AN: Okay everyone here is an alternate ending to the spider scene in DOS and my story Spiders (what if Tauriel didn't save Kili). The first little bit is from my story Spiders so for those of you who've read it, that's why it's familiar. I can't promise it won't be heart-breaking but I can promise it's not a death fic. Anyways, enjoy!

DISCLAIMER: I own nothing of The Hobbit or the movie.

"Come on, keep up!" Thorin shouts to Fili and Kili, having seen them lagging behind, as well as the rest of the company as he runs down the make shift path away from the spiders. Fili and Kili swiftly follow after them, running down the path. Kili hears a sound behind him and he stops, turning around and searching the forest but not seeing anything. Further down the path, a spider jumps in front of Thorin and the rest of the company, halting them in their escape. Thorin, who is in the lead, immediately raises his sword, readying himself for a fight. There is a noise from up in the trees and the company looks up to see an Elf running and sliding through the trees, jumping and grabbing the web the spider used to descend in front of the company. The elf, Legolas, slides down the web and lands on the spider, stabbing it and ending its life. Legolas surfs off it and lands in front of the Dwarves, his bow and arrow drawn and ready to fire. The Dwarves instantly go raise their weapons in defensive mode but find they are surrounded by a group of Elves with their bows drawn on them as well.

"Do not think I won't kill you dwarf. It would be my pleasure," Legolas says, glaring Thorin down as Thorin's sword has risen in defense.

"Help!" Kili's shout echoes through the woods, sending shivers down Fili's spine. Fili's eyes widen and he spins around, searching the woods behind him.

"Kili!" Fili shouts, taking a step forward. He had thought his brother was right behind him this whole time. Fili quickly begins moving towards where he has heard his brothers' shout but an Elf moves in front of him, his bow still pointing at him, his face void of emotion. Fili glares at him, his fists clenching as he wants to attack this Elf for daring to prevent him from helping his brother when he is in danger.

KILIFILIKILIFILIKILIFILIKILIFILIKILIFILIKILIFILI

Not seeing anything in the forest around them, Kili turns back around to catch up to the company, seeing them further down the path than he'd like. Fili's back is to him but Kili sees the spider descend from the treetops and stop their momentum. There is another sound behind Kili and he swivels around, readying his sword but it's knocked from his hand by a spider practically on top of him. Kili's eyes grow wide just before the spider attacks him and then send him to the ground. Kili hits the forest floor hard, the wind knocked out of him. He doesn't have time to react before the spider grabs his foot and begins dragging him along the forest floor away from the company, and more importantly, his brother.

"Help!" Kili shouts as his hands instantly begin grabbing at the ground for anything to stop the spider from dragging him to Mahal knows where. Kili notices more spiders appearing around him and knows he's not getting out of this one on his own. Kili feels the panic set in and he begins looking around for his brother, knowing he'd be there to help him out of this; Fili's always there. Only this time Fili isn't and Kili feels the dread sink into his stomach. The spider continues to drag Kili away from the company and Kili feels the panic starting to rise and his breath quickening. Before he realizes what he's doing, a panicked yell escapes him.

"Fili!"

KILIFILIKILIFILIKILIFILIKILIFILIKILIFILIKILIFILI

Fili finds himself at a standstill with the Elf in front of him, Fili glaring at him and the Elf staring emotionlessly back. Fili's whole body is tense, ready to attack the Elf to get to his brother. The next sound he hears makes his heart stop.

"Fili!" The sheer panic in his brothers' voice makes Fili's body move completely on instinct. The Elf moves in front of him, once again preventing Fili from getting to his brother and help him. Fili's glares turns ice cold and he notices the slight hesitation appear on the Elf's features.

"My brother is in trouble," Fili says lowly, his voice hard as steel. "Either move or I'll make you move."

The Elf shifts but doesn't move out of the way, not sure what to do; he can see this Dwarf means exactly what he says and, as talented of a warrior the Elf is, he can see this Dwarf will stop at nothing to get to his brother, even an Elf. Legolas' eyes dart to the young Dwarf, hearing the steeliness of the order. Thorin turns his attention to his eldest nephew, his eyes wide; he knows Kili is in trouble and he knows what Fili will do to get to his side. Legolas narrows his eyes at Fili for a moment before shouting an order to the Elf. The Elf glances at Legolas for a brief moment before stepping to the side and allowing Fili past. Fili wastes no time before he rushes towards his brother, stopping suddenly and turning back to face the Elf Prince. Legolas corks an eyebrow, a ghost of a smirk playing at the corner of his lips. Legolas tips his head just slightly and Fili hurries to the group, grabbing his sword and running back towards where he heard his brother shouting for help.

KILIFILIKILIFILIKILIFILIKILIFILIKILIFILIKILIFILI

Kili's eyes widen and he hastily begins grabbing at the ground once again when he sees where the spider is taking him. It's a clearing in the trees and in the middle of it is a giant, thick spider web; but that's not what has his panic rising up another notch. It's the bones and corpses of animals lying haphazardly around the forest floor; the ones with holes on multiple parts of their bodies that are more than likely spider bites. Their bodies are languished from the blood loss and Kili flinches when the spider drags him passed them, their empty eyes staring at him warning him to get away.

Kili hears the spider hissing and knows it's speaking but doesn't understand what it's saying; not sure if he really wants to either. The spider lets go of him for a brief second and Kili takes the moment to jump to his feet and sprint back the way they came. It's a brief moment of reprieve when the spider all but pounces on him and grabs his legs, wrenching to the ground and dragging him back. Kili hears a strangled cry and realizes it's him and he grasps at the ground in terror. It'd be a little different if he at least had a weapon to use, but he has nothing to fight back with; he has no way to protect his self.

He feels his fingers dig into the ground as the dirt and grass is dug up and frees his hands once again. Kili turns and begins kicking at the beast, trying anything to get away. It's short-lived though when the spider quickly begins spinning its web around his feet, effectively holding him tight. Before he can use his hands to grab at anything, the spider winds its web up to his arms, rendering his body useless. He, at least, is relieved to see the spider has left his face open for him to breath. Kili torques his head around trying to see anything that can help him, but comes up empty handed. A shadow above him draws his attention back and his eyes widen in horror when he looks up.

The spider is directly above him and its mouth is open, its fang extending towards him. Kili feels his breath quickening and he begins to squirm in panic, a small whimper escaping him. As the spider's fang descends upon him Kili realizes he wishes it just covered his face. In panic, Kili calls for the one person he has ever looked to for safety.

"Fili!"

KILIFILIKILIFILIKILIFILIKILIFILIKILIFILIKILIFILI

Fili runs through the forest keeping his eyes peeled for any signs of his brother. Fear begins to set in when he can't see any. Fili stops and listens; listens for anything that can help him find where his brother is. Fili hears his breath accelerating and tries to rein it back in, but the thought that his brother could be…No, he's not. He's fine. A strangled, fear filled yell has Fili's head whipping around.

"Kili," Fili whispers before he propels his body in the direction the yell came from. Fili rushes through the forest thinking there is no way Kili had gotten this far into it.

"Fili!" Fili stops dead in his tracks, the blood turning to ice at the pure panic in his brothers' voice. Fili turns his head, the call sounding only a short ways away. He swiftly runs through the trees in the direction the call came from. Fili bursts into a clearing and his feet skid to a stop, his eyes wide in horror. In the middle of the clearing is Kili, bound in a web, his head clear and a giant spider looming over him, its fang sinking into Kili's shoulder.

AN: Please review and give me some feedback! I have to say I'm really proud with how this story is turning out. Thanks for reading!