Inside the the great city of the Woodland Realm, the capital of Mirkwood, the Scoobies and Dwarves had been escorted by Legolas, Tauriel, and the Elves towards the throne room where Thranduil, the Elven King of the Woodland Realm sat silently. The two groups brought to the King for questioning.

"So much for the benevolence of Thranduil, Lord of the Elves." Dwálin growled. "Is this how you treat travelers to your lands?"

"Only the ones who annoy me." Thranduil responded. "Why have you mortals entered my domain? You know its a crime."

"My lord, we did not even know that it was a crime because we hardly been here." Cordelia explained. "If you just let us go, we will leave."

"Oh I'm afraid not." Thranduil refused. "Those who enter must be punished."

"Do you think its a crime to be lost in the sickening woods?" Faith asked. "To be hungry or thirsty?"

"It is a crime to wander in my realm without leave, for you forget that your using the road my people built." Thranduil said.

"So your accusing us as criminals?" Angel asked, sounding a bit surprised and annoyed.

"No." Thranduil replied and turned his eyes towards Thórin. "It has been a long time since Thórin Oakenshield, the rightful heir of Durin's Folk has returned. For what purpose, where does your journey end." He turned to his son Legolas. "Please, escort our guests to their cells. I wish to speak with Oakenshield at once."

After the Dwarves and Scoobies were taken to their cells, Thranduil and Thórin.

"Some may imagine that a noble quest is at hand." Thranduil addressed the dwarf. "A quest to reclaim a homeland and slay a dragon. I myself suspect a more prosaic motive: attempted burglary, or something of that ilk." He looks closely at him. "You have found a way in. You seek that which would bestow upon you the right to rule: the King's Jewel, the Arkenstone. It is precious to you beyond measure. I understand that. There are gems in the mountain that I too desire. White gems of pure starlight. I offer you my help.

"I am listening." Thórin replied with a fake smile.

"I will let you go, if you but return what is mine." Thranduil said.

Thórin turns and slowly starts walking away. "A favor for a favor."

"You have my word." Thranduil promised. "One king to another."

Thórin stops walking and speaks loud in anger. "I would not trust Thranduil, the great king, to honor his word should the end of all days be upon us!" He spins
around and points his finger at Thranduil, shouting. "You lack all honor! I've seen how you treat your friends. We came to you once, starving, homeless, seeking your help, but you turned your back. You turned away from the suffering of my people and the inferno that destroyed us!" Then he roars at him in dwarvish. "Imrid amrad ursul!" (Die a death of flames!)

Thranduil leaps down from his throne and puts his face right in front of Thórin's. "Do not talk to me of dragon fire. I know its wrath and ruin. I have faced the great serpents of the north." He hissed until he his face contorts, and the dwarf sees his face covered with what appears to be burns and scars from his past encounters with dragons. His left eye is milky and unseeing. As the Elf King draws away, his face returns to normal. "I warned your grandfather of what his greed would summon, but he would not listen." He turns and walks up the steps of his throne. "You are just like him." He motions his guards to take the dwarf away and exclaimed. "Stay here if you will, and rot. A hundred years is a mere blink in the life of an elf. I am patient. I can wait."

Thórin was dragged to his cell beside the the Dwarves and Scoobies that were alrady locked away.

"Did he offer you a deal?" Angel asked.

"He did." Thórin responded angerily.

"And is he going to let us out?" Rhonda asked.

"No... I told he could spit upon his grave." Thórinspat and yelled across the dungeons. "HIM AND ALL HIS KIN!"

"You spat on his face!" Buffy exclaimed.

"Can you explain why you did that?" Xander asked.

"He turned his back on me and my people." Thórin explained. "Only he cared was his precious gems, not even his own people who are too blind to see it."

"Well...that's it, then." Faith sighed wearily in frustration. "A deal was our only hope."

"Not our only hope." Riley whispered.

Later that night, Kíli the dwarf had been flipping a a shiny black stone with an engraving in his hand. He flips it in the air again and catches it on the back of his hand. While Tauriel was checking on all the prisoners that were all fast asleep, she paused for a moment and walked slowly towards Kíli's cell.

"The stone in your hand, what is it?" Tauriel asked him.

"It is talisman." Kíli explained. "A powerful spell lies upon it. If any but a dwarf reads the runes on this stone, they will be forever cursed."

Tauriel steps back slightly, and begins to walk away.

"Or not." Kíli spoke in a laughing manner, causing Tauriel to stop. "Depending on whether you believe that kind of thing. It's just a token. It's a runestone. My mother gave to be so I remember my promise."

"What promise?" Tauriel asked with a smile.

"That I would come back to her." Kíli smiled. "She worries. She thinks I'm reckless."

"Are you?" Tauriel asked, looking down a bit.

"Nah." Kíli whispered.

Kíli smiles and tosses up his stone. Thinking he was about to catch, he misses when he tries to catch it, and it rolls out of his cell, but Tauriel stops it with her foot before it can roll into the deep pit outside the cells. While she picks it up and looks at it in wonder, Kíli goes up to the bars of his cell until he heard laughing in the distance.

"Sounds like quite a party you're having up there." Kíli said.

"It is Mereth-en-Gilith, the Feast of Starlight." Tauriel explained while she stepped slightly away from Kíli's cell. "All light is sacred to the Eldar, but Wood Elves love best the light of the stars."

"I always thought it is a cold light, remote and far away." Kíli said solmely.

"It is memory, precious and pure." Tauriel said earnestly as she walks back to his cell with a smile. "Like your promise." She smiles and hands Kíli back his stone.

"I have walked there sometimes, beyond the forest and up into the night." Tauriel smiled in joy. "I have seen the world fall away and the white light forever fill the air."

"I saw a fire moon once." Kíli explained. "It rose over the pass near Dunland, huge; red and gold it was, filled the sky. We were an escort for some merchants from Ered Luin, they were trading in Silverbuck for furs. We took the Greenway south, keeping the mountain to our left, and then, this huge fire moon, right in our path. I wish I could show you."

In the morning, the Scoobies and Dwarves awoke from their long sleep.

"I'll wager the sun's on the rise." Bofur yawned. "It must be nearly dawn."

"Pity, because there's no point in getting out of here." Xander said disappointedly.

"We're never going to reach the mountain, are we?" Óri asked sadly.

"Oh we will." Gwen nodded with a pretended smile and stared at Thórin. "Only if someone decides to get us out of these cells."

"Thórin, can you at least accept Thranduil's deal and offer?" Angel asked him. "We can't stay here. Are only way out of this is to make a deal with the Elven King."

"He's right, Thórin." Buffy agreed. "We can't stay here. What's it going to be?"

That was when Bilbo suddenly appears, holding up a ring of keys.

"Not stuck in here, you're not!" Bilbo said quietly.

"Oh my god, Bilbo!" Willow gasped.

"How did you get here?" Oz asked.

"I'm a burglar." Bilbo said.

"Bilbo!" Bálin called.

"Bloody hell." Spike whispered in surprise.

"I don't believe it." Cordelia laughed happily.

The Dwarves and Scoobies cheer happily as Bilbo frees them.

"Shhh!" Bilbo shushed them. "There are guards nearby!"

"Come on, Bilbo, get us out." Anya said quietly to him.

After freeing them, Bilbo proceeds to lead the Dwarves and Scoobies, through the Woodland Realm, and they whisper indistinctly. They sneak through the halls of the Woodland Realm, and eventually find themselves in the wine cellar from before.

"This way." Bilbo whispered, leading them further.

"I don't believe it, we're in the cellars!" Kyle whispered sharply.

"You were supposed to be leading us out, not further in!" Cordelia whispered sharply as well.

"I know what I'm doing!" Bilbo whispered sharply.

"Shhh!" Cordelia shushed him.

"Look forget it, just let Bilbo lead us the way out of this place." Faith whispered. "I just want to get out."

"Only, I don't there's a way out." Devon whispered.

"Devon's right, all I see are wine bottles and barrels." Oz whispered.

"Look I'm telling you, there is a way out of here." Bilbo assured them quietly.

"Oh, and what do you think the way out could be?" Anya asked in a sharp whisper.

"Just climb into the barrels." Bilbo whispered.

"What?" Buffy whispered.

"Did you just say 'climb into the barrels'?" Faith asked.

"It's the only way." Bilbo whispered.

"Are you mad?" Dwálin asked quietly.

"Those Elven Guys are going to find us when they find out that we escaped." Roy whispered.

"No, no, they won't, I promise you." Bilbo assured him and the others quietly. "Please, please, you must trust me!"

The Dwarves and Scoobies mill around, as they try to decide.

"Do as he says!" Angel whispered.

Each of the Dwarves and Scoobies climb into the barrels. The Dwarves climbed into the shorter ones on top while the Scoobies climbed in the longer barrels on the bottom.

"Okay Bilbo, we're in the barrels, so now what?" Cordelia asked quietly to him.

Bilbo walks toward a lever in the ground and replied. "Hold your breath."

"Hold my breath?" Cordelia asked confusedly. "What does he mean about holding my breath?"

Bilbo pulls the lever, and the part of the floor that the barrels were on tilts downward into an opening.

"Bilbo, what the bloody hell are you doing?" Spike exclaimed as his barrels rolls.

All the barrels roll out the opening and fall several feet into a river that runs beneath the Woodland Realm. Bilbo spent a moment trying to find his way out until the floor tips and he falls into the river where he joins the others.

"Well done, Master Baggins." Thórin said proudly.

Half drowned, Bilbo waved his hand as a sign of 'thanks'.

"Come everyone, let's move!" Buffy shouted.

"Paddle!" Riley shouted as well.

The Dwarves and Scoobies paddle with their hands as the river pulls their barrels along while hundreds of elves were rushing along passages in the Woodland Realm, searching for them. Eventually, the Dwarves and Scoobies emerge into the sunlight, and Larry sees a waterfall right in front of them.

"Hold on!" Larry yelled.

The two groups plunge through the rapids, and float swiftly down the raging river. Suddenly, an elf blew a horn as an alarm as the Dwarves and Scoobies round a corner in the river and approach an elven guard post built above it. The heavily armored elves standing guard there hear the horn and come to attention.

"Oh, no." Xander whispered as he spots one of the guards running up towards the lever and pulls its down, causing the a heavy metal sluice gate to block the river.

"No!" Thórin exclaimed.

The Dwarves and Scoobies come to a stop at the gate, and were unable to float further. They all pile into each other as the elven guards draw their swords.

"Oh boy... we're doomed." Jonathan whimpered.

Suddenly, one of the guards was shot in the back by a black arrow. After the guard falls to his death, a growling orc emerges.

"Orcs!" Cordelia screamed.

Several more growling orcs swarm over the guardpost and killed the other guards before they could engage.

Multitudes of orcs run in from the bushes on each side and were led by a large deadly orc who was named Bolg, the son of Azog.

"Gorid! Zib! Goridug! (Slay! Kill! Slay them all!) Bolg shouted in Black Speech to his fellow orcs.

At his command, the orcs begin throwing themselves at the Dwarves and Scoobies in their barrels. The Dwarves and Scoobies all fought and defend themselves.

"Get it off!" Gwen screamed.

"Hold on!" Fíli cried as he managed to kill the orc with a knife.

During the fight, Kíli looks up and sees the lever the elven guard had pulled earlier. He manages to get out of his barrel and runs up the stairs toward the lever. Unarmed, he ducks as an Orc swings at him.

"Catch!" Riley shouted as he grabbed a sword from a dead orc and tosses it over to Kíli.

"Hurry, Kíli!" Harmony yelled as she grabbed hold of an orc and landed her head on its forehead.

Kíli fights his way to the top of the stairs. As he fights an orc, another one leaps up from behind him, raising its spear to stab him. Angel throws a dagger and kills the orc, allowing Kíli to fight his own opponent and decapitate it. Before Kíli was successful in reaching the lever, Bolg fired an arrow from his bow, which hits Kíli in the calf.

"Kíli!" Fíli yelled in fright.

"Kíli" Cordelia screamed.

Kíli groans in pain and strains to pull the lever, but falls over onto his back. That was when an orc leaps over to kill the helpless dwarf, but that was when an arrow suddenly flies into its head. Kíli looks over and sees Tauriel running through the bushes. She shoots another orc, then kills others with her knife.

"Gor'-ash! Gor golginul!" (Kill her! Kill the She-Elf!) Bolg commanded his fellow orcs in Black Speech to kill Tauriel.

Dozens of Orcs rush at Tauriel, but that was when Legolas and a number of Elven warriors appear out of the bushes and ambush them before they could harm her. Once Tauriel, Legolas, and the other elves fight off the orcs, Kíli manages to grab the lever and pull it, opening the sluice get and letting the dwarves in their barrels through. He then falls on his back again in pain while the Scoobies and Dwarves fall down another waterfall and float down the river.

"Khozdayin obguryash! Abgurid!" (After them!) Bolg yelled in Black Speech.

Buffy looks up and sees that Kíli was trying to move over the edge. "Kíli, come on!" She shouted.

Kíli slides himself off the ledge and into his empty barrel below. As he lands in it, the shaft of the arrow in his leg breaks off on the edge of the barrel. Tauriel distractedly looks over at him, but that was when an orc attacked her. She manages to kill the orc and watches the remaining Dwarves, Scoobies, and Bilbo plunge over the waterfall and continue floating down the rushing river, as Bolg and his orcs follow the river on land.

"Keep paddling!" Larry yelled.

"This is... bloody... ridiculous!" Spike cried out when an orc leaps at him in his barrel, but Angel manages to kill it with a sword he grabbed earlier.

Suddenly, an orc jumps from an overhanging tree branch toward Willow, but Faith throws a spear and pins the orc to the tree. As the orc drops its weapon, Faith catches it while floating beneath her, and she throws to Scott, who throws it to Nóri, who throws it to Riley. Riley turns quickly and kills an orc with it. An orc leaps onto Dwálin's barrel, only for the tough dwarf to headbutt it off and steal its axe. The Dwarves and Scoobies see a low-hanging tree branch stretched across the river in front of them, with several orcs on it.

"Cut the log!" Roy shouted.

As he floats under it, Xander hits it with his sword, then Harmony hits it with her weapon, and Dwálin, right behind her, hits the branch with his axe, breaking it and causing the orcs on it to fall into the river.

"Bombur!" Dwálin shouted as he throws his axe to Bombur, who kills an orc that had just jumped onto his barrel.

The Orc's spear ends up pinning it to an overhanging tree branch; the other end of the spear catches onto Bombur's barrel and catapults it through the air and onto the riverbank, where the barrel rolls and tramples multitudes of orcs. The barrel flips through the air to the other side of the river, where it tramples more orcs. Eventually, the barrel comes to a stop, and orcs surround it; however, Bombur kicks out the bottom, then sticks his arms holding axes through the sides. He then starts spinning rapidly with the axes extended, mowing down all the orcs around him. He then runs toward the river, tosses his axe to one of the floating dwarves, then gracefully jumps into an empty barrel.

Meanwhile, Legolas, Tauriel, and the other elves have caught up to the dwarves and orcs, and they fight the orcs. At one point, Legolas leaps over the river and lands with a foot on the heads of two dwarves, from this vantage point, he shoots orcs on either riverbank. He aims carefully, and manages to skewer two orcs through the head with one arrow. Legolas continues fighting orcs, using the heads of floating dwarves as stepping stones to get across the river. While he is preoccupied fighting an orc, another orc runs up behind him and raises its sword to kill him. Angel from his barrel in the river, throws his sword and manages to kill the orc behind Legolas. Legolas and Angel look at each other with some sort of understanding. Eventually, Legolas stops pursuing them as the dwarves continue floating down the river.