Hey, everybody. Back with another chapter.

So, because none of the Avengers could catch up Smaug from the Lonely Mountain, and Steve has temporarily left Esgaroth, I won't be showing Smaug's death from Lake-Town, but from a distance. Let's get to it.


Chapter 21- Dragon Fire and Ruin

T'Challa feels a wave of sadness come over him as he watches Smaug circle Lake-Town. With the rest of the Company following him, T'Challa had made his way to Ravenhill, which was a hill jutting out from the Lonely Mountain that was home to a ruined fort. Apparently, it was a common nesting place for the Ravens of Erebor. The ruined fort overlooks the ruined city of Dale, and is high enough that it gives anyone standing thereon a good view of the Long Lake and of Lake-Town. In this instance, it provides the Company a good view of Smaug's attack on Lake-Town.

Smaug has been circling the town for some time, not attacking, but simply flying around it. T'Challa knows exactly why he's doing so. Smaug is trying to whip the town into a frenzy. He wants the townsfolk properly scared and to spend some time dreading their inevitable demise before he actually begins his attack.

Now, as T'Challa watches, Smaug seemingly decides he's whipped up the town enough. Smaug climbs slightly, then noses down into a steep dive, his wings tucked against his side. He unfurls his wings just in time to pull up just above the water. Leveling off, he's just feet over the rooftops. He then pulls back his head slightly before opening his maw and unleashing a torrent of dragon fire down upon the town. The flames set fire to everything in their path, an entine linear section of the town set ablaze. Smaug ceases the flames as he passes beyond the town edge and climbs back into the sky.

T'Challa watches in emotional agony as Smaug makes pass after pass, breathing an inferno down upon Lake-Town. T'Challa feels an extreme sense of guilt, knowing that if the Company had not awoken Smaug, or had they tried a more effective plan for killing the dragon, this wouldn't be happening. T'Challa knows that the sights he is seeing will haunt him for a long time, perhaps for the rest of his life.

As T'challa and the rest of the Company continue to watch Smaug continuing his attack on the town, T'Challa suddenly notices something. One member of the Company is not standing with the rest to watch. T'Challa straightens up and walks around a bit before he finally spies who he is looking for. Thorin. The Dwarf King is not standing with the rest of the Company, watching Smaug's attack on Lake-Town. Rather, Thorin is standing on the other side of the ruin, staring intently and unmoving towards the Gates of Erebor.

T'Challa stares at Thorin for several long moments, worry for his friend beginning to fill his heart. He had become nervous about Thorin since they arrived at the Lonely Mountain, seeing the change that had begun to come over Thorin. He could tell, from what he knew of it, that Thorin was beginning to be affected by the dragon sickness that lay over Erebor and its treasure. If that is true, T'Challa fears for what may befall the Company as Thorin falls further under the curse and madness that lie over the treasure.

T'Challa finally turns away from Thorin to return his gaze to the direction of Lake-Town, watching as Smaug makes several more passes over the town, continuing to breathe flames down onto the town. By now, from the looks of it from a distance, the entire town is ablaze. T'Challa feels another wave of guilt and sorrow as he imagines the experience of the people in Lake-Town, knowing they have almost no chance of escape.

Then, Smaug flies down, but instead of making another fire pass, he sets down on the buildings at the edge of town furthest from the shore. T'Challa feels another pang of sorrow. T'Challa feels that the likely reason for Smaug doing so is that he feels he has sufficiently set the town ablaze, and now intends to hunt the survivors through the wreckage until he has killed them all. As he thinks of this, his thoughts finally turn to his friends still in Lake-Town. Bard and his family. Fili, Kili, Oin, and Bofur. And above all, Steve. He wonders if they evacuated before Smaug arrived, or if they are still in the town, and if so, if they are still alive. Even if they had managed to escape the town, T'Challa feels it unlikely that they will be able to get away. Smaug will likely try to hunt any escapees until he has eradicated Lake-Town's population.

T'Challa lowers his head, feeling an overwhelming feeling of guilt. After several long moments, he raises his head to again look towards Lake-Town.

To his surprise, he suddenly sees Smaug rising into the air again, with what looks like a flurry of flames and wreckage below him where he took off. However, something is strange. Smaug is rising straight up into the air. In addition, he's not flying with his usual ease or dexterity. It almost looks like he's clawing for height, as if he can barely climb. At the same time, with his heightened hearing, T'Challa can very faintly hear Smaug. The dragon is bellowing and roaring, and to T'Challa, it almost sounds as if the noises are being made in pain.

The dragon continues to claw for altitude, then suddenly seems to stop in midair before he begins to fall back down before landing on the outer edge of Lake-Town.

The entire Company hears the sound of Smaug crashing into the town. Ori stands up and asks, "What was that? What happened?"

"It fell. I saw it," Bilbo says as he steps towards the edge of the ledge they're standing on.

The entire Company is quiet for several long moments before T'Challa says what is coming to everyone's mind: "He's dead. Smaug is dead. Someone must have killed him."

The Dwarves start to break out into smiles as Gloin exclaims, "By my beard, I think he's right!" Gloin then notices something else and calls out, "Look there!"

Everyone looks up and sees a number a black birds flying from all around the vale towards the Mountain. The cawing coming from a number of them soon identify them, and Gloin voices that identity aloud as he declares, "The Ravens of Erebor are returning to the Mountain!"

Balin beams, feeling a great sense of relief and accomplishment that the Quest has been fulfilled. After a moment, he declares, "Aye. Word will spread. Soon every soul in Middle Earth will know…the dragon is dead!"

The entire Company begins to laugh and cheer, overjoyed that Smaug is dead and the Lonely Mountain can finally be returned to the Dwarves, none of them noticing Thorin beginning to walk away from the Company to return to Lonely Mountain. However, T'Challa does not join in the celebration, because he was present for the White Council's meeting in Rivendell at the start of the quest, and what was talked about there. He not only fears Thranduil setting his sights on his claims within the Mountain, but that darker powers may now become interested in Erebor.

T'Challa cannot share in the joy of the Company because he fears that the death of Smaug will not be the end of the violence surrounding the Quest for Erebor.


Bucky sighs as he looks at the strange man he was just recently introduced to. When he arrived in Lothlorien, he had been interested in finally meeting Galadriel. He had not expected to be met also by someone from his own world.

"So, you are a sorcerer from Earth?" Bucky asks.

"Yes, Mr. Barnes. I am a Master of the Mystic Arts. And among my many duties, I keep a watch on threats through the multiverse that could threaten Earth. When you and your friends came here, you not only traveled between worlds, but through time as well. The device in Wakanda was not completed, and the unstable wormhole it created also breached the walls of time. I have come to retrieve you and return you to Earth. But, before we can do so, there is a task that must be done," the man calling himself Doctor Strange explains.

"The Necromancer," Bucky says simply, then waiting for Strange to confirm it.

"Yes. Your suspicions about him are correct. The Necromancer is not human, but is the Dark Lord Sauron. The Masters of the Mystic Arts have been aware of him and his master, Morgoth, for millennia. For a reason not yet discovered, the barriers between our world and this one are quite thin. Millennia ago, at the end of the First Age, the Masters of the Mystic Arts were afraid that Morgoth, Sauron's master, would threaten Earth, and so aided the army that brought about his downfall. Similarly, when Sauron was defeated for the first time three thousand years ago, the Masters of the Mystic Arts were among the army that fought against him. Now, Sauron is regaining his strength. I have come to help you in banishing him from Mirkwood and delaying his return," Strange explains.

"Good. We can use all the help we can get. Gandalf is prisoner in that fortress, and we need to get him out of there," Bucky says.

"Yes, we do. We will need Mithrandir for the war that lies in the future," Galadriel, who has been standing off to the side, says in response to Bucky's statement.

"But that's not the only problem we face," Strange says.

"What do you mean?" Bucky asks.

"Our world may face a threat from this world, but the opposite is also true, for this world faces a threat from our world. His name is Johann Schmidt," Strange says.

Bucky springs to his feet in shock, hoping he heard that wrong. "What?!" Bucky shouts.

"You heard me correctly, Bucky Barnes. When your friend, Captain America, defeated him, the Tesseract did not kill him. It sent him here to Middle-Earth not long ago, and soon after his arrival, he wandered into Dol Guldur, where he met Sauron and swore him his service. However, Schmidt secretly plans to seize as much power in Middle Earth as he can, either by destroying Sauron or taking position as his chief lieutenant. He currently co-leads the armies of Dol Guldur along with Azog the Defiler, and they are currently marching on Erebor. When we have rescued Gandalf, you and him must hurry to Erebor to warn them and aid them in the battle that is coming," Strange says.

Bucky stands, shocked at the revelation that the Red Skull is still alive and working for Sauron. However, that is quickly replaced by a fierce determination to see Schmidt dead at last.

Right then, Haldir, the Marchwarden of Lothlorien comes walking into the room. "My Lady. Saruman the White and Lord Elrond have arrived," he says, bowing to Galadriel.

"Good. Send them in with Radagast," Galadriel responds. As Haldir walks back out, she turns to the two men from Earth and says, "It is time."


It is absolute chaos on the banks of the Long Lake. The survivors of Lake-Town have gathered on the shoreline, trying to help those who have been wounded and to stay together for protection. More people continue to arrive on the shore by boat or swimming. At the same time, bodies of the dead continue to wash up on shore. Several fires continue to burn among wreckage along the shore as the ruin of Lake-Town smolders.

The horror has not ended for the people of Lake-Town. Many have suffered various wounds either from the attack or in escape attempts, burns being the most common. The fact that these burns were caused by dragon fire makes them even worse. On top of that, almost all of the survivors are soaking wet, and the falling temperatures of the season means that all of them are chilled to the bone. Still, the people try desperately to help who they can and to try and salvage what they can along the shore. Those who do not se anything they can immediately do are searching for loved ones.

Bard's group is among them. Bain had disappeared ruing the escape to try and help his father, and Steve had still not returned. Tauriel is walking with Sigrid and Tilda as the girls cry desperately for their father.

The dwarves, on the other hand, are preparing to leave for the Mountain. The four dwarves felt comfortable that Steve is probably still alive, given that he and Legolas left Bard's home long before the dragon appeared, and one of the few guards who hadn't tried to run had informed them that he had seen Steve leaving Lake-Town with Legolas in pursuit of Bolg and his pack. On top of that, the dwarves feel rather certain that they will not be the most welcome among the Lake-Men at the moment. They also want to make sure their kin are still alive, and to also tell them to make preparations to help the Lake-Men when the Lake-Men inevitably ask for their aid.

However, one dwarf is a little more hesitant to leave. As Tauriel is watching Bard's daughters, feeling responsible for keeping them safe until their father can be found or confirmed dead, she hears her name whispered by a familiar voice. Looking down, she sees that Kili has approached her.

Kili and Tauriel stare at each other for a moment before Fili calls out for his brother. Tauriel, not wanting to delay their parting for fear of it hurting more or it getting her in trouble for delaying it, says to Kili, "They are your people. You must go."

Tauriel starts to walk away. However, Kili decides he cannot keep his feelings contained any longer, and turns to follow her, calling after her, "Come with me. I know how I feel. I'm not afraid. You make me feel alive."

"Kili-" Tauriel starts to say, but Kili cuts her off before saying something to her in Dwarvish. Not familiar with the Dwarven tongue, but getting a feeling about what he may have just said given the context, Tauriel responds, almost a bit fearfully, "I don't know what that means."

"I think you do," Kili says with a slight smile.

Tauriel looks at him for a moment, trying to gather her thoughts to answer until she suddenly senses something behind her. However, before the situation gets very awkward, Tilda provides relief to it.

"Steve!" she cries out, and runs forward with Sigrid close behind. Steve, who is standing beside Legolas just a few yards behind Tauriel, smiles and holds out his arms to embrace the sisters, glad that Tilda's happiness to see him saved Tauriel from potential embarrassment.

"Tilda! Sigrid! It's so good to see you both!" Steve says happily.

"We were so worried about you after you left!" Sigrid exclaims as she embraces the man that all of Bard's children have already come to see as an adoptive uncle.

Legolas, who had been about to tell Tauriel somewhat coldly to take her leave of Kili, smiles a bit as he sees the two girls embracing Steve. However, after a few moments, he turns his attention back to Tauriel. In the distraction provided by Steve's reunion with Bard's daughters, Kili had given his rune-stone to Tauriel as a promise, then gone with the rest of his kin and onto the boat to begin the journey back to the Mountain. As the dwarves begin to paddle, Steve locks eyes with Fili. The two have a brief silent exchange before Fili nods, understanding what Steve wants him to do.

Tauriel now faces Legolas. "You pursued the Orcs?" she asks.

"Yes. Steve and I pursued them some distance, and gained some useful information," Legolas says. He pauses, then says, "The Orc we pursued. I know he is. Bolg. Spawn of Azog the Defiler. A warg pack was waiting for him on the outskirts of Esgaroth. They fled into the north. These Orcs were different from the others. They bore a mark I have not seen in a long time. The mark of Gundabad."

"Gundabad?" Tauriel responds in shock, only having heard the name in passing, and not knowing really what it refers to.

"An Orc stronghold in the far north of the Misty Mountains. One of their great fortresses in Middle-Earth," Legolas explains.

"And from the directions Legolas gave me, it seems like Bolg and his pack may have been headed towards Gundabad," Steve adds.

Tauriel considers, worried about the threat of gundabad. However, right then, Tilda asks, "Steve, can you help us find Da?"

"Of course," Steve says before glancing at the two Elves.

Tauriel smiles warmly, having grown fond of Bard's children in the brief time she spent with them. Legolas also smiles and says, "Go, Steve. We will wait to continue our discussion. The young ladies have been patient. We can be patient in return."

Sigrid and Tilda both blush at being called "young lady" by an Elven prince, but quickly manage to refocus on the search for their father and walk off with Steve into the crowd of people gathered on the shore.

Steve leads the girls along the bank for several minutes, looking for Bard. As they go, multiple townsfolk stop Steve to express their gratitude that he is alive. He also stops a few times to help people who are struggling to start fires.

Finally, as Steve comes up onto a higher portion of the bank, he sees Bard right as he and Bain trip up Alfrid. Sigrid and Tilda spot their father a second later, and Tilda cries out, "DA!" She and Sigrid race up to their father, who embraces them with great joy.

Bard's friend Percy sees the family's reunion. Percy had remained behind to try and help people escape from Lake-Town during the attack. Doing so had allowed him to witness Smaug's death and who had killed him.

"It was Bard! He killed the dragon!" Percy proclaims, feeling very proud of his friend, "I saw it with me own eyes. He brought the beast down! Shot him dead with a Black Arrow!"

The townsfolk who are nearby swarm around Bard, trying to pat him on the shoulder or embrace him while shouting thanks. Once again, Bard had proved himself a champion of the people. Someone they can trust in to care for them. Any ill feelings over Bard trying to deny them wealth from the Lonely Mountain are blown away by the fierce wind of gratitude.

Among the people seeing this is Alfrid. He has quickly realized just how much his previous power depended on fear, oppression, and those under his control who would enforce all of his will, and he is now without all of those things. However, Alfrid, not one to give up power or authority so easily, knows there is a way to maintain it, and to do so is to get himself as close as possible to the center of the new regime about to rise. Alfrid pushes his way through the crowd and grabs one of Bard's arms before raising it into the air. "All hail the Dragonslayer. All hail Ki-"

In the process of trying to get in Bard's god graces, Alfrid hadn't noticed someone come up behind him. He finds when he suddenly feels Steve's fist come down on the top of his head, knocking him unconscious.

"Thank you! Someone finally shut him up!" Hilda, a friend of Bard's who had been in the process of being harassed by Alfrid for a blanket right before Steve and the girls arrived, says gratefully. A number of townsfolk gathered around laugh at Hilda's words.

Bard looks around at everyone and begins to shout, "Winter is upon us! We must look to our own! To the sick and helpless! We must work together, or we will not survive! Those who can stand, tend to the wounded. And those who have the strength, follow me! We must salvage what we can."

"And what then? What will we do then?" Hilda asks.

Bard looks at Hilda for a moment before he says, "We find shelter." Bard pauses for a moment after that, then declares, "If you look to me as your leader, then look to Steve as my second! He defended my family from Orc attack, and is a man more noble than any I have ever met!" Many around him cheer in approval at this appointment.


The salvage operations begin at once. Those who can head to Lake-Town's ruins to try and find things they may be able to salvage, while the others search along the shore for anything of value that has washed ashore.

Not long after the salvaging begins, Steve and Bard are walking up the slope leading away from the shore when they see Legolas and Tauriel ahead of them. As they approach the two Elves, Legolas asks, "Where will you go?"

Bard looks north before he says, "There is only one place." He then moves to set down what he is carrying as Steve, Legolas and Tauriel all look to north, where they see the Mountain.

"You intend to take refuge in the Mountain?" Tauriel asks.

"Yes. If any of the Company have survived, they will be ready and waiting for us. I know they will see to that, especially T'Challa," Steve says.

Legolas, however, ses a problem. "News of the death of Smaug will have spread through the lands," he says.

"Aye," is Bard's simple reply, he having expected no different.

Legolas now steps up beside the bowman. "Others will now look to the Mountain. For it's wealth. For it's position."

Bard looks at Legolas. "What is it you know?" he asks, wondering if the Elf knows something he's not telling him.

Legolas looks off in the direction of the Mountain and says, "Nothing for certain. It's what I fear may come."


Across the lands between southern Mirkwood and the Lonely Mountain, the land rings with the sounds of thousands of bootsteps as the armies of Dol Guldur march relentlessly towards the Mountain. They have been marching for some time now, and are eager to get to the mountain and spill blood and seize the gold within.

At the end of the army ride its two captains. Azog, now clad in armor and with a blaze fitted into his arm socket instead of a claw, is riding upon his white Warg. Beside him rides the Red Skull. His dark armor gleams under the sunlight, and a wicked smile graces his face.

"Woodland Elves!"

Schmidt and Azog turn as they hear a loud shout echo over the landscape and see Bolg coming towards them on his Warg. "The King's son and a She-Elf…they tracked us to Lake-Town. They were accompanied by the one called Captain America," Bolg informs his father and captain as he rides up to them.

Azog reigns his Warg in to a halt, then raises his arm blade to signal the army to stop, which it does very crisply. Azog then begins to circle Bolg, pointing his blade at Bolg, demanding from him, "And you killed them?"

"They fled, squealing like cowards," Bolg says.

"Stop with the lies, Bolg. Regardless of what the Elves would've done, Captain America would never have retreated," Schmidtt responds snarkily in fluent Black Speech.

Azog, already infuriated with the news that Legolas and Tauriel escaped, now feels even more angry with Bolg now that Schmidt has discerned Bolg is lying to try and cover himself. "You fool! They will return, with an army of Elves at their backs!" Bolg snarls a bit, clearly knowing he's caught and is in trouble.

Azog ponders the situation for a second, but before he can respond, Schmidt smirks and says, "Thankfully, I planned for such a situation. Bolg, ride to Gundabad. Bring forth a legion that I ordered to make ready and come to the Mountain."

Bolg smiles a little, then turns and spurs his warg into a sprint, turning in the direction of Gundabad. As he does, Azog feels a bit angry. He was the one supposed to be in command of Gundabad. Seeing Schmidt demonstrating authority over Gundabad infuriates him far more than Schmidt taking his place as the Necromancer's chief lieutenant. However, he decides not to let it show and risk angering Schmidt.

Rather, Azog turns to face his army and, raising his arm blade, bellows, "Elves! Men! Dwarves! The Mountain will be their tomb!" He then turns and spurs his warg again in the direction of the Lonely Mountain as several orc horns echo across the landscape and the army resumes its march.

Beside him, Schmidt smirks. He's always thought Azog was a bit of a drama queen. But, soon enough, Azog will not be a problem, and Bolg will either be serving him or also be out of the way. Everything is falling into place for the Red Skull.


Fili, Kili, Bofur, and Oin smile as finally, they come to the Gates of Erebor. Where had been the barrier Smaug had erected to keep shut his new kingdom is now a large opening. The four dwarves stop for a moment to take it in before they all run triumphantly into Erebor.

However, as they enter, the dwarves quickly realize that something is up. There is absolutely no sound. Bofur calls out for his brothers, but nobody answers them. After a few moments, the four dwarves realize that everyone must be much further in and cannot hear them.

The four dwarves slowly make their way further into the mountain. As they walk along a narrow walkway, they suddenly hear, "Wait! Wait!"

To their relief, they see Bilbo running towards them on another walkway that intersects theirs.

"It's Bilbo! He's alive!" Bofur says with relief.

"Stop! Stop! You need to leave! We all need to leave!" Bilbo says urgently as he races up to them.

"We only just got here," Bofur protests.

"We've tried talking to him, but he won't listen," Bilbo says in frustration.

"Who?" Fili starts to ask.

"Thorin!" Bilbo blurts out, making some of the dwarves jump a bit from the suddenness. Bilbo looks at his friends as he says in concern, "Thorin. He's been down there for days. He doesn't sleep. He barely eats. He's butted heads with T'Challa several times. He's not been himself. I think it's this place. I think a sickness lies on it."

As Bilbo is speaking, Fili is getting distracted by something he can see in the distance, while the rest of the dwarves are listening to Bilbo with worry. While some of what Bilbo described can just be Thorin when he gets really stressed or focused, him suddenly getting testy with T'Challa is weird. The two kings had bonded rather well throughout their journey.

Kili is especially worried about his uncle. "Sickness? What sort of sickness" he asks Bilbo.

However, as Kili asks this, Fili finally moves, starting to run down stairs and walkways in the direction of a golden glow he can see. Bilbo calls after him, but Fili is focused on getting to the glow.

Finally, the four dwarves and Bilbo reach a landing, and stop short. Spread out below them is a sea of gold. Just a small fraction of the treasure hoard. The five stand there in shock for a moment before realizing two individuals are standing below them among the gold.

"You've been neglecting the entire Company and obsessed with this gold. You're not yourself, Thorin, and I don't like this change that's come over you," T'Challa says with a bit of irritation.

"I am the leader of this Company! I have finally reclaimed my home and kingdom after decades! I believe I have the right to revel in my success!" Thorin says testily.

The two kings stand there for a moment longer before T'Challa turns around and stalks away from Thorin, clearly upset with Thorin. Thorin watches T'Challa go before he spots something out of the corner of his eye. He looks up to the landing, and sees the four missing dwarves of the Company standing with Bilbo, watching him.

"Behold…the great treasure hoard of Thror," Thorin says to his onlookers. He briefly looks down, then looks back at them as he pulls his arm back and heaves something at them. Fili reaches up and catches the object, revealed to be a ruby almost the size of a potato.

"Welcome, my sister-sons, the Kingdom of Erebor!" Thorin greets his nephews, spreading out his arms towards his surroundings, his voice seeming to echo through the hall.

Looking down at his uncle, Fili feels a bit worried. Thorin's exchange with T'Challa is worrisome to the dwarf. Fili had agreed in his silent exchange with Steve to try and talk with his uncle about providing aid and refuge to the lake-Men, but now wonders what his uncle's reaction may be. Around him, the rest of the dwarves and Bilbo are all wondering what is going to happen to the Company, and beginning to get a sinking feeling that perhaps the Quest is not truly over.


And, I'll end there.

I hope this was a good chapter. Next chapter, its gonna get pretty exciting. It should be up rather soon. Until it is, please leave a review, and stay tuned!