Meanwhile, back in the throne of Goblin-town, dozens of Goblins were massive instruments of torture on their shoulders, and were bringing them to the Goblin King. Their plan was to have the Scoobies and the Dwarves tortured, probably for fun and entertainment.

While the Goblins were slowly bringing the massive instruments of torture, Ogrod went on to sing another song. "Bones will be shattered, necks will be wrung! You'll be beaten and battered, from racks you'll be hung. You will lie down here and never be found, down in the deep of Goblin-town."

While Ogrod was singing, Grinnah was examining the weapons the Scoobies had. He then picks up Buffy's sword, Orcrist, and slides it a few inches out of its sheath. Recognizing the sword, he gasps in horror and throws down the sword. It lands in view of all the goblins. Recognizing it, the goblins howl in fear and rage as they retreat from it.

Ogrod runs rapidly to his throne, trampling many goblins on his way. "I know that sword! It is the Goblin-Cleaver!" He gasped loudly and pointed at the elvish blade. "The Biter, the blade that sliced a thousand necks."

As he speaks, Grinnah and the rest of the Goblins begin whipping the Dwarves and Scoobies with ropes and leaping upon them, biting and slashing.

"Slash them!" Ogrod yelled. "Beat them! Kill them! Kill them all! Cut off his head!"

Goblins hold Thórin down, and one of them pulls out a knife and prepares to behead the dwarf. Before tht could a happen, a massive explosion of bright light suddenly appeared out of nowhere, and the sound of a shockwave ripped through the cavern, flinging goblins in the air and destroying the torturing machines. Everyone, including Ogrod, Grinnah, the Dwarves and Scoobies, were knocked down by the bright light. When the force of the explosion has passed, most of the lights in the area have been snuffed out.

Willow, Tara, and Amy open their eyes and notice a shadow with a tall pointy hat walks up.

"Who is that?" Tara asked, staring at the shadowy figure.

"It's Gandalf!" Amy exclaimed in joy.

As the light eturns to the area, Gandalf holds his staff and sword as everyone slowly look up, recovering from the shock, and all stare at the wizard.

"Take up arms." Gandalf said softly. "Fight. FIGHT!"

Immediately, the Dwarves and the Scoobies all get up and begin to fight the goblins. As goblins run at Gandalf, he kills them with his sword and staff.

Ogrod was still lying on the ground and his eyes grow wide in shock when he noticed what the wizard was carrying. "He wields the Foe-Hammer!" He cried out loud to his kin and pointed frightfully at at Glamdring. "The Beater, bright as daylight!"

Some of the Scoobies and the Dwarves were managed to reach for their weapons and begin tossing each one to the others. Buffy managed to retrieve Orcrist from Thórin, and she went on to fight and slash a number of goblins. Angel and Spike fought back-to-back while Larry and Riley did the same. During the fight, Óin was crawling around while goblins were fighting off the Scoobies and the Dwarves. He managed to grab his hearing trumpet and managed to have it fixed a bit. Then, he grabs his weapon and uses to bash down a few goblins.

"CORDY!" Xander yelled.

Cordelia turns and noticed that Ogrod runs at her with his mace. She makes a scream, but that was when Buffy jumps forward in front of her and used her sword to deflect Ogrod's blow before he could harm Cordelia. The deflection caused Ogrod to stumble backwards and towards the edge of the platform, falling to the depths below and taking several goblins with him.

"Is that all you got." Faith said in a violent tone as she kills a number of goblins. "Come on!"

One of the goblins tries to lung towards her, but the slayer used the might of her sword to decapitate it. However, while the head was still on and the goblin made a moaning sound, Faith smiled a bit and used her sword to knock the head off the body.

"Follow me!" Gandalf shouted and beckoned the two groups to follow him. "Quick! Run!"

Cutting down the goblins around them, the Dwarves ad Scoobies follow the Gandalf and run along the pathway leading away from the throne where Ogrod sat. They were running through the suspended passageways of Goblin-town while hundreds of goblins were running after them.

"Keep running!" Riley shouted. "Faster!"

During the chase, Larry, Dwálin, and Spike see several goblins running towards them with their weapons locked in their hands.

Spike turns his head sideways and noticed something. "POST!" He bellowed as he, Larry, and Dwálin cut a guardrail post from the side of the path and they hold it out in front of them like a massive spear.

"CHARGE!" Larry yelled.

With the might of their strength, Larry, Dwálin, and Spike use the guardrail post to sweep off the oncoming goblins away. After that, they drop the rail and pull out their weapons and begin knocking aside a dozen more goblins that were coming towards them.

"There's more coming!" Heidi shouted.

The others did the same thing and fought off many goblins that were trying to prevent them from escaping their realm. While crossing a bridge, Kyle used his sword to knock off a goblin, who falls and lands on another suspended path, breaking the path and dropping all the goblins on it into the darkness below.

All the Dwarves, Scoobies, and Gandalf continue to fight off more goblins that coming all around them. Together, they all used their various weapons and fighting styles to kill of many goblins.

Angel looks up and sees a group of snarling goblins from the other side, and used ropes to swing towards them. "Cut the ropes!" He shouted.

Buffy, Larry, Oz, Xander, Faith, Owen, Cordelia, Lance, Jonathan, Anya, Thórin, Fíli, Dwálin, Glóin, Bifur, and Spike use their weapons to cut the ropes that were holding a raised platform in place. Once the ropes were cut off, the platform falls downwards, entangling the goblins swinging on the ropes.

As Kíli, Gwen, Willow, and Tara were fighting and killing a group of goblins that were in their way, several arrows flew towards their direction. Kíli and Gwen look forward and saw a group of goblin archers that were firing arrows at them. Together, the two use their style to deflect each arrow. While the four fighters kept on deflecting as much as they could, Willow and Tara grab hold a nearby and run in front to drop it on the oncoming goblins.

"Nice one, Willow!" Tara remarked.

Kíli, Gwen, Willow, and Tara run forward, pushing the ladder and the goblins it has trapped in front of them. As they approach a missing area of the path, the goblins fall down into the depths below and the Dwarves and Scoobies used it as a bridge to cross to the rest of the path. As soon as they cross it, Riley and Larry break off the ladder, preventing the goblins chasing them from crossing it.

"Quickly!" Gandalf yelled.

Continuing to run through the maze-like paths, Gandalf leads the Dwarves and Scoobies to a large section of the path which was suspended by ropes from above. Buffy and Faith slice some of the ropes, and the pathway swings away from the rest of the path, approaching a different path.

"JUMP!" Faith yelled as she jumps first.

Several of the Dwarves and the Scoobies managed to jump to the other path, but before the rest of them could, the suspended path swings back like a pendulum to where it started, and several goblins leap on. As the path swings back again, the rest of the Dwarves and Scoobies managed to jump to the new path as well. As Fíli jumps last, Mitch cuts the ropes, causing the swinging path and the goblins on it to fall to the dark cavern below.

Many more goblins were climbing all around the Scoobies and the Dwarves as they continue running through the tunnels, killing many in their way. During the chase, Gandalf strikes a rock above them with his staff, causing the rock to fall down and begin rolling in front of the Company, squashing all the goblins in their way.

Soon, they approach a bridge between two walls of the cavern. As they try to cross it, Ogrod suddenly breaks through from underneath the bridge and pulls himself up onto the bridge, in front of Gandalf, the Dwarves, and the Scoobies. As they all pause, hundreds of goblins approach them from all sides.

"You thought you could escape me?" Ogrod exclaimed and swings his mace twice at Gandalf, causing the wizard to stumble back and almost fall. "What are you going to do now, wizard?"

Gandalf leaps forward and strikes the Great Goblin in the eye with his staff.

"OW! OW! OW!" Ogrod cried in agony and dropped his mace and clutched his face in pain.

Then, Gandalf steps forward and slices Ogrod in the belly.

Ogrod falls to his knees, and clutches his belly. "That'll do it."

Gandalf swings his sword again and sliced Ogrod's neck, causing him to fall down dead.

"Well, at least that's over with." Jonathan said in relief.

Suddenly, the whole bridge started to shake due to the amount of weight.

"That doesn't sound good." Xander said, looking down.

"Here we go again." Willow cried.

The whole section of the bridge on which Gandalf, the Dwarves, and the Scoobies were standing on, breaks away from the rest of the bridge and starts sliding down the side of the cavern. The bridge slides at a terrific speed down the cavern's wall, demolishing everything in its way. Everyone clings on, yelling and screaming in terror. The bridge slows down and lands at the base of the cavern, breaking apart.

Gandalf jumps down first as the others follow him.

"Well, that could have been worse." Cordelia said.

As everyone was off, the heavy corpse of the Great Goblin lands on the wreckage.

"Ouch." Oz whispered.

Scott looks up and sees thousands of goblins running at them. "GANDALF!"

The others look up as well.

"Oh, bloody hell." Spike groaned.

"I thought we lost them." Blayne panicked.

"Gandalf, there's too many of these buggers to handle." Riley claimed. "We can't fight them!"

"Only one thing will save us: daylight!" Gandalf shouted. "Come on!"