Bálin, Thórin, Buffy, Angel, Faith, and Bilbo run through a large hallway. As they ran, Balin turns into a side tunnel, in which Bilbo, Buffy, Angel, and Faith follow, but Thórin continues forward with Buffy at his heels.

"It's this way!" Bálin called. "This way! Come on!"

Buffy stops by the tunnel and calls out to Thorin, who is still ahead. "Thórin!"

Thórin turns and begins to go back to Bálin, Buffy, Angel, Faith, and Bilbo, but stops suddenly. They all turn around and see Smaug at the end of the hallway. Thorin yells at Bilbo.

"Follow Bálin!" Thórin yelled at Buffy.

"No Thórin, come on!" Buffy yelled. "Hurry!"

"Come on!" Angel shouted.

"GO!" Thórin roared and continues to run.

"No, Thórin!" Buffy cried.

Angel and Faith quickly pull Buffy into the side tunnel just as Smaug's chest glows orange and unleashes his fire throughout the hall. Thórin runs the other way and leaps into the air, falling into a deep pit. He catches onto a chain with a bucket at the end of it, and it begins descending just as Smaug leaps into the pit as well. Smaug claws his way down the tunnel, snapping at Thórin on the chain.

Dwálin runs up to the mouth of the pit and looks down in shock. "Thórin!" He shouted and immediately smashes his axe into the machinery holding the chain Thórin is holding on to, and the chain stops descending abruptly.

Beside Dwálin, a heavy holding bucket on the other end of the same chain begins descending rapidly, causing Thórin's chain to fly upward. Thórin soars upward, narrowly missing Smaug's head, but the dragon turns and manages to grab the end of Thórin's chain, stopping its movement. Smaug pulls down, at the machinery holding the chain at the top of the pit breaks free of its moorings and falls into the pit. Hit chain slack, Thórin falls and lands right on the tip of Smaug's closed mouth. He stands on Smaug's top lip as Smaug growls and opens his mouth; fire is visibly rising up his neck. Just as Smaug snaps closed his mouth to eat Thórin, the dwarf quickly leaps to the side and grabs another chain.

Smaug growled as he turned to bite the helpless dwarf, but that was when the falling machinery strikes him in the face. Larry, at the top of the pit, hits another machine, and its gears spin rapidly, pulling Thórin on his chain rapidly upward. Smaug roars and blows smoke straight up the pit after Thórin. Thórin manages to reach the top and throw himself on a ledge just as the fire erupts beside him.

"Go! Go!" Thórin shouted.

Thórin and Larry run through narrow slits between tall, stone pillars and join the others. Now, the Dwarves and Scoobies were standing in front of several massive dwarf furnaces, each at least 10 yards high.

"The Forges." Angel whispered.

"The plan's not going to work." Dwálin growled. "These furnaces are stone cold."

"He's right; there's no fire hot enough to set them ablaze." Bálin claimed, seeing and pointing at the furnaces that were completely all dark, with no sign of fire within.

"Where the hell is Spike, Roy, Bifur, and Glóin?" Faith asked angrily. "They were suppose to meet us here."

"Have we not?" Thórin whispered as he turns back toward the pit with an idea in his face. He begins to shout and insult the dragon. "I did not look to see you so easily outwitted!"

Smaug's claw emerges from the pit and begins to hear what Thórin had been saying.

"Thórin, what are you doing?" Xander shouted.

"Are you crazy?" Anya yelled.

Thorin continues taunting him.

"You have grown slow and fat in your dotage." Thórin continued to taunt the dragon, who snarls back at him in anger. "Slug."

As Smaug snarls and advances, Thórin gets behind a pillar and yelled to the others to do the same. "Take cover. Go!"

They all rush behind pillars just as Smaug unleashes his flame at them. The fire goes past the pillars and reaches all the way to the furnaces. The dwarves and Bilbo, though not in the direct path of the fire, yell from the pain, heat, and pressure. As Smaug stops, fire suddenly comes out of the bottoms of the furnaces, and they begin glowing and working. Smaug growls in confusion and anger while the Dwarves and Scoobies run from the pillars. As Smaug begins battering at them with his head. They are immensely strong, like a latticework of metal, but they begin to bend under Smaug's tremendous strength.

"Bombur!" Thórin called. "Get those bellows working. Go!"

"Alright!" Bombur complied and begins to run and leap onto a chain next to a forge. The chain slides down with his weight, and he lands on the handle of a massive bellows. The bellows compress and blast air into the furnace, which exhumes bright blue flames. On top of the furnaces is a massive pile of unrefined gold, at least 10 yards in diameter.

Thórin turns and sees the latticework continue to bend from Smaug's bashing.

"Bilbo! Up there, on my mark, pull that lever." Thórin points Bilbo toward a lever high up on a mound, and Bilbo runs toward it.

The Dwarves and Scoobies run toward the forges as the latticework begins to break.

Thórin grabs Bálin and asks. "Bálin, can you still make some flash-flame?"

"Aye. It'll only take a jiffy." Bálin complied grabs some of the other dwarves to help him. "Come on!"

As Bálin runs off, Faith looks at the latticework, which is bending dangerously from Smaug's blows.

"We don't have a jiffy." Faith shook her head.

Under the force of Smaug's onslaught, the latticework finally gives way and falls to the ground. The Scoobies all run together and try to hide as Smaug storms into the furnace room.


In a storage room nearby, Bálin and some other dwarves frantically mix together various powders into jars to make flash-flame bombs.]

"Where's the sulfur?" Bálin asked quickly.

"You sure you know what you're doing?" Dóri asked him in a panic.

"Aye." Bálin complied nervously.


Buffy watches as Bilbo clambers up some steps and reaches the lever mounted high on a tower. Buffy shakes her head and immediately runs up to help him.

"Buffy, get back here!" Riley shouted.

"Bilbo!" Buffy cried as she ran to help him. "We have to get out of here!"

The two turn and see Smaug lunging towards them.


Bálin chuckles as he pours a vial of powder into empty jars.

"Come on!" Dóri cried.


Smaug continues to walk towards Buffy and Bilbo. The dragon raises his head to look at them, but then he looks to the side and sees Thórin standing there. Smaug stares and snarls at the dwarf, and begins to lung towards him.

"NOW!" Thórin yelled.

"Pull!" Buffy shouted

Buffy and Bilbo jump into the air and pull down on the lever just as Smaug lunges toward Thórin. Before Smaug was beginning to blow Thórin with his flames, huge jets of water burst out of carved faces in the wall behind Bilbo and slam into Smaug, knocking him off balance and quenching the flames. Smaug slides into the side of a furnace from the force of the water, and the glow in his chest disappears. Roaring in rage, Smaug flaps into the air and begins thrashing about madly. The jets of water cause a watermill to begin turning some gears, which causes the various rope conveyor belts to begin operating. Some of them are full of heavy chunks of rock and ore.

Bombur continues going up and down on his chain, pumping the bellows and turning the furnace fire blue. Atop the furnaces, the solid impure gold begins to glow and melt. Smaug begins crawling toward Thórin again.

Above him, Spike, Roy, Glóin and Bifur have arrived on the bucket conveyor belt while Bilbo and Buffy begin to climb down the mound. Smaug ignores them and tries to lung at Thórin. Suddenly, a flash of blue light on the side of his head. Bálin, Óri, and Dóri are throwing flash-flame bombs at Smaug. However, Smaug is not at all fazed by them and continues toward Thórin. Above Smaug, Gloin raises his axe and cuts the rope of the conveyor belt full of heavy rocks below him, dropping tons of rocks on Smaug and making him fall to the ground, roaring.

The gold atop the furnaces is completely melted now. Thórin runs over to a furnace and pulls on a chain, opening a gate which allows the molten gold to flow out of the furnaces and through troughs built into the ground.

Tangled in the ropes of the conveyor belt, Smaug thrashes about and hits the rope of the conveyor belt Spike, Roy, Glóin and Bifur are in, breaking it and knocking it to the floor. They miraculously land on the ground unhurt. Beneath Smaug, rivers of molten gold flow through the troughs on the floor. Thórin turns and begins running, shouting back at the dwarves.

"Lead him to the Gallery of the Kings!" Thórin shouted.

As Smaug thrashes about, one of the heavy metal buckets tangled on him goes flying toward Buffy and Bilbo on top of the mound. The two duck, and the bucket misses them, but take large chunks out of the wall.

Thórin grabs a wheelbarrow and runs while pushing it, dodging Smaug's thrashing limbs. Smaug's tail smashes into the base of the mound, cracking it, and worrying Buffy and Bilbo. Thórin throws the wheelbarrow into a channel of gold and leaps into the wheelbarrow. Seeing this, Smaug roars and whips his head around, finally getting rid of the ropes and buckets tangled around him. He stomps over to a small entrance at the base of the mound where all the troughs of liquid gold join and lead out of the room. Before he can get to Thórin, the dwarf on his wheelbarrow floats through the entrance, just as the mound collapses and both Buffy and Bilbo fall. He manages to hit the ground rolling. Smaug sees Bilbo and snarls.

Thórin turns his head back and yells. "Keep going! Run!"

Buffy and Bilbo take off running with the other Scoobies that managed to regroup with them. They all run as Smaug is in pursuit. The Scoobies and Bilbo leap onto a large stone slide before Smaug could grab any of them, and Smaug slides after him, demolishing all the stone structures nearby with his wings.


The Scoobies and Bilbo run through a doorway and enter a massive hall adorned with banners that were hundreds of feet tall. Just as they ran in, the wall above the doorway explodes as Smaug jumps through it. The Scoobies run frantically from the flying rocks, but they were caught beneath the cloth of a falling banner and knocked to the floor.

Smaug leaps to the floor and turns to look at them. "You think you could deceive me, Barrel-rider?" He shouted angrily at Bilbo.

"Barrel-rider?" Heidi whispered in confusion.

"Smaug!" Buffy called to him.

Smaug looks at her as she walks towards him.

"What do you we have here?" Smaug growled.

"We give up!" Buffy proclaimed, raising her hands in front of her. "Please, just let us go peacefully, and we will not enter your kingdom again."

"Reasoning with me will not save you." Smaug said and continued to look at her and the others. "So you want to leave my kingdom alive and return home? I think I know where your home is. "You have come from Lake-town." Then, he begins to talk to himself, and his voice broke in both anger and fear. "There is- is some sort of scheme hatched between these filthy dwarves and those miserable cup-trading Lake-folk. Those sniveling cowards with their longbows and black arrows!"

"What is he talking about?" Anya said fearfully.

"Perhaps it is time I paid them a visit." Smaug suggested and turns to go to Esgaroth.

"Oh, no." Angel whispered.

"Willow." Xander whispered in shock. "Oz."

"This isn't their fault!" Buffy yelled in a panic. "Wait! You cannot go to Lake-town."

"The people of that town had nothing to do with this." Cordelia said. "Please, don't hurt them."

"We are the ones to blame, not them." Riley shouted.

Hearing this, Smaug stops for a moment, then turns toward Buffy, Cordelia, Riley, and the Scoobies, who were running after him.

"You care about them, do you?" Smaug asked in a grin. "Good. Then you can watch them die."

"No, please." Buffy pleaded.

Ignoring her pleas, Smaug turns and strides off down the hall. Suddenly, a voice sounds from one end of the hall, where there is a massive stone structure that looks roughly like a dwarf

"Here... you witless worm!" Thórin yelled at the dragon.

Smaug stops in his track, snarling and squinting in anger when he felt insulted by Thórin's comment of calling him a witless worm. He then turns to look at Thórin. "You."

"I am taking back what you stole." Thórin claimed angrily.

Smaug slowly stalks toward Thórin.

"You would take nothing from me, Dwarf." Smaug said. "I laid low your warriors of old. I instilled terror in the hearts of men. I am King under the Mountain."

"This is not your kingdom." Thórin growled. "These are dwarf lands, this is dwarf gold, and we will have our revenge."

Unseen by Smaug, there are chains attached to various places on the back of the stone dwarf structure Thorin is standing on, and the ends of these chains are held by the other dwarves. As Thorin speaks, Smaug's chest and neck glow with fire, and Thorin slowly reaches up toward a rope above him. Just as Smaug opens his mouth, Thorin yells in Khuzdul as he yanks on the rope, and a pin behind the stone falls out, releasing heavy wooden bands and chains that had been wrapped tightly around the stone. Smaug rears his head in confusion. The other dwarves pull mightily on their chains, and more pins similar to the first are pulled out of the stone. The stone structure, which is now revealed to be the mold into which the liquid gold from earlier poured into, falls apart and reveals a massive statue of a dwarf king, made entirely out of solid gold. Thórin swings away on a rope to escape the falling rocks. Smaug looks at the golden statue, which is even larger than him, in awe and desire. As he approaches it, his mouth opens slightly in greed.

Suddenly, the gold around the statue's eyes warps and then explodes into liquid; the gold in the statue had not yet fully solidified, and the entire statue collapses and explodes into burning hot liquid. Smaug roars in anger as the statue melts, and scrabbles backward to escape the gold. However, he cannot move fast enough and the tidal wave of gold hits him and knocks him over. As he roars, he is entirely smothered and drowned in the gold, which fills the entire hall in a layer several feet deep.

The gold settles, and Smaug was nowhere to be seen. Believing that Smaug had given up and drowned, the Dwarves begin to smile in joy, but suddenly, the surface of the golden lake explodes as Smaug leaps out.

"Ahh! Revenge?" Smaug screamed in anger and pain. "Revenge! I will show you REVENGE!"

As the Dwarves, Scoobies, and Bilbo look on in shock, Smaug runs down the hallway and takes off in flight.


Outside the mountain, the great doors of Erebor break as an enraged Smaug smashes his way out. He flaps his wing and lifts off into the sky, spinning and causing the remaining gold on him to fall off in a golden shimmer. As Smaug swoops off toward Esgaroth, Bilbo and the Scoobies run out of the destroyed gates of Erebor and climbs up some ruins, looking on in horror.

"I am fire." Smaug said to himself as he soared through the air. "I am... death."

Watching him fly away, Buffy and the Scoobies looks on in shock.

"What have we done?" Buffy whispered in horror.