Reverberations from the Lonely Mountain reached as far towards Esgaroth. Inside Bard's house, everyone looks up at the sound, and dust falls from the ceiling while Kíli is still moaning in pain.

"What was that?" Gwen asked, feeling the rumble.

"Was that earthquake?" Devon asked.

"Da?" Sigrid asked.

"It's coming from the mountain." Bain assumed.

Fíli leaves his brother's side and walks to Bard. "You should leave us." He suggested. "Take your children; get out of here."

"And go where?" Bard asked. "There is nowhere to go."

"Are we going to die, Da?" Tilda asked worriedly.

"No, darling." Bard answered, trying to

"If that dragon is awake, then its going to kill us all." Jonathan whimpered.

Bard looks at his children worriedly for a moment, then reaches up and pulls a black arrow, the last of the three that Girion had in Dale, from where it had been hidden as a drying rack for plants. His children look at the arrow in shock.

"Not if I kill it first." Bard hissed.

Bard and Bain left the house quietly and sneak through the town. Bard is holding the arrow as he looks around a corner to check whether all is clear.

"Alright." Bard whispered.

"A black arrow? Why did you never tell me?" Bain asked him quietly.

"Because you did not need to know." Bard replied back in a whisper.

The two duck behind a wall as a group of soldiers pass by them. Bard puts his arm on Bain's shoulder and indicates the tower with the dwarvish wind-lance on top.

"Listen to me carefully: I need you to distract the guards." Bard instructed hi son. "Once I'm at the top of the tower, I'll set the arrow to the bow."

Just then, Braga and the other soldiers, who have been sent to find Bard, spot him.

"There he is!" Braga yelled out to his guards. "Bard! After him!"

"Quickly! Down there! Go!" Bard shouted.

"STOP HIM!" Braga yelled.

Bard and Bain run through shop and docks, knocking over various items in their way. The soldiers follow, yelling "Stop him!" The shopkeepers yell angrily at both parties. When they have put some distance in front of the guards, Bard stops Bain and hands him the black arrow.

"Bain! Bain. Keep it safe." Bard told him quietly. "Don't let anyone find it. I'll deal with them."

"I won't leave you!" Bain cried.

"GO!" Bard snapped

As Bain runs off, Bard turns and faces Braga, who has just caught up to him.

"Braga, what is going on here?" Bard asked him.

"You are under arrest." Braga sneered.

"On what charge?" Bard growled.

"Any charge the Master chooses." Braga replied.

Bard turns and sees that he is surrounded. He then turns back and suddenly punches Braga in the face, then punches his way through the soldiers and runs with the soldiers in pursuit.

Bain, seeing the soldiers chase his father, jumps into a boat and hides the arrow beneath some ropes and fishing gear.]

Bard runs through the town; he leaps across a channel using boats as stepping stones. He uses his momentum to cause the last boat to slide several feet across the water until he can step onto the opposite bank. A soldier trying to follow him slips and falls out of a boat into the water. Bard runs down an alley, but a foot is suddenly stuck out of a doorway and Bard trips over it, falling into a pile of wood. As he sits up, dazed, Alfrid steps forward, followed by the Master. As Bard struggles to get up, the Master lifts a wooden pole and hits Bard in the head with it, knocking him out.

Bain runs back to the house to inform the others on what had happened, but he did not realize that Bolg and his Orcs were sneaking around on the rooftops, looking for the dwarves.

"Shugi Khozd-shrakhun hum." (The filthy dwarf rats are somewhere here.) Bolg said quietly as he sniffed through the air. "Nuzdidiz." (I can smell them.)

Meanwhile, Bard wakes up in a cell while Braga, Soury, Adrian and a group of soldiers were drinking and partying nearby his cell. Bard rubs his head as he wakes, then jolts upright when he realizes he is in prison.

While the city was quiet, Bofur runs through Esgaroth, trying to find Kingsfoil. He smells some flowers on a windowsill and rejects them. He continues running about while Bolg and other orcs spy him from a rooftop.

"Khozd!" (Dwarves!) Bolg growled softly as he watched the dwarf run about.

Bofur runs to find a pig eating some weed. He yanks it out of the pig's mouth and examines it, then smiles and turns to get back to Kíli. Bolg and his Orcs follow on the rooftops.

Back at Bard's house, Sigrid leans over the balcony outside the front door, looking for her father until she suddenly heard a noise nearby.

"Da? Is that you, Da?" Sigrid called out, believing it was her father. She looks around for Bard but doesn't look up and see Orcs creeping on the roofs of the neighboring houses.

Inside the house, Gwen was bringing in a cold cloth on Kíli's forehead.

"This will do." Gwen whispered as she placed it on the moaning dwarf.

"Hey, do you hear that?" Tara asked.

"Hear what?" Oz asked.

Suddenly, the others heard a noise on the roof and looks up.

As Sigrid turns to walk back inside, an Orc drops on the balcony behind her. She screams and slams the door, but the Orc stops it with his sword. Hearing the screams, Bain, Tilda, Gwen, Oz, Willow, Tara, and the others jump up.

Bofur had been hearing the scream and hurries back to the house until an Orcs leaps at him from above. As the Orc swings its axe, Bofur falls backward and drops the Kingsfoil.

At the house, another door opens and and Orc strides inside. Jonathan screams like a girl and runs to hide when Oz throws a stack of plates at the orc's head, but another Orc breaks through the roof and falls into the house. The first orc at the door swings at Sigrid, at she falls backward onto the table benches. She slides under the table and pulls the bench sideways next to her as a shield while Devon grapples with the Orc that tried to attack Sigrid. As another orc falls in through the roof, Tilda throws a plate at it, then Sigrid pulls her under the table as well.

"Get down!" Gwen screamed as she grabbed a broom and stacked it in the orc's face.

When an orc threatens Bain, and Bain pushes the bench at it, knocking it over. Bain then grabs the end of the bench and throws it up, hitting the Orc in the head. More orcs jump in through the roof, and one approaches Kíli, who is lying in bed.

Bofur tries to crawl away, but the Orc grabs him by the legs and pulls him back, then throws him onto a table which tips and causes the dwarf to roll away. The orc raises its sword to cut Bofur down, but is suddenly skewered by an arrow through its chest and falls over dead.

In the house, the Sigrid and Tilda had been screaming in terror while Willow, Bain, Tara, Oz, Lance, Óin, Fíli, Gwen, and Devon had defending themselves. As an Orc flips over the table, Oz and Devon grab the orc and kill it while few more jump down. When another Orc leaps to the balcony in front of the house, Tauriel appears and stabs it in the throat with her knife. She pulls out her other knife as well, and begins killing the Orcs in the house. Legolas jumps in through one of the holes in the roof and begins to slay as many Orcs in the house. When one of the Orcs came at Kíli and grabbed him by the wounded leg, Kili screams in pain until Tauriel throws a knife into the Orc's throat. While Legolas and Tauriel slay Orcs left and right, Devon grabs Bain and forces him down.

"Get down!" Devon shouted.

Tauriel kills the Orc, then turns to kill another one. Kíli stabs the Orc as well with the knife Tauriel had thrown earlier, and they together kill the Orc. But then, Kíli falls over onto the floor, howling in pain, and Tauriel looks at him in worry.]

During the fight inside the house, Fimbul flees from the house and jumps over the balcony, landing in a boat in the water below. He yells to Bolg, who is striding toward the house.]

"Ekinskeld obguranid!" (Oakenshield has gone!) Fimbul yelled to Bolg in Black Speech.

"Gur! Arangim!" (Fall back! Regroup at the bridge!) Bolg yelled to his troops to retreat.

Before Fimbul was about to flee, Legolas stabs an Orc and trips it, and it falls backward over the balcony railing and lands in the boat below. The boat acts like a seesaw and sends Fimbul flying up into the air until Legolas slices off its head with his knives. As the orc's body falls into the water below, its head still looks at Legolas. Legolas releases the head and it falls into the water. After the skirmish, Legolas looks and sees the remaining Orcs running through Esgaroth.

"You killed them all." Lance said amazedly to Tauriel. "That was amazing."

"There are others." Legolas informed as he strides toward the door and beckons Tauriel. "Tauriel, come."

"We're losing him!" Óin panicked.

Tauriel looked shocked by this as Legolas looks at her for a moment and then walks out the door. Tauriel remains standing and watches Legolas jump over the balcony and onto a bridge, then begins running. Tauriel looks away and begins to head out the door to follow Legolas. Just as she reaches the door, Kíli moaned in pain, and Tauriel turns to look at him sadly. Hearing a noise, Tauriel grabs her knives, but in relief, she saw that it was Bofur running up with the Kingsfoil. Seeing the kingsfoil, Tauriel's eyes open in shock and she snatches the plant from Bofur's stunned grasp.

"Athelas." Tauriel whispered in shock and reverently examines it. "Athelas…"

"What are you doing…?" Bofur asked her.

"I'm going to save him." Tauriel whispered in response.