After escaping the tunnels of Goblin-town, Gandalf paused to count how many were him. Feeling relieved that everyone was here, he suddenly realized that Bilbo wasn't here.

"Where's Bilbo?" Gandalf asked, looking around to know where Bilbo was. "Where is our hobbit?"

"Uh, well..." Willow shrugged.

"Where is our hobbit?" Gandalf exclaimed.

"Curse that halfling!" Dwálin growled in annoyance. "Now he's lost?"

"I thought he was with Dóri." Glóin claimed.

"Don't blame me!" Dóri exclaimed.

"Well, where did you last see him?" Angel asked.

"We saw him slip away when the Goblins cornered us." Mitch explained.

"It's true." Gwen nodded. "I saw the whole thing."

"The Goblins didn't even notice him." Tor said as well. "I-It's like they ignored him."

"What happened exactly?" Buffy asked, raising her voice.

"I'll tell you what happened." Thórin explained to her and everyone. "Master Baggins saw his chance and he took it! He's thought of nothing but his soft bed and his warm hearth since first he stepped out of his door!"

"That is considered an insult, Thórin!" Cordelia snapped. "If you hadn't been so difficult with him, he wouldn't have left."

"And that is the reason why he chose to!" Thórin said furiously. "He's a halfling, a gentle-folk who had no experience to survive the wild."

"Really?" Buffy asked, sounding very annoyed of Thórin's behavior. "You consider Bilbo as a coward. A coward who saved us all from been eaten by trolls. Why couldn't you cut him some slack or give him a chance?"

"Buffy, Thórin is making a point." Faith agreed. "If Bilbo left, then he wasn't meant to serve in the company of these dwarves at all."

"I hate to agree, but I think she's right." Kyle agreed as well. "Bilbo never belonged in this company or ours."

"I guess we will not be seeing our Hobbit again." Spike said in a low voice. "I bet he's long gone already."

"No, he isn't." Bilbo said as he stepped out from behind a tree and revealed himself.

Everyone looks up in shock and relief.

"Bilbo Baggins!" Gandalf laughed as he spoke. "I've never been so glad to see anyone in my life!"

Bilbo strides forward into the group, and pats Bálin affectionately on the shoulder. Bálin was very proud and happy that Bilbo made it out.

"I don't believe it!" Willow laughed. "We thought you already left us."

"How the heck did you get past those nasty Goblins?" Tor asked.

"How, indeed?" Spike said, pretending to groan.

There is an awkward silence as Bilbo tries to think what to say. In the end, he gives a nervous laugh and puts his hands on his hips.

Gandalf is the only one to notice Bilbo sliding the Ring into his waistcoat pocket, and looked a bit perturbed. "Well, what does it matter? He's back!"

"It matters!" Thórin spoke. "I want to know: why did you come back?"

"Look, I know you doubt me, I know you always have." Bilbo explained to everyone, who were listening to every word he was saying. "And you're right, I considered myself a coward. Why because... I never belonged here. The place I truly belong to is the Shire. Ever since I joined the Dwarves on this dangerous quest, I sometimes think of Bag End. I miss everything. I miss my books, my armchair, and my garden. That is my home." He turned to face Thórin. "And that's why I came back Thórin, cause you don't have one. It was taken from you. But I will help you take it back if I can."

After Bilbo's speech, there was a long moment of silence. All the Dwarves and Scoobies think about what Bilbo said.

"You have changed, Bilbo." Gandalf smiled slightly at him. "So much - for the better."

Suddenly, howls were been heard all over.

"Oh no." Buffy whispered in shock.

"The Orc Pack!" Larry exclaimed.

"How did they find us so quickly?" Riley asked.

"Save that for later Riley, right now we're all in danger." Faith said sharply.

"Everyone, run!" Gandalf shouted. "RUN!"

They all start running down the hill as fast as they can while the Gundabad Wargs were following their trail rapidly. As the sun already set, nightfall had come. As everyone kept on running, a large Warg catches up to them and leaps at Bilbo. Bilbo ducks behind a rock and the Warg's jaws snap in the air over his head. The Warg lands in front of him. Growling, it charges at him.

Bilbo pulls out his sword and holds it in front of him as the Warg charges towards him, only to get itself impaled in the head by the sword and falls down dead. Bilbo looked on in surprise since he killed his first enemy.

While Bilbo had a bit trouble pulling out his sword from the dead warg's forehead, a twelve more Wargs catch up, but they were all dispatched. Buffy managed to slash the first with Orcrist before it could strike her. Faith used her axe to kill the second one as it was charging towards Óri. The third one was killed by both Lance and Jonathan. The fourth one was to death by an arrow that was fired by Kíli. The fifth one leaped onto Larry and tried to kill him, but he managed to drive a dagger into the Warg's throat and kill it. The sixth one tried to attack Angel, but the vampire did a flip and jumped on the warg and plunged his sword into its back, killing it. The seventh one was killed by Gwen and Heidi. The eighth one tried to leap on Cordelia, only for Xander to jump in front and kill it in time. The ninth one was killed by Riley. The tenth one was shot by an arrow by Rhonda. The eleventh one was killed by Scott. The final one was killed by Thórin.

After killing the Wargs, Jonathan, Lance, Oz, Willow, Tara, Devon, Nóri, Bifur, Bálin, Heidi, Rhonda, Tor, Kyle, and Óri went ahead reach a large outcropping of land with a few large trees growing on it.

"Oh boy." Heidi whispered in horror.

"We're dead." Tor whispered, feeling shocked with his eyes wide open.

"Anything." Oz shouted.

"This is the end of the line!" Lance cried. "We're trapped!"

"There has to be a way to get out of this." Xander said.

"How?" Tara cried.

"Up into the trees, all of you!" Gandalf shouted out to everyone. "Come on, climb!"

Faith throws an axe, killing a Warg which was approaching her. Gandalf climbs up on one of the larger trees near the edge. All the Dwarves and Scoobies followed Gandalf's orders, and they all immediately climb up the trees while Bilbo was still busy pulling out his sword out of the dead Warg's head.

As the main body of Wargs and Warg Riders were approaching, Angel looks down in shock and saw that Bilbo was down there pulling his sword. Once the sword was out of the Warg, Bilbo looks up and around, and noticed that everyone around him vanished. Suddenly, he turns around and sees more Wargs running at him. Bilbo was frightened, but that was when Angel and Faith pull grab hold of him quickly and pull him up as the Wargs rush below them. Dozens of Wargs were now circling every tree in which the Dwarves, Scoobies, Gandalf, and Bilbo were on.

Amy looks around in fright, and turned to see Gandalf reaching out with his staff and picks up a moth sitting in the same tree as him. Bringing the moth close to his face, he whispers to it. He then blows it gently, causing it to flutter away.

"Gandalf, what were you doing?" Amy asked.

The Wargs all cease their growling and turn as the White Warg approaches slowly. On top of the white-furred warg was a very large orc that was much different than any Gundabad Orc. The Orc was described to be fearsome-looking and herculean. Unlike any other Orc, his skin was bone-white, his eyes were piercing blue, and his skin had deep, tattoo-like incisions covering his face and torso. On the left side of his arm, he had no hand, but what he had was a replacement. It was wicked-looking metal claw. The aft end of the prosthetic ends in a spike protruding near his elbow, heavily suggesting that the limb was crudely implanted by driving the spike through Orc's arm stump.

Thórin looks on in shock and couldn't believe who it was. "Azog." He breathed in horror.

As his White Warg growls, Azog strokes it and talks ominously in a dark language. "Nuzdigid? Nuzdi gast?" (Do you smell it? The scent of fear?) He growled to his Warg and looked up to face Thórin. "Ganzilig-i unarug obod nauzdanish, Tórin undag Tráin-ob." (I remember your father reeked of it, Thórin son of Thráin.)

Thórin was stricken with pain and grief. "It cannot be." He breathed in horror.

"Kod, Toragid biriz." (That one is mine.) Azog said in Black Speech, pointing his mace at Thórin. "Worori-da!" (Kill the others!)

At his command, the Wargs leap forward and try to climb the trees. They jump as high as they can, scrabbling at the tree trunks and breaking apart branches in their jaws in their efforts. The trees shake violently at the assault, and the Dwarves and Scoobies struggle to hold on.

"Sho gad adol!" (Drink their blood!) Azog said to his Wargs.

With the weight of the Wargs climbing it, the furthest tree from the edge of the cliff, which Bilbo and several other dwarves and scoobies were in, gets uprooted from the ground and begins leaning wildly. As more Wargs grab onto it, the tree tips over and lands on the next tree. Everyone jumps from the falling tree to the next. However, this tree as well tips over to the other trees like dominoes. As all the trees begin falling over, the Dwarves, Scoobies, Bilbo, and Gandalf manage to jump onto the three last trees on the very edge of the cliff. These were trees were much larger than the other ones, and they didn't fall over

Looking around in desperation, Gandalf finds a pine cone and grabs it. Then, he uses his staff to set the pine cone on fire and throws it down at the Wargs, who were barking very loud and began to retreat in fear from the fire.

"RAH!" Azog startled and looked very angry at the unexpected resistance.

"Unbelievable." Tara whispered in amazement.

Amy grabs a pine cone too and uses a spell to light in on fire. Then, she throws it down to the ground where a few Wargs were. The Wargs retreat away.

Gandalf lights two more pine cones and throws one down to Fíli. "Fíli!"

Fíli catches the pine cone and throws it while Gandalf passes the other one to Xander.

"Beat fire!" Xander shouted as he threw the pine cone at Warg that yowled in agony.

"Nice one!" Anya laughed and grabbed a pine cone. "WOW!"

Buffy, Angel, Bilbo, Spike, Harmony, Cordelia, Willow, Oz, Tara, Anya, Xander, and the Scoobies pick as many pine cones and waited for Gandalf and Amy to light them up. Once they were on fire, the Scoobies and Dwarves threw the flaming pine cones like missiles at the Wargs.

Now, the whole the entire area was set on fire, and the Wargs were forced to retreat from a distance since they feared fire.

"RAAAAAHHHH!" Azog roared in anger and frustration.

Everyone from atop the trees cheered in victory. Suddenly, their cheers turn into cries of fear as the roots from each and every large tree they were on, all began to tip precariously over the edge of the cliff, but comes to a rest sticking straight out away from the edge of the cliff.

Spike looks down and sees the ground far, far, below. "What a far way to go down?"

"O-oh my god!" Cordelia cried.

As everyone

The Scoobies and the Dwarves try to hold on as they get flung around.

"Aahhh! Oh! Oh no!" Jonathan cried as he lost his grip on the tree and falls, but manages to grab on to Larry's leg.

"Hang on, Jonathan!" Larry shouted.

"I-I a-am!" Jonathan cried out again. "H-HELP!"

Suddenly, Larry started to lose his grip from the tree branch due to the extra weight and was about to fall. "I can't hold on!" He grunted and shouted.

"HELP!" Jonathan yelled for assistance.

Larry lost his grip on the tree as well and falls, only for Angel and Spike to grab hold of Larry's arms in time.

"Hold on, Jonathan!" Harmony shouted.

Meanwhile, Thórin was clinging to the tree until he turned his face towards the growling Azog. He looked at the pale Orc in hate and anger and decided to face him once again, only this time to kill him for real. The dwarf leader pulls himself up and walks down the leaning trunk as Bilbo, Buffy, and the others look on and witness what he was doing while hanging from the trees.

"What is he doing?" Willow cried.

Thórin runs through the burning ground towards Azog and his White Warg. The Pale Orc spreads his arms wide with a smug grin on his face while Thórin growls as he runs with his sword up and his oaken branch shield held in front of him. Azog crouches, then roars as his Warg leaps at Thórin. Thorin tries to swing his sword, but the Warg hits him in the chest with its fore paw, smashing Thórin to the ground.

"Thórin!" Buffy cried out in shock.

As Thórin gets back on his feet, Azog and his White Warg wheel around and charge at the dwarf once again. Before Thórin could react in fighting him, Azog swings his mace and smashes the dwarf in the face. Thórin falls backwards to the ground from the terrible blow and was hopeless.

"NOOOO!" Faith cried.

All the Scoobies and Dwarves looked on in horror.

"RAAAAAAAAHHHHHHH!" Azog roared in excitement.

Bilbo manages to stand up on the tree and watches in horror when the White Warg clamp its jaws around.

"AAAAAHHH!" Thórin yelled in pain. "AAAAAHHH!"

"Thórin!" Dwálin roared in terror and tried to get off and tree to assist Thórin, but the tree branches he was holding on to broke suddenly. The dwarf was swinging precariously over the edge which prevented him from reaching Thórin. "Nooo!"

As the White Warg continued to hold Thórin in its mouth, Thórin managed to hit its head with the pommel of his sword. Roaring, the White Warg throws the dwarf several feet away onto a flat rock nearby. Thórin lands heavily, and his sword fell out of his hand.

Azog turns to an Orc. "Biriz torag khobdudol." (Bring me the Dwarf's head.) He ordered him.

The Orc jumps off his Warg and approaches Thórin and places its sword against his neck. Raising its sword to decapitate Thórin, the Orc swings its sword down, only for Bilbo to throw himself and saved Thórin's life. Bilbo leaped at the orc and knocks it over. The Orc tried to fight back, but the hobbit managed to stab it to death.

"Bilbo." Thórin whispered weakly when he noticed what Bilbo did and falls unconscious.

Pulling his sword out of the dead orc's body, Bilbo stands in front to protect Thórin and protects his body. He waves his sword wildly at Azog and the other Wargs.

Azog growled and smiled in hatred at the hobbit. Then, he speaks in the Black Speech to his Orcs, ordering them to kill the hobbit. A couple of Wargs and Riders complied to his command, and they approach Bilbo. That was when Buffy, Xander, Anya, Faith, Kyle, Heidi, Tor, Rhonda, Roy, Mitch, Gwen, Fíli, Kíli, Percy, Devon, Oz, Scott, and Lance arrived in time to save Bilbo and the unconscious Thórin from been killed. They charge and plow into the Wargs from the side and start fighting them.

During the fight, Bilbo was confused for a moment, but he immediately yelled out a war cry and leaps forward to wound a Warg. However, the White Warg hits Bilbo with his head and sends him flying to the ground. Azog and his White Warg approach Bilbo and get ready to kill him. As the fighting around them continues, Buffy, Xander, Anya, Faith, Kyle, Heidi, Tor, Rhonda, Roy, Mitch, Gwen, Fíli, Kíli, Percy, Devon, Oz, Scott, and Lance all round up in a circle together when they were surrounded by Orcs and Wargs.

Suddenly, the moth returns to Gandalf in time when Larry slips off from Angel and Spike.

"NO!" Spike cried out as he and Angel watch Larry and Jonathan fall toward the ground far below.

Before the two were about to plummet to their death, a very large eagle swoops out of nowhere and catches them on its back. Jonathan and Larry yelled out in fear as they were carried swiftly away.

The Dwarves and the Scoobies turn to notice more Eagles flying towards them and join the fray. Some of them use their claws to grab a number of Wargs and Orcs and toss them over the cliff. A few Eagle knock down several trees, crushing several Wargs below them while two Eagles fan the flames with their wings, causing an inferno which burns the four Wargs and one Warg-rider.

While Azog was distracted and snarled in frustration, one Eagle gently grabs Thórin and his sword in its talons and flies away. As Thórin is lifted off the ground, his oaken branch shield slips off his arm and lands on the ground. As Azog continued to roar until he jumps back when an Eagle flew by him, Bilbo was alarmed when the eagle snatches him off the ground. It then throws Bilbo, and he screams as he falls toward the ground, only to land on the back of another Eagle. The rest of the Eagles proceed to snatch all the Dwarves and Scoobies out of the trees and fly away with them. When only Gandalf was left in the middle tree, the roots give way and all the trees falls off the edge of the cliff. Gandalf leaps clear of it and was successfully caught by the last Eagle. As the Eagles fly away with everyone, Azog and the remaining Warg Riders watch.

"GRAAAAAAAHHHH!" Azog roared in anger and frustration.