The Scoobies and Dwarves ready their weapons and arm themselves for what is coming their way. That was when a brown-bearded man rides at full speed through the forest on his rabbit-drawn sled. He pulls up short by the Dwarves and Scoobies.

"Thieves! Fire! Murder!" The brown-bearded man cried out, as if he was alerting something.

"Who the bloody hell are you?" Spike asked, raising his weapon in defense with the others.

"Radagast!" Gandalf said in relief and walks over to him. "Radagast the Brown. Ah. What on earth are you doing here?"

"I was looking for you, Gandalf." Radagast replied back to him in a quick tone. "Something's wrong. Something's terribly wrong."

"And what is the emergency?" Gandalf asked, wanting to know.

Radagast opens his mouth to speak, but shuts it. He opens his mouth again, but closes it again. He has forgotten what he was going to say. "Oh, just give me a minute." He continues to his mouth, but closes it again and again. "Um, oh, I had a thought, and now I've lost it. It was, it was right there, on the tip of my tongue." He curls up his tongue, and looks surprised. "Oh, it's not a thought at all; it's a silly old..."

Gandalf pulls a stick insect out of Radagast's mouth. "By believe this might be the reason."

"Stick insect!" Radagast said, looking intrigued.

The Dwarves, Scoobies, and Bilbo all looked flustered.

As the Dwarves and Scoobies had been sitting around and relaxing, Radagast and Gandalf go off a few paces and speak privately.

"The Greenwood is sick, Gandalf." Radagast explained about the situation. "A darkness has fallen over it. Nothing grows any more, at least nothing good. The air is foul with decay. But worst are the webs."

"Webs? What do you mean?" Gandalf asked.

"Spiders, Gandalf. Giant ones." Radagast answered the question. "Some kind of spawn of Ungoliant, or I am not a Wizard. I followed their trail. They came from Dol Guldur."

"Dol Guldur? But the old fortress is abandoned." Gandalf added.

"No, Gandalf, it is not." Radagast shook his head and continued to explain his story. "A dark power dwells there, such as I have never felt before. It is the shadow of an ancient horror. One that can summon the spirits of the dead. I saw him, Gandalf. From out of the darkness, a Necromancer has come."

Gandalf cleans his pipe with his beard, then offers it to Radagast. "Try a bit of Old Toby." He offered the pipe. "It'll help settle your nerves."

Radagast breathes in the smoke, but while that happens, his eyes crossed and gave a blissful look on his face as he blows out the smoke.

"Now, the Necromancer." Gandalf brought it back up. "Are you sure?"

Radagast pulls out a cloth-wrapped package and hands it to Gandalf. Gandalf unties it and opens it; upon seeing its contents, he looks concerned.

"That is not from the world of the living." Radagast whispered.

Suddenly, a howl was heard in the distance of the forest.

"What was that?" Tara asked, looking panicked.

"I don't know, it sounded like a wolf." Riley described the sound of the howl.

"Wait a minute, are there wolves out there?" Bilbo asked.

"Wolves? No, that is not a wolf?" Bofur shook his head.

"What do you mean its a not a wolf?" Harmony snapped.

From behind a nearby crag, a large canine beast emerges. Angel looks up and saw it.

"Look out!" Angel yelled.

The monstrous beast leaps into the midst of the two groups; knocking down one of the dwarves.

"Kill it!" Xander yelled.

Riley and Kyle both kill the canine beast with their weapons, but that was when another one attacks from the other side. Kíli shoots it with an arrow, bringing it down. However, it gets back up, only to be killed by Faith.

"What are those things?" Cordelia cried out suddenly.

"Warg-Scouts!" Thórin responded loudly. "Which means an Orc pack is not far behind."

"Wait a minute, an Orc-pack?" Xander snapped.

"What's an orc pack?" Willow asked nervously.

"Who did you tell about your quest, beyond your kin?" Gandalf demanded.

"No one." Thórin replied softly.

"WHO DID YOU TELL?" Gandalf barked.

"No one I swear!" Thórin promised him loudly for the wizard to hear.

"What the hell is going on here?" Cordelia asked in a panic.

"We're all been hunted." Gandalf answered her.

"We have to get out here." Spike said. "We have to get the bloody hell out of this."

"We can't! We have no ponies; they bolted." Óri informed worriedly.

"Oh that's great." Faith sighed with a grin on her face.

"Well what are we going to do?" Xander asked. "We can't just sit around and wait for these poachers to hunt us down."

"I'll draw them off." Radagast volunteered.

"These are Gundabad Wargs; they will outrun you." Gandalf warned him.

"These are Rhosgobel Rabbits." Radagast stated and grinned. "I'd like to see them try."

Howls were heard all over the forest. The orc pack was led by a ferocious Gundabad Orc Hunter named Yazneg. Yazneg and his pack had been searching all over for the Dwarves and was willing to deliver their heads to his unnamed master. As he sent a couple of wargs to sniff out a different section of the forest, Radagast and his rabbits shoot out of the forest, and all the Wargs and riders start chasing him.

"Come and get me! Ha ha!" Radagast laughed as he was been chased.

Gandalf watches from behind a rock as Radagast and the Wargs disappear in the distance. He beckons both groups to follow him. "Come on!"

The Dwarves and Scoobies rush across the rocky plains while Radagast was been chased by the warg pack. As the both groups run across the plain, they see the pack not too far from them, so they hide behind the rocks.

"What is he doing?" Jonathan asked quietly.

"Everyone stay together." Buffy said to him and the others.

"Okay, let's move." Angel replied.

Both groups continue to run while Radagast drives his sled beneath an overhanging projection of rock. He managed to duck, but the Gundabad Orc on his warg behind him gets knocked off. As the chase continues, Faith and Larry grab Lance who was running out of the cover.

"Lance, no!" Larry exclaimed as he pulled him back. "Pay attention to yourself."

"Sorry." Lance apologized.

"Come on! Quick!" Gandalf beckoned the others to follow him.

"Excuse me, but where are you leading us?" Amy asked him.

Gandalf doesn't answer her question and beckons her to keep up. Amy sighs and runs.

As the pack chase Radagast, an orc scout named Lagdush made a sudden stop and smells through the air. The Dwarves and Scoobies take cover behind an outcropping of rock when Lagdush and his warg appear on top of the outcropping. As the orc hunter sniffed all around the air, Thórin looks at Kíli and gives him a nod. Kíli readies his arrow and immediately steps out and shoots the Warg. The Warg and the orc on it fall near the dwarves, and the dwarves kill them. The sounds of their fight carry quite far; the other Wargs and Orcs stop chasing Radagast as they hear roars and screams from behind the rocks.

"Move! Run!" Gandalf yelled when he heard the howls that were coming straight towards the group.

"Let's go! Let's go!" Faith shouted.

The Dwarves and Scoobies run through the grassy plains, but that was when Wargs and Orcs begin to surround them from all sides.

"There they are!" Tor shouted, pointing at a couple of wargs that spotted them.

"Kíli! Shoot them!" Thórin called to his nephew.

They run for a while longer, then halt in a clearing as they see Wargs on all sides.

"There's more coming!" Harmony shouted.

Looking around, Gandalf sees a large rock and runs toward it and disappears.

"We're surrounded!" Tara cried.

Kíli begins shooting at the Warg and the Warg-riders that were coming all around in each direction.

"Where the bloody hell is Gandalf?" Spike exclaimed.

"Where did he run off too?" Amy asked, looking around for him.

"Did he just abandon us?" Jonathan asked worriedly.

"Everyone, gather!" Buffy shouted.

"Stand firm!" Angel yelled.

As the Dwarves and Scoobies gather close to each other near the rock Gandalf disappeared by, Yazneg and his fellow riders begin to approach them. Óri shoots a rock at Yazneg with his slingshot, to no effect.

"Hold your ground!" Thórin barked.

Before the Dwarves and Scoobies were ready to engage the enemy, Gandalf pops up from a crack in the rock.

"This way, you fools!" Gandalf shouted at them.

As the Wargs approach, the Dwarves and Scoobies slide into the large crack in the rock, in which they were all sliding into a cave. Thórin and Kíli were the last ones to jump into the crack. Just as Yazneg and his pack reach the crack, a horn sounds, and a group of mounted Elves rush into the fray, shooting and spearing the Wargs and Orcs.

"What was that?" Gwen asked, hearing the sound.

"Sounds like fighting." Harmony assumed.

The Dwarves and Scoobies listen to the conflict from inside the crack. That was when one of the orcs falls into the cave.

"Look out!" Scott yelled.

"Aaaaahhh!" Jonathan screamed.

"Its dead, Jonathan." Larry assured him.

Thórin plucks out the arrow and examines its make. "Elves." He spat in disgust and threw the arrow to the rocky floor.

"Hey guys, look." Rhonda pointed at a the end of the cave, leading away.

"We cannot see where the pathway leads. Do we follow it or no?" Kyle asked them.

"Ah, follow it of course." Harmony suggested without thinking.

"I think that would be wise." Xander agreed.

For minutes, the Dwarves and Scoobies had been following the secret path.

"Gosh, its so narrow." Willow said. "I'm having a bit trouble here."

"Me too." Tara said.

As they are all walking, Amy makes a sudden stop and turns around to look at Gandalf. "Gandalf, where are we?" She asked him.

"You can feel it?" Gandalf replied.

"Yes." Amy said. "It feels like… well, it feels like magic."

"That's exactly what it is- a very powerful magic." Gandalf answered.

The pathway eventually opens out into an open area.

"Oh my... have you ever seen a city look like that before?" Cordelia asked in awe.

Below the valley below, was an elven city.

"The Valley of Imraldis." Gandalf introduced its name. "In the Common Tongue, it's known by a another name."

"Rivendell." Bilbo answered as he stared at the place.

"Here lies the last Homely House east of the sea." Gandalf said.

"It's beautiful." Xander remarked on the appearance of Rivendell.

Thórin turns angrily at Gandalf and said. "This was your plan all along, to seek refuge with our enemy."

"You have no enemies here, Thórin Oakenshield." Gandalf assured the angry dwarf. "The only ill-will to be found in this valley is that which you bring yourself."

"You think the Elves will give our quest their blessing?" Thórin asked. "They will try to stop us."

"Well of course they will." Gandalf said. "But we have questions that need to be answered. If we are to be successful, this will need to be handled with tact and respect and no small degree of charm. Which is why you will leave the talking to me."

Both groups follow Gandalf as they cross an elven bridge which leads them towards the entrance of Rivendell. While they were inside, the Scoobies noticed hundreds of elves that were walking anf strolling over the city. Bilbo and the Scoobies gaze in awe at the beauty of the place, but the Dwarves all looked uneasy by this.

Just then, a dark-haired elf walks down a flight of stairs and greets them.

"Mithrandir." The dark-haired elf greeted the wizard.

"Ah, Lindir." Gandalf greeted back.

"Lastannem i athrannedh i Vruinen." (We heard you had crossed into the Valley.) Lindir said to him in elvish.

"I must speak with Lord Elrond." Gandalf said.

"My lord Elrond is not here." Lindir informed.

"Not here? Where is he?" Gandalf asked.

Suddenly, the Elvish horns from earlier are heard again. The Dwarves and Scoobies turn around and see a cavalry of armed elven warriors approaching along the bridge at a rapid rate.

"Ifridî bekâr!" (Ready weapons!) Thórin bellowed in dwarfish. "Hold ranks!"

"What are they doing?" Roy asked, confused.

The dwarves bunch up together into a tight circle with their weapons pointed outward as the mounted Elves arrive and ride in circles around the dwarves. Eventually, they stop, and one elf, Elrond, separates himself from the others.

"Gandalf." Elrond called out to his old friend.

"Lord Elrond." Gandalf bows gracefully and speaks to him in elvish. "Mellonnen! Mo evínedh?" (My friend! Where have you been?)

"Farannem 'lamhoth i udul o charad." (We've been hunting a pack of Orcs that came up from the South.) Elrond explained to him in elvish. "Dagannem rim na Iant Vedui." (We slew a number near the Hidden Pass.)

Both Elrond and Gandalf embrace each other.

"Strange for Orcs to come so close to our borders. Something, or someone, has drawn them near." Elrond assumed as he held up an Orc sword and shows it to everyone, then hands it to Lindir.

"Ah, that may have been us." Gandalf chuckled.

Elrond turns to look at Thórin, who steps forward to meet his gaze. "Welcome Thórin, son of Thráin." He greeted the unhappy dwarf. "We are proud that you and your company made this far."

"I do not believe we have met." Thórin replied.

"You have your grandfather's bearing." Elrond said about him. "I knew Thrór when he ruled under the Mountain. He was good friend. He had so much will and honor with him, and so do you."

"Thank you, Lord Elrond." Thórin replied and made a slight bow to the elven lord. "My grandfather did mention you many years ago."

Elrond turns to the Scoobies and speaks to them in elvish. "Nartho i noer, toltho i viruvor. Boe i annam vann a nethail vin." (Light the fires, bring forth the wine. We must feed our guests.)

"What?" Tor asked confused.

"What the bloody hell did he just say to us?" Spike asked quietly.

"I have no idea." Cordelia answered.

"Uh, excuse me, we're very proud to be welcomed here, but we just don't understand what you just said." Buffy smiled.

"I bet he was offering all of us an insult!" Glóin growled.

"No, master Glóin, he's offering you food." Gandalf said exasperatedly to the dwarf.

The dwarves quickly discuss this amongst themselves.

"Ah well, in that case, lead on." Glóin insisted.

Later in the afternoon, Bilbo sat along with the Dwarves and Scoobies in various tables of the Elven Court.

"Look just try it." Percy said, insisting Óri to eat a piece of cabbage. "Just a mouth full."

"I don't like green food." Óri said.

Dwálin looks through a bowl of greens. "Where's the meat?"

Óin holds up a vegetable with his knife and looks at in disgust.

"I wonder Larry, do they have any chips around here?" Jonathan asked him and noticed he was eating carrots. He sounded annoyed. "Did you here what I've been telling you?"

"What, yeah!" Larry claimed. "Chips."

While Rhonda was eating, Kíli sat next to her and makes eye contact with a female Elven harp player. The harp player stares at him while playing when the friendly dwarf gave her a wink as a sign of liking her and the music she was playing. The female elven player smiled back and felt pleased while Kyle, Tor, Heidi, and Rhonda were now giving the dwarf stern looks.

"Can't say I fancy Elf maids myself." Kíli said, trying to play it off. "Too thin. They're all high cheekbones and creamy skin; not enough facial hair for me. Although…" He turns to see another elf walk by. "That one there's not bad."

"That's not an elf maid." Tor replied.

The elf in question turns to reveal that he is indeed not an elf maid. Kíli looks a bit shocked until Kyle, Tor, Rhonda, and Heidi burst out laughing.

"You actually fell for that you poor dope." Kyle laughed.

"Yeah, yeah, very funny." Kíli sighed in disgrace.