Throughout the battle between Dale and Erebor, Bard and his children run up an empty street that was considered the safest parts of the entire city.
"Listen - I need you to gather the civilians." Bard instructed his children. "Take them to the Great Hall and barricade the door." He then gently takes Bain's sword from him. "You understand - you must not come out for any reason!"
"We wanna stay with you." Tilda pleaded.
Alfrid, who had been hiding in a doorway nearby, steps out suddenly. "Show your father some respect!" He said sharply to her and the children. "You leave it to me, sire. You heard him, you need to make yourselves to the Great Hall at once!" He grabs Tilda and Sigrid and begins rushing them away.
"Alfrid, keep the civilians out of harm." Bard instructed as he thrusts the sword into Alfrid's hands. "Including my children."
"I'll get them to safety, sire." Alfrid nervously complied when he saw orcs nearby. "And my sword is yours to command." He begins rounding up the people he sees. "Get up!"
Bard holds Bain's face earnestly and whispers. "Look after them." He turns and jumps down to meet the enemy head-on and leads his troops to prevent the enemy from moving across.
Alfrid was busy helping two people. "Shift it, granny!" He said sharply to the elderly woman.
As Bain catches up to Alfrid, Alfrid rudely tosses him the sword, and Bain looks at him in disgust. Many of the civilians were making their way towards the Great Hall to seek cover and shelter.
"Make for the Great Hall!" Bain called out to the civilians.
"Out of my way!" Alfrid cried as he runs and pushes his way through the people, knocking many of them over in his haste to reach the doors. "Abandon the cripples!"
As more and more orcs, goblins, ogres, and trolls enter the city, Faith rides her elk into the city by crossing one of the bridges. As she crosses, her elk trampled dozens of orcs that were trying to stop her. The elk lowers its horns and spears five orcs at the same time, lifting them up so that Faith could use her slayer strength behead all of them with one swing of her sword. Thundering into the city, her elk was suddenly killed by multiple goblin arrows to the chest. As it falls, Faith leaps clear and rolls. She comes up from her roll to find herself surrounded by orcs and goblins. She pulls out her sword and begins fighting them.
"Is that all you got?" Faith growled as she beheaded an goblin.
While not looking, a Guldur Orc raises its sword to strike her, only for an axe to flow into the orc's back. Faith turns around and sees that Buffy saved her life. Buffy and her forces arrive and openly engage the enemy. Throughout the fight, Larry had been fighting off several Guldur Orcs that were pooring inside the gate. He tried his best to hold them off, but was overwhelmed and slain.
"LARRY!" Xander yelled in horror when he saw his friend got slain.
As more orcs were coming in, dozens of troops in Buffy's army were bravily fighting, but were getting slain due to the sheer number. Debbie Foley, Don, Siriporn Keidler, Parker Abrams, Guy Matthews, and Nancy Silverman were among those died in the fight while the rest of Buffy's forces continue defend the city. Joyce rides outside on her elk and crosses the bridge where Faith was. Crossing the bridge, Joyce and her elk trample many orcs and goblins. Buffy looked on in horror when she saw what her mother was doing.
In the plains in front of Erebor, Demons, Dwarves, Elves, and Vampires were all being driven back by a massive number of Guldur Orcs, Goblin Mercenaries, Ogres, Trolls, and Wargs. Despite their efforts in winning, a number of vampires were beaten and turned to dust. Charlotte, Sunday, Kevin Benedict, Andrew Hoelich, Jape, Jerry, Eddie, Cyrus, and Jesse McNally were tragically killed when Orcs overwhelmed and decapitated them. Clem had been busy riding through the plains, searching for Sophie who was nowhere to be found. Dáin's war pig was suddenly killed when two Guldur Orcs skewered it down, causing the dwarf lord to fall backwards.
"YA BUGGERS!" Dáin yelled begins killing orcs left and right with his hammer and by headbutting them. "Thórin!" He called out for his cousin. "Where's Thórin? We need him! Where is he?"
Thranduil turns around to stare at the mountain and spoke to himself. "If he's not coming out, then so be it."