Rumbles have been heard all over the region of Rhovanion. Fear has now spread towards every inhabitant of the country, especially those that live in the Long Lake.
As the bells were ringing, the people of Esgaroth were running in terror and fear since the Dwarves and Scoobies had accidentally woken Smaug from his slumber. Believing that the people of Esgaroth, Smaug's plan was destroy Esgaroth and kill all the civilians and guards.
While the civilians and the guards were loading their possessions into boats, Calamar Moneybags was in a deep panic while he has been packing a lot of his valuables. Coming down the steps very quick, he sees his soldiers and servants carrying boxes containing his gold and valuables.
"I warned you." Calamar cried out in a panic. "Did I not warn you what would come of dealing with dwarves? Now they've done it! They've woken the dragon. They brought the apocalypse upon our heads! Come on! Quickly! Quickly!" He rushes to his bookshelf and pulls a candlestick in the wall sideways. It turns out to be a secret lever, and a nearby bookshelf falls backward to reveal a hidden staircase and boat landing with the Master's boat waiting. "Faster now! I'm trying to evacuate myself here! Careful, men. Never mind the books! Get on, get the rest of it!"
"But Sire, should we not try to save the town?" A guard named Adrian asked in a pleading voice.
"The town is lost!" Calamar snapped at him. "Save the gold!"
"You heard him." Braga ordered him and the guards.
Adrian didn't like what the Master of Esgaroth was saying. He immediately storms out of the mansion while Braga and four of the guards load all the gold and other valuables onto the Calamar's boat.
As the townspeople frantically paddle their loaded boats through the canals, Tauriel watches the sky ominously. With her eld hearing, she can hear Smaug approaching and roaring. Suddenly, a huge shadow swoops overhead. Smaug has arrived. Tauriel enter's Bard's house and prepares the Scoobies, Dwarves, and Bard's family to leave.
"We have no time." Tauriel said urgently. "We must leave!"
"Leave, of course we'll leave!" Lance panicked.
"They must've woke it up." Tara claimed.
"And they have." Jonathan whimpered in fear.
"They must be dead!" Lance exclaimed, thinking that that the rest of the Scoobies and Dwarves that ventured to the mountain were killed by Smuag's wrath. "Smaug must've killed them, and now that leaves just us." He continued to panic in a hastly voice while packing supplies of his. "Oh what a great idea this turned out to be. Although, this was not the best plan to do so. Now we're next."
"Lance, just cool it down, and let's ourselves out of here." Oz calmed him.
"Come on, hurry!" Gwen exclaimed. "We need to go!"
"Quick, get him up." Willow said, helping Kíli.
"Come on, brother." Fíli said.
"Come on, come on! Let's go." Bofur said hastily.
"I'm fine - I can walk." Kíli said, not wanting their help.
"As fast as you can." Tauriel said quietly.
"We're not leaving." Bain said. "Not without our father."
Bard is in the prison, and all the guards that were guarding him had fled, leaving him behind.
"Open the door!" Bard shouted, clutching the cell bars. "You hear me!"
No one was there and Bard began to panic. He tries to unlock the door, but it was no use. He stops as he sees Smaug flying high above the town, then frantically tries to break the lock. When it doesn't break, he rushes to the other side of his jail cell, which is on an arch of a building overhanging a canal.
Tauriel, Bofur, Óin, Kíli, Fíli, Gwen, Willow, Tara, Oz, Devon, Lance, Jonathan, Bain, Sigrid, and Tilda all rush out of the house and managed to find Bard's boat that was docked.
"Come on, we gotta go!" Devon shouted. "No fooling around!"
"Come on, hustle yourselves." Gwen said.
"Quickly now! Hurry!" Tauriel said loudly.
They set off down the canal, poling the boat through the floating chunks of ice. That was when Smaug swoops low overhead, and the townspeople start to scream in the sight of terror. Smaug soars high above and away from the city, and turns and dives steeply toward the city, building up fire in his chest. As he gets over Esgaroth, he unleashes his flames, and breathes his fire in a line all the way across the town. People scream as they fall and die in the terrible inferno.
Bard smashes at his cell's bars with a pail, but to no avail. He continues to figure out to break out as Smaug continues to breath fire over another section of the town; a man, on fire, falls out of his house and into the water.
During the chaos, Calamar and his men, as well as Alfrid, pole their boat that was loaded with treasure through the water as Smaug had set things on fire around them.
"Come on! Come on!" Calamr yelled to his men that were rowing the boat. "Faster! FASTER!" He looks around the chaos and talks to Alfrid. "If only we could take more of these poor people with us, but they are hardly-"
"-worth it." Alfrid said, finishing Calamar's sentence. "I quite agree." He turns to see a man climbing onto the boat. Rather than helping, he kicks him in the face and back into the water. The man was alright, and he immediately swam to a boat that had two pubs that barking and crying.
Meanwhile Bard tears his blanket into strips, and couldn't stand the screaming. People were trampling each other in their efforts to escape the dragon and the fire.
"Look out!" Oz shouted.
The Master's boat collides with Bard's boat. Tauriel, Bofur, Óin, Kíli, Fíli, Gwen, Willow, Tara, Oz, Devon, Lance, Jonathan, Bain, Sigrid, and Tilda all look at Calamar in displeasure. They manage to push their boats apart, but some of the Master's treasure falls into the water.
"Move it! Move it!" Calamar continued to shout. "Come on, faster!" He sees the gold falling off his boat. "My gold, my GOLD!"
"We're carrying too much weight." Alfrid informed as he looks at the pile of treasure, trying to decide what to throw overboard. "We need to dump something!"
"Quite right, Alfrid." Calamar agreed, looking at him greedily, and rather than dumping the gold, he pushes Alfrid off the boat instead.
While not looking, a cloth loop falls from above and catches around the Master's throat. It is the rope Bard made from his blanket; he has tied one end to his cell bars and let the other end, the loop, out of the window and over the canal, where it has conveniently caught the Master. Braga, at the front of the boat, hasn't seen this.
"Faster! Faster!" Braga yelled.
As the boat pulls ahead, the rope loops pulls the Calamar back, but then he gets stuck in front of the boat's rear post. As the rope tightens around him, he gags and chokes. Eventually, the pressure is so much that the entire side of Bard's prison break. This gave Bard his chance to escape and watches angrily as Calamar frantically pulls the rope away from his throat.
Smaug flies overhead, and continues to blow his flames all over. It was getting worse out there, and Bard quickly breaks through the guardroom window and grabs his bow and quiver, testing his bowstring. He pushes out some of the shingles in the upper story and clambers out onto the roof, where he has a good vantage point. He ducks low as Smaug flies by almost overhead, and then runs across the rooftops towards the bell tower, the tallest building in the city.
At the ruins of Raven Hill, Bilbo and the Dwarves watch Esgaroth burn in the lake.
"Poor souls." Bálin whispered in sadness, as he couldn't bother to watch the terrible chaos that he had seen.
The Dwarves all stare at each other in sadness and fear while Bilbo looks back and sees that Thórin was staring back at the halls of Erebor, not at Esgaroth. Bilbo started to look a bit worried of him.
Meanwhile, somewhere near the lake, Buffy, Angel, Cordelia, Riley, Xander, Anya, Harmony, Faith, Spike, Heidi, Larry, Kyle, Roy, Tor, Scott, Rhonda, Owen, and Percy had been running and running down the hills to try and stop the dragon Smaug.
Back at Esgaroth, Bard continues leaping roof to roof. That was when Smaug spots him, and soars down to stop him. Bard managed to avoid him in time by sliding off the roof. He used one of his arrows to stop him from sliding and gets himself back up before he fell into the water. He climbs rapidly up the winding steps of the bell tower.
Once at the top, he pulls all the arrows out of his quiver and looks out at the sky. As Smaug soars by, Bard shoots an arrow at him; however, the arrow merely bounces off Smaug's scales and falls to the ground. Bard, standing directly below the ringing bell, gets nauseated by the booming sound, so he pulls out his dagger and cut's the bell's rope, silencing it. He shoots another arrow at Smaug, but this, like the first bounces harmlessly off.
In the canals below, Bain, who was on the boat with Tauriel, Bofur, Óin, Kíli, Fíli, Gwen, Willow, Tara, Oz, Devon, Lance, Jonathan, Sigrid, and Tilda, notices his father at the top of the tower.
"Da!" Bain shouted.
"DA!" Tilda cried.
As they watch, Bard shoots yet another arrow, harmlessly hitting the dragon.
"He hit it!" Kíli cried otu suddenly when he thought Bard shot the dragon. "He hit the dragon!"
"No..." Tauriel whispered.
"He did!" Kíli exclaimed. "He hit his mark, I saw!"
"His arrows cannot pierce its hide; I fear nothing will." Tauriel said.
Bain looks down disconsolately, then suddenly looks up and notices the state of the Master of Esgaroth, and below it, the boat in which he'd hidden the Black Arrow his father had asked him to keep safe. Bain's face turns to a determined look. As their boat passes under a hanging hook, Bain leaps up and grabs it, swinging clear off the boat.
"What are you doing?" Devon yelled.
"Come back!" Willow shouted. "Bain, come back!"
"What is he doing?" Gwen screamed.
Bain uses the hook and the crane it is attached to to swing to the dock, from where he runs toward the boat with the Black Arrow.
"Leave him!" Tauriel snapped. "We cannot go back!"
"Bain!" Tilda cried as Tara held her tightly.
At the top of the tower, Bard reaches for his arrows, only to find one left. He hesitates in fear, then grabs it and shoots Smaug. This time, Smaug passes so close to the tower that the wind knocks Bard over. Smaug howls, feeling the arrow, although it didn't hurt him.
Bain appears at the top of the bell tower and called out to him. "Dad!"
"Bain! What are you doing?" Bard cried out in shock. "Why didn't you leave? You were supposed to leave!"
"I came to help you." Bain said.
"No!" Bard snapped. "Nothing can stop him now!"
"This might." Bain said, holding up the Black Arrow.
Bard gratefully looks at it, and then stroke's Bain's face. "Bain - you go back. You get out of here now!"
Looking beyond Bard, Bain sees Smaug approaching the tower rapidly. It seems that Smaug determined where the arrows were coming from.
"DAD!" Bain yelled.
Smaug smashes through the top part of the bell tower, and Bard finds himself lying down on the remaining top of the tower.
"BAIN!" Bard yelled terribly in horror.
Bain was hanging by one arm to the remains of the tower. In luck, he still had the Black Arrow in the other. Bard grabs Bain's arm and hauls him back up. That was when Smaug lands closeby in the town, crushing buildings underneath him, and was directly in the way of the Master's boat.
"Stop! Stop!" Calamar cried out, ordering his troops to stop rowing the boat. "Halt! Halt!"
Bard pulls the Black Arrow out of the hands of the petrified Bain and stands up, facing Smaug.
Smaug turns his head to face directly at Bard. "Who are you that would stand against me?" He growled furiously.
Bard grabs his bow, only to find that it was broken in half when Smaug smashed into the tower earlier.
"Now that is a pity." Smaug growled as he begins walking toward him and Bain. "What will you do now, Bowman? You are forsaken. No help will come."
Bard looks around frantically, but there is nothing to help him. Smaug continues to walk towards them, crushing the buildings beneath him.
Calamar sees his chance and yells to his oarsmen. "Now's our chance! Go! Go! Into the open water!"
Looking at the tower, Smaug growls as he continues to walk towards them. "Hmm. Ah." He licks his lips. "Is that your child?" He asked, staring directly at Bain. "You cannot save him from the fire. He will BURN!"
Just as Smaug was getting closer to the tower, Bard quickly fixes the two broken halves of his bow into the walls of the belltower, with the bowstring taut between them. He fixes the Black Arrow to the bowstring, and lays the front end of the Black Arrow on the shoulder of Bain, who is standing in between the fixed pieces of the bow and facing Bard. Bain pants in fear since he can hear Smaug approaching from behind him, but can't see him.
"Stay still, son." Bard whispered. "Stay still."
"Tell me, wretch - How now shall you challenge me?" Smaug roared.
Bard notices a missing scale on Smaug's chest, the scale that was broken by his grandfather Girion, Lord of Dale who failed to slay the beast long ago.
"You have nothing left, but your DEATH!" Smaug howled, approaching more rapidly.
Bain looks over his shoulder at the dragon
"Bain! Look at me." Bard called him back. "You look at me." He strains with the effort of holding the Black Arrow taut. "A little to your left." Bain shifts a little to his left, moving the tip of the arrow to the right, toward the spot where Bard noticed the missing scale on Smaug. "That's it."
Bard releases the Black Arrow and it flies off at high speed from Bain's shoulder. It hurtles through the air and sinks all the way to the feathers, almost 6-7 feet, into Smaug's chest through the spot without a scale. As Smaug leaps forward in pain and fear, Bard grabs Bain, just as Smaug careens into the tower. Bard and Bain fall with the tower into the water as Smaug rolls and slides through the town, destroying everything in the town. He struggles to fly into the sky. With massive effort, he manages to flap a few hundred feet up, screaming and wheezing in pain, then gasps for breath. His eyes lose their light, and he falls back down upon the city, dead, with the end of the arrow sticking out of his heart. He lands directly upon the Master's boat, crushing it and killing everyone on board.
The sound of Smaug hitting the ground echoes throughout the land, all the way to the dwarves on Raven Hill. Bilbo and the Dwarves jump up in surprise when they heard the sound.
"What was that?" Óri asked. "What happened?"
"It fell. I saw it." Bilbo said.
Bilbo and the Dwarves all peer out at Esgaroth as the early morning light appears.
"It's dead." Bilbo cried happily. "Smaug is dead!"
Thórin, who had still been staring at the kingdom of Erebor and not at Esgaroth, had a strange expression of happiness cross his face.
"By my beard! I think he's right!" Glóin growled happily until he looked up at the sky. "Look there! The ravens of Erebor are returning to the mountain!"
Hundreds of Ravens were cawing and flying towards Erebor.
"Aye - Word will spread." Bálin nodded, feeling pleased by this. "Before long... every soul in Middle-earth will know - The dragon is dead!"
As the dwarves laugh in glee, Thórin hurries down from the lookout point and approaches the gates of Erebor.