Bilbo and the dwarves begin to go through the dark and dreadful forest of Mirkwood. They come to the enchanted stream Beorn warned about, and Bilbo sees a boat on the other side. With great difficulty, they use iron hooks from their packs to pull the boat toward them. They have just disembarked on the other side when they are startled by a deer leaping the stream. Thorin fires an arrow at him, as they need the meat, and in the confusion Bombur sets the boat adrift and falls into the stream. When they pull him out, he is asleep—enchanted by the waters of the stream. More deer appear, and the dwarves use all their arrows trying to kill one.
Bilbo and the dwarves travel on, hungry and discouraged, through the forest of Mirkwood, carrying the sleeping Bombur. Bilbo tries to find where the forest ends by climbing a tree to survey, but they are in a valley and he cannot see above the tops of the surrounding trees. They eat the last of their food that night.
The next morning, Bombur wakes up from a dream of a feast in the woods; he remembers nothing of their journey. Bilbo and the dwarves see a twinkling light ahead of them in the forest and follow it to find a party of feasting elves, who disappear when the dwarves approach. Thorin sends Bilbo alone into their midst but they disappear again; Thorin himself goes, but the elves disappear a third time. Bilbo dozes off, dreaming of dinner.
He awakes to find himself bound up by the sticky threads spun by a giant spider. With some difficulty, he frees himself and kills the spider with his sword. He passes out from the exertion and when he regains consciousness, he finds that he feels much braver. He names his sword Sting. He puts on his ring, becoming invisible, and goes looking for his friends. He finds the dwarves bound as he had been, hanging in spider webs guarded by giant spiders. Bilbo throws stones to scare spiders off and uses his sword to free the dwarves. He reveals the secret of the ring to the dwarves and lures the spiders into a battle, wounding and killing some and frightening others away.
In the meantime, Thorin has been captured by the Wood-elves who were feasting in the forest. They take him to their king, who has him thrown in the dungeon.
