Before Buffy sounded her forces to attack, a rumbling was heard in the distance and both Buffy and Thranduil's armies look up to see the ridge being covered by more than 20,000 heavily armored dwarves, led by a huge dwarf riding a battle-pig.

"Ah, Xander." Jesse said, poking his friend Xander. "Incoming."

"Incoming what Jess?" Xander asked as he looked and saw what was coming.

"You gotta be bloody kidding me?" Spike asked in a whisper.

"It's another army." Riley said, looking onwards.

"An army of dwarves." Buffy replied in awe.

"And very heavily armed." Angel added.

"Ironfoot." Gandalf whispered, recognizing the dwarf riding the pig.

"Everyone, get ready to open fire at my mark!" Miller shouted.

"No, hold your fire!" Buffy shouted.

In front of the dwarven army, more than 100 dwarven chariots (with 5 dwarves on each one) were seen been pulled by large mountain goats.

"Tanar!" (Halt!) One of the dwarven commanders shouted in dwarvish, ordering the entire army to halt while their leader, who was riding on his pig.

The Dwarves of Erebor began to cheer upon the arrival of Dáin Ironfoot, the Lord of the Iron Hills. Bálin wasn't thrilled on what is about to come and approached to Thórin.

"Thórin, please." Bálin pleaded his friend. "This is madness."

"This is not madness, Bálin." Thórin replied back to him. "This is honor on what we sons of Durin are meant to do. War."

"Uncle, this is not honor." Fíli argued, agreeing to Bálin's point. "Please, you need to tell Dáin to stand down vefore its too late!"

"Ribo i thangail!" (Rush the shield-fence!) Thranduil yelled to his elves in elvish as he rides through his army.

"Everyone, follow me!" Buffy yelled to her army.

"You heard her, let's go!" Riley shouted.

"Buffy, wait!" Angel called.

"Let's ride!" Clem shouted, riding on a mounted bull where Sophie sat behind him.

"Are you sure your bull is tamed?" Sophie asked nervously.

"Oh Sophie, you don't have to worry about a thing." Clem assured her. "She is absolutely harmless."

"Give me one of those please!" Faith shouted as Lance Brooks and Michael Czajak pass her an elven elk for her to ride.

At the sound of their call, both armies turn away from the gates of Erebor and begin marching quickly toward the oncoming army of dwarves.


In Dale, Bard was walking through the streets while many of his troops were marching about and getting ready for battle. That was when his friend Percy ran over to him.

"Bard!" Percy yelled. "Bard!"

"What is it Percy?" Bard asked.

"Bard." Percy huffed. "There's another army coming from the south."

"Orcs?" Bard asked in a guess.

"No, Dwarves." Percy corrected. "From the Iron Hills."

"Get everyone to prepare for battle." Bard ordered.


Dáin rode down on his pig and yelled. "Ay! Thórin! Ironfoot has come!"

Thórin and his army of dwarves in the mountain continue to cheer of Dáin's arrival. Gandalf strides along with them while Bilbo rushes to keep up with him.

"Who is that?" Bilbo asked the striding wizard. "He doesn't look very happy."

"It is Dáin, lord of the Iron Hills - Thórin's cousin." Gandalf replied to him quietly.

"Are they alike?" Bilbo asked again.

"I always found Thórin the more reasonable of the two." Gandalf answered gruffly.

The two armies halt a short distance from one another, and Dáin rides his pig onto a rocky overlook to meet them.

"Good morning! How are we all?" Dáin asked, addressing them as he stopped. "I have a wee proposition, if you wouldn't mind giving me a few moments of your time. Would you consider... just sodding off!"

Buffy's troops clutch their weapons and take a step forward while the elves do the same thing.

"All of you - right now!" Dáin shouted at them.

"Stand fast, everyone!" Larry shouted.

"Hold the line!" Joy yelled out.

Gandalf strides forward and managed to get his attention. "Oh come now, Lord Dáin!" He called to him.

"Gandalf the Grey." Dáin growled. "Tell this rabble to leave or I'll water the ground with their blood!"

"There is no need for war between dwarves, men and elves!" Gandalf exclaimed. "A legion of orcs march on the mountain. Stand your army down!"

"I will not stand down before any elf!" Dáin refused angrily and pointed his hammer directly at the elven king, who was riding beside Buffy. "Not least this faithless woodland sprite! He wishes nothing but ill upon my people! If he chooses to stand between me and my kin - I'll split his pretty head open! See if he's still smirking then!" He immediately rides away as Thranduil smiles furiously.

"Dáin! Wait!" Gandalf shouted, trying to stop him from leaving, but it was no use.

"He's clearly mad, just like Thórin." Willow said.

"We have to stop this." Giles said.

The Dwarves of Erebor continue to cheer happily and awaited for what was about to come.

"Let them advance." Thranduil insisted. "See how far they get."

"Ya think I give a dead dog for your threats, you pointy-eared princess!" Dáin shouted back insultingly to the elven king as he rode his war pig back up to join his army.

"Oh that was not nice." Angel murmured.

"Ya hear that lads!" Dáin shouted towards his army. "We're on! Let's give these bastards a good hammering."

"Yanâd Durin Nul!" (Come on Sons of Durin!) One of the dwarven lieutanants yelled.

The Dwarves of the Iron Hills respond and shout out their deep war cry.

"Alright everyone, let's deal with this!" Buffy called to her troops.

"Right then." Dáin nodded to one of his lieutenants that were on the chariots. "Let's get this done." He turns to face the rest of his army and shouts. "Send in the goats!"

The Dwarven soldiers that were on foot make way for a fully armed cavalry of Dwarves that were mounted on armored mountain goats. At the Dwarven Lord's command, the mounted dwarves begin to charge down straight towards Buffy's army.

"Buffy, do something!" Willow cried.

"Buffy!" Spike yelled.

"Ihgirî ni-hun!" (Get right into those buggers!) Dáin yelled in Khudzdul.

Buffy hesitated for a moment until she shouted. "Prepare to fire!"

"Archers!" Xander shouted. "Crossbows!"

Many archers and crossbows form a huge line and prepare to open fire on the oncoming dwarves. Thranduil called for his troops to do the same thing and many elven archers from each side of Buffy's army prepare to fire.

"Thranduil! Buffy! This is madness!" Gandalf called to them.

"HADO!" (RELEASE!) Thranduil yelled out in elvish.

"FIRE!" Faith shouted.

As the dwarven riders continue to fly down, both armies release a fully volley of arrows that would land directly on the cavalry.

Dáin looks up and sees what is coming. He raises his hammer up and yells in Khudzdul. "Baruk Khazad!" (Send out the lances!)

Before the arrows were about to make their landing point, more than 90 half-a-dozen heavy crossbows released spinning lances to destroy the arrows and allow the cavalry to keep moving unharmed. The lances land few inches of the two armies. Faith tripped backwards and landed on her back.

"Ow!" Faith groaned.

"Huh." Buffy scoffed in surprise.

"Didn't see that one coming." Spike said in shock.

"Hey! How do you like that you old twirly-whirlies?" Dáin laughed. "Ha ha, you buggers!"

"Okay, I guess arrows won't work." Lance said nervously. "Is there a plan b?"

"Gunners!" Miller shouted. "Step forward!"

At a split second, hundreds of armed gunmen emerge out of Buffy's army and prepare to open fire at Riley's mark.

"Prepare to fire!" Samantha shouted, holding her a heckler & Koch MP5 to fire.

As both armies prepare to fight and await the enemy, a loud rumbling was suddenly heard at the base of a spur of the mountain. The armies grow silent as they turn to look.

"What is it?" Tara asked, sounding a bit nervous.

"Sounds like rumbling." Tor said.

"An earthquake!" Kevin shouted. "It's an earthquake!"

"No, its not an earth-quake." Angel shook his head.

"Were-worms." Gandalf whispered to himself.

At the spur of the mountain where the rumbling is coming from, massive worms, hundreds of feet long and dozens of feet thick, break through the rocks. Their mouths are essentially giant drilling machines, strong enough to crush the toughest rocks in their jaws. Everyone in the three armies look on in shock.

"What on earth are those things?" Giles asked, whispering to himself.

Dáin overlooked on what was happening and was quite shocked as well. "Oh, come on!"

The worms suddenly retreat into the tunnels they'd made through the mountains approaching Erebor. As the mist clears, Azog and dozens of Guldur Orcs were seen on top of Raven Hill. Behind them are several massive contraptions made of wood, rope, and cloth, meant as a signaling device. When one of the wooden structures opens up in a particular position and horn blows at the same time, legions of Guldur Orcs and Goblin Mercenaries begin pouring out of the were-worm tunnels.

"Ansâru, bekâr!" (Prepare to engage!) Dáin yelled in khuzdul and then in the common tongue. "The Hordes of hell are upon us! Fight to the death!"

At his command, Dáin leads a brigade of 1000 Dwarven warriors to rush toward the oncoming Orcs first while the rest of his forces stay where they are and get themselves ready to engage the enemy.


Meanwhile, on top of the gates of Erebor, the Dwarves of Erebor murmured on what to do.

"I'm going over the wall!" Fíli shouted. "Who's coming with me?"

"Aye!" Óin cried.

"Yes!" Kíli shouted in agreement.

The other dwarves cheer and agree to follow Fíli and prepare to climb down the rope that Bilbo made.

"Come on! Let's go!" Dwálin growled in excite.

"Stand down!" Thórin responded angrily.

"Stand down?" Kíli asked in confusion.

"What?" Dóri asked, sounding a bit concerned on what Thórin had just said to him and the entire army of Dwarves that were fully prepared to fight.

"Are we to do nothing?" Fíli asked.

"I said STAND DOWN!" Thórin snapped as he walked away.

"Oh no." Bálin whispered in shock and looked onwards in horror.


Back on the fields below, Dáin and his brigade rush toward the oncoming Orcs while the Elves stay right where they are.

"The Dwarves are outnumbered!" Gage shouted.

"Gage is right, they're not going to stand a chance!" Jesse cried.

"Come everyone, we gotta help!" Buffy yelled. "Let's go!" She turns to face Thranduil, who looks back at the dwarves.

"The elves... will they not fight?" Tara asked.

"Thranduil, are you going to help?" Wesley asked the elven king.

"Forget it, let's go!" Faith shouted.

Just as Buffy's army prepare to make their move and engage the oncoming enemy, the Dwarves built a shield wall with their massive spears pointed outward.

"Rakân, bekâr!" (Warriors, bare arms!) One of the dwarven lieutenants shouted in Khudzdul. "Al-Ruse!" (Spears ready)

The Dwarves shouted in distinctly while the Guldur Orcs were running towards the shield wall. Suddenly, right as the Orcs reach the dwarves, a large division of 1500 Silvan Elves leap up over the shield wall from behind, wielding their swords, and begin raining down blows on the Orcs. As the Elves press forward, the dwarvish shield wall was raised and the dwarves rush forward, cutting down Orcs with their spears. During the fight, Dáin was having a lot of fun smacking dozens of orcs with his hammer while his boar rides through every orc battalion.

"Idmi d' dum!" (Come meet my hammer!) Dáin roared in Khudzdul as he continued to smack a lot of Guldur Orcs

As the remaining elves march toward the battle, Buffy and her army remain at ease while Gandalf and Bilbo were tanding in one place.

"Eh, Gandalf - Is this a good place to stand?" Bilbo asked.

At the top of the hill, the wooden signaling devices change their position to show a new signal. Buffy sees the signal on top while Giles turns around and looks toward the tunnels to see new legions of Orcs, including massive trolls and other monsters, coming out. Thranduil rides forward and shouts to his troops in elvish to open fire. By his command, the elves released a full volley of arrows that land directly on the Orcs, Trolls, Ogres, and Goblin Mercenaries.

While Azog's forces suffered medium casualities, Dáin signals the Dwarven chariots to take action at once. All the Dwarves on each dwarven chariot ride on and crash into the enemy, killing a number of Orcs and Goblin Mercenaries that were moving forward towards the mountain. The Dwarves cheered, but their victory was cut short when the horn was blown, and dozens or perhaps hundreds of 10 foot tall Ogres begin to charge towards the Dwarven chariots.

Most of the chariots were stopped and shoved aside by the Ogres while the rest continued to move forward across the battlefield. The Dwarves that were on the chariots tried to flee or engage, but the Ogres proved to be invincble and began to slaughter them with their spiky clubs.

The Dwarven cavalry began to engage and charge towards the enemy, but that was when a battalion of 3000 Wargs and Warg-riders emerged from the tunnels and charged towards the Dwarven cavalry. The rest of Dáin's forces yell out their war cry and charged to meet the enemy head-on. Seeing that the dwarves were in need of assiatance, Buffy was ready to lead her army to engage while Thranduil led his army to attack and help the dwarves fight off the enemy.


In the city of Dale, many Northrons were running through the streets and getting themselves ready for battle. Bard runs through the streets of the city and rallies a large number of men and women to follow him.

"Men of the North, prepare to engage!" Bard yelled.

Alfrid was accompanying a large battalion of Northron troops that cheered their war cry.


The horn on top of Raven Hill was blown again, and a large army of 70,000 Orcs who came from Moria, had been marching east towards Dale. Hearing the sound of the horn, the Moria Orcs march toward Dale, which was between the current battle and the tunnels.

Buffy began to notice and realize that they were heading to Dale. "Azog... he's trying to cut us off." She whispered to herself.

"They're heading to the city!" Nancy shouted, pointing at the direction of where Azog's forces were marching.

Coming out of the tunnels, dozens of massive mountain trolls were carrying catapults on their backs and march alongside the rest of Azog's troops to attack Dale.

"Everyone, fall back to Dale!" Buffy yelled to her army. "Now!"

"Come on everyone, let's move!" Riley shouted. "Move, move!"

"To the city!" Xander cried.

"Bilbo, this way!" Gwen shouted, grabbing Bilbo's arm and taking him along.

Intercepting the two armies of Azog, Buffy leads her army to rush toward the city of Dale. Elsewhere in the battle, while several Dwarves and Elves were getting slaughtered by a large number of Orcs, Angel, Thomas, Jesse McNally, Colin, Ned, Mutt, Jeff, Stephan Korshak, Spike, Sheila Martini, Julia, Lyle Gorch, Tector Gorch, Candy Gorch, Theresa Klusmeyer, Dalton, Andrew Hoelich, Blair, Sunday, Tom, Dav, Eddie, Jerry, Harmony Kendall, Jamie, Jape, Cyrus, Brad Konig, Mort, Sandy, Tara Siener, Brandon, Lucius, Torg, and the rest of the ensouled vampires and good demons openly fight against the Guldur Orcs, Goblin Mercenaries, and Ogres. Faith was riding her elven elk and rode across the battlefield slaying a dozens of Orcs. Clem and Sophie were fighting together as their pet bull was gashing her horns.

While Buffy's army had managed to reach the city in time, there wouldn't be enough time for them to set up their defensive positions. The monstrous trolls approached the city and stopped at a rise that overlooked Dale. They bend over and plant all four legs on the ground, thus making their backs horizontal. On their backs are catapults loaded with large rocks. The Goblins on the backs wind up the gears of the catapults.

At a signal from their Ogre leader, who strikes the ground with his mace, the catapults are released, and the rocks fly toward Dale. The rocks smash into the walls and towers, destroying everything they hit. Bard and his forces quickly set up their positions until a troll with a giant triangle-shaped rock strapped to his head runs up to the wall and smashes into it headfirst, knocking it down and knocking himself out in the some motion. Many Moria Orcs behind the troll rush into the city through the hole, entering the houses and killing whatever people they find.


Inside the city, hundreds of screaming townspeople flee from the oncoming orcs in terror while some were getting slaughtered. Many of the children flee away in terror while Northron fighters managed to get them into safety and prepare for battle against the oncoming enemy.

During the siege, Sigrid and Tilda hide in a building when they saw a troll that was climbing over the wall. Hundreds of Stoor Hobbit archers released a full volley of arrows that landed landed on the troll, killing it before it could enter the city and cause destruction.


Somewhere in the city, Buffy and her army move inside the city and see incoming Guldur Orcs that have already entered the city.

"Okay, everyone, this is it!" Buffy shouted.

"Follow the slayer!" Xander shouted.

"For Sunnydale!" Joy yelled her war cry.

"Come on, let's get them!" Sean cried.

"Get them!" Doug roared.

At the sound of their way, Buffy and her army charge to meet the enemy head-on. Joyce and Willow were riding on their elven elks across the city and were busy slaying a number of Moria Orcs. After Cordelia slew a Moria Orc that was rushing towards Selena Diaz, her friend Siriporn Keidler ran up to her.

"Cordelia, orcs are streaming forward into Dale." Siriporn informed while fighting. "What do we do?"

"You want to stop and ask?" Cordelia asked loudly. "Or maybe we could can just try and hold then off as long as we can!" She looks around. "Where's Harmony?"

"Last I saw her, she was running through the battlefields near Erebor." Eva Eastman said, who was fellow Cordette.

"Eva, find Gwen and the other Cordettes." Cordelia instructed. "Round them up. Hurry!"


Meanwhile, Bain, who had been holding a sword that he took, was trying to look for his sister that were nowhere to be seen. He ran pass a lot of people that were fleeing.

"Sigrid!" Bain called. "Tilda!"


Bard runs with his troops across the city. They run against the flow of the fleeing people, looking for his children.

"My children!" Bard cried out in a panick. "Where are my children?"

"I saw them." A wood-folk female warrior said as she was leading a battalion of Wood-folk at her side. "They were down in the old market."

"The market? Where are they now?" Bard asked himself and began to call out for his daughters. "Tilda! Sigrid!"

Percy runs up at the head of his company of well-equipped soldiers from Esgaroth and calls for his friend. "Bard, Orcs are storming over the causeway!"

"Get the bowmen to the eastern parapet." Bard instructed him. "Hold them off for as long as you can!"

Just then, Adrian and a battlion of soldiers of men and women came to meet him.

"Your majesty, the Orcs have taken Stone Street." Adrian reported. "The market's overrun."

"Everyone, follow me!" Bard yelled to every company.

Immediately, Bard leads his forces to meet the the oncoming orcs. Both sides crash into a each other and fight. Elsewhere in Dale, Gandalf and Bilbo were also fighting off the orcs with a large number of Stoor Hobbits. That was when a battalion of Northrons came running in to join them in the fight as Alfrid was running with them.

"Charge! Onward! To the death!" Alfrid shouted.

While still shouting, he stops running, panting for breath. Seeing that no one was watching him, he runs towards a building and hides as more troops were coming by.


During the fight in all, Sigrid and Tilda were running for their lives as two Moria Orcs were chasing the two helpless siblings. As they run screaming around a corner, Bain jumps out and kills the first orc. The second orc knocks him to the ground and swings at him, only to get his sword caught on something overhead. Bain uses this chance to thrust his sword into the orc, killing it. He and his sisters round a corner and see their father fighting further up the lane, uphill from them.

"DA!" Sigrid called.

"DA!" Tilda called. "We're down here!"

"Here!" Bain called as well.

Bard hears them and turns to see them, looking relieved. However, his expressions changes to shock when he sees an ogre enter the lane behind the children, throwing a man many feet away with a single blow of its mace. The ogre sees the children and growls, and the girls scream in terror.

They are too far away for Bard to reach them in time, and he looks around frantically. As the troll approaches the children, Bard tilts upright a cart that had been laying sideways in the courtyard. He scrambles into it and launches it down the avenue toward the children. The ogre raises its mace to smash the children, but pauses in surprise when it sees Bard hurtling toward it in the cart.

"BAIN, SIGRID - GET DOWN!" Bard yelled.

The siblings throw themselves to the floor as the cart bounces over them. It then smashes into the ogre and sends it flying backwards. Bard was also thrown forward, and he manages to thrust his sword into the ogre's heart in a flying strike.


In the plains near Erebor, Thranduil was fighting and slaying a number of Orcs and Goblins all around him. Several Orcs climb on his elk, but the elven king managed to use every might of his strength to slay them.

"Baruk Khazâd!" Dain yelled in khuzdul as he rode on his war hog and smashed numerous orcs with his hammer. "Khazâd ai-menu!" He swings his hammer between two Guldur Orcs, and then continues to bash several more that were surrounding him. "Ihgir ni-hu!"

Sophie suddenly falls off Clem's bull and rolls over the ground.

"Sophie!" Clem cried, turning around as he fights.

"Clem, help me!" Sophie screamed as she ducks to avoid a Guldur Orc that nearly struck her.

"Hang on!" Spike shouted as he slew the orc down before it could harm Sophie.

Angel was fighting off the Orcs and Goblins and grabbed hold of an axe. He turns around and throws the axe at an ogre that was about to kill an unarmed dwarf. The Ogre falls backwards and dies.

"Well alright!" Tector laughed as he looks around and spits both his hands.

Mort lands a head-butt on a Guldur Orc and grabs an axe.

"Mort! Axe!" Sheila shouted.

Mort throws the axe a Guldur Orc. Sheila takes the axe out of the orc's head and then throws it at another orc. Harmony spots an Amputated Troll that was smashing its way, killing several dwarves and elves in the process.