Queer lodgings The party stay at Beorn's house. Beorn is a huge man who turns into a bear. He gives them food and ponies for the journey. Gandalf leaves the party at the edge of Mirkwood.
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Flies and spiders Mirkwood is a dark gloomy forest. Thorin is captured by wood elves. The other dwarves, except Bilbo, are captured by giant spiders. Bilbo rescues the dwarves from the spiders.