Halien heard the marching of an army and turned to look at the horizon as Gandalf said, "Ironfoot." Her chest tightened and knew that he spoke of Dain Ironfoot, Lord of the dwarves in the Iron Hills and Thorin's cousin. He was the only other dwarf next to Thorin, Fili, and Kili who could claim the throne of Durin and rule over Erebor should they all fall.

Thranduil commanded the elven army to about-face and they all turned, preparing to face the Iron Hills army. Gandalf explained to Bilbo who Dain Ironfoot was and that he always found Thorin the more reasonable of the two.

"Good morning!" Dain called. "How are we all?" His boar came to a stop, his army as well behind him. "I have a wee proposition if you wouldn't mind giving me a few more licks of your time?" He looked at the elves and Men. "Would you consider just sodding off?!" he shouted, scaring some of the Men. "All of you, right now!"

"Stand fast!" Bard ordered, trying to calm his men.

"Come now, Lord Dain," Gandalf said, hoping to reason with the dwarf lord.

"Gandalf the Grey," Dain said, not too happy to see the wizard. "Tell this rabble to leave, or I'll water the ground with their blood!"

Halien pushed her way through to reach Gandalf and she looked at Dain. "Lord Dain Ironfoot, keeper of the Iron Hills. I graciously beg your forgiveness, but we cannot and will not adhere to your request," she called, bowing to the dwarf lord.

"And who are you, lassie? An elf wench who thinks she can stand up to me?" Dain retorted, laughing.

Halien ignored the comment and stood upright, taking on her regal disposition. "I am Halien, wife of Thorin Oakenshield and mother to his son, Frerin II. As Queen of Erebor, by marriage to your cousin, I humbly ask that you refrain from hurting my family or my people and that we may resolve this peacefully."

Dain started to laugh. "You? Queen of Erebor? An elf? Ha! Is this a joke?"

Halien ignored the disrespect. "I understand that you could not possibly understand, as my father had not, but I assure you that I speak the truth. I was the ambassador of my people to Erebor many years ago before the dragon came, and I did my duties well. Now, I will ask you once more, as the wife of the King under the Mountain, please do not cause any bloodshed. A promise was made and it must be kept."

Gandalf walked forward. "There is no need for war between Dwarves, Men, and Elves. A legion of Orc marches on the mountain. Stand your army down."

"I will not stand down before any Elf, not even one who would make such claims to be Queen of Erebor!" Dain replied. "Least not this faithless, woodland sprite!" he added, gesturing towards Thranduil. "He wishes nothing but ill upon my people. If he chooses to stand between me and my kin, I'll split his pretty head open! See if he's still smirking then!"

"He's clearly mad," Thranduil said, smirking indeed. "Like his cousin."

"You hear that lads? Let's give these bastards a good hammering!" Dain called to his men, circling back towards his men.

As the elves readied themselves, the ground began to shake and large worm-like beasts burst forth from the ground. Halien stared in fear as they disappeared back into the ground and hordes of Orcs came flooding from the holes left behind the worms.

"No..."

Dain and his men moved into position and charged at the onslaught of Orcs. Halien looked at her father and gaped at him as he did nothing. She ran to her father and looked at him.

"Father, why won't you help them?" she demanded.

Thranduil looked from her to the dwarves of the Iron Hills, the sons of Durin, as they charged into their deaths.

"Father!"

When he would not answer, she whistled for Torwen. She mounted up into the saddle and looked at the dwarves. "If you will do nothing, as you did before the dragon came for the mountain, then once again I will honor the alliance you forsook so long ago." Halien looked at her father. "I thought perhaps you had changed, Ada, but it would seem that I was wrong." She urged her mare forward.

"Halien, wait!" Bard called to her, catching up to her before she left ally lines. "You cannot go alone!"

Halien looked at him. "What am I to do then, Bard? I will not let my family or my people be slaughtered by Orcs!"

Behind them, Thranduil decided to take action and ordered his men to ready themselves.

Halien smiled. "Thank you, Ada."

Thranduil nodded. "I do this for you and my grandson and the sake of my people. Nothing more."

Halien nodded and charged forward. Bard and the others charged with them, but he and the Men were cut off from Halien and the elves and dwarves. Halien watched as they made for Dale, trying to reach the women, children, and wounded. She turned and watched Dain's boar fall to a spear. As she tried to reach him, an Orc cut down Torwen, and Halien was thrown from the saddle. She called to her mare, but it was no use. The mare she had grown up with, that she had bonded with beyond measure, was dead.

Halien fought back her tears and saw her father rushing past, heading towards Dale. She heard Bard calling for her so she summoned her magik and moved a mound of earth up beneath her and she forced it forward, guiding her to the ramparts of Dale. She leaped off the mound of earth, letting it crumble beneath her as she landed on the stone wall of the ramparts. She searched for Bard, for his children and her son, cutting her way through the Orcs. She came around the bend of a street and saw Bard flying down the street towards a troll that was about to attack his children and Frerin. She ran to him as he took down the troll and embraced his children.

"Halien!" Tilda called, running to her.

Halien embraced the girl and held her close. "Thank the ancestors you're safe!" She looked up as Sigrid, Bane, and Bard came to join them. Halien hugged them and looked down at her son who had begun to cry. She reached out to him and told him everything was going to be alright, that she was safe. He seemed to calm down as soon as she reached out to him and opened his eyes to look at her. She looked up at Sigrid and asked how he was doing.

"He misses his mother, but he is fine otherwise. He's a brave lad, for one so little." Sigrid said, smiling. "We've kept him safe as I promised."

Halien smiled. "Thank you, Sigrid." She looked up as more Orcs came towards them, but she used the ice from the falling snow and shot shards of ice at the Orcs. She looked at Bard. "They need to get somewhere safe, somewhere easy to fortify."

Bard looked at her and nodded, then turned to his son. "Get the women and children to the great hall. Locks the doors, barricade them, and do not come out for anything or anyone but me. Do you understand?"

Bane nodded and took off with his sisters, Frerin, and Alfrid- who was asked to go with them. Bard looked at Halien.

"We need to fight them back. For our children's sake."

Halien nodded and they gathered the men. They began their attack against the Orcs and fought them back. The elves soon joined them and they were able to quickly overrun the Orcs within Dale and force their retreat. Halien went to find Gandalf and she found him and Bilbo on the northern side ramparts. As she came to join them, Legolas returned with Tauriel and news. She hurried over as her brother explained that Azog the Defiler had sent his son, Bolg, to Gundabad to gather the Orcs there and they were nearly upon them.

"They're coming from the north?" Halien asked, looking at her brother.

He nodded. Halien looked in that direction and saw Raven Hill in the sunlight. Her heart fell and she turned to look at Gandalf.

'Mithrandir, Thorin is up there!'

Gandalf turned and looked at her. "Halien..."

"I must go."

Bard came over and watched her starting to leave. "Halien, where are you going?"

"Thorin is up there, on Raven Hill, and he does not know what is coming for him. I must go." Halien then hugged him. "Look after my son, if I don't return." Before anyone could stop her, she ran past the people of Dale and passed her father as he gathered his men.