the dwarves, Bilbo, and Gandalf the Grey, are all on their adventure to get to the secret magic door to Erebor before the last light on the last day of Autumn and right now, they’re in Mirkwood, traveling through the forest and they all see the spider webs everywhere. Then Kili hears a noise…he turns around to check it out, even though the rest of the group is going ahead.

Kili: “hello? Who’s there.?! Come out.!”

Dwarves, Bilbo, and Gandalf: walking ahead, not noticing Kili stopping.

Thorin: heard Kili call out and decided to secretly hang back to watch over Kili to make sure he’s ok.