"I’m going over the wall! Who’s coming with me?” Kili said and started to climb over the rampart.
The other dwarves cheer and agree, preparing to climb down.
"Stand down!” Thorin said glaring ahead at the battle field for a moment be fore turning to walk away from the bewildered looks one his dwarves faces.
"What?” Bofur questions
"Are we to do nothing?” Kili asks angrily.
"I said STAND DOWN!” He snapped glaring at his nephew before turning again and walking away from the gates.
As Thorin walked away, the other look on in shock and surprise. Meanwhile, as Dain and a company of his dwarves rush toward the oncoming Orcs, the Elves stay right where they were. To Bilbo, it was clear that the dwarves were outnumbered.
"The elves, will they not fight?” Bilbo asked Gandalf who turned to Thranduil.
"Thranduil! This is madness!” Gandalf shouted at the king who
Thranduil looks back at the Iron Hills dwarves, who have stopped and built a shield wall with their massive spears pointed outward, lead by the chants of the leader. The orcs are fast approaching the shield wall. Suddenly, right as the Orcs reach the dwarves, the Elves leap up over the shield wall from behind, wielding their swords, and begin raining down blows on the Orcs. As the Elves press forward, the dwarvish shield wall is raised and the dwarves rush forward, cutting down Orcs with their spears. Dain rides furiously through the Orcs, smashing them left and right with his hammer.
As the remaining elves march toward the battle, Gandalf and Bilbo are standing in one place.
" Eh, Gandalf - Is this a good place to stand?" He asked nervously while holding sting defensively.!
At the top of the hill, Azog commands his Orcs.
"Send in the War Beasts!"
Back in Dale, Seldanna was aiding in helping the people to find a place to hide. The dwarves orcs had surprised them and she wanted to save as many as she could before they turned and attacked the city. "Hurry now. Get the elderly and children to safety!" She shouted while holding onto Yevanna tightly. Hearing Azogs voice in the distance unsettled her greatly but she would not allow him to frighten her or over power her any more.
Ailis stood in the darkness of Erabor, she could hear the fighting going on outside she couldn't live like this anymore as she would take a deep breath. "I will not stand here..." she stated as she would soon move through the halls, heading towards the doorway that had allowed them to enter Erabor to begin with. As she did, she went past the armory, hidden in the cove of it was a set of armor she had designed long ago and soons he was adorning it. The black scales gleming as she tied her hair back and she grabbed what she could. As she martched out she put her fingers to her lips and whistled loudly.
It echoed all around, and with it a roar rised with it as Azul rushed out from the woods and towards the mountain as he did, he opened his jaws and set a flame orcs before landing on the ledge. "on durin will fight this day..." she stated coldly glaring down at the gates where the other dwarves stood. "Mother!" FIli stated in alarm watching as his mother mounted Azul and took off into the fight.
The wooden signalling devices change their position to show a new signal. Gandalf, seeing the signal, looks toward the tunnels to see new legions of Orcs, including massive trolls and other monsters, come out. Thranduil shouts to his troops. “_ _ _” The Elves stop and pull out their bows. “They cannot fight on two fronts. Now we make our move. Attack the city!"
As a horn sound and the signalling device changes again, another legion of Orcs that had been waiting for the signal turn and march toward Dale, which is between the current battle and the tunnels. “Azog - he’s trying to cut us off” They see massive trolls, each large enough to carry multiple other dwarves and wooden structures such as catapults on their back, march toward the city along with the armies of Orcs. “All of you, fall back to Dale! Now!” Bard, the Lakepeople, Gandalf, and Bilbo rush toward the city, trying to intercept the Orcs. “To the city! Bilbo! This way!” The monstrous trolls approaching the city stop at a rise overlooking Dale. They bend over and plant all four legs on the ground, thus making their backs horizontal. On their backs are catapults loaded with large rocks; orcs on the trolls’ backs wind up the gears of the catapults. At a signal from their leader orc, who strikes the ground with his mace, the catapults are released, and the rocks fly toward Dale. They smash into the walls and towers, destroying everything they hit. As Bard, at the front of his army, rides across a bridge into Dale, we see the Orc army approaching the wall from another area. A troll with a giant triangle-shaped rock strapped to his head runs up to the wall and smashes into it headfirst, knocking it down and knocking himself out in the some motion. The orcs behind him rush into the city through the hole, entering the houses and killing whatever people they find.
Arabella turned and fired off arrows at orcs that came after them with Tauriel and Legolas helping to stop as many as they could. Seldanna was given a sword to protect herself for this very moment. "Sigurd take her!" She said and passed Yavanna off to her while she held Gilda's hand and Bain held onto an old sword he had found to protect his sisters and their little friend.
Seldanna turned and fought with her son and his friends. She realized that if she lived through this, she needed to retrain herself. But she refused to let her self lose. To be taken away from her family again.
"Momma! Momma! Com' back!" Yevanna cried out wanting her mother though she clung to Sigrid.
Suddenly a surge of orcs lung at them from out of no where. The girls scream and run off, while Bain blocks a blow and kicks the first orc away and then turns to go after the orcs that have gone after his sisters. "momma!"
Lhing roars out and lunges out an orc at his mistress when she turned at the sounds of the children's screams but found them gone and only orcs and humans to be seen with a mixing of elven soldiers in their place.
"Yevanna?! Sigrid!" She shouted. "We will find Mother! I swear it." He said. "But we must fight for them until then."
Across the city, bard and his fighters broke through one of the open gates and into a crowd of frightened people. He called out to them, "My children! Where are my children?”
One woman heard him and called back to him as she kept running for her life, "I saw them. They were down in the old market with the elf Queen!"
"The market?! Where are they now? Tilda! Sigrid!” He shouted desperately.
Percy, at that moment, runs up at the head of a company of the Laketown soldiers.
"Bard, Orcs are storming over the causeway!”
"Get the bowmen to the eastern parapet! Hold them off for as long as you can!”
"Archers, this way!” Percy shouts and runs off with his group. Bard turns back to his search, calling out for his children as he run for the market. As he runs, calling their names, more fleeing people run pass him shouting, "The orcs have taken Stone Street! The market’s overrun!”
"The rest of you, follow me!” He shouted determinedly to his group of fighters s that followed after him.
Bard and his group encounters the orcs as they begin pouring out of the Market and they begin fighting.
Elsewhere in Dale, Gandalf and Bilbo are also fighting the orcs. A group of townspeople run toward the orcs, and Alfrid is running with them.
"Charge! Onward! To the death!” He shouts just before stopping, panting for breath, he ducks into a door way to hide one he is sure no one or thing sees him.
But just after ducking into his hiding spot, Sigrid, Tilda and a crying Yevanna run passed him screaming as orcs chase after them. Bain, using the many ally's and streets, got around the orcs and jumps out and runs his sword through and kills the lead orc. Sigrid and told turn after their brother killed and first orc, but were to late in warning him as the second orc gives him a kick to his side and knocks him to the ground. The orc swings at him, only to get his sword caught on an old tree overhead. Bain uses this chance to thrust his sword into the orc, killing it as well. He jumps up to his feet and takes Tildas hand in free one and he and his sisters run round a corner and see their father fighting further up the lane, uphill from them.
"DA!” Sigrid shouts.
"Da! We’re down here!” Tilda joins in while Bain waves his arms to get his fathers Attention. "Here!”
Bard hears them and turns to see them, looking relieved. However, his expressions changes to shock when he sees a troll enter the lane behind the children, throwing men many feet away with a single blow of his mace. The troll sees the children and growls, causing them to turn and the girls scream. Yevanna turns and buried her face into Sigrid shoulder.
Bain jumps infront of them and held his sword out in defense as they all quickly try backing away.
They are too far away for Bard to reach them in time, and he looks around frantically. As the troll approaches the children, Bard tilts upright a cart that had been laying sideways in the courtyard. He scrambles into it and launches it down the avenue toward the children. The troll raises its mace to smash the children, but pauses in surprise when it sees Bard hurtling toward it in the cart.
"BAIN, SIGRID - GET DOWN!” He shouts.
They throw themselves to the floor as the cart bounces over them. It then smashes into the troll and sends it flying; Bard is also thrown forward, and he manages to thrust his sword into the troll’s heart in a flying strike. The troll with a grunt of death slides down the wall and onto his side, bars going with him but manages to stay on his feet. He turns to his children who scramble into their fathers arms and they embrace tightly. "Come on." He says as the sounds of raging orcs begins to get closer and they turn to run.
They manage to find a place to stop for a moment and he turns to them, not realizing that Alfrid is there in a new hiding spot, listening.
"Listen - I need you to gather the women and children. Take them to the Great Hall and barricade the door.” He said and take Bain sword from him, needing to take it himself, having realized that he left his in the troll.
"You must not come out for any reason!”
"We wanna stay with you!” Gilda cried. Alfrid like the coward that he was, saw this as an opportunity to get get somewhere safe and to protect him self.
He steps out, "Show your father some respect! You leave it to me, sire. " he said and grabbed the girls arms. "You heard him, we make for the great Hall!”
"Alfrid, women and children only. I need every man fighting. See that you return!” He says and shoves the sword at him.
"I’ll get them to safety, sire, my sword is yours command.” He said and then notices orcs coming their way and he rushes the children to move. As they go, he begins rounding up the people he sees., "Get up!” He shouted to an older man who could not fight. Before Bane goes, bars reaches and holds Bain’s face earnestly.
"Look after them!” Bain nods and turns to go after them.
"Shift it, granny!” Alfrid said as Bain catches up to him and Alfrid rudely tosses him the sword after they out of sight of Bard, who goes back to the battle at hand.
"Hurry! We have to get to the great Hall!" Bain said calling for it to the women, children and the elderly to Safety.
As they approach the Great Hall, Alfrid runs and pushes his way through the people, knocking many of them over in his haste to reach the doors.
"Out of my way! Abandon the cripples!”
As more and more orcs and trolls enter the city, Thranduil rides his elk into the city by crossing one of the bridges. As he crosses, his elk tramples many orcs. The elk lowers its horns and spears five orcs at the same time, lifting them up so that Thranduil can behead all of them with one swing of his sword. As they thunder into the city, the elk is killed by multiple Orc arrows to the chest. As it falls, Thranduil leaps clear and rolls. He comes up from his roll to find himself surrounded by orcs. He pulls out both his sword and begins fighting them, soon reinforced by his elven foot troops.
In the city, the men, elves, and orc all fight each other, and the orcs seems to have the upper hand because of their massive numbers. Azog watches from his hilltop vantage point. “They cannot hold the city. The Dwarves are almost spent." In the plains in front of Erebor, the Iron Hills dwarves are being driven back by the orcs. Orcs manage to kill Dain’s war pig. “You buggars!” He begins killing orcs left and right with his hammer and by headbutting them. “Where’s Thorin?! We need him! Where is he?” Ailis would land beside Dain as Azul lashed out at the orcs, "Holed up in Erabor....we should fall back Dain!" she stated her sword bloodied and orc blood coating her face.
From his vantage point, Azog gloats as both battlefronts are being won by the orcs. “Let these lands run with blood! Slaughter them all." Bard would yell out to the others “FALL BACK!”
Meanwhile, in Erebor, Thorin is merely sitting on the throne. Dwalin approaches him. “Since when do we forsake our own people? Thorin, they are dying out there.....your wife is out there fighting for us!....for you!"
"There are halls beneath halls within this mountain - places we can fortify.” He said while pacing about in consistently.
Dwalin looks disappointed and angry while Thorin whispers to himself. "Shore up, make safe. Yes…Yes - that is it. We must move the gold further underground - to safety!”
Thorin begins walking away, but Dwalin angrily calls out to him, "Did you not hear me?! Dain is surrounded! Ailis out there! They’re being slaughtered, Thorin.”
"Many die in war. And Ailis made her choice siding with that theif. Life is cheap. But a treasure such as this cannot be counted in lives lost. It is worth all the blood we can spend!”
"You sit here in these vast halls, with a crown upon your head, and yet you are lesser now than you have ever been!" It pained him to say so, but seinf Thorin like this was awful.
"Do not speak to me as if I was some lowly dwarf lord…”
As he speaks, Thorin is clearly mentally affected.
"As-As if I were still...Thorin...Oakenshield." He voice broke and he seemed to break just a bit more before snapping around on Dwalin, "I AM YOUR KING!”
Thorin roars and pulls out his sword; however, he is so unbalanced that he almost falls over.
Dwalin was unmoving and sad, "You were always my king. You used to know that once. Dwalin bows his head in sorrow, "You cannot see what you have become.”
Thorin straightened out and shouted, "Go! Get out...before I kill you.”
After looking at each other for a while, Dwalin turns and leaves without saying a word. After another moment, Thorin turned and left the throne room, he gab pacing through the halls till he came to the room where they had smothered the dragon in molten gold.
As he walks, he hears the many voices spoke to him, words that he spoke or were spoken to him
"You sit here...with a crown upon your head...you are lesser now than you have ever been..."
"....but a treasure such as this cannot be counted in lives lost...”
".....a sickness lies upon that treasure...”
“...the blind ambition of a mountain-king…”
“...AM I NOT THE KING...”
“...this gold...is ours...and ours alone...”
“...I will not part with a single coin...”
“...he could not see beyond his own desire...”
“...as if I was some lowly dwarf lord…”
“...a sickness that drove your grandfather mad...”
“...this is Thorin, son of Thrain, son of Thror...”
“...I am not my grandfather…my grandfather.”
“...you are the heir to the throne of Durin...”
“...they are dying out there.”
“...take back...take Erebor...”
“...Dain is surrounded... surrounded...is surrounded...Dain is surrounded...”
“...take back your homeland…”
“...you are changed, Thorin...”
“...I am not my grandfather…”
“...is this treasure truly worth more than your honor...”
“...I am not my grandfather…”
The voices suddenly stop, and Thorin looks down and sees the shadowy shape of Smaug sliding beneath the gold.
"......this treasure will be your death…”
Thorin screams as the gold beneath him turns into a sinkhole and he begins drowning, surrounded by gold. He screams as he tries to escape, but keeps getting pulled down. As he disappears beneath the gold, his hallucinations end there and he is left standing in the golden court. He yanks off his crown and throws it to the floor. He has finally comes back to his senses.
"Oh Ailis.....forgive me...." he sighed and turned back to run back to the gates
Ailis was breathing heavily as she would look at Azul, the dragon struggling "Azul get out of here!" she yelled looking at the drake who would shake his head. "get out of here!" she wanted to protect someone as she soon swung her blade slamming it into an orc cutting them down as the orcs were starting to close in. Dain looked over to his cousins wife before yelling “FALL BACK! FALL BACK! TO THE BARRICADE! FALL BACK!.....Ailis you must get out of here!” "I will not leave you all to this fate Dain!...." she stated standing by him.
The remaining dwarves begins retreating toward the gates of Erebor, with the orcs in pursuit. Azog growled out with a grin on his face“Now comes their end. Prepare for the final assault." A signal horn sounds, the the orcs regroup to march on the dwarves. Just inside the gates of Erebor, the dwarves of the Company sit desolately, hearing the cries of battle outside but unable to help their kin. They rise as they see Thorin approaching from further in the mountain, sword drawn. He is no longer dressed in his royal robes and arbor, but in a simple leather outfit. Kili rises and begins shouting. “I will not hide behind a wall of stone, while others fight our battles for us While my aunt fights out there for us!!” Thorin and Kili continue to approach each other. Kili turned to his uncle“It is not in my blood, Thorin...”
Thorin stopped in front of him and looked him in the eyes. "No, it is not. We are sons of Durin. And Durin’s folk do not flee from a fight.”
Thorin lays his hand on Kili’s shoulder, smiling. Kili smiles back at him through his tears. They touch foreheads and Thorins goes to Fili, "there is nothing I can do or say as your father to begin to make up for my actions."
"You were not yourself. Make up with mother and all is forgiven between you and I. But strike her again and I may not be so forgiving." He said with a smile and Thorins smile back, "agreed." They each put a hand to the others shoulder and put their foreheads together before Thorin turned to the rest of the dwarves.
"I have no right to ask this of any of you. Nor do I expect you to do this, but will you follow me one last time?”
The dwarves rise and raise their weapons gladly, clearly able to see that their king had returned them and were ready to follow their leader and friend again.
On the other side of the barricade, Dain and his remaining dwarves stood together facing the hoard of orcs. "Twas an Honor my lady and my queen, to die this day with you." He said and gave her a soft sad smile.
The orcs began to charge when suddenly a horn sounded from the mountain. A large golden bell broke through the wall and caused the dwarves to look in awe and the orcs to stop in shock. On the bells swing back, Thorin and the company came running out, shouting out to arms.
"To the king!" Daub said in happy surprise.
Ailis would look at Dain "I'm not your queen....I am an equal to you and the dwarves that fight with us this day..." she had no right to be a queen, she woudlnt even stand by her husband but she would look back at the orcs reading herself as Azul growled weakly the drake was getting weaker but would not abandon his mistress. Though when the sudden blast of the horn all turned in shock before the blast as the golden bell ripped through the wall, tears soon streamed down her face when she saw Thorin and the others rushing out "Thorin..." she said with a warm smile on her face as she turned to rush to him, Azul raising his head as he roared loudly before a blast of fire left his maw striking down more orcs as Ailis ran to him as Thorin cleared a few orcs she stepped up "your late..." she stated with a smile to him.
In Dale, Bilbo and Gandalf look out at the plain from an abandoned causeway. The dwarves! They’re rallying!” They watch as the dwarves, fighting with new vigour, destroy the orcs. Gandalf looked on with joy “They are rallying to their king!” Bard speaks to his remaining men. “Any men who want to give their last - follow me!” They charge through the city and clash with the orcs, fighting with reckless abandon now that they know the dwarves are back at it.
"Well I had to clear my head." He said and while the others fought for a moment he turned to her, wrapped an arm around her waist and pulled her close and kissed her deeply, passionately, unlike he had in some time. "You have dealt with so much from me and more then I deserve Azyungal." He said softly. "Will you forgive me one last time?" She leaned against him, tears still running down her face as she would raise her bloodied hand and gently ran it against his cheek as she smiled. "the moment I heard the call.....I forgave you Thorin...Oakinshield...." she stated kissing him again as Azul soon lashed his tail out striking down an orc and she would speak "we have a war to win...." she pulled back gripping her sword tightly. "and you have an Orc to kill"
He smiled at her and turned back to fight along side his kin again for some time before calling out to his Cousin.
"Thorin!” Dain called back, "Hold on! I’m coming!”
They continue killing orcs, all the while getting closer to each other. "Hey cousin, what took you so long?!” Dian said as they great each other and hugged each other quickly.
"There’s too many of these buggars, Thorin. I hope you’ve got a plan.”
Thorin looks up to the hilltop on which Azog’s wooden machines and signalling orders and glares.
"Aye - We’re going to take out their leader!”
"Though she can handle her own, look after Ailis."
"In my honor." He said as Thorin strides forward and mounts a large goat that Dain’s army had brought.
"I’m gonna kill that piece of filth!” He said and other rams were taken for dwalin, Kili and fili
Ailis would turn some, "you all handle the things here, Azul and I will take to Dale...Dain can you hold them off here?" "Of course milady!" he stated as Ailis looked at Thorin, "bring back his head Thorin" she called to him with a smile before rushing to Azul who soon took off towards Dale roaring loudly before letting loss another torent of flames over the orcs.
Back in Dale, Gandalf watches human spearmen and archers kill a massive troll. “We may yet survive this.” “GANDALF!” Gandalf kills an orc, then hurries over to where Bilbo is standing at the wall and watching Thorin, Dwalin, Fili, and Kili ride up a spur of the mountain to where Azog is. “It’s Thorin!” Gandalf turned watching “And Fili, Kili...and Dwalin. He’s taking his best warriors!” “To do what?” “To cut the head off the snake.” Atop the hill, Azog hears the sound of goat hooves, and he snarls. Thorin and Co. reach some ruins on top of the hill, killing orcs along the way; there is a frozen river between them and where Azog is.