Back in Erebor, everything was quiet and dark. There is no sign of either the dragon or the dwarves. Suddenly, there were footsteps, and both the Scoobies and Dwarves emerge out of a tunnel and approach a stone bridge over a chasm. Thorin raises his hand and quiets the group.

"Shh. Shh." Thórin shushed the others to be quiet.

"Quiet." Buffy whispered.

The Dwarves and Scoobies walk slowly near the foot of the bridge and Angel peers around the edge of the tunnel, looking for any sign of Smaug.

"Anything?" Cordelia whispered from behind him.

"It's all clear." Angel whispered.

"We've given him the slip." Dóri whispered, thinking that they outsmarted Smaug.

"I think he's right." Percy whispered.

"No, I bet he's too cunning for that." Faith whispered, shaking her head.

"So where to now?" Buffy asked.

"The western guardroom." Thórin whispered. "There may be a way out."

"It's too high." Bálin whispered. "There's no chance that way."

"It's our only chance." Thórin whispered back to him. "We have to try."

"I'll go for Thórin's plan." Scott whispered in agreement.

"So far, let's just get the bloody hell out of here." Spike whispered.

"Alright, let's go." Buffy whispered.

Quietly, the Dwarves and Scoobies tiptoe across the bridge, looking all about, making sure that the dragon hadn't spot them. Suddenly, a coin falls to the floor right in front of Bilbo and rings loudly. Everyone freezes and they all look at Bilbo. Bilbo, however, had been frantically checking his jacket to see if any coins had been stuck in his fold, but there were none.

"Bilbo, tell me you didn't?" Anya whispered in fear.

Xander covers her mouth quickly and shushes her.

Hearing another coin fall, they all look up and see Smaug crawling just above them, looking for them. He hasn't seen them. The coins that fell came from his chest and arms, where several coins and gems have embedded themselves after years of him sleeping on them. Angel, Spike, Larry, motions for them to keep moving.

"Don't scream." Larry whispered very tightly to the others.

After losing Smaug for now, the Dwarves and Scoobies had all been running through a hall and emerge in the western guardroom.

"Stay close." Thórin said.

Finally, they all stop abruptly when they see that the guardroom was full of rotted, dust and cobweb-covered corpses of dwarves that recently lived in Erebor before the dragon came.

"What happened here?" Harmony asked, looking at the corpses.

Buffy walks over to the entrance that was completely blocked and replied. "It seems like a landslide must've blocked the exit.

"Then that means these poor dwarves were trapped." Heidi said quietly.

"They were all left here to die." Angel said, kneeling down to examine the one of the corpses.

"Then that's it, then." Xander sighed fearfully. "There's no way out."

"We're trapped." Spike sighed. "Trapped like bloody rats in a sewer."

"The last of our kin." Bálin sniffed. "They must have come here, hoping beyond hope."

"Where do you think we should go?" Riley asked.

"We could try to reach the Mines." Anya suggested. "Although, we might not last a few days."

"Well, I guess that means we're trapped for good." Kyle sighed in disgrace.

"Now, we're going to end up like them." Larry said, sitting down on a flat rock. "I just never thought this day would come."

"Will starve to death, Larry." Xander said as he sat next to him. "But it was good having you along." He gives him a smile. "You are best fighter I ever had so far."

"Yeah." Larry nodded and started to laugh a bit. "I always knew you as a good friend."

"We can't just sit here, wait, or starve to death." Buffy said. "We can't just give up and let Smaug win."

"Buffy's right." Riley agreed. "I'm not going to just cower or claw for breath."

"We will not die like this." Thórin said to him and the other. "We make for the forges."

"How on earth are we suppose to get to the forges?" Anya asked.

"He'll see us, sure as death." Dwálin warned.

"Not if we split up." Thórin suggested.

"Thórin, we'll never make it." Buffy said worriedly. "None of us will."

"You said it yourself." Thórin said to her. "We are not giving up. We kill the dragon... together."

"I never knew I would die for this, but I'm willing to do it... for your people." Roy said bravely.

"Count me in." Faith grinned.

"Yeah." Owen sighed as he stood up. "I'm ready for this."

"So are we." Rhonda said.

"So what's the plan exactly?" Scott asked.

"Our plan is simple." Angel spoke up. "We lead him to the forges. All we need to do is split into groups, distract him."

"That's going to be tough." Cordelia argued.

"Cordelia's right." Buffy sighed and looked at her fellow Scoobies. "But If this is to end in fire, then we will all burn together."

"Well let's go." Xander grinned excitedly. "Let's kick some dragon butt."

Splitting into groups, Thórin leads Bilbo, Buffy, Angel, Faith, and Bálin across the bridge.

"This way!" Thórin shouted.

Suddenly, a booming sound comes from nearby.

"I think we got his attention." Faith shouted.

"Flee, flee! Run for your lives!" Smaug growled in delight as he appears and goes for the six. "There is nowhere to hide."

"Behind you!" Dóri yelled.

Smaug turns at the sound and spots Dóri, Óri, Bombur, Xander, Anya, Harmony, Scott, and Owen that were running on another bridge. and yelling to distract Smaug.

Smaug looks at them and immediately lunges toward them.

"RUN!" Xander yelled.

"Come on!" Harmony shouted.

As Smaug chases the second group, the first group Thórin, Bilbo, Buffy, Angel, Faith, and Bálin continue to cross the bridge. That was when the third group; Dwálin, Nóri, Riley, Larry, Rhonda, Heidi, Tor, and Kyle run across another bridge and yell to distract the angry dragon.

"Hey you!" Tor yelled. "Come and get us!"

Smaug turns and jumps at them, but the third group managed to run off the bridge and make their way into a tunnel just before Smaug's claw lands where they were. The fourth group, Spike, Roy, Glóin, and Bifur, use this chance to run across a bridge and make it into a tunnel as well. Angrily, Smaug blows fire after them. He blows rapidly in an arc all around him, into all the tunnels. His fire causes the stones beneath Spike, Roy, Glóin, and Bifur to glow in heat. They reach a cliff and leap into the air, landing in large troughs which they slide down, and eventually land in the buckets of a large hanging conveyor belt system used in the past for mining.