"Where is he?" Dwalin asked.

"It looks empty," said Kili.

"I think Azog has fled," said Fili.

"I don't think so," Thorin knew his hated enemy was hiding somewhere near.

"Fili, take your brother, scout out the towers, keep low and out of sight. If you see something, report back, do not engage. Do you understand?" Thorin ordered.

"I'll come with you two," said Andriel.

"We have company, goblin mercenaries, no more than a hundred," said Dwalin.

"We'll take care of them, go!" the will-be dwarf king ordered. He and Dwalin slashed and hacked the goblins respectively whereas Raynor threw a grenade blowing multiple goblins then he hosed those ugly humanoids with his Gauss rifle.

Fili, Kili, and Andriel searched the interior. "You two search the lower levels, I'll handle this," the elf said to the younger dwarves and went alone.

"Where is that Orc filth?" Thorin asked.

"Thorin!" someone caught the will-be dwarf king's attention.

"Bilbo!"

"You have to leave here, now! Azog has another army attacking from the north. This watchtower will be completely surrounded, there'll be no way out," the hobbit warned.

"We are so close, that Orc scum is in there. I say we push on," said Dwalin.

"No, that's what he wants. He wants to draw us in, this is a trap," Thorin figured out what his hated enemy intended.

"That pale orc is sure clever than I thought," said Raynor.

Andriel heard footsteps and saw light in all directions as there was no way out for her. "I wish Tychus is here with me," she thought.

"Find Fili, Kili, and Andriel, call them back," Thorin ordered.

"Thorin, are you sure about this?" Dwalin asked.

"Do it, we live to fight another day," the will-be dwarf king ordered.

"Oh no," Bilbo muttered as Azog holding Andriel on her neck appeared.

Azog said something that she would die first and that the dwarves along with the behemoth would follow the same fate. "Goodbye, Tychus," she said her last words into the air before he impaled her through her heart starting from her back. This shocked Raynor, Bilbo, Thorin, and Dwalin; Azog dropped her body shocking Fili and Kili as well.

"No," Tauriel muttered as she and Legolas were too late when they arrived as they saw bats. Legolas grabbed onto a bat, knifing the orc reinforcements on the way, and shot it to take position at a tower.

"What the …" Ezekiel Daun was shocked to see clouds of large bats converging on his ship. "Get off you." When the bats got off and provided air support for the orcs in the battlefield, the ship crash landed. "Damn it!" Without any other choice, he got out alone with dual pistols.

"What was that?" Fili asked and there was no answer. The two dwarves continued slashing orcs on their way.

Azog heard a large thump somewhere and assumed that Raynor was not alone.

"Jim, do you know what that is?" Thorin asked.

"Oh no, it's Ezekiel Daun, he found us," Raynor replied.

"Jim, you'll deal with him," said Dwalin and the ex-marine began finding the bounty hunter.

Bilbo drew Sting that glowed blue as Bolg arrived with orc reinforcements. Dwalin charged at the orcs with his axe hacking them, and the hobbit put down Sting to throw ball-size rocks picking off orcs until Bolg knocked Bilbo unconscious.

"Kili," Tauriel muttered as she saw him and his brother fighting orcs. She went in knifing every orc on her way to find the younger dwarves. "Kili!" she shouted.

"Tauriel!" Kili shouted and began heading towards with his brother following him. The younger dwarves reached the elf and they made an unlikely but effective team.

Thorin alone engaged Azog who used his mace and the blade. The will-be dwarf king managed to knock the pale orc away and began slashing the orc reinforcements. After the pale orc knocked Thorin into the frozen river, Legolas picked off the orcs.

Daun got off from the ship only to find ugly humanoids he had never seen before. "Where is James Raynor? The man in the big suit of armor."

"We don't answer to dogs, Man flesh," an ugly humanoid shouted in common tongue.

"Damn you all! You're going down with Raynor!" Daun prepared his pistols aiming at the ugly humanoids. As they all charged at Daun, the bounty hunter opened fire.

Legolas, Thorin, and Dwalin heard the gunfire and thought that it came from Raynor, however Azog knew it was someone else.

"Jim?" Tauriel muttered as she and the younger dwarves heard the gunfire. The trio began heading towards the source of the noise taking out every orc that stood on their way.

"Daun," Raynor spoke as he recognized gunfire as pistol's and began heading towards the source.

Daun gained pleasure as he gunned down the ugly humanoids on his way, "Where are you, Jim?! I've been looking for you! Do all of your ugly friends have to do all the fighting for you?!" The bounty hunter did not know that the ugly humanoids were also Raynor's enemies.

Tauriel, Fili, and Kili found out that the gunfire came from a man who had a steel arm gunning down every orc attempted to kill him. "Who is he?" Tauriel asked.

"How did he get here?" Fili asked.

"I think Jim will know," Kili replied.

The trio knew that they and the orcs would not stand a chance against a man with powerful weapons and that steel arm. The elf and the younger dwarves hid from the stranger.

The gunfire attracted the attention of orc reinforcements especially Bolg who ordered his surrounding troops to go for it. The spawn of Azog the Defiler found a man with a steel arm shooting more orcs and prepared his bow.

Daun emptied his clips and threw a grenade at a group of ugly humanoids coming for him. After the explosive killed them sending them flying into the air and there were no more ugly humanoids charging towards him, "GAAAHHH!" something pierced onto his back. When the bounty hunter turned his back, an arrow landed into his stomach. Daun saw a powerful ugly humanoid with his bow and discarded his empty pistols. "YAAAHHH!" the bounty hunter screeched as he began running towards the ugly humanoid. "Raaahhh!" another arrow landed on Daun's chest sending him flying backwards and he landed at supine position with the arrow punctured through his heart. The ugly humanoid switched his bow to his mace that had a blade on the end of the handle and approached the dying man. "Vanderspool, I have failed you," Daun said his last words before the ugly humanoid finished him off.

Raynor arrived and found Bolg who turned to face him showing Daun's head, "It was nice of you to avenge Heaven's Devils." Fili, Kili, and Tauriel watched the spawn of Azog threw Daun's head to the ex-marine. Raynor put away his rifle when Bolg charged towards him. The ex-marine caught the handle of the weapon with his left hand and punched the orc on the face. Bolg attempted to club Raynor from behind and the ex-marine dodged it by pivoting. "Say goodnight," Raynor muttered as he drew his revolver and gave a Bolg headshot.

A troll attempted to destroy the tower Legolas was in and the prince of Mirkwood ran out of arrows. He drew Orcrist and jumped down sinking the blade at the troll's brain. The troll rammed the tower with its head committing suicide and Legolas threw the Orcrist at an orc before it could kill Thorin.

Thorin took the Orcrist to engage Azog who had a flail into a fierce combat and the pale orc smirked when another orc army was arriving. Azog's flail cracked the ice and Thorin slashed his hated enemy. After the will-be dwarf king dodged the slash, Radagast arrived with giant eagles to soften up the other army and Beorn jumped off changing into a bear. The eagles swooped to sweep the orcs and grabbed multiples of them then dropped them to their deaths. The eagles also brought down the bats and the orcs were no match for the ferocity of Beorn's bear form. Though Thorin used the freezing water to his advantage, Azog caught him off guard stabbing his foot and burst out of the water. Eventually two hated enemies impaled each other and Azog died first.

Bilbo woke up seeing the eagles attacking the bats, "The eagles are coming." The hobbit found the dying Thorin walking towards the frozen waterfall and the son of Thrain collasped.

"Hey, Bilbo," said Thorin.

"No, don't look, don't move, lie still," the hobbit checked and cover his nose. "Ow."

"I'm glad you're here."

"Shh, shh, shh, shh."

"I wish to part from you in friendship."

"You are not going anywhere, Thorin. You're going to live."

"I would take back my words and my deeds at the gate. You did what only a true friend would do. Forgive me. I was too blind to see. I am so sorry that I have led you into such peril."

"No, I-I'm glad to have shared in your perils, Thorin. Each and every one of them. It is far more than any Baggins deserves."

"Farewell, Master Burglar. Go back to your books and your armchair. Plant your trees, watch them grow. If more people valued home above gold, this world would be a merrier place," Thorin said his last words before passing away.

"No, no, no, no, no, no, Thorin!" said Bilbo but it was useless. "Thorin, don't you dare. Thorin? Look, Thorin. Thorin, hold on. You hold on, you see, the Eagles. The Eagles, the Eagles are here. Thorin, the Eagles." The hobbit burst into tears.

Raynor, Fili, and Legolas saw Kili and Tauriel having a passionate kiss.

"I … cannot go back," Legolas said to his father and Raynor eavesdropped unnoticed.

"Where will you go?"

"I do not know."

"Go north, find the Dunedain. There is a young ranger amongst them, you should meet him. His father Arathorn was a good man, his son might grow to be a great one."

"What is his name?"

"He is known in the wild as Strider, his true name you must discover for yourself," the elf king gave his son direction. "Legolas, you mother loved you, more than anyone, more than life." The father and son bowed to each other before Legolas left to find out the real name of the Dunedain ranger.

Thranduil saw Tauriel kissing Kili and knew that she had fallen in love with the dwarf. The elf king left without interfering.

Gandalf took a seat next to Bilbo and smoked his pipe. They watched 10 dwarves all gathered around the dead Thorin.

"Thorin!" it was Fili as he arrived with his brother, Tauriel, Raynor. The dwarves, elf, and man all crouched to pay their respects.