Alfrid, who was still wearing a woman's outfit, was clutching the gold he found to his chest and weaves through the city as he dodged a lot of Guldur Orcs and Goblin Mercenaries. As he backs toward a wall, an ogre climbs over it and roars at him.

"WAIT!" Alfrid screamed.

Suddenly, from behind him, Bard shoots and arrow and kills the ogre before it could harm Alfrid. As the ogre collapses to the ground dead, Alfrid falls over, and money falls out of his dress, and he tries to gather it up.

"Get up!" Bard ordered him.

"Get away from me." Alfrid sneered at him as he stuffed the money back in. "I don't take orders from you! People trusted you. They listened to you. The master's mantle was there for the taking. And you threw it all away... for what?"

Bard turns and looks back. Alfrid follows his gaze to see Bard's children in a doorway, staring at him as his dress is full of coins. He turns and stomps away.

"Alfrid... your slip is showing." Bard replied.

Alfrid adjusts his dress, and rushes away.

During the battle, Gandalf watches human spearmen and archers kill a massive troll. The troll was overwhelmed and killed, and landed backwards on a group of goblin mercenaries.

"We may yet survive this." Gandalf stated.

"GANDALF!" Bilbo called.

"UGH!" Gandalf bellowed as he killed a Guldur Orc that tried to strike at him from behind. He then hurries over to where Bilbo is standing at the wall and watching Thórin leading his cavalry up a spur of the mountain to where Azog is.

"It's Thórin!" Bilbo exclaimed.

"And Spike, Fíli, Kíli... and Dwálin." Gandalf added when he notice them too. "He's taking his best warriors."

"To do what?" Bilbo asked.

"To cut the head off the snake." Gandalf answered back.

Just then, Legolas and Tauriel arrive back in Dale together on a horse. They charge through the streets, killing orcs on their way until they come to where Gandalf and Bilbo were standing.

"Gandalf!" Legolas called out to him.

"Legolas... Legolas Greenleaf." Gandalf breathed.

"There is a second army." Legolas warned. "Bolg leads a force of Gundabad orcs. They are almost upon us."

"Gundabad." Gandalf whispered and began to realize. "This was their plan all along. Azog engages our forces, then Bolg seeps in from the north."

"Wha... the north... where is the north, exactly?" Bilbo asked sharply in a panic.

"Raven Hill." Gandalf answered and strides over to the parapets to look at the hill where Thórin and his entire force went.

"Raven Hill!" Bilbo exclaimed. "Thórin is up there! And Fíli and Kíli. They're all up there!"

At the sound of Kíli's name, Tauriel felt alarmed and worried of what was going to happen. Rather than waiting, she immediately strides forward to Raven Hill.