Hey, everybody. Back with another chapter.

Sorry it took so long to get this up. But, I have been very busy…because I just got married! Woo-hoo! I have been very occupied with the wedding and honeymoon, but I am back and ready to write.

Also, I'm going to skip Gandalf's search of Dol Guldur and his capture, as it will be the exact same as in the extended edition of the movie. However, I will show Red Skull having a brief conversation with him before the army leaves Dol Guldur.

Also, this is the longest chapter of this story so far, and it covers the rest of "The Desolation of Smaug". Hope you like it.

Let's get to it.

Guest: Um, I don't know. The massive age difference is something to consider. Also, I just don't see them having a lot in common. If you want to try, though, go for it.


Chapter 20- Smaug

Steve again grips Kili tightly as the dwarf thrashes slightly in agony. Despite being reluctant to initially after the previous night, Bard had let them in after seeing how bad Kili was. Since then, Bard and his family had been trying to help Steve and the dwarves help Kili, but Kili just seemed to get worse. Now, it's clear he's in critical condition. The feeling is becoming much more tense in the home.

"Can you not do something?" Fili asks Steve and Oin desperately.

"I don't have any experience with something like this," Steve says, knowing that his first aid knowledge is virtually useless here.

Even Oin is feeling frustrated that his efforts so far have failed, but also trying to figure out what he might be able to do. "I need herbs. Something to bring down his fever," Oin says, concern lacing his voice.

In his kitchen, just feet away, Bard can hear Oin perfectly, and quickly reaches for where he stores a number of herbs on the ceiling. "I have nightshade. I have feverfew," Bard calls to Oin, trying to sort out the herbs and remember which bag has which herb.

Oin shakes his head as he says, "They're of no use to me. Do you have any kingsfoil?"

"No. It's a weed. We feed it to the pigs," Bard responds, wondering what he could want kingsfoil for.

"Pigs? Weed," Bofur mutters, thinking. Then, hoping that is enough information to be able to find some kingsfoil, he turns to Kili and says, "Right. Don't move." Bofur then hurries out of the house. As he does, Steve rolls his eyes that Bofur actually thought he had to say that to Kili.


T'Challa sighs a bit as he leans back against the wall of stone behind him. The Company had taken to waiting just outside the Hidden Door after Balin took Bilbo in to search for the Arkenstone. T'Challa had not been a fan of sending Bilbo in alone, but also realized that anyone else going with him would increase the chances of the dragon waking up and finding Bilbo.

Balin comes and sits beside T'Challa. After a few moments, the elderly Dwarf asks, "Do you believe Bilbo can succeed?"

"I believe in him. And I hope he does, for all our sakes," T'Challa says, staring off into the distance.

"If only the rest of your Avenger friends had come. Perhaps then, we could have made quick work of Smaug," Balin says.

"Perhaps. But perhaps not. We cannot concern ourselves with possibilities we cannot achieve, but only by what lies within the realm of possibility," T'Challa says. Balin just stares at the Wakandan for several moments, taking in T'Challa's words, before he begins to smile and nod.

Suddenly, T'Challa's ears catch something. Listening intently, he can very faintly hear something from within the Mountain. Then, before he can bring it up, there is the sound of a massive impact, and the very ground shakes around them.

Everyone is quickly on their feet, and T'Challa's gaze immediately turns to the Hiden Door. Ori, the youngest of the dwarves and the least knowledgeable, asks aloud, "Was that an earthquake?"

T'Challa immediately realizes that was no earthquake, and his heart sinks as he recognizes it's source. At the same time, Balin stands up beside T'Challa and says aloud, "That, my lad," before turning to face the Company and saying, "Was a dragon." Everyone is quiet, wondering what on earth is going to happen.


Steve tightens his grip slightly on Kili as Kili again strains against him from the pain. As Kili grunts in pain, Steve suddenly hears a faint rumbling, and the house shakes ever so slightly, causing some dust to fall from the ceiling.

Steve immediately swivels his head around, wondering what that could've been. Then, a dark realization hits him and worry starts to creep in as he thinks of the likely cause. His suspicion is only confirmed when Bain, standing at the window, looks out before looking to his father and saying, "It's coming from the mountain."

There is quiet except for Kili's moans for a few moments. Then, Fili steps towards Bard and says, "You should leave. Take your children get out of here." Fili knows that he won't leave Kili, and there's no hope of them escaping in time. However, Fili also feels that Bard and his children shouldn't have to suffer because of the Company's actions.

Bard, however, doesn't share Fili's optimism. "And go where? There is nowhere to go," Bard says.

"Bard, if Smaug gets any thought in his head that the Company may have come to Lake Town, he's coming here. You need to leave, even if there's nowhere to go. Better to find somewhere to go later than be here when Smaug comes. And there are options. The Woodland Realm. The Iron Hills. Even Rohan or Gondor," Steve says, remembering the latter two realms of Men from maps he's seen of Middle Earth.

"We would never make it, Steve," Bard says, thinking either Smaug or Orcs would catch them before they made it to safety.

Realizing what could happen, and that Smaug may soon come to Lake-Town, young Tilda begins to feel very afraid. "Are we going to die, Da?" she asks her father.

Bard turns to his youngest, trying to make himself look calm and collected for his children. He smiles slightly at Tilda before saying, "No, darling."

Tilda doesn't share her father's optimism. "The dragon. It's going to kill us," she points out, wondering her father can be so hopeful.

Bard looks at his children for a few moments, then turns his gaze to the ceiling just above him. Then, he reaches up into a tangled mess of nets, bags, and rope, grabs something, and yanks. Something long and metal comes free, and Bard lowers his arm to his side. As he does, Steve and everyone see what it is. A massive arrow, easily as tall as a man, made entirely of metal, and an intricately designed arrowhead. And all of them recognize what it is.

"Not if I kill it first," Bard says firmly as he grips the Black Arrow tightly.


T'Challa glances into the passageway leading into the Mountain, and can see a faint glow, knowing something is going on. Beside him, Ori sees the glow as well, and turns to Thorin as he voices concern, "What about Bilbo?"

Without even hesitating, and without so much as twitching his head in the direction of the Hidden Door, Thorin says, "Give him more time?"

T'Challa looks at Thorin in shock, wondering when he became so uncaring towards Bilbo. Balin is similarly stunned as he demands, "Time to do what? To be killed?"

Throin turns towards Balin, who stares definitely back at Thorin. Balin had always been behind Thorin. Never had he acted this way towards Thorin. After allowing the surprise of Balin's attitude to pass, Thorin narrows his eyes as he says in a rather condescending tone, "You're afraid."

Balin looks at Thorin for a moment before saying, "Yes. I'm afraid. I fear for you," pointing a finger at Thorin in an almost accusing manner. He pauses, then continues, "A sickness lies upon that treasure hoard. A sickness which drove your grandfather mad!"

"I am not my grandfather," Thorin says dismissively, turning away from Balin.

"You're not yourself! The Thorin I know would not hesitate to go in there and…" Balin continues to lecture Thorin.

Thorin abruptly cuts off Balin as he declares, "I will not risk this quest for the life of one burglar!"

T'Challa glares at Thorin, furious that Thorin seems to now think of Bilbo as little more than a tool. "His name is Bilbo Baggins, Thorin," T'Challa says angrily, drawing the attention of everyone, including Thorin. He takes a step towards Thorin, then, as he clenches his fists so tightly his knuckles crack, says, "And in case you've forgotten, he's not the one who swore to reclaim Erebor."

Thorin looks back at T'Challa with a glare for a moment, but then his expression softens as T'Challa's words begin to hit home. Yes, Bilbo was designated as the burglar. But how can he ignore his oath?


In a gibbet hanging from a pillar in Dol Guldur, Gandalf rests hopelessly against the bars. He had thought his search was going to be productive when he discovered Thrain, Thorin's father, in Dol Guldur. Then, Azog had ambushed them. In their attempt to flee from Azog, Gandalf and Thrain had run right into the Necromancer, who had quickly kiled Thrain. Gandalf had attempted to stand up to the Ncromancer, but his foe had beaten him. Only after destroying Gandalf's staff and restraining the Wizard had the Necromancer finally revealed his true identity: the Dark Lord Sauron himself. Just as Gandalf had predicted.

Despite what Gandalf thought when Sauron first revealed himself, the Dark Lord did not kill him. Instead, for whatever reason, he had imprisoned him in this gibbet hanging over the fortress, where Gandalf could watch all that was happening in Dol Guldur.

Now, as Gandalf stirs in the cage, he hears a series of horns blowing. Turning the cage, he sees a dreadful sight. A large army of Moria Orcs, clad in armor and wielding a host of weapons, marching out of the fortress, accompanied by Trolls, Wargs, and other creatures.

As Gandalf watches them go in despair, he hears something behind. The sound of footsteps over stone. Turning around, he sees Schmidt walking towards him. Schmidt is wearing a dark suit of armor, forged by himself and of a much superior quality than those of the Orcs. His sword, also forged by himself, hangs at his side. And under his arm is a peaked, skull-like war helm.

"Who are you?" Gandalf asks weakly.

Schmidt laughs, his laughter echoing around them. "I am the one in command of this army. A servant of the One."

"Who are you?" Gandalf demands again. As he looks at Schmidt, he feels like he should know him. He also feels slight alarm at how much this man before him sounds like Elrond.

Schmidt smirks arrogantly. "Well, you should know all about me. After all, haven't you been travelling with Captain America? I'm surprised he hasn't shared his stories of our battles," he says.

Gandalf's expression instantly changes as he finally makes the connection, horror spreading through him. "You are him. Steve's greatest enemy. Johann Schmidt. The one they call the Red Skull." He pauses for a second, then says, "You are the one now called the Captain of Dol Guldur."

Schmidt laughs again. "Correct, wizard. When I touched the tesseract, I wasn't destroyed. Instead, I was sent here to Middle Earth, landing not far from here. When I came upon this fortress, I discovered Lord Sauron. Sensing my potential, he made me his captain."

Gandalf looks at Schmidt, remembering all the stories Steve shared about him. Then, he says, "It will be to your downfall. If you believe Sauron will tolerate your towering ambition, you know nothing of him."

Schmidt only laughs in response to Gandalf's attempt to get under his skin. "We will see, wizard," Schmidt says snidely. He pauses, then says, I hope you enjoy the view of the army. Soon enough, I will stand victorious at the Gates of the Lonely Mountain." Scmidt then puts on his war helm. As he does, Gandalf thinks for a moment he sees a glint of light, but doesn't see what could've caused it.

Schmidt smirks as he lowers his hands, his face now partially concealed by his helm. "I don't envy what the master has planned for you. But, until my return, have fun." Schmidt then turns and walks away, ready to take his rightful place at the head of the army. As he walks away, Gandalf watches him go, his heart filled with despair knowing that Schmidt is here and is serving Sauron. He says a quick prayer to the Illuvatar that Schmidt has not applied his genius that Steve spoke of to develop new weapons or creatures for the Dark Lord.


Steve sighs a bit as Kili again groans and clenches a little bit from the pain. Bofur has been gone for a little while. And nothing good had been happening in his absence. Kili is getting worse almost by the minute. And worse still, Bain had returned to the house a short time ago, saying that Bard had been arrested by the Master's men and he, Bain, had hid the Black Arrow. Thankfully, according to Bain, the Master's men hadn't seen him, nor were they after him.

As Steve pats Kili's good leg, trying to comfort the dwarf, he suddenly hears something. The roof creaking. But not in a normal manner.

Steve slowly gets to his feet, looking up at the ceiling. There's another creak. This time, Steve is certain it's not natural. Something is moving on the roof, and it sounds too heavy to be a bird. Steve narrows his eyes as he inches towards the spot where his gauntlets are resting.

Suddenly, there's a loud thud from outside, and Steve hears Sigrid scream. He looks over, and sees Sigrid backing into the house, trying to shut the door, but something keeping it open. Then, the other door into the home is kicked open, revealing an Orc standing there.

Oin is close, and reacts quickly, throwing a chain at the Orc. As the Orc stumbles back, a second Orc comes crashing through the roof next to it, growling. Only a moment later, the dor Sigrid is trying to hold closed is wrenched open, and another Orc scurries in. It tries to slash at Sigrid with its sword, but Sigrid manages to duck back just in time, falling onto the ground beside the table.

Steve immediately reacts, lunging towards the Orc that just tried to kill Sigrid and hitting it in the chest with a flying side kick, sending the Orc flying out of the house and over the railing as one of its ribs breaks. Steve then turns and somersaults over the table as Fili tries to tackle another Orc that has barged in through the other door.

An Orc tries to slash at Steve with a knife, but Steve sidesteps and grabs the Orc's wrist. With a sharp twist, he breaks it. He then spins the Orc around and puts it in a headlock, snapping its neck a moment later with a powerful twist. He then picks up the Orc's knife and throws it at another Orc that has just crashed through the ceiling.

Steve whips his head around and sees Bain throwing one of the benches the family uses to sit on at the table at an Orc. Bain then whips around, grabs Steve's gauntlets, and turns back to Steve before shouting, "Steve!" as he throws the gauntlets to Steve.

Steve slides the gauntlets on very quickly, then extends them just before whipping around to block an Orc's blow with its axe. He uses one arm to push the axe aside before delivering a powerful blow to the chest with his other gauntlet, puncturing the Orc's armor and chest and knocking it back into the wall.

Two Orcs leaps on Steve, tackling him to the ground. Steve quickly kicks one of the Orcs off of him before grabbing the other and grappling with it for several moments before he manages to push the Orc off of him. He then raises his elbow and slams it down onto the Orc's throat, killing it.

Right then, an Orc comes through the door, sword raised as it is about to strike Steve. Then, before Steve can react, a hand reaches in from out of sight and slashes its throat. The Orc collapses, and Tauriel steps into view, pulling out her other knife. Everyone looks at her before she steps forward and kicks an Orc in the back of the knee. As the Orc collapses, she stabs it in the side of the head. She then whips around and slashes open the face of an Orc trying to come up behind her. As she does so, Legolas suddenly drops down through a hole in the ceiling created by an Orc crashing through it.

Steve does a kip up as Legolas jumps down from the table he landed on and engages an Orc with one of his knives. Steve ducks under an Orc's wild slash before driving one of his gauntlets into it's face. He then turns and does a front kick to an orc's chest, knocking it back into the wall. Steve then leaps towards it, driving both gauntlets into its chest.

Steve whips around, watching Tauriel running across a wall before kicking an Orc in the face. As she does, Legolas lunges for an Orc and slashes across the side of its neck with a knife. He moves towards another Orc, but Steve gets to its first, delivering a blow to the back of the head strong enough to kill it. Without missing a beat, Legolas moves on to two more Orcs, getting between them and driving a knife into each Orc's chest. As the Orcs fall, he ducks back to avoid another Orc's sword before slashing its face open. As he does, Steve kicks the knee of an Orc before bashing its head in.

Steve turns around and sees Tauriel engaging one of two remaining Orcs. She traps it, and is about to kill it, when Kili suddenly jumps forward and stabs it in the chest with one of Tauriel's knives she had earlier thrown at an Orc to save him. He then falls to the ground, screaming in agony.

One of the last two Orcs, seeing they're outmatched, runs out of the house and leaps over the railing, landing in a boat below. As the boat steadies, the orc turns to Bolg and the rest of the pack, who have arrived, and says in Black Speech, "Oakenshield is gone! And the one called Captain America is here!'

Having heard all about Captain America from Schmidt, and realizing the search is now moot with Thorin being at the mountain, Bolg decides it's time to retreat and regroup. He yells out to the rest of the pack, "Fall back! Regroup at the bridge!"

As the pack begins to leave, inside Bard's home, Legolas is dueling the final Orc. Blocking the Orc's blow, Legolas drives his knife into the Orc's chest. Then, Legolas kicks its body over the railing. The Orc in the boat watches as the body of its fellow falls before hitting the boat, causing the Orc to be launched into the air. The Orc flies up right in front of Legolas, who drives both his knives into the Orc's throat, decapitating it. The body falls into the water as Legolas holds the head on his knives, smirking at it for a moment before also letting it fall into the water.

Inside the house, Bain and his siblings are in shock. "You killed them all," he says in a low voice.

Legolas, having just popped back into the house, says, "There are still many more. Tauriel, come." He starts to head out, then says, "I would appreciate your help, Captain America." Legolas then flips over the railing. Steve hesitates for only a moment before going after him, not wanting any of the pack to escape.


T'Challa hurries around a corner, following Thorin closely. Up ahead, they can see a bright light flashing. Assuming its fire from Smaug, the two hurry faster.

It hadn't taken long before Thorin to realize T'Challa was right. Deciding they had to rescue him, Thorin had led the entire company into the Mountain. He and T'Challa are hurrying as fast as they can, well ahead of the rest of the group.

"Are we almost there?" T'Challa asks.

"Yes! We should be reaching the halls of Erebor in moments!" Thorin says, confident he's right despite never having really used this passage.

Sure enough, only moments later, they spot an archway up ahead, with vast halls visible beyond it. The two kings hurry through the arch, then come to a spot on the landing it opens onto. Both look down at what is before them, and for the first time in his life, T'Challa's mouth falls open. "Bast," he mutters in awe.

Spread out before them in the treasure of Thror. Literal hills of gold and gems spread out as far as the eye can see. The glow of the gold in the artificial light that filters through Erebor is stunning.

As T'Challa looks out over the gold, he finds himself thinking back to the Great Mound in Wakanda. He had always thought of that as a mountain of wealth that made his country very rich. But now, he wonders whether the vibranium of the Great Mound of Thror's treasure is more valuable.

Right then, both kings hear something. Feet over stone. The two turn towards the sound, and see Bilbo running up the stairs towards them. Relief floods T'Challa as he sees Bilbo is alive. Thorin steps towards Bilbo as he says, "You're alive!", his voice sounding with similar relief.

"Not for much longer!" Bilbo cries urgently, his tone making it clear he's been running for a while.

"Did you find the Arkenstone?" Thorin asks.

"The dragon's coming!" Bilbo says urgently. T'Challa is quickly on alert, glancing around for the dragon.

However, Thorin's next words draw T'Challa's attention back to him as he demands of Bilbo, "The Arkenstone. Did you find it?"

"Thorin, not sure that's the most important thing to think about right now," T'Challa says.

Thorin ignores T'Challa, staring at Bilbo. After a moment, Bilbo says, "No. We should get out." He goes to leave, but Thorin sticks out his sword and blocks Bilbo's path. Then, he starts to use the sword to force Bilbo back, as if he wants Bilbo to go back until he's found the Arkenstone.

"Thorin!" T'Challa says angrily before he forces himself between the two. Thorin glares angrily at T'Challa, ready to start shouting.

T'Challa glares back at Thorin. Then, right as he is about to start arguing with Thorin, he hears something. A thud. Then, as more thuds come, he realizes that it sounds like something very large is moving towards them, accompanied by the sound of clinking coins.

T'Challa's heart and face fall. Thorin sees it, and his expression changes to one of confusion before he too hears the sound and his face changes into an "Oh no" expression. Then, as one, the two kings turn towards the sound.

T'Challa's eyes widen as he finally beholds for the first time the dragon Smaug. Now amount of description or watching of popular movies on Earth could prepare T'Challa for his first look at a real dragon. Smaug is bigger than he ever expected. From what he can tell, Smaug is at least 300 feet long, with a wingspan at least as long, if not longer. He looks at least as big as a jumbo jet on Earth, is not bigger. The dragon is covered in massive scales, with most of them being a very dark red, but turning more golden on his belly. His massive crocodilian like head has a crest on the back that begins a line of ridges that run down the length of his back. His massive bat like wings are the same color as his scales, with massive talons about halfway along each one. His fangs look almost as big as a person. But perhaps most striking is his piercing yellow eyes that seem to be boring in on T'Challa even at this distance.

T'Challa and Thorin stare at the dragon for several moments before the rest of the dwarves come rushing in, yelling and brandishing their weapons. As they do, Smaug, sensing his enemies have all revealed themselves, rushes towards them, his chest beginning to glow, bellowing in a deep, monstrous, sinister voice, "YOU WILL BURN!"

"Run!" Thorin shouts. Everyone and begins to run down the stairs, right as Smaug opens his massive jaws and breathes a torrent of fire at them. The fire soars over them, but the Company feels no comfort. They race into a passageway as Smaug begins letting a river of fire, breathing it into every nook and crevice ahead of him.

T'Challa glances behind him and sees Thor about to be caught in some flames. Reacting quickly, he grabs Thorin and yanks the dwarf after him, managing to emerge into a small chamber with just enough time to avoid the flames.

"Come on!" Thorin quickly takes charge, leading the Company out of the Chamber. T'Challa positions himself at the back of the group, knowing that if Smaug finds them, his claws may be the only thing that could penetrate Smaug's armor of scales.

Thorin leads the COmpany through halls and passageways, trying to move quickly, but being more careful the further they get from where they first saw Smaug, not wanting the dragon to hear them. They know that going back to the Hidden Door would be suicide, and that Smaug may well have blocked off the path by snow.

Finally, they reach a stone bridge leading over a deep chasm. As they are about to emerge onto the bridge, Thorin motions for them to halt, urging everyone to be quiet.

The Company stands there for several moments, listening. But no sound reaches their ears. After several moments, Dori whispers hopefully, "We've given him the slip."

"No. He's too cunning for that," Dwalin says.

"Whether we have or not, Smaug's senses are highly attuned. It won't be long before he hears us or smells us out," T'Challa points out.

"Where should we go now?" Bilbo asks.

"The Western Guardroom. There may be a way out," Thorin says, trying to sound optimistic.

"It's too high. There's no chance," Balin protests.

"It's our only chance," Thorin responds curtly. He hesitates, then leads the way out onto the bridge.

The Company follows close behind, walking very carefully to be as quiet as possible. T'Challa is the exception, his boots, designed by Shuri, absorbing the sound of his footsteps. He keeps looking around as he moves ahead of the Company, looking for Smaug.

As the Company reaches the quarter point on the bridge, there is a sudden clink of metal hitting stone. Everyone freezes and looks back, then forward, looking for the sound.

Right then, everyone feels it. The air of something big. Looking up very slowly, the Company sees Smaug's belly above them, coins and gems occasionally falling from where they were stuck between his scales as the dragon moves over them focused on hunting down the Company. Unsure if Smaug is relying on sight and sound only, or if he knows they are there and is just toying with them, they wait several moments to let Smaug pass over them before Thorin motions for everyone to follow him. They make their way slowly along the bridge, watching Smaug until he disappears from sight. Even then, they move even more slowly and quietly.

After what seems like hours, they finally reach the Western Guardroom. Unable to contain his hope that this may be a way out, Thorin runs into the room, but stops short as he enters. As the rest of the Company files in around him, they see why. An opening at the back of the room is caved in. Completely blocked.

"Well, that's it then. There's no way out," Dwalin says.

Privately, T'Challa wants to believe that the Hidden Door might still be an option, or they could head for the Main Gate and see if there's a way out there. But, he recognizes that Smaug would likely find them before they could escape.

It's then that T'Challa's attention is grabbed by what else is in the room. Littering the floor are the remains of many Dwarves, covered in cobwebs, some partially decayed, but most remarkably preserved by the environment in Erebor. T'Challa looks around for a moment before making a symbol with his hand that is a customary Wakandan gesture to honor the fallen.

"The last of our kin. They must have come here, hoping beyond hope," Balin laments the dead dwarves.

Everyone is quiet as they stare at the bodies of the dead dwarves, many feeling despair and hopelessness filling their hearts and minds. Balin finally breaks the silence as he suggests a plan of action, "We could try to reach the mines. We might last a few days."

T'Challa is silent, waiting for Thorin to speak. Thorin slowly takes a step forward, then says, "No. I will not die like this. Cowering. Clawing for breath." He pauses, then turns to face the Company before he says, "We make for the forges."

"He'll see us. Sure as death," Dwalin says, feeling Thorin may have lost it.

"Not if we split up," Thorin adds to his direction.

"Thorin. We'll never make it," Balin says in a hopeless tone.

"Some of us might," Thorin says hopefully before he says more firmly, "Lead him to the forges. We kill the dragon." He pauses, then says firmly and with passion, "If this is to end in fire, then we will all burn together!"

There is quiet for a moment before T'Challa nods and says, "We're with you, Thorin." Though part of him feels there may still be escape options, T'CHalla agrees with Thorin's attitude. If he is to die, then it will be in an attempt to kill Smaug.

Thorin briefly explains his plan, then splits everyone up into groups. He orders Balin, Bilbo, and T'Challa to stay with him, while the others he splits up into pairs or groups of three. Then, at his signal, Thorin runs out of the guardroom.

T'Challa runs ahead of Thorin to lead the way as Bilbo and Balin follow Thorin, all attempts at secrecy and stealth being abandoned. The four have hardly made it any significant distance along the bridge before they hear a crumbling noise right before they hear the fell voice of Smaug declare, "Flee." They all turn to their left, and see Smaug coming around the bend towards them. Arrogantly, Smaug continues to speak as he comes towards them, "Flee. Run for your lives. There is nowhere to hide."

Smaug smirks as he prepares to attack the four ahead of him. Then, he hears a shout from behind him, "Behind you! Worm!" Smaug turns his head around and sees Ori, Dori, and Bombur on a lower bridge behind him.

The three dwarves quickly turn to run as Smaug turns to pursue them. However, Smaug doesn't get very far before Dwalin, who is accompanied by Nori, yells, "Hey, you! Here!" Smaug turns his attention to Dwalin and Nori and quickly begins to pursue them as the two run from him as fast as they can, quickly getting under an arch that will make it harder for Smaug to get to them.

As Smaug thinks about how to get to the two, he sees Bifur and Gloin running along another pathway and smoothly switches targets. He follows them as they run into a series of caverns ahead of them. Unable to follow them into the caverns, Smaug crouches down with his head just outside the caverns, then opens his maw and lets loose a torrent of fire into the caverns. However, Bifur and Gloin manage to make it to the other side of the caverns and into some buckets strung to a kind of conveyor belt, escaping Smaug's sight as the rest of the Company follow their various paths towards the forges.


Steve leaps over a bridge, eyes still focused on the two Orcs he can see just ahead of him. He and Legolas had separated slightly to cover more ground as they pursue the Orcs across Lake Town. They have already killed multiple Orcs trying to escape, but are determined to kill as many of them as possible. All of them if they can.

An Orc suddenly leaps out of an alley and tries to stab Steve with a spear. Steve does a combat roll to avoid the spear and pops back up, ready for a fight. The Orc tries to stab at Steve, but Steve easily ducks. The Orc tries to quickly swing the spear, but Steve raises one of his gauntlets, and the spear breaks against the vibranium. He then does a roundhouse kick, knocking the Orc flying back before he leaps onto the Orc and bashes it face in with a single blow.

Looking around, he sees the two Orcs he was pursuing have disappeared. However, a split second later, he can hear the sounds of combat. He gets a feeling Legolas may need help, and he hurries in the direction of the sounds.

Running around a corner, he sees Legolas being held in a bear hug from behind by Bolg, Orcrist and Bolg's mace lying on the ground.

Steve charges at them. Bolg sees him coming and starts to let go of Legolas to prepare to defend himself, but is too slow to match Steve's speed. Steve jumps up and kicks him in the face. Bolg goes flying back and relinquishes Legolas, but his arms catch on Legolas and still send him tumbling with Bolg.

Bolg tries to get to his feet, but Steve kicks his knee, making Bolg growl in pain. He then tries to drive his gauntlet into Bolg's chest, but to to his surprise, the gauntlet doesn't make it far enough through the iron plates embedded in Bolg's chest to reach his skin. Bolg then grabs Steve by the arm and throws him into a nearby wall.

Steve is surprised by Bolg's strength. As he tries to get up, Bolg stalks towards Steve. He throws a punch at Steve's head, but Steve raises his gauntlets to block the blow. Bolg follows that move up with a kick to Steve's stomach, knocking most of Steve's wind out of him. He then grabs Steve and throws him into another wall.

Bolg stalks towards Steve again. However, as he's about to throw a punch at Steve, Steve kicks Bolg in the shin. Then, before Bolg can recover from the shock, Steve spins on the ground and kicks Bolg's legs out from under him before doing a kip up. However, he immediately sees three orcs swarming towards him and he engages them.

As Steve is fending off the three Orcs, Legolas, who is back on his feet and has reclaimed Orcrist, leaps towards Bolg and tries to drive the sword into Bolg's stomach. However, Bolg rolls out of the way, then raises a leg and kicks Legolas in the face. Two more Orcs rush forward to attack Legolas, giving Bolg the chance to get to his feet and leave, heading for where his warg is waiting.

By now, Steve has killed two of the three Orcs that attacked him. The last one tries to slash at his head with its sword, but Steve deflects it. The orc then tries to stab it into his ribcage, but Steve sidesteps, then steps forward and grabs the Orc in a chokehold. The Orc struggles to break free, but Steve adjusts his grip and breaks its neck. He then lets the corpse fall as Legolas kills the last Orc he's faced with.

The two face each other, looking at each other for a moment before exchanging a nod of gratitude and budding friendship. Steve then notices some blood on Legolas' lip and says, "Your nose is bleeding."

Legolas lifts a finger to his nose, then brings it away and sees the blood on it. He is shocked for a second, but that quickly turns to rage. At that moment, Bolg appear in the distance on his warg, looking towards them before turning to ride away.

Legolas glares after Bolg, then looks to Steve. Without Legolas even needing to say anything, Steve nods and says, "I'm with you."

Legolas and Steve race to where Legolas had left a horse he had used to find Tauriel, and that he and Tauriel had rode to Lake Town. Legolas swings up onto the horse, then offers a hand to Steve. Steve shakes his head and simply says, "I can keep up."

Legolas raises an eyebrow, then remembers what he's already seen of Steve and T'Challa. Dropping the mater, he turns back forward and spurs his horse into a gallop.

The horse races out onto the bridge in pursuit of Bolg. A second later, to Bolg's surprise, he sees Steve off to the side, running at a full sprint, easily keeping pace with the horse. Legolas smiles a bit, amazed once again at the feat of an Avenger.


T'Challa skids to a stop by a doorway as Balin says, "This way! It's this way!" He starts to follow Balin, as does Bilbo, but both stop as they realize Thorin has kept running.

"Thorin!" T'Challa shouts. Thorin hears this and stops, turning back towards them. He starts to come towards them, but stops as Smaug appears at the end of the hall.

"Follow Balin! Both of you!" Thorin says before he turns and starts to run towards the mine shaft at the end of the hall.

T'Challa glances back, and sees Smaug getting ready to breathe fire. Hoping that Thorin knows what he's doing, he ducks into the doorway with Bilbo, and the two follow Balin up through the passages.

It only takes a minute before they reach the forges. As they enter, T'Challa stops to take in the sight. Multiple furnaces topped with smelting pools dot the forges. Chains to form conveyor belts hang from the ceiling, and massive machinery line the walls. T'Challa allows himself a moment to be again impressed by the Dwarves' construction before returning his attention to the issue at hand. As he does, he sees fire erupting from the mine shaft off to his side, and sees Nori helping Thorin up.

Nori and THorin run into the forges where the rest of the Company is waiting. As they do, Dwalin says matter of factly, "The plan's not going to work. These furnaces are stone cold."

"He's right. We've no fire hot enough to set them ablaze," Balin adds.

T'Challa smiles a little at this remark. "Not so sure about that, Balin," he says.

Thorin smiles a similar smile as he turns back towards the metal pillars dividing the mine shaft from the forges. "T'Challa's right. I believe we do," he says. He then begins to walk towards the mine shaft as he starts shouting to get Smaug's attention, "I did not look to see you so easily outwitted."

Smaug's wings appear from the mine shaft, his claws clutching at the rock as Thorin continues, "You have grown slow and fat." Smaug then rises from the shaft and turns to glare at Thorin as Thorin finishes, "In your dotage…slug."

Smaug glares even more angrily at Thorin. Thorin, knowing he has successfully provoked the dragon, turns and says, "Take cover," before ducking behind one of the metal pillars. Everyone else follows him, just managing to duck behind a pillar before Smaug breathes fire right at them.

T'Challa grits his teeth a bit as the flames rush past him, the heat nearly unbearable. Smaug keeps up the flames for several moments before he stops. A split second later, one of the furnaces, which had been caught in the flame, ignites, flames rushing up through it and pouring out the sides. As per the design, the flames quickly spread along connecting tubes to other furnaces, which also light up.

T'Challa smiles as he watches the furnaces igniting. Perhaps this just might work after all.

The Company leaves the cover of the pillars and rush into the forges. As they do, Thorin orders Bombur to start the bellows. Then, he turns to Bilbo and orders, "Bilbo! On my mark, pull that lever." He then looks at T'Challa and orders, "Go with him!"

T'Challa nods and follows Bilbo. The two race up the steps leading up the carvings of Dwarves along the wall towards the level Thorin indicated. It doesn't take long to reach the top. As they do, they look behind them, but see Smaug coming for them.

Smaug continues towards them. However, as he passes a furnace, he spots something out of the corner of his eye and turns his head to see Thorin. Thorin stares back at the dragon before shouting, "Now!"

Bilbo jumps up, grabbing the lever and trying to pull it down with his full body weight. T'Challa reaches up and grabs it to help. After a second, the lever pulls downwards, opening the mouths of the Dwarven statues, allowing water to come pouring out. Some of the initial torrent douses Smaug, causing the dragon to flap away and roar angrily as he tries to get away from the water. The water then begins spilling onto large wheels, which begin to drive the machinery in the forges.

"Get down, Bilbo!" T'Challa orders, and the two lay down to avoid Smaug's notice as the dragon heads for Thorin again. As he does, they suddenly see a burst of blue flame around Smaug's head.

T'Challa glances off to the side and sees Dori and Ori grabbing flash flames that Balin has mixed and are throwing them at Smaug. The flash flames burst in fire bursts, but they affect Smaug about as much as bee stings. However, up above, Gloin and Bifur are still in their carts, and are now passing over Smaug, with another belt of carts full of gold below them. Seeing an opportunity, Gloin puls out the sword he's carrying and cuts the belt below them, causing it to fall onto Smaug. The surprise and weight of the gold is too much for Smaug, and he collapses under them, roaring in anger.

With Smaug distracted, Thorin, who has timed how long the furnaces have been burning, races over to a large chain and pulls it. As he does, the door to one of the smelting pools opens, and the gold that had been in them, now completely melted, comes pouring out.

As more doors open on more smelting pools, letting out their gold, Smaug is thrashing around in anger in pain. In his thrashing, he gets tangled up on the belt Bifur and Gloin are hanging from, pulling the two dwarves down. Thankfully, they escape uninjured.

Smaug continues thrashing around, trying to free himself from the cables he is tangled in. As he does, Thorin orders, "Lead him to the Gallery of the Kings!" Before grabbing a wheelbarrow and running at trough now full of liquid gold. He pushes the wheelbarrow into the gold before leaping into it.

As he does, Smaug, in his thrashing, smashes into the stone staircase Bilbo and T'Challa had taken. The rock begins to crumble, and soon the whole thing begins to collapse. Worried for the habit, T'Challa shoves Bilbo out of the way. Bilbo tumbles to the ground, but T'Challa is buried under falling rocks.

Bilbo tries to get back to his feet, but he sees T'Challa being buried under rocks. He and several of the dwarves stare in shock before yelling almost in unison, "T'Challa!"

The hobbit and dwarves stare at the rocks in disbelief and sorrow, not wanting to believe T'Challa could be dead. Then, a section of the rubble bursts outward, tossed outward by a purple shockwave. A second later, T'Challa stands up from beneath the rocks, a bit battered but alive, having used his suit's kinetic energy feature to free himself.

However, the shockwave and flying rubble have drawn the attention of Smaug, who now locks in on T'Challa. Hoping to keep the dragon's attention on him and away from Bilbo and the dwarves, T'Challa shouts, "Nice try, dragon! But as you can see, I am not dead!" He then turns and runs.

Smaug roars angrily and surges after T'Challa, determined to get him. T'Challa reaches a sloped walkway leading out of the forges and ducks, sliding down the path as Smaug rushes after him, smashing through anything in his way as he pursues T'Challa.

It doesn't take T'Challa long to reach the bottom. Springing back to his feet, T'Challa sprints towards the doorway he spots just in front of him. He sprints through it, and finds himself in the Gallery of the Kings.

However, just seconds after T'Challa enters the Gallery, the massive wall behind him breaks apart as Smaug smashes through it. Massive banners fall to the ground as Smaug lands inside the Gallery. T'Challa leaps aside to avoid the falling banners and prepares to face down Smaug.

The dragon turns to face T'Challa, ready to face him. "You may have survived that, but do not think you can deceive me, Man! I know where you came from! You and your dwarf friends have come from Lake-Town!"

T'Challa's heart falls as Smaug makes the assumption everyone was afraid he would. Now speaking almost to himself, Smaug says in growing anger, "This is some sordid scheme hatched between these filthy dwarves and those miserable, tub-trading Lake-Men! Those sniveling cowards with their long bows and Black Arrows! Perhaps it is time I paid them a visit." Smaug then turns towards the exit from the Gallery that leads towards the Front Gate.

Knowing he has to try and stop Smaug, T'Challa moves to follow him, shouting, "Those Lake-Men had nothing to do with this! They cannot fight you! Do not flee from this fight like a coward! Stand and face us!"

Smaug pauses, then says, "You care about the Lake-Men. Don't you?" He then turns to look at T'Challa and says, "Good. Then you can watch them die, Black Panther."

T'Challa stands there in shock as Smaug again turns away, frozen by the revelation that Smaug knows who he is. But how could he? Who could've told Smaug about him since he arrived in Middle-Earth? Does that mean…he knows about Steve and Bucky too?

As Smaug moves towards the exit that leads to the Front Gate, he is suddenly stopped as he hears a familiar voice bellow, "Hold! You witless Worm!"

Smaug growls before turning around to see Thorin standing atop a massive stone monolith at the end of the Gallery. "You," he says with hate.

"I am taking back what you stole," Thorin declares adamantly.

Smaug smirk as he begins advancing slowly towards Thorin. "You will take nothing from me, Dwarf. I laid low your warriors of old. I instilled terror in the hearts of Men. I am King under the Mountain."

"This is not your kingdom. These are Dwarf lands. This is Dwarf gold," Thorin declares defiantly. He then reaches up to grasp a rope hanging beside his head as he declares, "And we will have our revenge." He then shouts an order in Dwarvish before yanking the rope, pulling out a lock on the back of the monolith.

Behind the monolith, the rest of the Company has been waiting for Thorin's signal. At his order, they begin pulling at the chains they are holding, pulling out the rest of the locks on the monolith. Thorin swings away on a chain as the stones of the monolith begin to fall away. As they do, they suddenly reveal a breathtaking sight. A massive golden statue of the greatest of the Dwarven kings, Durin I himself, standing in their place.

Smaug, who had come right up to the monolith, stares at the statue in awe, absolutely transfixed by its golden beauty. Nothing strikes him as amiss until one of the statue's eyes starts to distort before it bursts, sending out a spray of gold. In a matter of seconds, the rest of the statue begins to collapse, not having had enough time to cool and solidify inside the mold. Smaug roars, but is unable to escape as the gold flows down over him. Smaug bellows as the gold pushes him back until he falls to the ground, being covered a second later in liquid gold.

T'Challa, Bilbo, and the dwarves stare at the gold that now covers the floor of the Gallery, hoping that Smaug will either suffocate under the gold, or that it will harden enough before he can escape. However, it's only a matter of seconds before the pool of gold erupts and Smaug surges upward out it, covered in gold and more furious than ever.

"REVENGE?! REVENGE?! I WILL SHOW YOU REVENGE?!" Smaug bellows furiously as he storms away towards the Front Gate, shedding liquid gold the whole way.

T'Challa's heart fills with ice as he realized their plan failed. Desperately, he sprints after Smaug, following the trail of gold droplets he left in his wake. It doesn't take him too long to reach the Front Gate, where he discovers that the stone barricade Smaug had erupted in the gate to seal off Erebor is smashed apart. T'Challa sprints out of the gate and up to a small rise in the distance. As he reaches the top, he can just see Smaug in the distance, flying over the lake as he heads straight for Lake-Town, ready to unleash hell on the population.

T'Challa falls to his knees, never having felt like more of a failure, and knowing so many people are about to die because they awakened Smaug and could not stop him. It is these thoughts that are going through his head as he mutters, "What have we done?"


Bucky hurries up the steps of Caras Galadhon. He had arrived in Lothlorien not long ago, and Radagast had brought him all the way to Caras Galadhon. He has not stopped to admire any of the magnificent Elven realm, so determined is he to reach Galadriel. The Elves of Calas Galadhon have not attempted to stop, seeing the wild look on his face.

Finally, he reaches the top of the settlement, arriving at the residence of Celeborn and Galadriel. Stopping before two guards, he shouts so anyone in the vicinity, and hopefully Galadriel, can hear him, "I am Bucky Barnes. I was sent by Gandalf! I must speak with Galadriel!"

The two guards prepare to draw their weapons, but a calm voice rings out, "Let him pass."

The guards let go of their weapons and step aside. Bucky steps forward cautiously, then sees someone coming down the stairs.

A second later, Bucky's mouth drops open as Galadriel comes into view. T'Challa had briefly described the Lady of Light, but as far as Bucky is concerned, no words could accurately describe her beauty and radiance. Bucky is frozen at the sight for several long moment, briefly wondering if he's died and gone to heaven, and an angel has appeared to him. Then, he regains some of his senses, and drops to one knee in homage.

"There is no need for that. Rise, James," Galadriel says.

Bucky is shocked to hear Galadriel call him by his first name. After several moments, he slowly gets to his feet before saying, a bit shakily, "My Lady, I was sent by Gandalf. He has gone to Dol Guldur, for he believes that the Necromancer is indeed the Dark Lord Sauron."

"Then it is as we feared," Galadriel says. She pauses, then says, "But things are more concerning than even you imagined, James."

"What do you mean?" Bucky asks.

"There is another threat that threatens to overtake that of Sauron. One that crosses two worlds," Galadriel explains.

"What? What is it? How do you know about it?" Bucky asks.

"A friend. From your world," Galadriel says.

Bucky is just about to feel puzzled when he sees someone coming down the stairs. However, a split second later, he realizes that this figure is not walking, but floating just above the steps. Then, Bucky sees that unlike the customary Galadhrim outfits of white or light blue robes, this figure is wearing dark blue pants and a dark blue tunic. On top of that, he is wearing a red cape with an upturned collar, and a gold medallion around his neck.

"Greetings, Mr. Barnes. I am Doctor Steven Strange, from Earth. I'm glad that you're here. We have a lot to discuss."


And, I'll end there.

I hope you guys liked this chapter, and that it didn't just seem like I was retelling the movie. Admittedly, for this part, I couldn't change a whole lot given the power bases that we're dealing with the Avengers we have.

I hope you guys didn't forget about Schmidt, so I made sure to add him in again. Yes, he will be at the Battle of the Five Armies, and yes, he and Steve will have a rematch.

Dun Dun! Yes, Dr. Strange has come to Middle Earth. I thought it would be interesting to bring him in, since Benedict Cumberbatch also voiced Smaug. I mainly wanted to do it to give us a chance to see a Dr. Strange vs Sauron/Nazgul match, since we won't get that in the Lord of the Rings story in this series. Now, he won't really be doing a whole lot after the rescue in Dol Guldur, but he will play a small part in the Battle of the Five Armies, and his appearance here will have an impact on a future story.

Alright. Next chapter should be up in a little while. Until it is up, please leave a review, and stay tuned!