Throughout the night, Gandalf, Amy, and Thráin had been running through the fortress of Dol Guldur, trying to reach for their actual exit and warn Thorin of what is about to come.

"So your telling me that Smaug and the Necromancer are both working together?" Amy asked. "How is this even possible?"

"It does not matter." Thrain replied. "Smaug is waiting for them. Both he and the One are in league. Hurry! We must hurry!"

Before the ycould escape, Azog the Defiler emerges out and and attacks Gandalf. Gandalf only has the time to raise his sword and staff before Azog strikes him with his mace, sending Gandalf and his weapons flying.

"Gandalf!" Amy screamed, keeping Thrain closely behind her.

Gandalf lies on the ground, and multitudes of now-revealed Orcs stand behind Azog.

"Nakhig lo shulun, sharuku!" (You have come too late, Wizard!) Azog laughed evilly. "Gorz nash." (It is done.)

The Defiler then raises his mace and swings to finish Gandalf off, with some of his Orcs running up as well, but Gandalf manages to scramble up with his staff and point it at Azog. The staff causes some sort of invisible barrier which stops Azog in his tracks.

"Where is your master?" Gandalf demanded the Defiler to answer his question. Azog refused to answer and roared as he tried to run at Gandalf again, but the wziard's staff stops him and the Orcs behind him. "WHERE IS HE?"

"Mig shâ zog!" (He is everywhere!) Azog answered back to him in black speech. "Undagush nakh!" (We are legion!)

Gandalf, Amy, and Thráin back into the corner of the platform. While Gandalf held Azog at bay with his staff, Amy and Thráin look at the lower lowers of Dol Guldur behind them and sees hordes of Guldur Orcs and armored Wargs below, all armed for war.

"Khe ku ovas!" (It is over!) Azog growled in black speech at the three and prepared to finish them once and for all.

Before Azog was about to strike, Gandalf shouts and swings his staff to bring down a flash of light and a thunderclap. When Azog and his Orcs open their eyes, Gandalf, Amy, and Thráin had disappeared. Believing they fled, Azog heard their footsteps moving away and knew they hadn't left.

"Gurid dum!" (Run them down!) Azog ordered his troops to pursue them.

Gandalf, Amy, and Thráin run through the ruins as a pack of warg-riders chase after them. The three run into a building onto a bridge, and as Amy and Thráin run across, Gandalf strikes the building with his staff, causing parts of it to crumble and fall down, crushing the Wargs on their tail and destroying the bridge. In the distance, Azog roars and the three continue their route to escape. However, the three run onto a larger bridge when suddenly, a voice sounds out of the darkness. The voice came from a massive cloud of shadow that was in front of them, preventing their escape.

"There is no light wizard..." The shadowy voice said to Gandalf. "... that can defeat darkness."

"It's him." Thráin panicked.

"The Necromancer." Amy whispered in horror.

Thráin looks up at Gandalf. "Tell Thórin I love him." He pleaded. "Will you do that? Will you tell my son that I loved him?"

"You will tell him yourself." Amy promised him.

"It is too late." Thráin answered softly as the tendrils of smoke whip out from the Necromancer, grabbing the dwarf and killing him.

"NO!" Amy screamed in terror.

Gandalf raises his staff and forms a protective spherical shield of light around himself, about 60 meters in diameter. Tendrils of shadow try to pierce the shield, but cannot. As the shadow continues pounding at the shield, Gandalf struggles, and the shield grows smaller. Gandalf yells, and the shield grows larger again. However, the shadow grows even stronger, strong enough to disintegrate the bridge in front of Gandalf's shield. The shield grows smaller and smaller, until it is barely bigger than Gandalf. Gandalf opens his eyes in shock, and his shield completely disappears, and he is pushed back.

Before the shadow rushes at him, Amy grabs the wizard's staff in time and manages to form the shield again that Gandalf casted. Amy struggles as she falls to her knees, but she kept on holding on to Gandalf's staff above her head and the shield continues to grow and shrink. Finally, the shadow pushes so hard that the shield collapses, and she falls back along with Gandalf. Amy holds Gandalf's staff and tries to protect Gandalf, but that was when the shadow turns into a wreath of flames. Amy and Gandalf looked on in horror when the flames turn into the slit pupil of an eye, then slowly take the form of a tall man, wearing armor, and with a helmet shaped like spikes. As the burning figure approaches the two, Amy held on to Gandalf's staff until it started to burn and disintegrates away to nothing.

Without Gandalf's staff, the Necromancer picks Amy and Gandalf up into the air and then slam them down on the stones. They then hurl them into a wall and hold them there. The wall around them crumbles and falls in the presence of the Necromancer. The Necromancer looks at Amy and Gandalf, and the flames around him explode, forming a fiery eye with his body at the center like an iris.

"Sauron." Gandalf moaned out his name, recognizing the Necromancer for what he really was.