Meanwhile, Bard docks his barge. After looking around, he knocks over one of the barrels, and all the Dwarves and Scoobies fall out along the pile of fish. As he continued, he eaches for Dwálin's barrel, but Dwálin pokes his head up through the fish.

"Get your hands off me." Dwálin said angrily.

The remaining Dwarves, Scoobies, and Bilbo struggle out of their barrels, looking greasy and slimy from the fish.

"You smell like fish." Roy breathed.

The dock keeper looks on in shock, but Bard approaches him and slips a coin in his hand.

"You didn't see them, they were never here." Bard whispered to the dock keeper. "The fish you can have for nothing."

Buffy felt a bit worried about it. She hoped that the dock keeper would not sound the alarm and tell that there were criminals in the city of Esgaroth. She then followed the others and moved across the city. The people of Esgaroth were all humans that have settled here. Everything was made of wood, and more than hundreds or thousands of citizens were wondering about the markets. The Dwarves and Scoobies kept themselves low as they followed Bard towards his home.

"What is this place?" Bilbo asked.

"This, Master Baggins, is the world of Men." Thórin responded quietly to him. "It was not all like this. Esgaroth was tha main center of all trade in the north."

"Everybody keep you heads down and keep moving." Riley said, looking around on each side.

"Let's hope we don't run into any guards." Larry whispered.

"Or been spotted." Faith whispered too.

As Bilbo, the Dwarves, and Scoobies followed Bard, an Esgaroth guard spots them.

"HALT!" The Esgaroth guard yelled, pointing his finger that the Dwarves and Scoobies. "OI!"

"We've been comprised!" Jonathan shouted and ran.

"Come on! MOVE!" Buffy yelled.

The Dwarves and Scoobies begin to run.

"In the name of the Master of Esgaroth, I said halt!" The guard yelled as he chased them. "HALT! STOP THEM!"

The Scoobies and Dwarves take off and try to find a place to hide, but were soon cornered by four more guards that appeared out of nowhere.

"OI!" A female Esgaroth guard shouted.

"Get back!" Spike shouted.

Rather than hiding, Buffy attacked one the guards by kicking on in the chest while the rest draw their swords to engage. The Dwarves and Scoobies attack the guards, and quickly knock them out with pots, pans, and mops.

"I can't believe we what we did." Willow whispered in fear.

"Never mind, let's hide." Xander hissed as he grabbed her.

"Come on." Anya whispered, beckoning them to hide with her and Cordelia.

Gwen and Fili hide behind a large post as the others hide around in each spot while some of the townsfolk hide the unconscious guards just when Braga and a squad of Esgaroth guards arrived to investigate and find out what had happened. His second lieutenant Soury looks around and opens a basket. He shakes his head and shuts the basket.

"What's going on here?" Braga asked, looking around. He walks forward to address the crowd. "Stay where you are. Nobody leaves."

"Oh that can't be good." Lance whispered.

"Shut up." Jonathan hissed.

Braga continues to look around, but doesn't see anything amiss. That was when Bard walks by, carrying a bag, pretending to mind his own business.

"Morning Braga." Bard said and gives Soury a nod. "Soury."

"You." Braga glared at the bargeman. "What are you up to Bard?"

"Nothing." Bard answered. "I haven't done anything."

"That's what you always say, Bard." Braga continued to glare at him. "The Master now has his eyes on you. But for now, I know we heard something here. So... tell me what is going on here?"

"And like I said Braga, I have nothing to say." Bard continued to lie at him.

Suddenly, one of the guards next to a woman named Hilda Blanca was waking up. Hilda noticed and knocked one of the pots. The pot falls on top of the guard's head, knocking him out again. Hearing it, Braga shoves Bard out of the way. As he and Soury see nothing, they turn to see Bard holding a dress.

"Hey Braga... your wife Olga would look lovely in this." Bard said, holding a white dress.

"What do you know of my wife?" Braga asked.

"I know her as well as any citizen in this town." Bard admitted.

Braga sighs and snatches the dress out of Bard's hand. Before he takes off, he turns around to face him.

"Don't even think of coming near why wife ever again." Braga warned and took off with the guards.

As the Dwarves and Scoobies stride through Esgaroth, Bain, who was Bard's son, comes out running to them.

"Da! Our house, it's being watched." Bain warned.

"What do you mean your house is been watched?" Spike asked.

Bard and Bain walk along back to their house. As they walk, a fisherman named Feldur Hook spots them while he was on his boat, fishing. Feldur served as a loyal spy to Calamar Moneybags for several years and would send in a number of reports to the Master of Eagsroth. Now that the Master had his eyes on Bard, Feldur drops his eyepatch over one eye, then knocks with his staff on a wall nearby. His two twin sons named Corwin and Varen Hook, heard their father's signal and run up from the wall. They run pass their mother Fram and knock over a contraption which causes a hammer to hit a bell. At this signal, another man lights a match to light his pipe. He turns and looks at two men in a fishing boat right next to Bard's house, and they nod and switch their poles to the opposite sides of the boat than before. They do this just as Bard and Bain get to their house and enter through the door. Just before Bard enters, he tosses an apple to one of the fisherman.

"You can tell the Master that I'm done for the day." Bard said and walks inside where he is greeted by his two daughters Sigrid and Tilda.

"Da! Where have you been?" Tilda asked happily.

"Father! There you are. I was worried." Sigrid smiled.

Both daughters run to their father, and they hug him. After they embrace him, Bard hands his bag to Sigrid.

"Here's something to eat." Bard whispered to her and turned to his son. "Bain, get them in."

As Bard looks out a window to check if the spies were still there, Bain rushes down the steps to the lower floor of the house, which is open to the water. After looking around, he knocks on the wall near the toilet three times. At a split second, Dwálin s head appears through the toilet, which is open to the water below.

"If you speak of this to anyone, I'll rip your arms off." Dwálin growled quietly at the boy. He raises the seat and begins to pull himself out of the toilet. When Bain offered his help to him, the angry dwarf slaps his hand away. "Get off."

"Up there." Bain pointed up the stairs.

As Dwálin goes up, Bilbo pokes his head up through the toilet, looking flabbergasted, and Bain helps him out. The rest of the Dwarves and Scoobies follow and head upstairs.

"Da... who are these people and why are they climbing out of our toilet?" Sigrid asked confusedly.

"Will they bring us luck?" Tilda asked excitedly.

For a few hourse in Bard's house, the Dwarves and Scoobies were wrapped in blankets, and their wet things have been laid in front of the fire to dry.

"It may not be the best fit, but it'll keep you warm." Bard said to Cordelia.

"Oh, thank you." Cordelia giggled and felt warmed.

"This place is a bloody damp if you ask me." Spike whispered.

"Thank you very much." Bilbo whispered to Tilda, who passed a blanket.

Thórin looks out a window and sees a wooden tower not far away. Atop the tower is a windlass, a giant cross-bow type weapon with four arms.

"A Dwarvish Wind-Lance." Thórin whispered in shock when he saw it.

Xander, who is sipping a hot drink from a mug, looks at the wind-lance too.

"You look like you've seen a ghost." Xander said quietly.

"He has." Bálin began to explain a story about it. "The last time we saw such a weapon, a city was on fire. It was the day the dragon came. The day that Smaug destroyed Dale. Girion, the Lord of the city, rallied his bowman to fire upon the beast. But a dragon's hide is tough, tougher than the strongest armor. Only a black arrow, fired from a wind-lance, could have pierced the dragon's hide, and few of those arrows were ever made. His store was running low when Girion made his last stand."

"But the aim of Men had been true that day... much would have been different." Thórin whispered.

Bard approaches them when he heard their conversation.

"You speak as if you were there." Bard said.

"All dwarves know the tale." Thórin replied.

"Then you would know that Girion hit the dragon." Bain joined in. "He loosened a scale under the left wing. One more shot and he would have killed the beast."

"Ha ha ha! That's a fairy story, lad. Nothing more." Dwálin laughed.

Buffy strides behind Bard.

"You took our money from us." Buffy said. "Provided food. So where are the weapons that you promised to give?"

"Wait here." Bard replied and strolls down the stairs to the lower part of the house. After looking around to make sure no one is watching, he pulls on a rope hanging off a small boat and pulls up a wrapped package that had been hidden underwater.

While Bard was busy, Xander, Bálin, Fíli, Oz, and Gwen talk quietly together.

"So tomorrow begins the last days of autumn?" Xander remembered quietly.

"Durin's Day falls morn after next." Bálin whispered. "We must reach the mountain before then."

"And if we do not?" Oz asked. "If we fail to find the hidden door before that time?"

"Then this quest has been for nothing." Fíli whispered.

"Look, there's still time." Gwen whispered too. "Once we get what we need, we'll get out of here and take... probably a boat to get across."

"Gwen, smart thinking." Xander whispered proudly.

"Thanks." Gwen smirked and gave Fíli a wink.

Bard returns and lays the package on the table as the Dwarves and Scoobies stand around it. He loosens the wrappings and reveals a couple of hand-made weapons. The Dwarves and Scoobies look at them in shock, then pick up the weapons and look at them in disgust.

"What is this?" Kyle asked.

"Pike-hook." Bard answered. "Made from an old harpoon."

"And this?" Harmony asked, looking at the weapon she held.

"A crowbill, we call it, fashioned from a smithy's hammer." Bard explained. "It's heavy in hand, I grant, but in defense of your life, these will serve you better than none."

"We paid you for weapons." Angel said. "These are not even weapons. These are used for fishing."

"We are suppose to get Iron-forged swords and axes!" Glóin growled.

"It's a joke!" Spike exclaimed. "A bloody joke!" He throws throws his weapon back on the table, and the others follow suit.

"You won't find better outside the city armory." Bard claimed. "All iron-forged weapons are held there under lock and key."

Thórin and Dwálin look at each other out of the corners of their eyes, hatching a plan.

"Thórin." Bálin said. "Why not take what's been offered and go? I've made do with less; so have you."

Bard looks up when he heard the name 'Thórin', as if the name sounds familiar to him.

"I think its time for us leave now." Cordelia suggested.

"You're not going anywhere." Bard said sharply.

"What did you say?" Faith asked fiercely.

"Faith, let it go." Angel intervened.

"Did you just say that we're not leaving this house?" Faith asked.

"I know what your trying to do." Rhonda said. "Your going ot keep us here and then you'll contact your friends to arrest us. Is that your plan?"

"It is not my plan." Bard snapped. "Reason you can't leave is because there are spies watching this house."

"Wait, did you say spies?" Willow asked.

"Why the bloody hell would spies want to watch your house?" Spike asked.

"Look, every dock and wharf in the town have spies." Bard said. "You must wait till nightfall."

The Dwarves and Scoobies begin to settle down while Kíli leaning on a pole, looks like he's in pain and he slowly slides down the pole and sits on a couch. Wincing, he examines the bandage on his leg while making sure no one is looking.

Outside, Bard is standing on his porch

"Thorin…" Bard whispered to himself.

With a sudden shock of understanding, he whirls around and looks at the Lonely Mountain in the distance. The door opens, and Bain sticks his head out.

"Da?" Bain asked.

"Don't let them leave." Bard instructed him quietly and hurries down his steps and into the town.