Early in the morning, on the banks of the lake, thousands of refugees were gathering the wreckage from Esgaroth. Despite Smaug's death, the people had been screaming and crying, and dozens of dead bodies were washed up on the shore.

Alfrid comes crawling up out of the water and screamed. "Will somebody help me? HELP!" He clambers over a dead body, only to realize that the person is still alive. Alfrid rolls over her into the water, screaming. "HELP!"

Meanwhile, Angel, Cordelia, Riley, Xander, Anya, Harmony, Faith, Spike, Buffy, Heidi, Larry, Kyle, Roy, Tor, Scott, Rhonda, Owen, and Percy arrived in time and helped some of the survivors that were badly wounded from the terrible destruction, and salvaging whatever supplies they can.

Willow, Tara, Oz, Devon, Jonathan, Lance, and Gwen stayed with Sigrid and Tilda walk about, looking for Bard and Bain.

"DA!" Sigrid screamed.

"DA!" Tilda screamed.

"DA!" Sigrid cried.

Alfrid screamed and cried up into the sky. "WHY ME?"

Screaming and crying was heard all about, as people pull the bodies of their loved ones out of the water and onto the shore. The dwarves, Óin, Bofur, and Fíli, grab a boat and begin to push it out into the water.

Before leaving, Kíli approaches Tauriel and replies. "Tauriel."

"Kíli, come on!" Fíli called to his brother. "We're leaving."

"They are your people - You must go." Tauriel insisted.

Tauriel looks at Kili both sadly and guardedly, then walks past him.

Kíli looks distraught for a second, then whirls around to face her again. "Come with me." He insisted. "I know how I feel; I'm not afraid. You make me feel alive."

Tauriel turns her head away and declined. "I can't."

Kíli reaches out and grabs her arm, and says something in Dwarvish. "Tauriel, amralime." (Tauriel, my love.)

Hearing this, Tauriel looks at Kíli, shocked and surprised. "I don't know what that means."

"I think you do." Kíli smiled.

Tauriel smiles and begins to lean toward Kíli, but then suddenly straightens up and makes her face blank. "Hîr nín, Legolas." (My Lord Legolas.) She addressed Legolas in elvish, whom she sensed approaching behind her.

Kíli looks with hostility over Tauriel's shoulder at Legolas.

"Maewado i Naug." (Take your leave of the Dwarf.) Legolas order her in elvish. "Boe i nadh egeno." (You are needed elsewhere.)

Tauriel looks at Kíli for a few more seconds. Torn by her duty, she begins to turn away. Kili sadly turns toward his kin as they were launching the boat. He suddenly pauses, then turns around and hurries back to Tauriel. He takes her hand and places his black stone into it, folding her fingers closed over it. She gasps and looks at him as he gets close to her face and holds her hands to his heart.]

"Keep it." Kíli said. "As a promise."

They smile at each other, then Kíli runs toward the boat. Legolas looks on, confused. Tauriel looks down at the stone in her hand, then looks after Kíli and the dwarves were in the boat.

Gwen then runs into the water and catches up to the boat.

"Fíli!" Gwen called to him. "Fíli, wait!"

"Gwen!" Fíli replied back to her.

Rather than saying something, she kisses him.

"I'm sorry, it's just... I don't know what to say." Gwen apologized.

"There's no need to apologize." Fíli replied.

"I'll see you at the mountain." Gwen smiled. "I just need to stay and help my friends."

"May Durin look after you." Fíli nodded.

Meanwhile on the shore, Hilda, who was one of those that helped the dwarves hide from sight and spoke about the prophecy, was hurrying about and handing out blankets to the survivors.

"These are dry." Hilda said to one of the survivors. "You need them."

"Thank you." The survivor said.

Alfrid pushes between people as he approaches Hilda. "Oi! Give me one of them!" He said in a fierce tone. "I'll catch my death in this cold!"

"Oh, find your own!" Hilda refused. "You're not in charge now, Alfrid Blackspell!"

"That is where you are wrong - In absence of the Master, the power cedes to his deputy, which in this instance is my good self." Alfrid proclaimed himself and leans forward to grab the blanket from Hilda. "Now give me that blanket!"

Hilda pulls back on the other end and yells at him. "Master's deputy? Don't make me laugh." She manages to pull the blanket away and begins hitting Alfrid with it. "You're a sneak-thief, more like. I'll be dead, before I answer to the likes of you!"

As she turns away, Alfrid grabs her fiercely.

"Maybe that can be arranged!" Alfrid growled and raises his hand to strike her.

Before Alfrid had his chance to do so, Spike grabbed his arm.

"That's not very nice to strike a lady." Spike said and spinned him around to face Buffy, who gave landed a heat-butt on him.

"Why you little..." Alfrid growled angrily at them, and takes out his knife to attack, but that was when someone else grab his upraised arm. Alfrid turns his head around a bit and saw that it was Bard.

Bard leans close to Alfrid and whispered. "I wouldn't go turning on your own, Alfrid. Not now!" Then, he spins Alfrid around, and sadistic man trips and falls over Bain's outstretched foot.

Sigrid and Tilda come running out of the crowd when they were happy that their father and brother were alright.

"DA!" Sigrid screamed happily as she ran to Bard.

"Come here!" Bard laughed happily as he picks up his daughters and gives them a huge hug while Buffy, Spike, and the rest of the Scoobies who had reunited smiled dearly. He clutches them to himself as the townspeople look on. "It's alright."

Percy, who had recently checked the papers of the boats that entered Esgaroth, steps out of the crowd and exclaims loudly for everyone to hear. "It was Bard! He killed the dragon! I saw it with my own eyes. He brought the beast down. He shot him dead, with a black arrow."

The Scoobies were thrilled to hear this, and they all gathered with everyone, and begin cheering for Bard and laying their hands on him, exclaiming their thanks.

"You saved us all!" Lance thanked him. "Thank you."

Alfrid suddenly appears and raises Bard's arm, then cheers loudly for him. "ALL HAIL - TO THE DRAGONSLAYER! ALL HAIL - KING BARD!"

The people grow silent, and Bard yanks his hand away from Alfrid's.

Alfrid, still with his hand up in the air, speaks to the crowd. "I have said it many times - This is a man of noble stock. A born leader!"

"Do not call me that!" Bard said unhappily. "I'm not the master of this town." He looks around to see if Calamar was here, but he and everyone else didn't know he was dead. "WHERE IS HE? WHERE'S THE MASTER?"

"Halfway down the Anduin, with all our coin, I don't doubt." Hilda replied and point at a frightened Alfrid. "You would know! You helped him empty the treasury."

"No - I tried to stop him." Alfrid lied, raising his voice and addresses all the people, scared and pleadingly.

"LIAR!" Adrian yelled at the cowardly man.

The people yell at him angrily, calling him a traitor and a mongrel. Alfrid hides behind Bard, keeping Bard between himself and Hilda.

"I begged. I pleaded." Alfrid whimpered as he continued to lie and try to get away with it. He turns to the Scoobies. "He wouldn't listen to me."

"Ah-huh, and what else did you tell him?" Angel asked, not buying Alfrid's truthful words.

"I said, 'Master - NO'!" Alfrid answered loudly for the people to hear him, but everyone continued to yell and abuse him for everything he and Calamar had done. Now, Alfrid started to look extremely terrified. "Think of the children." He then grabs Tilda and holds her in front of him, and yells. "Will nobody think of the children?"

Tilda angrily stomps on Alfrid's foot, forcing him to let go of her. The people yell for Alfrid's head.

"To the tree with you!" One of the townspeople yelled.

Several men and women grab hold of Alfrid and raise him up, preparing to hang him on a tree with a rope.

"AAAAH!" Alfrid screamed in fear. "AAAAH!"

"STOP!" Buffy yelled, seeing that it was wrong. "LET HIM GO!"

Bard steps in and stops the people from planning Alfrid's execution. "ENOUGH!" He shouted and commanded them to release Alfrid. "Let him go! Let him go!"

The people quiet down and obey by letting Alfrid fall to the ground.

Bard turns about, addressing them all. "Look around you! Have you not had your fill of death?"

Alfrid pops up and responds. "Aye."

Bard pushes him back down and continues to speak to everyone. "Winter is upon us; we must look to our own, to the sick and the helpless. Those who can stand, tend to the wounded. And those who have strength left - follow me. We must salvage what we can." He turns and begins to stride through the crowd.

"What then?" Willow asked. "What do we do then?"

"We find shelter." Angel answered loudly for everyone to hear. "That's number one list we have to do."

The Scoobies and townspeople begin to follow him as he walks away.