"The King under the mountain is dead. I took his throne," the dragon bellowed loudly as he looked for Bilba, and Bilba bursted out of a pile of gold beneath Smaug's claw. The small hobbit ran down a staircase, and leapt off the side as Smaug's head swung at her.

"I ate his people like a wolf among sheep."

If Bilba were not trembling out of fear by now, she sure was now. As the Arkenstone bounced rapidly down the mountain of gold, Bilba slid rapidly after it with Smaug in pursuit.

"I kill where I wish, when I wish. My armor is iron."

The words echoed throughout the treasure hoard.

The Arkenstone and Bilba slid under a covered stone structure; Smaug opened his large wings and glided down to land atop the structure. Bilba could feel the cavern rumble under the dragon's massive weight.

"No blade can pierce me!" Smaug yelled. Bilba shrieked and covered her pointed ears, feeling her hands shaking against her head. She wished she were not alone.


In Laketown, Bard and Bain snuck through the town. Bard was holding the arrow as he looked around a corner to check whether all is clear.

"Alright."

"A black arrow? Why did you never tell me?" Bain pestered.

"Because you did not need to know," Bard retorted.

They ducked behind a wall as soldiers passed by. Bard puts his arm on Bain's shoulder and indicated the tower with the dwarvish windlance on top. Bain had a look of bewilderment with wide eyes and mouth slightly agape.

"Listen to me carefully: I need you to distract the guards. Once I'm at the top of the tower, I'll set the arrow to the bow."

Just then, Braga and the other soldiers, who had been sent to find Bard, see him.

"There he is! Bard! After him!"

All the soldiers were now turned to Bard's direction. They all had looks on their faces that resembled a predator locking in on its prey.

"Quickly! Down there! Go!"

Bard and Bain run from the soldiers, scrambling in any which direction.

"Stop him!" Braga yelled.

Bard and Bain ran through shop and docks, knocking over various items in their way. The soldiers followed quickly, yelling "Stop him!" The shopkeepers yelled angrily at both parties. When they had put some distance in front of the guards, Bard stopped Bain and handed him the black arrow.

"Bain! Bain. Keep it safe. Don't let anyone find it. I'll deal with them."

Bain violently shook his head.

"I won't leave you!" His voice was wavering, breaking.

"Go!"

As Bain ran off, Bard turned and faced Braga, who had just caught up to him.

"Braga."

"You are under arrest." Braga announced.

"On what charge?" Bard asked,shocked.

"Any charge the Master chooses."

Bard turned and saw that he was surrounded. He then turned back and suddenly punched Braga in the face, then punched his way through the soldiers and ran with the soldiers in pursuit. Bain, seeing the soldiers chase his father, jumped into a boat and hid the arrow beneath some ropes and fishing gear.

Bard ran through the town; he leapt across a channel using boats as stepping stones. He used his momentum to cause the last boat to slide several feet across the water until he could step onto the opposite bank. A soldier trying to follow him slipped and fell out of a boat into the water. Bard ran down an alley, but a foot was suddenly stuck out of a doorway and Bard tripped over it, falling into a pile of wood. As he sat up, dazed, Alfrid stepped forward, followed by the Master. As Bard struggled to get up, the Master lifted a wooden pole and hit Bard in the head with it, knocking him out.

~-0-~

The dwarves in the clearing on the mountain saw an orange glow from the mountain coming through the door.

"What about Bilba?" Ori asked, fear creeping in his voice.

"Give her more time."

"Trying to do what? To be killed?" Balin exclaimed, completely flabbergasted.

"You're afraid." Thorin tested.

Balin paused for a moment, then stepped up to Thorin, testing his authority.

"Yes, I'm afraid. I fear for YOU. A sickness lies upon that treasure hoard, a sickness that drove your grandfather mad."

Thorin felt a wave of unexplainable anger wash over him.

"I am not my grandfather," he seethed, clenching his fists.

"You're not yourself. The Thorin I know would not hesitate to go in there-"

"I will not risk this quest for the life of one burglar," Thorin interrupted.

Balin looked at Thorin, a look of complete disgust on his face.

"Bilba. Her name is Bilba. And she is the one you claim to love."

Thorin looked contemplatively out into the night.


Smaug was searching for Bilba, who was hiding under the stone structure. She was breathing heavily, contemplating running, or giving herself to the dragon, given the circumstances.

"It's Oakenshield. That filthy dwarvish usurper! He sent you in here for the Arkenstone, didn't he?"

Bilba seethed at the dragon's harsh words.

Smaug circled around the structure; Bilba, hiding beneath it, saw the Arkenstone at the other end of the structure.

"No, no, no. I don't know what you're talking about." Bilba completely denied it, wringing her hands.

Bilba started to sneak over to the Arkenstone, but was forced to hide behind a pillar as Smaug looked beneath the structure.

"Don't bother denying it. I guessed his foul purpose some time ago. But it matters not. Oakenshield's quest will fail. The darkness is coming, it will spread to every corner of the land. It already has been for centuries. The world will burn!"

Bilba shuddered at the dragon's words. Then she remembered that when one elemental kills another their power is absorbed. Then she remembered Emilia being taken by Demisrie Coul.

Bilba Baggins wanted to fall down and cry.


In Laketown, Bolg and his Orcs snuck around on the rooftops, looking for the dwarves.

"Shugi Khozd-shrakhun hum. Nuzdidiz." [Translation: The filthy dwarf rats are somewhere here. I can smell them.]


Bilba was still hiding behind a pillar shaking in her boots.

"You have been used, thief in the shadows. You were only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it worth nothing."

"No. No. No, you're lying!"

He loves me, he would never do that.

"What did he promise you? A share of the treasure? As if it was his to give. I will not part with a single coin. Not one piece of it."

He never promised me any gold, she wanted to scream at the Dragon. Bilba, hearing that Smaug was on top of the structure, sought the Arkenstone lying a few feet away from the structure and made a run for it. Smaug saw her and whipped his tail, sending Bilba, the Arkenstone, and gold flying. Bilba tumbled and landed against a pillar.

"My teeth are swords! My claws are spears! My wings are a hurricane!" As Smaug displayed his wings, Bilba noticed a scale missing on the left side of Smaug's chest. She whispered to herself.

"So it is true. The black arrow found its mark."

"What did you say?"

"Uh, uh, I was just saying your reputation precedes you, oh Smaug the tyrannical. Truly, you have no equal on this earth."

She was so thankful Emilia had taught her to lie. She felt it was the only thing keeping her alive at the moment. As Bilba spoke, she slowly backed up. She was standing in a bare, open spot, and Smaug faced her. As she finished speaking, Bilba looked down and saw the Arkenstone lying just a few feet from her, and she gazed at it longingly.

"I am almost tempted to let you take it, if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad."

Bilba and Smaug face off; Bilba panted. Then Smaug began to rear his head.

"But I think not. I think our little game ends here. So tell me, thief, how do you choose to die?"

Smaug's chest glowed with a light from inside, and Smaug's head streaked forward, jaws open, to eat Bilba. However, Bilba put on her ring and disappeared, and Smaug's jaws closed on an empty space. Angrily, he raised his head again, and the glow from his chest traveled up his neck; roaring, Smaug bellowed out a massive wall of flames over the area in which Bilba had been standing. Unseen by him, coins on the ground moved as an invisible Hobbit ran away and up some stairs. Reaching a hallway, Bilba exhaustedly pulled of the Ring and continued running. Smaug raged about, blowing fire and destroying pillars. His roared echo in the distance.


In Laketown, Bard woke up in a cell. Braga and his soldiers drank and partied nearby. Bard rubbed his aching head as he woke, then jolted upright when he realized he was in prison.

~-0-~

Bofur ran through Laketown, trying to find Kingsfoil. He smelled some flowers on a windowsill and rejected them. As he continued running about, Bolg and other orcs spied him from a rooftop.

"Khozd!" [Translation: Dwarves!]

Bolg growled softly. Bofur soon found a pig eating some weeds; he yanked it out of the pig's mouth and examined it, then smiled and turned to get back to Kili. Bolg and his Orcs followed on the rooftops.

~-0-~

At Bard's house, Sigrid leaned over the balcony outside the front door, looking for her father. She heard a noise and called out to her father.

"Da? Is that you, Da?"

She looked around for Bard but did not look up and to see Orcs creeping on the roofs of the neighboring houses. Inside, Oin heard a noise on the roof and looked up. As Sigrid turned to walk back inside, an Orc dropped on the balcony behind her. She screamed and slammed the door, but the Orc stopped it with his sword. Hearing the screams, Bain, Tilda, and the dwarves jumped up. Kili was still moaning in pain.

As Bofur hurried toward Bard's house, an Orcs leapt at him from above. As the Orc swung its axe, Bofur fell backward and dropped the prized Kingsfoil.

At the house, another door opened and an Orc strode inside. Oin threw a stack of plates at its head, but another Orc broke through the roof and fell into the house. The first orc at the door swung at Sigrid, at she fell backward onto the table benches. She slid under the table and pulled the bench sideways next to her as a shield. Fili grappled with an Orc. As another orc fell in through the roof, Tilda threw a plate at it, then Sigrid pulled her under the table as well.

"Get down!"

An orc threatened Bain, and Bain pushed the bench at it, knocking it over. Bain then grabbed the end of the bench and threw it up, hitting the Orc in the head. More orcs jumped in through the roof, and one approached Kili, who was lying in bed.

Bofur tried to crawl away, but the Orc grabbed him by the legs and pulled him back, then threw him onto a table which tipped and caused Bofur to roll away. The orc raised its sword to cut Bofur down, but was suddenly skewered by an arrow through its chest. It fell over dead.

In the house, the girls screamed as an Orc flipped over the table they were hiding under. Another Orc leapt to the balcony in front of the house, but suddenly, Emilia appeared and stabbed it in the throat with her knife. She pulled out her other knife as well, and began killing the Orcs in the house with a sense of lost elegance and grace, almost like a dancer performing for the hundredth time. Legolas jumped in through one of the holes in the roof. He too began killing Orcs. Tauriel followed shortly behind. An Orc approached Kili and grabbed him by the wounded leg. As Kili screamed in pain, Emilia, alerted by his screams, threw a knife and it plunged into the Orc's throat. Legolas and Tauriel slay Orcs left and right. As an Orc ran at them, Fili grabbed Bain and forces him down.

Emilia killed the Orc, then turned to kill another one. Kili stabbed the Orc as well with the knife Emilia had thrown earlier, and they together kill the Orc. But then, Kili fell over onto the floor, howling in pain, and Emilia looked at him in worry.

An Orc, Bolg's lieutenant, fled from the house and jumped over the balcony, landing in a boat in the water below. He yelled to Bolg, who was striding toward the house.

"Ekinskeld. Obguranid!" [Translation: Oakenshield has gone!]

"Gur! Arangim!" [Translation: Fall back! Regroup at the bridge!]

The remaining Orcs joined him.

In the house, Legolas stabbed an Orc and tripped it, and it fell backward over the balcony railing and landed in the boat below. The boat acted like a seesaw and sent Bolg's lieutenant orc, who had jumped into the boat earlier, flying up into the air, where Legolas sliced off its head with his knives. As the orc's body fell into the water below, its head still looked at Legolas. Legolas released the head and it fell, bouncing off of the boat into the water with a loud splash. Legolas looked and saw the remaining Orcs running through Laketown after Bolg.

Bofur dazedly got up and saw the Kingsfoil lying in front of him.

In the house, Bain spoke to Emilia amazedly.

"You killed them all."

"There are others. Tauriel, come." Tauriel nodded and moved close to Legolas, but he turned at Emilia as if to signal for her to follow. She shook her head with a slight smile. Tauriel smiled at her, shaking her hand quickly.

"May we meet again someday?"

"Not under these sort of circumstances I hope."

Tauriel smirked. Emilia nodded toward Legolas.

"We're losing him!" Oin called, turning her attention back to Kili.

Kili moaned in pain. Hearing a noise, Emilia grabbed her knives, then saw Bofur running up with the Kingsfoil. Her eyes open in shock and she took the leaves from Bofur's stunned grasp. He was too stunned to speak and was looking at her like she was back from the dead.

"Athelas." She breathed knowing exactly what she was about to do.

She reverently examined it.

"Athelas…" she breathed again remembering the old ancient spell.

"What are you doing…?" Bofur asked.

"I'm going to save him."

Emilia turned to the eldest girl.

"Does your father keep any alcohol in the house?"

"For Kili? I have never heard of a medicine with alcohol in it," Oin questioned.

"No, not for him for me. It will take the edge off of me," she turned to the girl, "please."

Sigrid nodded before running off.


In the mountain, Thorin had decided to save Bilba. He charged with his sword out through the tunnels, and stopped as flames lit up the walls of the tunnel. He ran out onto the same overhang Bilba had earlier reached, then stopped abruptly when he saw the mountain of treasure all around him. It completely clouded his earlier yearning to hold his love, now he wanted to hold the treasure. He breathed heavily. Just then, Bilba ran up to him.

"You're alive!"

I had expected a more loving welcome, Bilba thought to herself.

"Not for much longer!" she replied sarcastically.

"Did you find the Arkenstone?"

"The dragon's coming!" she retorted, trying to avert the conversation.

"The Arkenstone!"

They are both standing at the entrance to the tunnel, but Thorin was blocking Bilba's way. They paused and looked at each other for several seconds, then Thorin spoke again, more quietly but much more forcefully.

"Did you find it?"

They stared at each other for several seconds, panting heavily.

"No. We have to get out."

Bilba tried to enter the tunnel, but Thorin swung his sword across it, blocking the entrance. He pressed the blade against Bilba, and Bilba stumbled back, the sword still touching her. Bilba and Thorin faced each other, with the tip of Thorin's sword against Bilba's chest just above her cleavage.

"Thorin. Thorin!"

Thorin stepped forward, forcing Bilba to step back. Bilba's eyes were open in fear, and Thorin's face was steel and blank of emotion. It was not the Thorin Bilba had seen before.

Suddenly, Bilba looked off to the side, and Thorin heard a sound in that direction. He turned and saw Smaug approaching over the mountain of treasure. Smaug, recognizing Thorin, snarled. Suddenly, the remaining dwarves ran out of the tunnel and faced Smaug, their weapons out. Smaug roared and rushed at them; his chest and neck glow orange.

"You will burn!"

Just as Smaug bellowed fire at them, the dwarves and Bilba turned and jumped off the staircase. They tumbled down the pile of treasure and landed near the entrance to another tunnel, which they ran into.

"Come on, Bilba!"

Angrily, Smaug breathed fire in all directions. Thorin, the last one in the door, was pushed in by the force of the flames. He ran into the room at the other end of the tunnel with the back of his coat on fire, and he threw himself on the ground and rolled to extinguish the flames. He jumped back up.

"Come on."

With Smaug roaring in the background, they ran.


At Bard's house, Emilia washed and tore apart the Kingsfoil in a tub of water held by Tilda. Fili, Oin, and Bofur picked up a moaning Kili and laid him on the table and tried to hold him down.

"Hold him down please, I need him steady," Emilia commanded, her voice audibly shaky.

She approached with the bowl of water and examined Kili's wound. Seeing how black and festered it was, she looked away in worry, knowing how much this was going to hurt him, and herself. As the others looked on, Emilia closed her eyes and began chanting in a language, much older than anything the other dwarves had heard before, older than Elvish, while she kneaded the soaked Kingsfoil in her hand, then pressed it to Kili's wound. Her eyes were now a light blue in color, and her hair now had turquoise highlights in it.

The dwarves watched in a frightened awe as she spoke. Then their eyes were diverted to her hands. As she continued with the spell a black substance, almost like a thick ooze, moved up her nimble fingers, to her hands, up her arms, then it trailed up her neck and into her eyes which went a glassy black, almost as if her pupils dilated to cover her eyes. As the sick substance moved up her body, the color from her hair faded, making its already very dark color, even darker.

Kili screamed and thrashed in pain, and Sigrid jumped in to help hold him down. She called her sister to come help as well.

Emilia's head threw back with a shuddering gasp. She still continued chanting the words over and over again.

Other than an oblivious Kili, everyone noticed Emilia straining to keep up, her strength failing. Her voice was breaking, her breathing was unsteady, and her hands were shaking. She knew what this was going to cost her, but she was so close to finishing the spell, though she knew the most painful part was just ahead.

Fili looked at her strangely, and Oin listened in amazement through his fairly dented hearing trumpet. Kili began calming down. In his hearing, it seemed as though Emilia's breaking voice had become echoing and all-encompassing. To his vision, she appeared to start glowing like a star. He stared at her, glassy-eyed not noticing the sick like substance that was crawling around her. Soon he went unconscious just as the black started slipping up her hands as if there were none left in Kili, and when it did, Emilia gasped out of pain, but kept uttering the words. The dwarves and the children both let go of Kili as Emilia staggered backwards her head in her hands.

She screamed only once as she fell to the floor securing herself against the wall. She was trying to piece her head back together, the pain was extreme. No one dared touch her until the black faded from her eyes.