In the morning, a whole crowd in Esgaroth gathered at the along the sides of the main channel as a few boats were been loaded with supplies for the Dwarves and Scoobies to take to the mountain.

"You do know we're one short; where's Bofur?" Bilbo asked, wanting to know where his friend Bofur was.

"If he's not here, we leave him behind." Thórin said. "He'll catch up to us very soon."

"We have to, if we're to find the door before nightfall." Bálin informed. "We can risk no more delays."

"Has anybody seen Jonathan, Lance, and Devon?" Cordelia asked. "Where the in the world have they got to?"

"There still inside the mansion." Angel said to her. "They've been drinking too much."

"I warned him." Larry sighed.

"Well I'm afraid he's going to stay behind." Cordelia said. "We have no time to pick him up and the others."

Buffy walks up to Willow and Tara.

"Hey, are you two coming?" Buffy asked.

"Uh, well we thought of, but I think Tara and I should stay here in Lake-town." Willow suggested.

"It's just we don't quite comfortable in doing this." Tara admitted. "I'm also afraid of heights... even for a witch."

"Fine, you two can stay behind." Buffy nodded in agreement.

"Well if they stay behind, so will I." Oz said. "Besides, Devon was suppose to be here. Looks like he's not."

"I figured." Buffy whispered.


Meanwhile, as the Scoobies and Dwarves were boarding the boats, Kíli was about to climb in until Thórin stopped him.

"Not you." Thórin said. "We must travel with speed, you will slow us down."

"What are you talking about? I'm coming with you." Kíli said, feeling desperate to go.

"No." Thórin shook his head.

Gwen and Fíli were already on the boat, and they both turn to look at Thórin and Kíli.

"I'm going to be there when that door is opened, when we first look upon the halls of our fathers, Thórin." Kíli argued.

Thórin lays his hand on Kíli's shoulder and smiles at him. "Kíli, stay here. Rest. Join us when you're healed."

Kíli looked shocked and betrayed for what his uncle said, but he was right. He watched his uncle board the boat until Óin gets out of the boat.

"I'll stay with the lad. My duty lies with the wounded." Óin said.

"Uncle, we grew up on tales of the mountain." Fíli exclaimed. "Tales you told us. You can't take that away from him!"

"Fíli." Thórin said calmly to his nephew.

"We will carry him if we must." Gwen suggested.

"Fíli." Thórin said to him. "One day you will be king, and you will understand. I cannot risk the fate of this quest for the sake of one dwarf, not even my own kin."

On the shore, Óin is examining Kíli, but Kíli is trying to pull away from him. Fíli looks at Kíli, then steps out of the boat, but Thórin tries to stop him.

"Fíli, don't be fool. You belong with the Company." Thórin said.

"I know, but I belong with my brother." Fíli added as he pulls himself away from his uncle and joins Óin and his brother.

"I'm staying too." Gwen sighed and gave Thórin a face as she walks out of the boat to join the three dwarves.


The musicians of Esgaroth play their musical instruments as Master Calamar Moneybags and his deputy Alfrid climb up to a raised platform. As Alfrid remains quiet, Calamar waves, and the people cheer and clap in joy.


Further away in a house in the town, Bofur, Jonathan, Lance, and Devon were fast asleep under a table.

"What time is it?" Jonathan asked, sounding a bit drunk and tired.

"I want another drink please." Lance groaned as he made a deep snore.

"Wait a minute, do you hear that?" Devon asked, waking up suddenly when he the sound of the music. "It sounds like music."

"By my beard, is that the time?" Bofur yelled until he accidently smacks his head on the bottom of the table. "Oh, ugh."

"Wait, a minute, it's time!" Jonathan screamed.

Bofur, Jonathan, Lance, and Devon jolt up immediately and run out the door. The four run as fast as they can to get to the canals, but they had to push themselves through a crowd of people that were cheering and waving goodbye to the Dwarves and Scoobies.

"Bring good fortune to all!" Calamar addressed to the Dwarves and Scoobies as he smiles and waves goodbye to the two groups.

As the Dwarves and Scoobies pull into the canal and begin to paddle away, Fíli, Kíli, Gwen Ditchik, Óin, Bofur, Tara Maclay, Willow Rosenberg, Oz, Devon MacLeish, Jonathan Levinson, and Lance Lincoln were the only ones left behind.

Bofur, Jonathan, Lance, and Devon push their way out of the crowd and reach the water, only to find the Dwarves and Scoobies far off down the canal. They turn and find Fíli, Gwen, Óin, Tara, Willow, and Oz holding a wounded Kíli.

"Oh, did you guys miss the boats as well?" Lance asked.

Suddenly, Kíli moans in pain and begins to fall over, but Fíli and Gwen catch him.

"Kíli! Kíli!" Gwen exclaimed, trying to keep him up.

"What's wrong with him?" Devon asked.

"He's not feeling well." Tara said. "I think we to find some medicine."

"Let's see if the Master can provide that." Oz suggested.


After the Dwarves and Scoobies departed out of Esgaroth, Calamar and Alfrid were walking back to the mansion while the guards walk in front of them and push a number of civilians out of the way.

"HEY! GO ON!" Braga yelled as he shoved a couple of townsfolk out of the way. "Get outta here! Go on!"

Several kids who were playing with the chickens had to scramble themselves up and move out of the way. Calamar didn't seem to care for the civilians and had no pity for them as the guards were doing their part in shoving the townsfolk out of the way.

"Masterfully handled, sire." Alfrid grinned. "Your popularity has never been so high. The entire town twittering your name."

"Yes, it was rather clever." Calamar said appreciatively. "Either our little and big friends return triumphant, in which case I stand to make a pretty penny or old Smaug dines on dwarf or human for a day or two. The important thing is they're off our hands."

Just as they are about the enter the Master's home, Fíli stop them.

"Please wait!" Fíli shouted. "Wait!"

"What do you want now?" Alfrid asked.

"We need your help, my friend here is sick!" Gwen answered.

"Sick? Is it infectious?" Calamar gasped in fright and covers his mouth his handkerchief to prevent any germs from coming near him. "Get back! Alfrid! Alfrid! Don't let them come any closer! I don't to be sick... again!"

Alfrid shields the Master, holding his his hand in front of Fíli, Kíli, Gwen, Óin, Bofur, Tara, Willow, Oz, Devon, Jonathan, and Lance, preventing them from getting closer.

"Please, we need medicine for this." Oz said. "Do you have any?"

"Do I look like an apothecary?" Alfrid asked in a rude tone. "Haven't we given you enough? The Master's a busy man. He hasn't got time to worry about sick dwarves. Be gone. Will you go on? Clear off!"

As the guards order Fíli, Kíli, Gwen, Óin, Bofur, Tara, Willow, Oz, Devon, Jonathan, and Lance to leave, Alfrid follows Calamar back inside.

"What this city needs, Alfrid, is a good purge." Calamar planned. "Starting with a certain troublemaker who saw fit to question my authority."

"A certain bargeman sire." Alfrid corrected him.

"Precisely." Calamar nodded to that.

"And yet will deal with it tonight." Alfrid assured as he closes the doors. "I've written everything like you asked sire. Now will be the time for us to arrest him, and no one will sought question our, I mean, your authority."

"Yes indeed, Alfrid." Calamar agreed. "But right now, we must wait until I give the order. Have Braga and the guards to be ready for tonight."

"Understood sire." Alfrid complied.


Bard opens his door to find Fíli, Kíli, Gwen, Óin, Bofur, Tara, Willow, Oz, Devon, Jonathan, and Lance on his doorstep.

"No. I'm done with dwarves. Go away." Bard demanded as tries to slam the door shut, but Gwen bravily stops it with her foot.

"No, no, no! Please!" Gwen pleaded. "We need your help!"

"And why should I?" Bard asked.

"No one will help us." Tara explained. "It's our friend Kíli. He's sick." She examines Kíli's forehead. "He's very sick."

"Bring him in." Bard insisted.