wizard replied gently, taking a sip himself. "Families are messy. Royal families even more so. Sometimes the best you can do is to remind each other that you're related for better or for worse...and try to keep the maiming and killing to a minimum."

"I just want them to be proud of me, is all," Kili admitted, accepting the flask once again.

"They will be, Kili," Gandalf rubbed the youth's back warmly. "They will be."