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.

I fly to the location near Azog and hide behind some rocks. 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.

Azog speaks out loud and then looks around as I peer over a rock, he stops and sniffs the air for a moment.

Azog turns and looks in my direction as I dip down and grip my sword, Aulton had given me a sword of use for this fight along with my bow and arrows. Azog jumps over the rock, and I throw my blade up to block his attack.

Azog smirks as he sees me and speaks to me, but I didn't understand his language. I didn't respond and he growled at me,

"You smell of Oakenshield." Azog growled as he looked over me, I kicked the orc back with some earth and stand up looking at him.

"He means nothing to me." I snapped,

"But you mean something to him." Azog smirked as I took a breath. Azog charged at me, and our weapons clashed.

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." Dwalin asked,

"There are halls beneath halls within this mountain - places we can fortify." Thorin spoke, Dwalin looks disappointed and angry. "Shore up, make safe. Yes…" Thorin spoke, "...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! They're being slaughtered, Thorin. Aurora could die!" Dwalin yelled,

"Many die in war. Life is cheap. But a treasure such as this cannot be counted in lives lost. It is worth all the blood we can spend!" Thorin yelled,

"You sit here in these vast halls, with a crown upon your head, and yet you are lesser now than you have ever been." Dwalin glared,

"Do not speak to me as if I was some lowly dwarf lord…" Thorin snapped, as he speaks, Thorin is clearly mentally affected. "As-As if I were still...Thorin...Oakenshield." Thorin spoke, "I AM YOUR KING!" Thorin roars and pulls out his sword; however, he is so unbalanced that he almost falls over.

"You were always my king. You used to know that once." Dwalin bows his head in sorrow. "You cannot see that you have become." Dwalin sighed,

"Go! Get out...before I kill you." Thorin snarled, after looking at each other for a while, Dwalin turns and leaves.

Thorin walks through the hall in which he tried to drown Smaug; the entire floor is covered in gold a few feet deep. In his head, he hears many of the words that he spoke or were spoken to him earlier.

"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..."

"...treasure…"

"...I will not part with a single coin..."

"...he could not see beyond his own desire..."

"...as if I was some lowly dwarf lord…"

"...Oakenshield..."

"...a sickness that drove your grandfather mad..."

"...Oakenshield..."

"...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... Aurora is going to die…"

"...take back your homeland…"

"...you are changed, Thorin..."

"...I am not my grandfather…"

"…you are not the man I fell in love with…"

"...is this treasure truly worth more than your honour..."

"...I am not my grandfather…"

Thorin held his head, 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 imagination/dream ends. He is standing in the golden court. He yanks off his crown and throws it to the floor. He has finally come back to his senses.

I fall on my back as my sword fell to the side, Azog laughs in my face as he grips my neck with his hand. I choke as he laughs and lets go of me and then punches me in the stomach, I gasp as the wind is knocked out of me and I fall on my knees to the ground. Azog kicks me back into the rock and presses his foot against my chest as I cry out.

I hear the dwarves begin retreating as Azog smiles at the scene. I push against his boot and Azog grabs me and turns me to watch the scene of the dwarves getting chased down.

He begins laughing and shouts to his group. A signal horn sounds, 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 armour, 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!" Kili yelled.

Thorin and Kili continue to approach each other.

"It is not in my blood, Thorin." Kili added. They stop in front of each other.

"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. Thorin turns to the rest of the dwarves. "I have no right to ask this of any of you; but will you follow me one last time?" Thorin asked, the dwarves rise and raise their weapons, ready to follow their leader and friend again.

Dain and his surviving dwarves set up a desperate shield wall in front of the moat by Erebor's gates; the orcs line up by rank, ready to attack them. Azog suddenly stops the orcs with him on the hill from signalling the attack. His hand still around my throat as I was too weak to fight back at this point.

Azog spoke and several heavily armoured trolls shoulder their way to the front of the Orc ranks. Azog spoke again and the orcs sound their signalling horn, and the orcs and trolls begin to march forward.

Suddenly, another trumpet is heard; it is Bombur, atop the wall. The orcs stop in confusion. I look at the wall to see Bombur there.

The barricade of rocks in the gateway of Erebor suddenly smashes outward as it is hit from inside by a giant golden statue that the dwarves had hung up like a bell. The rocks fall forward and make a rough bridge across the moat. Thorin and his dwarves rush out and through the ranks of the Iron Hills dwarves; Azog looks on in shock. Dain begins shouting to his troops.

"TO THE KING! TO THE KING!" Dain yelled,

"Du Bekâr!" Thorin roared as I smiled, I felt Azog grip my throat further as I gagged, and he lifted me up. I screeched as he threw me over his shoulder and walked away.

Thorin leads the way as all the dwarves form a wedge behind him. They smash their way through the orc ranks, releasing their pent-up anger and hatred.

On the battlefield, Thorin defeats an orc. He calls out to Dain, who is not far away.

"Dain!" Thorin called,

"Thorin!" Dain yelled, "Hold on! I'm coming!" Dain added, they continue killing orcs, all the while getting closer to each other.

"Hey cousin, what took you so long?!" Dain asked, in a brief respite, they can meet and hug. "There's too many of these buggars, Thorin. I hope you've got a plan." Dain speaks, Thorin looks up and sees the hilltop on which Azog's wooden machines and signalling orders.

"Aye - We're going to take out their leader!" Thorin spoke,

"Azog..." Dain frowned, Thorin strides forward and mounts a large goat that Dain's army had brought.

"I'm gonna kill that piece of filth!" Thorin yelled, Dwalin, Fili, and Kili, each on a goat, charge toward Azog's hill, smashing through the Orc armies in their way.

"Lead on!" Dwalin yelled, Thorin and Co. are still fighting in the ruins across the frozen river from Azog's stronghold. Having defeated all the enemies at present, they look out across the river at the ruins in which Azog was last seen; his wooden signalling machines are visible through the mist.

"Where is he?" Thorin asked,

"Looks empty. I think Azog has fled!" Kili frowned,

"I don't think so...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 looked to his nephew's, he looked down a moment later and saw some jewellery on the floor, it was a bracelet with a blue gem inside. Thorin looked up in horror,

"Aurora's been here." Thorin spoke as the other dwarves stopped and saw the bracelet,

"She'll be fine Thorin, we will find her." Dwalin spoke, as Thorin looked around he saw some fresh blood on the floor and looked away. He didn't want to believe that she would fall and be so careless… but he pushed her away.

"We have company, Goblin mercenaries. No more than a hundred." Dwalin spoke, they look back the way they came to see goblins running over the ruins toward them.

"We'll take care of them. Go! Go!" Thorin spoke,

"Come on!" Dwalin growled, Thorin put the bracelet in his pocket as he held his blade. As Fili and Kili run towards the river, Thorin and Dwalin prepare to meet the goblins rushing toward them.

Thorin and Dwalin spent a few moments taking down the goblins and continued towards where Azog was last seen.

"Where is that orc filth?" Dwalin snarled, Bilbo appears out of thin air behind him, panting.

"Thorin…" Bilbo spoke, Thorin turned and looked at the hobbit.

"Bilbo!" Thorin went to him,

"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." Bilbo explained,

"We are so close! That orc scum is in there. I say we push on; he has Aurora." Dwalin explained,

"No! That's what he wants. He wants to draw us in…" Thorin suddenly realised, "This is a trap!" Thorin looked around for his nephews.

"Find Fili and Kili! Call them back!" Thorin looked at Dwalin,

"Thorin, are you sure about this? What about Aurora?"

"Do it. We live to fight another day. Aurora is strong, she won't have been captured. I know it." Thorin spoke.

As they turn to leave, they hear a drum sound from Ravenhill. Looking back at the tower, they see a light appear. Atop the tower, Azog appears, dragging a bloodied Fili behind him.