Back in Rivendell, the Scoobies and the Dwarves were having a early-morning breakfast and party in their quarters. They roast sausages over a fire made by burning the Elvish furniture.

While eating, Kyle looks at his sausage thoughtfully and turned up to see Bombur sitting on a bench that was making cracking noise. Kyle grinned and thought of something. "Hey Bombur!" He called to the fat dwarf. "Catch!"

Bombur looks up and catches the sausage that Kyle threw, however what the dwarf didn't realize was, the weight of the sausage was just too much for the bench. As the bench breaks, Bombur falls to the floor, along with all his food.

Kyle and everyone around him began to laugh uproariously.

"Now that's more like it!" Roy laughed.

"Now that's what I call entertainment." Spike laughed a bit.

"This is fun!" Faith laughed.


Meanwhile, Buffy, Angel, and Bilbo were wondering Rivendell separately when they overhear Gandalf and Elrond talking.

"Of course I was going to tell you." Gandalf said. "I was waiting for this very chance. And really, I – I think you can trust that I know what I am doing."

"Do you?" Elrond replied. "That dragon has slept for sixty years. What will happen if your plan should fail? If you wake that beast…"

"But if we succeed!" Gandalf cuts him off. "What if the dwarves take back the mountain, then our defenses in the east will be strengthened."

"It's a dangerous move, Gandalf." Elrond warned him.

As Bilbo, Angel, and Buffy were listening to them and felt very concerned of this, Thórin had been listening as well somewhere in a dark corner.

"It is also dangerous to do nothing!" Gandalf claimed. "Oh, come – the throne of Erebor is Thórin's birthright! What is it you fear?"

"Have you forgotten, a strain of madness runs deep in that family." Elrond explained. "His grandfather lost his mind. His father succumbed to the same sickness. Can you swear Thórin Oakenshield will not also fall? Gandalf, these decisions do not rest with us alone. It is not up to you or me to redraw the map of Middle-earth."


In the morning, the Scooby Gang and the Company of Oakenshield had left Rivendell altogether, leaving Gandalf behind while he was busy in a council meeting with Lord Elrond. They hike along the pathway from Rivendell.

"Be on your guard everyone." Buffy addressed the Scoobies. "We're about to step over the edge of the Wild."

"Weapons ready in case we run into trouble." Riley addressed as well.

Larry turmed to Jonathan. "Hey Jon, we should probably keep an eye on our little burglar."

"Right." Jonathan nodded, complying.

"Let's hope we have enough food and drinks for our journey to the East." Xander whispered to Larry.

"I got plenty of water bottles." Larry whispered back to him.

"Good thinking." Xander remarked.

"These boots are killing me." Cordelia groaned, feeling how her boots were tightening her.

"So are mine." Gwen groaned as well. "Should have brought my proper boots."

Faith walks up to Buffy. "So how do we know if Oakenshield is really up to the task?" She asked quietly.

"It's what I fear about him." Buffy whispered.

"What do you mean?" Faith asked quietly, wanting to know.

"I overheard what Lord Elrond was saying about Thórin." Buffy began to explain quietly. "Well, he kinda... mentioned that a sickness lies deep in him and his family."

"What kind of sickness?" Faith asked.

"That is something that I would very much want to know." Buffy answered. "Whatever happens, we need to be extra careful on what we are dealing with, Faith."

"A big fire breathing dragon that laid dormant in a mountain for many years." Faith scoffed. "Oh this is going to be thrilling."

"Okay, I am not quite amused by the word 'thrilling'." Buffy said in a boring tone.

Bilbo was last one following the two groups. He stops for one moment and turns around to stare at Rivendell one last time. He hoped that after this quest was fulfilled, he would one day return to Rivendell.

"Bilbo!" Devon called to him. "I suggest you keep up." He turns around and walks.

"Or he'll be left behind." Lisa whispered next to him.


For hours, the Company of Thórin Oakenshield and the Scooby Gang have been hiking through the wilderness of Middle-earth, over ranges, mountains, and plains. Eventually, during a fierce storm, both groups were crossing a narrow trail of the Misty Mountains. The trail had a cliff on one side and a sheer drop on the other.

"Everybody hold on!" Buffy shouted.

"Man, this is a weather that I hate." Owen spat. "Thunderous lighting."

As Bilbo walks, the stone beneath his feet gives away, and he starts falling into the chasm.

"Hang on!" Faith cried, managing to grab him in time and pull him back up. "Stay close to the edge, and you'll fall very quickly during a storm like this."

"We must find shelter!" Spike yelled.

"Keep moving!" Thórin shouted.

"Watch out!" Gwen screamed.

Everyone looks up and saw a massive boulder hurtling through the air. it hits the mountainside above them, causing rocks to fall all around them as they press themselves against the mountain.

"This is no thunder storm." Anya claimed. "It's a thunder battle." She points towards the distance and cried. "Look!"

A massive stone giant rears up from a nearby mountain. It rips off a massive boulder from the top of the mountain.

"What the bloody hell is that?" Spike asked, shouting.

"Those are giants!" Bofur cried. "Stone Giants!"

The Stone Giant throws the boulder far in the air when another one emerged from behind the Company and the Scoobies and it is hit in the head. Everyone shouts and cries to brace and hold on, and the rocks beneath their feet begin to give way from all the vibrations and from the impact of the falling rocks. The ground between some of the Company members splits; part of the group is on one side, and part on the other.

"HOLD ON!" Buffy yelled.

"Jonathan, grab my hand!" Larry shouted, trying to reach for Jonathan, but it was too late. The two look to each other in horror as Jonathan remains with the other half.

As the two stone giants fight with their fists, both groups from each separate side hold on tight as they are flung around. One of the groups manages to jump to a different spot. A third stone giant appears, and it throws a boulder at the head of one of the first two. That one falls over; as the first group watches, it appears to them that the other group of the Company has been smashed to bits. The hurt stone giant loses its footing and falls down to the valley below. The group rushes to the spot where the others appeared to have been crushed, but they are safe.

"We're alright!" Faith said loudly.

"That was wicked!" Tor remarked.

Xander rushes to Anya, who had been groaning in fear. "Hey, are you alright?"

"Yeah." Anya responded with a groan. "Never better."

Cordelia looked around and felt relieved that everyone was alright. Suddenly, her eyes began to grow worried when she finally noticed that someone was missing. "Wait, a minute, one is missing!" She exclaimed in panic.

"Where's Bilbo?" Gwen cried.

"There!" Scott pointed.

The Scoobies and the Dwarves saw Bilbo hanging onto the edge of the cliff with just his fingertips. Scott and Lance dive down to the ground and try to grab Bilbo's arm, but Bilbo slips and falls another few feet before he catches another handhold.

"Give me your hand!" Buffy shouted, offering her hand.

"Grab my hand!" Lance cried.

"Bilbo!" Scott shouted. "Grab our hands!"

Bilbo tries to reach, but he couldn't. Angel swings down on the cliff next to Bilbo and boost him up, where the others pull him to safety. He climbs himself back up without falling. Bilbo laid back on the cliff side in fear, and couldn't imagine how dangerous it was.

"You okay?" Willow asked.

Bilbo shook his head, still in fear.

"Hey its okay." Willow whispered and gave him comfort. "Your alright."

"I thought we'd lost our burglar." Dwálin said in relief.

"He's been lost ever since he left home." Thórin said in disgust. "He should never have come. He has no place amongst us."

The Scoobies overheard what he said. Some of them agreed that he was right, and that Bilbo should never have joined the Company of Oakenshield in the first place. The Scooby Gang and the Company of Oakenshield managed to find a cave while moving across the path that was growing a bit wider.

"It looks safe enough." Jonathan claimed.

"We need to be sure of that." Buffy said and turned to Larry. "Larry, you, Scott, and Owen go in first and check."

"Right." Larry complied and took out his flashlight. "Let's go."

Larry, Scott, and Owen search the cave and see nothing.

"There's nothing here." Scott called.

"This is perfect." Larry said. "This is good be an excellent spot to rest once this storm moves away."


Later on, the Company and the Scoobies were all resting. Bilbo, however, was pretending to be asleep as he stealthily opens his eyes and looks around. Seeing that no one is watching, he quietly rolls up his blankets and packs his things. Grabbing his walking stick, he starts to leave the cave, tiptoeing. Thinking it was safe and clear, he makes his way out until he walks into Heidi Barrie and Gwen Ditchik.

"Where do you think your going?" Gwen asked in whisper.

"Back to Rivendell." Bilbo replied back in a whisper to them.

"What do you mean?" Heidi asked quietly, giving him a concerned look on her face.

"What do I mean?" Bilbo scoffed quietly. "I'll tell what I mean. I've made a mistake."

"I don't understand." Gwen whispered, shaking her head. "Your part of the company."

"I'm not though, am I?" Bilbo asked her. "Thórin said I should never have come, and he was right."

"Thórin had no right to say that to you." Gwen whispered, feeling displeased of what she heard. "You can't just turn your back now."

"And that's exactly what I'm doing." Bilbo whispered, feeling that he made a mistake to himself. "I'm not a Took, I'm a Baggins, I don't know what I was thinking. I should never have run out my door."

"I-It's okay, Bilbo." Heidi whispered to him, showing comfort. "Your homesick, and I truly understand how you feel."

"No, you don't, you don't understand! None of you do." Bilbo argued in a whisper. "You used to - to this. I don't belong here. Don't you see... I'm a hobbit, and hobbits are not use to this kind of thing. Going out in the wild. I mean look at you three, your all use to this than me."

Heidi and Gwen looked at each other briefly and turned back to Bilbo.

Bilbo looked very repentant and whispered back to them. "I am sorry, I didn't mean to..."

"We understand." Heidi nodded. "Your right. You don't belong here."

"I'm glad you three understand." Bilbo whispered with a smile.

"We wish you all the luck in the world." Gwen whispered back with a smile too. "We really do."

Bilbo nodded his head and soon turns and begins to walk away.

"What's that?" Heidi asked, seeing something glowing.

Bilbo stopped and pulled out his sword partway out of its sheath and sees that it is growing bright blue.

"Bilbo, why is your sword glowing?" Gwen asked with a concerned look on her face.

"I don't know." Bilbo responded in a whisper. "I..." He paused for a moment and began to remember what Gandalf said to him while he was at the Trollshaws. He remembered that the blade would glow blue when Orcs, Goblins, or other types of creatures would be nearby.


Before Bilbo was about to alert everyone, Angel raised his head when he heard a strange machinery noise. He looks down and sees cracks form in the sand on the floor of the cave.

"Everyone, wake up!" Angel shouted.

Buffy wakes up suddenly and noticed what was going on. "Get up!" She yelled to her friends. "Hurry!"

Before the Scoobies, the Dwarves, and Bilbo were about to react, the whole floor on which they all slept on was revealed to be a giant trap door. The trap door immediately collapsed downwards, and everyone falls down the chute. Falling through a tunnel, the two groups land on a giant wooden platform.

"Well that was something." Lance groaned.

"I can't believe it!" Xander exclaimed. "We were actually sleeping on a trap door."

"LOOK OUT!" Cordelia screamed.

Everyone turns and witness a horde of goblins running towards them.

"ARM YOURSELVES!" Riley yelled.

Both the Scoobies and the Dwarves fight off the goblins, but there were too many of them. Many more kept on coming in, and some began to take away every weapon.

"There's too many!" Tor shouted when a few goblins grabbed hold of him. "Heidi, run!"

"TOR!" Heidi screamed and tried to get to him, but was suddenly grabbed by several goblins and was thrown to the ground.

"GET OFF ME!" Cordelia yelled while two goblins jumped on her. "HELP!"

"CORDY!" Xander yelled as he tried to help Cordelia, but one goblin threw a rope around his neck and pulled downwards.

Willow looked around when she was fighting back. "OZ!" She cried out for him. "TARA!"

"WILLOW!" Oz screamed as he tried to find her, but was overwhelmed and got himself captured as well.

"Get off!" Tara shouted as she tried to run, but there were too many goblins and they managed to tie her up.

"Get the bloody hell off me you little slimy buggers!" Spike bellowed as he threw a goblin right into Angel.

"Spike!" Angel growled.

Faith and Buffy fought side by side, but since there friends were getting themselves captured, they were forced to surrender.


As the Scoobies and the Dwarves were been led away by the goblins, Bilbo was the only one who didn't get captured. The goblins didn't even notice him at all and leave him behind. Gwen, Amy, Tor, Larry, Rhonda, and Devon turned and noticed Bilbo scampering behind some railing to hide as he watched the goblins proceed through the tunnels with their prisoners. Bilbo draws his sword, which is glowing bright blue, and slowly follows the goblins. Suddenly, one goblin jumps out in front of him and rushes at him with his sword. After a brief fight in which Bilbo barely manages to keep himself alive, the goblin and Bilbo both fall over the edge of a platform and fall through the darkness.


Meanwhile, the goblin horde brings the Scoobies and the Dwarves through a vast network of tunnels where they approach the open where a whole crowd of goblins were cheering. The two groups began to hear some kind of music and some of them covered their ears from hearing the musical sound. On a large, wide platform, a goblin who sat on the throne room was named Ogrod, the Great Goblin King. Ogrod was very massive, holding a mace topped with a skull. He is far larger than any other goblin, and he is incredibly ugly, with warts all over her swinging chin.

As Ogrod sits, he started coughing a bit when he began to hear the music. "I feel a song coming on!" He stands up and beginas to sing.

Snip snap, the black crack

Grip, grab, pinch, and nab

Batter and beat

Milk 'em, stammer and squeak!

Pound pound, far underground

Down, down, down in Goblin Town

With a swish and smack

And a whip and a crack

Everybody talks when they're on our rack

Pound pound, far underground

Down, down, down in Goblin Town

Hammer and torch, get out your knockers and gongs

You wont last long on the end of my prongs

Clish, clash, crush and smash

Bang, break, shiver and shake

You can yell and yelp

But there aint no help

Pound pound, far underground

Down, down, down in Goblin Town

After he finished singing, he walks back to this throne while the Scoobies and the Dwarves had been listening to his ridiculous. He sits back down and stares at them. "Catchy, isnt' it?" He said to the Scoobies and the Dwarves. "It's one of my own compositions."

"That's not a song, it's a bloody abomination!" Spike bellowed at the Goblin King.

"Bloody abomination you say?" Ogrod replied to Spike and gave him a wicked grin. "Bah... abominations, mutations, or deviations. I'm afraid... that's all you're gonna find down here."

"Just who do you think you are?" Harmony asked.

"I am Ogrod, the Great Goblin King, ruler of Goblin-town, and you fools have just entered my domain." Ogrod growled a bit and jumps off his throne, trampling several goblins, and approaches the Scoobies and the Dwarves to get closer look. "So tell me, why would you all be so bold as to come armed into my kingdom?" He demanded in a sharp tone. "Spies? Thieves? Assassins?"

One of the goblins named Grinnah replied to the King. "Dwarves and Humans, Your Malevolence."

"Dwarves... and Humans?" Ogrod asked, looking surprised. "Here... in my domain? How did they all get here?"

"We found them on the front porch." Grinnah explained. "They were all armed with weapons and other things Your Malevolence."

"Search them!" Ogrod commanded him and the goblins. "Search them all! Every crack, every crevice!"

The goblins start searching the Scoobies and Dwarves thoroughly, throwing away whatever they find. Óin's hearing trumpet was also thrown on the floor and crushed underfoot by Grinnah.

"Hey that's my..." Lance cried, but Kyle and Tor stopped him.

Grinnah takes out a bag and empties Elvish cutlery and candlesticks. The goblin captain snatches one of the elvish candles and reveals it to the King. "It is my belief, your great protuberance... as they are in league with Elves!"

Ogrod snatches it from Grinnah. "Made in Rivendell." He examined it. "Bah – Second Age, couldn't give it away!" He exclaimed, and tosses it aside. "So these dwarves and humans are leagued with the eternal Elves? Such a pity."

The dwarf Nóri had a guilty expression on his face as Xander, Buffy, Angel, Faith, Scott, Cordelia, and Harmony turn to look at him.

"Did you steal these?" Buffy hissed at the dwarf.

"Just a couple of keepsakes." Nóri explained.

Ogrod turns to look furiously at the Scoobies and the Dwarves after the goblins finished searching them. "What are you doing in these parts?" He asked in a demanding tone.

Before Angel or Buffy were about to speak, Óin steps in and spoke to them. "Uh don't worry, lads – I'll handle this."

"No tricks!" Ogrod said. "I want the truth! Warts and all!"

"You're going to have to speak up." Óin said to the King and showed him his trumpet that was flattened. "Your boys have flattened my trumpet."

"I'll flatten more more than your trumpet!" Ogrod roared and stomped angrily towards the half-deaf dwarf.

"Hold it! Hold it! If you want information, I'm the one you should speak to!" Jonathan offered.

"Speak!" Ogrod demanded in an angry growl.

"Um... well... we were... on a road." Jonathan explained, trying to make up a story, and made slight chuckle. "Ha-ha, well it's not so much a road as a path... actually, it's not even that, it's ah... more like a track. Anyway, the point is we were on this road, like a path or a track, and then we weren't! Which is a problem, because we were supposed to be in Sunnydale last Tuesday."

"Visiting distant relations." Cordelia added. "More like..."

"SHUT UP!" Ogrod roared even louder and sighed in anger. "If these dwarves and humans will not talk, well then... will have to make them squawk!" He shouts over an order to his kin. "Bring out the Mangler! Bring out the Bone Breaker!" He points his finger straight at Willow. "Start with the red-haired girl."

"M-Me." Willow whimpered.

"Yes... you!" Ogrod replied sharply. "Let's see if you incline in telling me the truth."

"WAIT!" Thórin roared and immediately steps forward to reveal himself to the Goblin King.

"Well, well, well, look who it is." Ogrod grinned in delight. "Thórin, son of Thráin, son of Thrór; King under the Mountain." He bowed exaggeratedly in front of Thórin. "Oh, but I'm forgetting, you don't have a mountain. And you're not a king. Which makes you nobody, really."

"You two guys know each other?" Faith asked.

"Of course we do." Ogrod replied to her. "He and I go way back."

"Well if you guys know each other, are you going to let us go?" Buffy asked the Goblin King.

"Yes... and no." Ogrod replied with a grin. "Sorry my dear, I'm afraid you and your friends are going to meet such a tragic end." he shook his head a bit. "Though, I'll save the torturuing for later, but as for you Thórin... there is someone that I know, who placed a pretty price for your head. Don't you know?" He stared at him with a grin and answered in a soft growl. "Oh, so you don't know." He chuckled evilly. "The person that put a price on you is an old enemy of yours. A Pale Orc... astride a White Warg."

Thórin looks up in surprise and disbelief. "Azog the Defiler is dead." He answered angrily at the Goblin King. "He was slain in battle long ago."

"So you think his defiling days are done, do you?" Ogrod laughed and shook his head twice. "Thórin, I'm afraid Azog... lives. He survived the Battle of Moria, and he was the one who placed the price on you. Who else could? Why is it that he was so eager in wiping out the line of Durin... hmm?"

"I don't believe you!" Thórin growled.

"You don't have to, but once I notify the Defiler that I have you in my grasp... I will enjoy watching you die, just like your grandfather." Ogrod sneered.

Buffy, Faith, Angel, and Spike exchange looks and nod at each other as a sign for a plan in getting out of Goblin-town.

Ogrod turns to a tiny goblin sitting in a basket and holding a slate. "Send word to the Pale Orc." He commanded the tiny goblin. "Tell him I have found his prize."

The tiny goblin writes down the message on his slate; cackling, he then pulls a lever, causing his basket to start sliding down a system of ropes and pulleys into the darkness.