Spider-Man, Nightcrawler, Wolverine, and all related characters belong to Marvel Comics and Twentieth Century Fox. The Lord of the Rings and all related characters belong to the family and estates of J. R. R. Tolkien and a whole bunch of other people who have way more money than me. If any of you guys are reading this please don't sue, because you are stinking rich; I've got zilch, and I'm not making anything off of the use of these characters-I say what I truly think and I may get banned from the Internet.

Chapter one.

Spider-Man groaned as he sat up and looked around. Where am I? he wondered. The last thing he remembered, he had been fighting with Carnage, when that symbiont-covered serial killer unleashed one of his symbiont-blades that cut his web line. The webslinger had tried to fire another another but the web-cartridges in both shooters had run dry. He remembered falling, hitting the ground, and then-.

And now I'm here. He was in the middle of a strange forest that seemed to be unmanaged. And by the looks of it, either the son was about to set or it was very foggy. Toto, we are definitely not in Kansas anymore.

"Thought I smelled something familiar." Spider-Man turned and right behind him were the two X-men Nightcrawler and Wolverine. "How'd you end up here?"

"I have no clue, last thing I knew I had a bout with Kassidy and he cut my web line and I fell down; when I woke up I was here." He shrugged. "Wherever here is."

"That I can't tell you," answered the Canadian mutant. "Me, pointy-ears, and the other X-Men were upstate fighting the Juggernaut-he'd broken out of his holding facility again. He'd grabbed me and threw me over a cliff, Nightcrawler teleported after me. After he grabbed on to me, we ported out-and here we are."

"It vooks alvmost like ze Black Forest in Germany;" said Nightcrawler. "Although-Vy don't vink vit's quite zo-"

Before he could finish Spider-Man stiffened. "I know that look," said Wolverine, "that sixth sense of your is telling you there's danger nearby."

"Yeah," said Spider-Man, "but not to us. Someone else nearby is in trouble." He didn't explain how he knew; heck he didn't fully understand his spider-sense himself. He turned his head, and pointed where the feeling felt the strongest. "From over there."

Logan peered where Spider-Man was pointing. "Looks like the ruins of some old abandoned castle." Then all three of them heard cries coming from the said ruins. "And it sound like they are in trouble." Wolverine looked at Nightcrawler. "Can you teleport us over there?" The demonic-looking German nodded and held out his hands. Wolverine and Spider, who quickly made sure he had a fresh web cartridges in each of his shooters, each took a hand and suddenly BAMF! Disappeared from where they were standing.

Frodo Baggins, Samwise Gamgee, Merry Brandybuck and Pippin Took were scrambling for cover. They had been arguing about the fire the latter three had set up while Frodo was asleep, when all of a sudden, the nine Ringwraiths that had followed them earlier appeared. Samwise grabbed his frying pan, Merry and Pippin took out the short swords their guide Strider had given them, and tried to fight them off. But the wraiths weren't after them; they wanted Frodo the Ring Bearer.

BAMF! Three new strangers suddenly materialized in their midst. Immediately the one wearing red and blue began attacking Ringwraiths, shooting strands of some strange spiderweb-like substance at two of them, pinning their cloaks to the nearby wall. "Hey, you rejects from Elvira's entourage, nine against one is kind of unfair. Maybe seven will help even the odds a little."

Wolverine unleashed his claws and Nightcrawler picked up the sword of one of those ghouls. Unlike Spider-Man, they couldn't sense danger emanating from the Ringwraiths but seeing nine powerful looking creatures armed with swords attacking four small child-like people who were barely armed told them who they should be helping.

Nightcrawler teleported front of the wraith Sam. The blade he carried wasn't the type he was used to fighting with but it would have to do. He slashed and parried, but although he was sure he managed to get several stabs in there seemed to be no body inside the chain mail and cloak-it was as if the clothes themselves were alive.

Two steps away, Wolverine was faring little better. He sliced at the armored chest with his right hand while his left held the wraith's sword. The thing seemed nearly was strong as Sasquatch and although he ripped the front of the mail-shirt off there seemed to be nothing inside.

Of the three Spider-Man was faring the best. He webbed two more wraiths straight to the floor, then leaped over the slash of a third. "What's the matter Lord Vader, got no sense of humor?"

Frodo had no idea who these strangers were, but he was glad. They had distracted the wraiths from him, and if he could just get away-quickly he took the Ring from the chain around his neck, place it on his finger, and disappeared.

That was a mistake.

The ring did not make him invisible to the wraiths. Rather, it drew them to him. Frodo looked up and he could see them with out their cloaks; them seemed as thin, wispy shadows of men. The one closest to him held up his sword-

And suddenly a clawed hand parried the blade. "I don't know what you're after these little guys for," said Wolverine, "but I aint letting anyone unarmed and helpless get cut to pieces on my watch." He brought his other hand down on arm holding th sword, severing the sleeve from the rest of the wraith coat.

But the wraith shot out it's left hand and stabbed a long, slender blade into Wolverine's side.

The short, scrappy man staggered back three feet. Never in his life had he felt such pain, such agony-his entire right side felt as if it was on burning and freezing simultaneously.

Out of nowhere, a man carrying a sword in one hand and a torch in the other jumped behind the wraith. He thrust the torch at the wraith, setting it on fire. The wraith screamed and ran off.

"The fire!" the newcomer said. "They fear the fire!"

"Why didn't someone say so earlier?" said Spider-Man. He shot his weblines at two more wraiths and pulled them into the small campfire. These wraiths screamed and ran off like the other, and th remaining two followed after them.

The stranger looked over at the three. "I don't know who you are, but I thank you for your aid." Now he got a closer look-at Spider-man and Wolverine's masked faces, Nightcrawler's demonic countenance, and the claws from Wolverine's hands. "WHAT are you?"

"Just your friendly Neighborhood Spider-Man," said the mask webslinger. "Although this neighborhood doesn't seem so friendly."

"I'm Kurt Wagner," answered Nightcrawler, "and this is my friend Logan."

"I am called Strider," the man said then looked around. He saw where Spider-Man had webbed the Ringwraiths. "How did you-?"

"Like I said, I'm Spider-Man, I can spin webs." Now Spidey knelt at one of the webbed wraiths-there was only a cloak and mail suit inside the webbing. "What gives?" Seeing Strider's puzzled look he added, "Why are they nothing but armor and cloaks now?"

"These wraiths are spirits, they can only walk in this world when they are garbed so," answered Strider. "When you trapped them, they escaped to go back to their master Sauron."

"Sauron?" asked Spider-Man. "Who's Sauron?"

"You mean you never heard of-" Strider looked at Logan who was clutching his side . Strider looked at the wound. "Never mind that for now. Your friend has been stabbed. He needs medicine."

"I'll be fine. Just give me some time-AAGGHH!"

"He's been stabbed with a Morgul blade; if the poison spreads throughout the body he will become a wraith like those nine. We need to get him to Rivendell where he can be treated and quickly."

He looked at Sam Gamgee. "Do you know of the herb called King's Foot?" Sam nodded, as a gardener he was knowledgeable about plants and herb lore. "Gather some as soon as you see any. It'll slow down the poison."

Strider now turned to Nightcrawler and Spider-Man who had each taken one of their friend's arms over their shoulders. "Follow us. But quickly, we haven't much time."

Logan went in and out of spells of dizziness for the next four days as Spider-Man and Nightcrawler helped him follow Strider and the four little men. The three newcomers learned the little foursome were called 'hobbits,' and their names were Frodo Baggins, Sam Gamgee, Merry Brandybuck, and Pippin Took.

"And what exactly are you three?" asked Pippin, the youngest of the three. "Two of you seem like human men, but men don't have long claws or spin webs, and I've never seen anyone like your friend Kurt here!"

"Logan and I are-," Kurt paused, unsure of what to say, "mutants."

"What're mutants?" joined in Merry, he and Pippin seemed very curious while Frodo and Sam were more serious.

"We're humans, but we're-different."

"Human?" Merry's eyebrow arched up. "You don't look like any kind a of human I've ever seen."

Kurt sighed. At least they didn't act frightened, the way most people did.

"Something happened to their genetic makeup before they were born, that gives them their-abilities," put in Spider-Man. He hadn't said much while he was helping Nightcrawler with Logan; mostly he was thinking about home, and Mary Jane and Aunt May. Somehow, he knew they had been transferred into a different dimension and that they were a very, very, long way from home.

Merry and Pippin both looked puzzled at the words 'genetic makeup,' but went on with their questions. "And what about you?" asked Merry. "Are you a 'mutant' too?"

"Yes," asked Pippin. "And why do you wear that mask? Are you all hideous and disgusting underneath it?"

Now Spider-Man felt his face turn red under his mask. "No, I'm not a mutant, that is I wasn't born like this. I got bit by a-" now he felt the word 'radioactive' wouldn't register here; "-'magic' spider and it gave me spider like abilities. As for the mask-I go out in secret to catch thieves and robbers. I made a lot of enemies doing so, and I don't want them to hurt my loved ones, so I wear this mask to protect them."

"Oh." Merry and Pippin shrugged.

Logan had stirred out of his dizziness spell. "Listen, Pete," he said-Kurt started a little at the name, since he didn't know Spider-Man's identity, "I don't think it'll do you any harm if you take off that mask. If I'm right we're in some other dimension; and I doubt anyone who sees you will be able to threaten your family."

Spider Man carefully hesitated, the pulled of his mask. "And just so you know, my name is Peter Parker," he said carefully. He wasn't comfortable with the idea of telling his secret to strangers, but Logan was right. It was unlikely there would be any immediate threats to his wife or aunt from these people, and he felt he needed for them to trust him. "Now I'd like to ask you a question," asked Spider-Man. "Why are you five headed towards this place called 'Rivendell,' and why were those things after you?"

"I can answer that," said Strider. He turned around wand walked back to the three newcomers. "They are after this." He pointed to the ring Frodo was wearing around his neck.

Peter peered down at the ring, it looked like an ordinary gold band-suddenly he felt his spider-sense go off like like a fire alarm. "All right I believe you."

Kurt looked at Spider-Man, it looked just like an ordinary ring to him. "Are you sure?" he asked.

"Yes I'm positive." Spider-Man looked at Strider. "You can tell us more when we get to this place and our friend is better."

Strider nodded. He was amazed that Logan was still able to walk even with the help of his friends; most men he saw stabbed with a Morgul knife would already be dead or wraiths without treatment by now.

They had reached the edge of the forest when they saw two people on horseback come up. The first was a tall young man who looked a little older than Peter with long blonde hair like Thor's. The second was a woman of such exquisite beauty that Kurt and Peter both stared wide in amazement. She was tall and stately; her skin was like fine porcelain with a delicate pointed chin and slanted almond eyes that looked Asian but were gray, and thick mane of black hair cascaded down her back. The man had similar features but his forehead was wider, giving his face an almost triangular look. And both had pointed ears almost like Kurt's sticking out of their hair.

The woman looked at the three strangers, then at Strider. She spoke to him in a strange language, which he answered back in. She pointed back to the three, and he stood aback and held out his hand.

"These are," he said in the common tongue, "Peter, Kurt, and Logan. They appeared at Weathertop when we were attacked by the Nazgul; they helped us drive them off. But Logan has been stabbed with a Morgul blade, he needs medicine quickly."

"There is no time," said the woman. "The nine have been spotted; they are freshly mounted and gaining on you even as we speak. I must take Frodo here to Rivendell."

"No!" shouted Frodo. "I will not leave my friends in danger!"

The woman looked down at the hobbit. "Did it not occur, little one, that it is because of you that your friends are dangers."

Frodo winced, but then said, "I won't leave Logan here; if it weren't for him I might have been stabbed instead."

Logan took his arms off of Kurt and Peter's shoulders and stepped forward. "I'm well enough," he said through gritted teeth. "I can ride one of those things, let me follow you to this Rivendell place on one."

"Very well. Glorfindal," the woman said to her companion, "give him your horse, I'll take Frodo." The young man nodded and stepped off of his mount.

Logan suppressed a groan as he took the reigns and climbed onto the horse's back. Seeing Frodo get into the saddle in front of the pointy-eared woman he nodded to her. "Lead the way."

She took off in a gallop and Logan followed her. It had been years, decades really, since he had last ridden a horse and with each fall of the hoof the pain at his side seemed to double. This horse, however, seemed more responsive than the usual breed and acted at the slightest touch of heel or pull at the bridle.

They had galloped for several miles when Logan heard hoof beats behind him. He looked back and he saw five of the nine shadowy wraiths he'd fought earlier coming after them on huge black chargers. He grit his teeth, ignoring the growing pain, and spurred his horse harder.

He and the woman had just crossed a shallow stream when the woman stopped her horse and turned. She pulled out a long, curved looking sword and held it high above her head. She slowly chanted in that strange language she spoke with Strider earlier.

"Lady!" Logan cried out; he'd stopped his own horse and trotted up to her. The wraiths were coming, getting closer and closer. "Lady, you can't fight those things all by yourself!"

The woman simply ignored him but kept speaking,as the wraiths came closer and closer, until the reached the middle of the stream-.

And a great wave came crashing down, sweeping the wraiths and their horses away.

Logan just stood there, his jaw wide open. He'd seen many strange things in his long life but this-Maybe that Moses guy did the same thing when he parted the Red Sea, he thought, recalling his childhood when he actually believed.

"Come," the woman said."We have to get to Rivendell quickly." She spurred her horse and Logan followed after her.

They had just come to the edges of wide valley filled with trees when Logan felt the pain return-he had completely forgotten it when the wave swept away the wraiths-and his eyes grew blurry. The reins fell from his hands and with a final groan he fell from the saddle.

Daylight crept through Logan's eyelids and slowly he opened them. At first he thought he was back in his room at the Xavier Institute, but then saw everything had a strange ethereal look to it. And sitting right beside the bed was Kurt, dressed in what looked like some Renaissance fair garb, holding a rosary and murmuring something in Latin.

"You're awake." Kurt jumped from his chair and walked out to the door. "Everyone! He's awake!"

Peter, who was dressed in a blue and red variety of Kurt's clothes, Strider, the hobbits, that one mysterious lady, a man who looked somewhat like her but looked a little older, and a very old looking man dressed in gray robes came in. Logan thought the last looked something like Magneto without a shave or haircut for a long time but his eyes shined with a merry kindness the X-Men's old enemy lacked.

"I was wondering when you would wake up," the man with the pointed ears said. "I am Elrond Half Elven, and you and your friends are my guests." He indicated the others. "You already know Strider, you've met my daughter Arwen, and this," he said indicated to the graybeard, "is Gandalf the Gray."

"You fell off your horse and were unconscious," the girl-Arwen-said. "We brought you to this house and to this bed but by the time we came with your medicine, you were completely healed."

"Really?" Logan smiled. His healing factor could handle a lot but he'd never felt anything quite as bad as that Morgul blade.

"Indeed," added Gandalf. "Even the strongest usually succumb if they are not treated quickly, but somehow, you seem to have recovered fully."

"I'm a quick healer," Logan simply shrugged.

"Maybe. But nonetheless there is much we have to discuss. We shall have a meeting within seven days, when I will tell you all everything.

End of prologue.

Okay, how was that? Tell me what you think, because if I don't get any reviews I won't continue with this story.

When I thought this up I imagined Logan's healing factor would be able to fight off the effects of a Morgul blade but it would give him a real fight. And his being able to ride a horse-well, when you consider how long he's lived and that he spent most of his early life on the Canadian frontier, it's not that unlikely. And there's another one of our trio from the Marvel Universe who can handel a horse pretty well too because of his background guess which one.

And finally, do you think Peter's going to find what he needs to make more web fluid in Rivendell? Because he's gonna need it!