As the dwarves escape an attack of spiders in Mirkwood, Thorin Oakenshield is captured by Thranduil's soldiers. The other dwarves are eager for a fight, but they know better than to try to take on these elves. Though since the darkness of Dol Guldur has driven Thranduil North, he still has much power. Such a power is one that could take on Erebor before the dwarves even have a chance to reclaim it. Still, there is very bad blood between them.

"Who is this now?" Thranduil says as Thorin brought forward.

"It has been a long time since Thorin Oakenshield has travelled this far East," Thranduil says haughtily from his throne, "For what purpose?"

Thorin says nothing and looks down at his feet. He doesn't want to give Thranduil the impression that he's there to take back Erebor. If the elves find out that Smaug has not been seen for many decades, surely they would take up arms and steal their gold. "I have business in Laketown," he lies.

"Laketown?" Thranduil repeats, "Don't mistake me for a fool. I know why you're here."

"I have long since waited for your return," he adds.

Thorin swallows hard and shifts his weight. He tries to stand up taller, but the elven guard holds him down. They tower over him, tall like trees, making him seem the height of a child.

"You mean to take back Erebor?" Thranduil adds, laughing, "It is folly."

"With no help from you," Thorin says sharply, "Though I already knew we'd receive none."

"Such an attitude coming from a man who let his kingdom fall," Thranduil says, "Thorin Oakenshield already fancies himself a king."

Thranduil and his soldiers laugh. Thorin's shoulders tense and the grip on the back of his coat tightens. He opens his mouth to say something, but he can find no words. "And you have the nerve to pass through my kingdom," Thranduil says.

"You're kingdom is beginning to be overrun," Thorin says, "Just as mine was."

"Do not compare your filthy cave to my kingdom," Thranduil bellows.

Thranduil leans back slowly, regaining his composure, and says, "You are not alone, I see."

The other dwarves are brought forward to the king. Bilbo follows them in secret, ring on hand. He hangs far back, intending to remain unnoticed. The dwarves are blindfolded and sad-sack. They hardly give off the impression of the dawrven warriors of old. The elven warriors slip their blindfolds off and step backward, forming a semi-circle around them. They brandish daggers, crossing them together, forming a chain. They have no way out. "This is your band of warriors? Tinkerers? Toymakers? Farmhands," he pauses, "You've got to be joking."

"I'd take any one of these men over the finest elvish army you can muster," Thorin says proudly.

"Would you now?" Thranduil says, "I hardly think this band of misfits can reclaim Erebor."

"What business is that of yours?" Thorin asks, "You'd love to see us slaughtered."

"This is true," he says, smiling.

"Let us go," Thorin hisses, changing the subject, his band of dwarves grunting in agreement.

"Why should I?" Thranduil asks, "When I can claim Erebor easily for myself. And make you our prisoners."

"Prisoners?" Kili mumbles, "In our own kingdom!"

"What was that?" Thranduil asks.

"Your own kingdom?" he adds, laughing.

"It will be ours again," Balin says, "Under the rule of Thorin."

"Your mind has slowed with age, Balin, son of Fundin," Thranduil says, "You were once a great warrior. Why now do you share in these delusions?"

"I may be aging, yes, my Lord, but my mind is as sharp as it has ever been. I have known Thorin his whole life," he pauses, looking up at Thorin, "And I believe he will be a great king."

Thranduil says, "And how do you plan to take back Erebor with..." he pauses to count, "Only thirteen men?"

"There's thirteen of us and one Smaug," Dwalin says.

"If it was that easy you would not have let the dragon take your city in the first place," Thranduil points out, adding, "But answer me this,"

He pauses and says, "What of your gold?"

"I'm not sure I understand," Thorin says, confused.

"Your gold brought the beast here, and it destroyed much of my forest," he says, leaning forward, "We deserve payment."

"You deserve nothing!" Thorin bellows, "And I hope you get less."

"Listen...to...me," Thranduil hisses, lowly, stepping from his throne, facing Thorin alone, "I will kill you all. Every last dwarf."

He leans in close to his face, "I will receive payment for your grandfather's greed."

"You've made us pay quite enough," Thorin says, "You watched comfortably from the hills while my people were slaughtered."

He adds, "I saw you."

"What business would an elf have helping a dwarf?" Thranduil says, "They care nothing about others, and only think of their golden treasures."

"It seems to me that you describe yourself," Thorin retorts, "I would have gladly welcomed you in friendship with your aid."

"An elf of my kingdom will never share in the company of dwarves," Thranduil spits, "This I am sure."

"At last," Thorin starts, "Something on which we can both agree."

Thranduil hisses and steps back from him. "Where is Tauriel?" he asks his soldiers, "Where is my son?"

"They are searching for orc hoards in the South, my Lord," a tall, strawberry-blonde haired elf says.

"Hmph," he says, "They are never here when I need them."

"They should be back soon," the solider adds, "If I know anything of Tauriel and Prince Legolas."

"Always chasing rag-tag bands of orcs through the forest," Thranduil says, "Yes."

Thranduil turns back to the dwarves and says, "You are now my prisoners. You knew the risk when you stepped into my forests," he pauses and orders, "Take them to their cells."

The Soldiers take the dwarves away, much to their dismay, and are put in the dungeons. Bilbo follows them, invisible, through the halls, trying his best to remember the way out. "Thorin," he whispers as quietly as he can.

Thorin looks up but sees no-one. "I will get you out of here," Bilbo says.

"Bilbo?" he asks, confused, "Where are you?"

"Right in front of you," Bilbo says, "You just can't see me."

"I have a plan," he announces.

This puzzles Thorin, but he nods and slinks back deeper into his cell. Bilbo continues down the line, whispering his plans to every dwarf that could possibly hear him speak. Soon, the word spreads that Bilbo is coming to help them. "We were so close," Fili says, discouraged.

"Don't give up so easily, Fili," Balin says, "Erebor is still within our grasp."

"If Bilbo ever gets us out of here," Kili says, "And I hope he does it quickly."

Meanwhile, miles away in the forest, Legolas, Tauriel, and a small band of warriors, the Woodland Guard, search for nomadic hoards of orcs that have infiltrated their lands. As they walk through what once was their mighty kingdom, the forest gets darker. What once was the expansive forest, Greenwood the Great, is now Mirkwood. Some have even gone as far to call it Taur-nu-Fuin, the Forest of Great Fear. Trouble could be waiting anywhere, this part of the forest is no longer safe. It is riddled with orcs and massive dangerous spiders. What once was great and good is gone, replaced with evil.

"The shadow of Dol Guldur has fallen upon this place," Legolas says as he strides beside Tauriel, the female head of the Woodland Guard.

"Nothing grows here anymore," he adds.

"Something evil is at work here," Tauriel says, her all-seeing elf-eyes scanning the trees for assailants.

Moments later Tauriel throws up her fist, commanding the soldiers to stop, "Daro!"

"Mani naa ta?" (What is it?) Legolas asks, turning to her.

"Ú-iston," (I don't know) she says, leading them forward, "Khila amin." (Follow me)

The leaves rustle beside them and orcs suddenly stream out from behind the trees. They bellow, brandishing their crude, rusted weapons. "Gurth gothrim lye!" (Death to our foes!) Tauriel bellows, pulling two daggers off her back, slicing an orc's throat.

Legolas fires arrows into orcs left and right, picking off almost all of those who charge them at a distance. Their company of warriors carry long curved elvish blades for hand to hand combat. Though many of the great warriors protect Thranduil and their home, Legolas' company is not without might. Tirladiel, his beautiful near silver-haired cousin fights alongside him. Altherion, a highly regarded warrior who fought in the Battle of Dagorlad also accompanies them. He narrowly escaped disaster, being one of the few elves of his kind that did not find their fate in the Dead Marshes. Brother and sister Emerion and Rodwen were also fine warriors, accompanying King Thranduil himself to the Battle of the Gladden Fields, a valiant effort to try to save Isildur, the former King of Gondor from a hoard of orcs. Four more elves, Imthraien, Faeron, Eredhyan, and Nithwë also accompany them.

The battle rages for a few minutes, and the elves decimate the orc forces. The elves sustain no casualties, just a few minor abrasions. The orcs' numbers are far too few, fifty at the most. To elves that are accustomed to fighting orcs by the thousand, fifty doesn't seem quite like much. Unlike the orcs they've fought in the past, they are smaller, and far more raggedy. They seem to be some sort of new breed of orcs.

Legolas catches Tauriel's eye for a moment as she grabs the last remaining orc by the throat. "Where do you come from?" she asks, "Who created you?"

The orc does not answer and she tightens her grip. "Tell me now and I might reward you with a quick death."

The orc laughs and she demands information again, "Scum!" she yells, "Who is your master?"

The orc laughs harder, which angers Tauriel. She pokes one of her daggers into his throat. "Do you find something funny, you filth?" she sticks it further in scratching his skin, drawing blood, but not wounding him.

Legolas quickly calls, "Tauriel," she looks over her shoulder towards him.

Legolas shakes his head barely noticeably and says, "Rodwen, come, bind his hands."

"Am man theled?" (For what purpose?) Tauriel asks.

"To take him to my father," Legolas says, as Rodwen ties the orc's hands with thick elvish rope.

The orc bellows and grunts as the ropes touch his flesh. It burns him like cold fire. "Could we not just kill him?" Tauriel asks.

"Cormlle naa tanya tel'raa, Tauriel," (Your heart is that of a lion) Legolas says, smiling, "N'ndengina ho." (Don't kill him)

"Aminnaa lle nai," (I am yours to command) Tauriel says begrudgingly, walking away from him.

"Emerion, Rodwen," Legolas calls, "Disarm him. We take this orc as prisoner, to my father for questioning."

The orc snarls loudly and Tauriel turns, ready to kill it, but second-guesses herself, considering Legolas' words. She cannot defy the commands of a prince.

"We return home," Legolas calls, rousing the guard a few moments later, taking the lead.

Tauriel walks a few steps behind him, upset with herself or him, she did not know. "Are you upset with me?" Legolas calls back to her, but she does not answer.

"Fair enough," he whispers, turning back around.

"I'm 2600 years old," Tauriel says, suddenly beside Legolas, "And an accomplished warrior."

She adds, "I have been defending your state for an age."

"Peditham hi sui vellyn?" (May we speak as friends now?) Legolas asks, eager to level the playing field between them, to speak freely.

Tauriel nods, "There is always more that can be learned," Legolas says, looking into her eyes, adding, "For me as well."

"But I am sure that the filth will not speak," Tauriel says, "It is folly."

"Still," Legolas says, "We will try."

Their conversation falls apart for a moment, and they walk for a moment silently.

"I watched you today," Tauriel says, "Lle naa curucuar." (You are a skillful bowman)

"For a prince," she adds.

Legolas laughs, but is not used to people joking at his expense. As a prince, he outranks her. But he asked her to speak freely, and freely she spoke. "You're brave," he says, "Very brave."

"Lle naa belegohtar," (You are a mighty warrior) he adds.

"Amin edhel." (I am an elf) she says flatly.

The company, with the captured orc forges north back to their home. Legolas' worry is only growing by the day. It seems as though, like the dwarves, they will never regain their taken land. Nonetheless, he shall try.

A few hours later, the Woodland Guard arrives to face Thranduil. "Yallume!" (At last!) Thranduil says, "Ionneg." (My son)

"Father," he starts, "We were attacked by orcs-"

Thranduil cuts him off, "Where?"

"Ten miles off from the Old Forest Road, My Lord," Legolas says.

"I see," he says, "You seem to have missed something rather large."

"What?" Legolas asks.

"There will be time to explain," Thranduil says, waving him off, "Continue."

"We were attacked by a hoard of orcs, much larger than we have ever seen, but still few in numbers," Legolas says, "And they were different. New."

"New orcs?" Thranduil says, puzzled, "How can this be true?"

"We are unsure, my Lord," Tauriel says, "We believe they were of Dol Guldur."

"We took a prisoner," Legolas says.

Rodwen, and Emerion lead the orc up the steps to Thranduil. The orc falls on his knees, not by choice, before the king. "Curious," he says.

"Where do you come from?" he asks.

The orc hisses and spits on him. "Answer me!" the king demands, getting close to the orc's face, "Or die."

"Your death will come," the orc says, struggling, "Death to a king with a broken kingdom."

"You like killing things, orc?" Tauriel asks.

"You like death?" Tauriel adds, steeping forward, "Then let me give it to you."

"Tauriel!" the king shouts before she can thrust a sword through him, "That is quite enough."

"Where do you come from?" Thranduil asks again, growing impatient.

The orc laughs and Thranduil motions for Tauriel to step forward. She thrusts her blade clean through him, and he falls back, dying. "Amon Lanc," he hisses through the pain, near laughing.

He seems proud to die, happy even. The orc's eyes soon glaze over, he is dead. "Who would be doing this?" Thranduil asks, to no-one, "The shadow of Dol Guldur grows ever so dark over my kingdom. But why?"

"Take him away," he adds, gesturing to the foul-smelling dead orc.

"What has happened on the Old Forest Road?" Legolas reminds his father.

"Thorin Oakenshield has returned," he says lowly, "The dwarves think they can take back Erebor."

"How do you know this?" Legolas asks, "Prophecy?"

"No," Thranduil says, "Thorin and his company were captured on the Old Forest Road."

"Where are they?" Legolas asks, "How many are there?"

The king approaches Legolas alone, "Thirteen dwarves were captured. I've sent scouts out to see if there are others, though I think there's only thirteen," Thranduil says, "I have thrown them into the dungeons."

"Why now?" Legolas whispers, "What of Smaug?"

"I have not seen or heard of the beast in sixty years," Thranduil says, "Perhaps the dragon is dead. Or has abandoned the mountain."

"Dragons don't just abandon their gold," Legolas says confidently.

"Nonetheless, I think it is time to act," Thranduil says.

"What will you have me do?" Legolas asks.

"Devise a plan to take the mountain," Thranduil says, "Prepare the guard."

"Yes, my Lord," Legolas says, giving his father a light bow and turning down the steps.

"Lle ume quel, Ionneg," (You did well, my son) Thranduil calls to him.

Legolas turns and nods his head in thanks, not used to getting praise from his father. He sets off to his quarters to devise a plan of attack.

"What of the dwarves, my Lord?" Tauriel asks, the only one left before him.

"Once we take Erebor they will become our slaves," Thranduil says, "Unless of course we decide to kill them."

"Posto vae, Tauriel," (Rest well, Tauriel) he adds, relieving her of her duties, "Abarad." (Until Tomorrow)

The dwarves in the dungeon begin to get antsy, "When will Bilbo be back?" Ori asks.

"Not soon enough for supper," Bombur says, eager for a meal.

"Do you ever think of anything except food?" Bifur asks sarcastically.

Thorin quiets them, "Be silent," he says as he hears footsteps in the hall.

Bilbo appears suddenly, and many of the dwarves gasp. He motions to the guard, who is napping, and makes an unlocking motion with his hand. He slips the ring back on behind his back and creeps over to the sleeping soldier.

The ring of keys runs through the guard's belt. Bilbo studies it for a moment, wondering how best to get at it. He decides he must be quick. He rips the keys off his belt in one swift movement. The guard stirs, but does not awaken. Bilbo cups his hands around they keys, trying to stifle the noise.

He tries many keys before he finds one that unlocks one of the doors. The first to be freed are Thorin, Balin, Kili, and Fili. Bilbo says, "Stay in your cells!" he adds, "In case someone comes!"

Bilbo frees the rest of the dwarves and they poor out into the hall of the dungeon. "Now," Bilbo starts, taking off the ring once more, "I've been observing the elves all afternoon. They use barrels to transport goods downstream."

"If we get inside those barrels, we can escape down the river relatively unnoticed," Bilbo adds.

"They might be fine for a Hobbit, but how does a fullygrown dwarf fit into a barrel?" Nori asks.

"You'll just have to squeeze!" Bilbo says.

"It's the best plan we've got," Thorin says, "Do what he says."

Bilbo nods to Thorin in thanks. "To the river?" he asks.

"To the river," Thorin repeats, leading the dwarves to their escape.

Minutes later, the news has reached Thranduil that the dwarves have escaped. "How?" he asks, intensely angered, "How did they escape?"

"I am not sure, my Lord," the dungeon guard says, "They just sort of slipped away."

"How did they get your keys?" Thranduil asks.

"Well...I sort of..." the guard trails off, "Fell asleep."

"You what?" Thranduil says, enraged.

"I'm sorry, my Lord," the guard says.

"Take him to the dungeon," Thranduil hisses.

Thranduil turns away from his soldiers and servants and to his throne. His head throbs with pain and anger. "Father?" Legolas says.

"We have lost our chance," Thranduil says, refusing to turn to face his son.

"We could stop them," Legolas says.

"They'll be halfway to the Lonely Mountain by now," Thranduil says, turning towards him, the wheels turning in his head. He has a new idea.

"We will let the dwarves attempt to reclaim the mountain," he says, "Then we make for Erebor, and take their gold as compensation."

"That gold does not belong to us," Legolas says, "What do they owe us?"

"When Erebor fell, a great shadow fell over our kingdom," Thranduil says, "Our forests burned from the fire of Smaug, Dol Guldur's evil took our land, our whole realm has fallen to ruin."

"Then let us take it back," Legolas says.

"We will, my son," Thranduil says, "And we shall start with their gold."

"Glory shall be restored to the house of Thranduil," he says, thrilled with the possibility of reclaiming his power. His lust and greed has taken hold.