Bain held onto Lucy's hands as the boat floated through the waters. She was clearly upset about her fathers actions, but she was putting on a tough act and pretending it didn't bother her.

Tauriel glanced ahead down the canal, her eyes peeled for any other boats that might crash into them again. The edges of the boat were already dangerously close to the water, being weighed down by the amount of bodies on board.

As the boat sailed through a crossroads, Bain glanced up as the bell tower caught his attention. And on it, was his father and Sylwen.

"Da!" He gaped, fear running down his spine as he watched his father do what he could.

Sigrid and Tilda's heads snapped up at the sound of their brothers voice, their eyes locking on their father.

"Da! Sylwen!" Tilda's terror filled cries rang into the night.

"He hit it!" Kili cried out, his heart leaping into his throat as he watched the arrow hit the dragon. "He hit the dragon!" He exclaimed, hope welling in his chest.

Tauriel watched as the arrow fell to the ground, the dragon continuing his destruction. "No.." She whispered out quietly.

"He did!" Kili pushed his belief. "He hit his mark! I saw!" He looked back at Tauriel before back up at the bowman.

Tauriel shook her head. "His arrows cannot pierce his hide." She told them sorrowfully. "I fear nothing will.."

Bain sat there as he listened to her words, his mind buzzing as he thought. There was one thing that could pierce the dragon..

Turning around in the boat, Bain caught sight of the statue in the middle of the town, and directly below it, the boat he had hidden the black arrow in.

Lucy watched Tauriel quietly, glancing up at the sky as the dragon soared overhead, her hand still wrapped tightly around Bain's. It was but a mere few moments later when Bain suddenly stood up, his hand pulling from hers as she looked at him. "Bain what are you doing?"

She didn't get an answer as he suddenly grabbed a fishing hook that hung overhead, swinging off the boat. Bofur and Fili tried to catch the fleeing child, but their reach was too short.

"What are you doing!?" Bofur called, though relieved to see the kid land safely on the docks.

"Bain!" Lucy cried, watching helplessly as Bain rushed down the docks and out of sight.

"Leave him!" Tauriel raised her voice, hushing the panicked residents of the boat. "We cannot go back." She whispered, as much as she didn't want to leave the child behind, she had to get the rest of the boat to safety.

Sigrid held onto Tilda tightly. "He'll be okay." She told her, hugging her sister as she forced herself to believe that the three of them would return to them safely. "They all will be."


As much as Sylwen kept her concentration on watching Bard, her gaze would unwillingly flutter to the dragon whenever it would come to close to the tower. Her gaze watched as he fluidly soared through the sky, strong wings holding up him and powerful gaze set on the destruction of the town below him.

Something about it, something about him..felt so familiar. It sent a tingling sensation down her spine as she felt the warmth of the flames reaching the sky.

Bard glanced down at Sylwen, who had been silent for a few minutes now, her gaze fixated on the dragon. He could see the light of the flames flickering in her emerald eyes. He quickly ducked down beside her, taking her face in his hands as he made her look at him. "Hey, stay focused." He told her, brushing his thumbs against her cheeks softly.

But as she gazed back at him, something stirred in the pit of Bard's stomach. Whatever happened in her past, it was clear to him now that Smaug had a large part in it. Though what scared him the most, was if he didn't end this soon, he was going to loose her.

Sylwen's eyes fluttered slightly as she gazed up at Bard, swallowing hard as she nodded. "Sorry.." She whispered, placing both hands against his own as she closed her eyes.

Eru help me..

Bard stood up once again, turning around as he reached for his arrows, pausing as his gaze landed upon the last one. His last shot.

Clenching his fist tightly, he grabbed it. Stepping onto the railing of the tower once again, he held his arrow at the ready, his gaze locked onto Smaug as he laid destruction upon Laketown. Once more, he pulled the arrow back and released it, only to watch it ricochet off the beasts wing and fall to the ground below.

Only this time, Smaug seemed to have noticed as he flew low, purposely hitting the edge of the tower. Not enough to break it, but enough to cause Bard to fall backwards onto the wooden floor of the tower.

"Bard!" Sylwen crawled over to his side, her eyes burning as she looked down at him. "Are you alright?" She asked worriedly.

"I'm fine.." He whispered, leaning himself up a bit as he watched Smaug wreak havoc. "I'm sorry, I couldn't do it."

Sylwen shook her head, hugging his head gently as she placed her cheek against his hair. "Don't apologize." She murmured, closing her eyes as she tried to drone out of the sound of death that surrounded her. "You did all you could Bard, there's no need to apologize."

Before he could reply, the sound of footsteps rumbled up the stairs, Sylwen glancing up as she saw the black head of curly hair pop up.

"Dad!" Bain cried, finding his father and Sylwen at the top of the tower, his eyes desperate.

Bard whipped around at the sound, his blood running cold as he found his son. "Bain! What are you doing?" He scolded, desperation running through his voice. "Why didn't you leave! You were supposed to leave!"

"I came to help you!" Bain struggled to explain to his father, but he was quick to stop him once again.

"No!" Bard said, glancing back at the dragon as he felt hopeless. "Nothing can stop it now."

Lifting the black arrow into sight of his father and Sylwen, he let out a breath. "This might." He told them, seeing his father's eyes light up once again at the sight of it.

Bard looked at the black arrow that sat in his sons hand, feeling pride swell throughout him. He grasped the arrow, a small smile playing on his lips. "Bain, you go back." He leaned over, placing a hand on his cheek as Bain nodded in understanding. "You get out of here now." He told him.

Sylwen heard a growl echo in the air, looking up as she froze, watching as Smaug aimed straight for the tower. "Bard!"

Bain's eyes connected with the dragon as it aimed for them. "Dad!" He cried. The next thing he knew, the entire building shook with the force of the dragon's hit, breaking the tower into nothing but a few standing wooden logs, and successfully knocking him off the edge but he managed to hold on.

Bard sat up quickly as the dragon flew off, neither Sylwen or Bain in sight. Hearing his sons cry though, he quickly went to the edge, pulling him back onto more solid ground. "Sylwen!" He looked around, his heart pounding in his chest as he couldn't find her anywhere.


Sylwen had barely had a chance to react when Smaug hit the tower, the force of it knocking her off and straight into the cold waters below. It was almost instantaneously that the water clogged up all of her clothing, weighing her down in the water. Her breath was short as she struggled in the water, the ice temperature slowing her movements down.

Shutting her eyes tightly, she pushed through the water when she finally hit the surface, blindly grasping for any solid surface until her hands hit the dock. Hoisting herself up, she laid there, her entire body shivering from the cold and damp clothes.

"Sylwen!"

She heard the desperate cry from the tower as she glanced up to where she saw Bard. "I'm okay!" She called up to him.

Bard heard her voice from below, his gaze snapping to where it came from as he found her sitting on the docks, completely soaked but otherwise alright.

It seemed their time was coming to an end though, when he heard the sound of the wooden houses crunching below an extreme weight. He grabbed the black arrow from Bain's hands, turning around and watching as the dragon landed amongst the town, his large head swiveling straight in his direction, their gazes locking.

"So you are the one who took her." Smaug snarled, setting his sights upon the bowman that dared stand against him. He watched his feeble attempt to defend himself crumble before him as his bow hung in two pieces. "Now that is a pity." He taunted, stepping over the buildings as they crumbled beneath his weight. "What will you do now, bowman?" He heavily emphasized the last word.

"You are forsaken. No help will come." He barely even noticed the house fall beneath him, making his way toward the tower, purposely dragging it out. "I will take back that of which is mine." He hissed, possession and greed shining brightly in his eyes.

Bard glanced down, his gaze scanning for Sylwen but she was no where to be found. The panic rose in his chest when he couldn't find her, his gaze snapping back to the dragon once again.

Smaug almost hummed as he watched his prey struggle. "Is that your child?" He mused, his tongue flicking out of his mouth. He took great pleasure in the fear stricken look on the bowman's face. "You cannot save him from the fire. He will burn!"

Bard turned around, formulating a plan before he jammed the end of bow into the wooden poles, crafting himself something that would at least hold.

Bain finally stood up, looking at his father as no words were exchanged between them but both knew what had to be done. Latching the black arrow to the twine, the neck of it rested on Bain's shoulder, Bard pulling it as far back as he could muster.

"Tell me, wretch." Smaug continued, a growl rumbling in his chest. "Was she worth it?"

Bard steadied the arrow as he kept his gaze on Smaug, the fire from the houses illuminating his belly as the dragon raised himself up. And there amongst the darkened scales, was his mark.

The tales were true! He almost smiled in relief. There was still a chance.

"Now, you have nothing left, but your death!" Smaug roared, growing tired of toying with him as he charged forward, fully intent on ending the line of those pesky bowmen and their black arrows.

Bain nervously glanced over his shoulder at the charging dragon, swallowing hard.

"Bain, look at me. You look at me." Bard spoke gently, returning his sons attention back to him. He had but a few moments. "A little to your left.." He said, Bain adjusting his position as Bard held the arrow in place.

Then, he let it go.


Sylwen heard Smaug's voice rumble through the air as she made her way through the nearby house, managing to find one that wasn't completely on fire. Her heart hammered loudly in her chest, peeling off her sodden clothes as she took the few pieces of dried and non-charred clothes within the house.

She tried to drone out the sound of his voice, but she found it hard to do so as Smaug spoke of her.

"Bard.." She whispered quietly, trying to remind herself of what was really important at that time. Pulling on the dry coat, she wrung her hair out as best she could before quickly rushing back outside.

It was that very moment when she stepped outside, that she heard the whizzing sound of the black arrow as it soared through the sky and implanted itself into Smaug's chest.

Sylwen felt her heart break at the sound of the strangled roar that ripped through the dragons mouth, watching in horror as he all but crashed into the tower, knocking it off its last remaining foundations.

"Bain! Bard!" She called desperately, eyes frantically scanning the water for sign of either of them. All she could see was bit of wood and logs floating in the water, setting the fear deeper into her heart.

It was then she heard the agonizing roar of the dragon overhead, causing chills to run down her spine. Freezing in her spot, Sylwen slowly tilted her head up, gaze locking onto the dragon as it struggled in the air, fighting to get his wings working as the black arrow drained his life.

Her breathe seemed to evade her at this point, her throat tightening painfully as she watched the scene in the sky.

"SMAUG!" Sylwen cried out, her voice tearing her throat as it echoed into the night sky. Her voice seemed to reach him though, as he stropped struggling, his eyes wide as he soaked in the sound of her voice for the last time before the fire in his gaze faded into darkness and began to fall from the sky.

Sylwen's ears rung as she watched his body fall, her chest tightening as she struggled to breathe.

Her head exploded with pain, crippling her as she collapsed to her knees, holding her head.

All her forgotten memories, all the years she spent in the mountain with Smaug; they all came rushing back to meet her with breathtaking force.


Authors Note: Omigosh. So much excite. We finally hit the point you guys have all been waiting for! Next chapter will be a full flashback/memory chapter :D