Back at Raven Hill, Fíli and Kíli creep quietly through the ruins below Azog's signalling station.
"Stay here." Fíli whispered to his brother. "Search the lower levels. I've got this."
Having defeated the goblins, Thórin and the Dwarves look anxiously out over the frozen river.
"Where is that orc filth?" Dwálin asked anxious growling tone.
"Thórin!" Buffy called as she and her fellow troops arrive in a quick hast. "Thórin!"
"Buffy!" Thórin said, looking surprised. "What's wrong?"
"Listen Thórin, you and your division have to leave right now!" Buffy exclaimed.
"What the bloody hell are you talking about?" Spike asked, looking very concerned.
"Because Azog has another army attacking from the north." Riley explained. "This whole place is going to be completely surrounded."
"Okay, that doesn't sound good." Sophie said, looking a bit surprised.
"50,000 Gundabad Orcs are already marching towards this outpost." Samantha counted. "I don't know how long, but they will be coming."
"And what's worse, there'll be no way out." Xander added. "So we should get back to Dale and set up a perimeter before its too late."
"We are so close!" Dwálin growled. "That orc scum is in there. I say we push on."
"No!" Buffy snapped. "That's what he wants! He wants to draw you all in!"
"And what's worse, he wants to draw us all in." Hogan added.
"Look, we already told him, so let's get out of here before it happens." Anya said hastily.
Suddenly, Thórin appears to have understood something and felt deeply alarmed.
"Thórin!" Dwálin hissed.
"They're right." Thórin said, sounding very alarmed. "This is a trap."
In the ruins, Fíli hears a sound in front of him and turns around, only to see lights coming up the hallway from behind him too. The young dwarf was trapped.
"Find Fíli and Kíli!" Thórin Call them back!"
"Thórin, are you sure about this?" Dwálin asked.
"Do it." Thórin insisted. "We live to fight another day."
As they turn to leave, they hear a drum sound from Ravenhill. Looking back at the tower, they see a light appear. Atop the tower, Azog appears, dragging a bloodied Fili behind him.
"Oh no." Buffy whispered in horror.
"Fíli!" Gwen screamed as she tried to run and help, but it was no use.
"Bôrgh-azîl!" (This one dies first!) Azog bellowed in Black Speech as he lifted Fíli up. "Dakâr mo gaûrash." (Then the brother.) Then, he turns his eyes directly at Thórin. "E'gûl Yhû nî, Ekenskeld. Shogôl shâgarid." (Then you, Oakenshield. You will die last.)
"Go!" Fíli cried to them. "RUN!"
Gwen, Thórin, Dwálin, Buffy, Percy, Xander, Anya, Faith, Riley, Samantha, Mitch, Lance, Scott, Joy, Amber, Sophie, Spike, Hogan, the Dwarves, and the Sunnydale Razorbacks look on in shock as Azog lifts Fíli by the neck, and then stabs him through the chest with his arm-blade.
"NO!" Gwen screamed.
"Vôr gaz-gômid!" (Here ends your filthy bloodline!) Azog yelled in victory and drops Fíli's corpse to the ground from the tower.
The corpse falls past Kili, who has been watching from a doorway below. Kili, seeing his dead brother on the ground, furiously rushes up the tower steps towards Azog.
Thórin was completely frightened now. Losing Fíli grieved him, and now he has this once chance to get Kíli.
"Kíli!" Thórin yelled and begins to run across the frozen river.
"Thórin, no!" Buffy shouted. "It's a trap!"
Kíli continues to rush up the steps, killing several Guldur Orcs that were in his way. As Thórin begins to clamber up the ruins, Azog rushes out of a tunnel and attacks him. They fight on the snowy mountainside, Thórin with his sword and Azog with his arm-blade and a mace.
On the other side of the river, Buffy leads the Razorbacks and the Dwarves to get across until they all heard a loud noise that was coming their way.
"What is that?" Joy asked, hearing the noise.
"DUCK!" Spike shouted.
Everyone ducks as thousands of Gundabad Bats fly out of the fog. After the bats flew down, they all look back to see Bolg and his forces climbing over the ruins. The Gundabad Orc Breakers charge directly at them, but the Razorbacks and Dwarves unite together to face off the enemy singlehandedly.
"Fight!" Faith yelled as she slew a breaker.
Meanwhile, Tauriel and Legolas pause on their way to Raven Hill as they see an army of 8000 Gundabad Bats that were now massing towards the armies downwards.
"No." Tauriel whispered in the sight of horror.
The bats begin to fly down to the main battlefields, swooping through ranks of soldiers and causing mayhem. With Azog's reinforcements arriving, Legolas couldn't wait no longer, and he immediately leaps and grabs the leg of a passing bat, and it carries him away. While watching Legolas fly up, Tauriel sees Kíli fighting several orcs on the ruins.
"Kíli." Tauriel whispered in shock.
Back on the ruins, Azog and Thórin continue to fight. Azog continued to smash down with his mace, but Thórin managed to knock the pale orc down. As Azog slides down a slippery slope, Thórin went on to chase him, but that was when Gundabad Orc Breakers arrive and he is forced to engage them.
Somewhere in the courtyard, Buffy and Faith had been fighting together while the others were now fighting in all sorts of areas in Raven Hill.
Kíli, however, continues to fight his way up the ruins to find Azog while Tauriel arrived and tried to look for him. Looking around inside, she heard fighting on top and she noticed that Kíli was close. Before she could find him, several Guldur Orcs spotted her and went on to engage her. Tauriel avoided each and every strike and killed every orc that were in her way.
As Buffy continues to fight and slash an orc breaker, Bolg suddenly runs out and smacks her in the head with the handle of his mace, knocking her out cold.
"Buffy!" Hogan shouted in horror when he saw what happened. Believing the orc killed her, he rushed and tried to kill Bolg. Bolg growled and fought against Hogan.
While Thórin had been fighting as he goes, Azog managed to recover from his fall and suddenly charges at Thórin. Before the dwarf could turn to strike, Azog knocks him onto the surface of the wide frozen river.
"Thórin, hang on!" Anya shouted as she runs over to help him.
"Bôra-ga nî!" (Go in for the kill!) Azog yelled to his orcs in black speech. "Ab gûl bâ!" (Finish him!)
At Azog's command, dozens of Gundabad Orc Breakers run out on to the ice to attack Anya, Thórin, and Mitch. Anya, Thórin, and Mitch look around rapidly as the orcs run towards them. Suddenly, the orcs begin falling over with arrows stuck in them. Margo turns around and looks up to find out where the arrows were coming from. In surprise, he saw Legolas, who had been shooting the orcs from the top of the tower. While the others kept on fighting and suffered minor casualties, Anya, Thórin, and Mitch begin to take on the remaining orcs together.
"GRAAAH!" Azog roared.
Gwen jumps from behind the Defiler and tries to slay him. Azog turns around suddenly and avoided her strike. Then he grabs Gwen by the neck and plunged his arm-blade into her chest. Azog grinned and growled at the same time and threw her corpse into the frozen river.
Tauriel, in a moment of peace after dispatching her opponent, calls out. "Kíli!"
Kíli hears her, but he was too busy fighting off two orcs at once to respond.
"Kíli!" Tauriel called out to him.
"TAURIEL!" Kíli called back to her.
"Kíli." Tauriel whispered in relief.
Suddenly, Bolg jumps out of a tunnel and kicks Tauriel into a rock. Seeing this, Kíli angrily defeats his opponents and begins making his way to save her. Tauriel manages to slip out from Bolg's grasp and begins attacking him with her knife. Bolg managed to grab both her arms and twists them, causing her to shriek in pain. He then smashes his fist down on her head, felling her. Kíli rushes desperately as he hears Tauriel's groans. Bolg lowers himself down and grabs Tauriel by the throat, but the elf managed to kick him in the knee, causing him to fall. Bolg grabbed her again and threw her bodily against a wall. As she lays stunned on the ground, the giant Gundabad Orc raises his mace for the kill. Before Bolg had his chance to finish the helpless elf, Kíli leaps from a parapet and jumps onto him, preventing the orc from killing her. As they fight, Kíli manages to slash him, but Bolg grabs the dwarf by the head and raises the pointed base of his mace to stab him through the chest.
"No!" Tauriel shouted and jumps on Bolg from behind to prevent him from killing Kíli.
Bolg manages to throw her down again, and she can do nothing as the deadly orc raises his mace and plunges it through Kíli's chest.
"No!" Tauriel cried.
As Kíli dies, he and Tauriel stare into each others eyes. Just as Bolg drops Kíli to the ground dead, Tauriel's grief turns to anger, and she leaps onto Bolg as he approaches her. They were standing over the edge of a precipice, and Bolg tries to swing her out over the fall. Tauriel manages to hold on to him and kick off a stone, launching them both over the edge.
Legolas, on top of the tower, suddenly feels the tower shaking. He looks down to see a troll smashing away at the tower's base. Hearing Tauriel's grunts, he looks out and sees her rolling with Bolg down the mountainside. She lands on a broken staircase, gasping in pain. Bolg, who had landed near her, rises and prepares to kill her with his mace in an act of rage. Legolas, seeing this, reaches back for an arrow, only to find that he has run out. He angrily throws down his bow and pulls out Orcrist. He leaps off the top of the tower and plummets down holding his sword out; he manages to stab the troll in the head, and it hobbles around in pain. Twisting the sword, he manages to get the troll to charge forward, smashing head first into the already-weakened base of the tower. Bolg looks up to see the tower fall over and made a bridge over the chasm in between him and Legolas. As Tauriel lays unconscious, Bolg and Legolas charge at each other over the makeshift bridge. They begin fighting. As they fight, Bolg swings his heavy mace at Legolas and misses, hitting the floor and causing it to crumble and fall into the chasm.
Meanwhile, Thórin manages to stab an orc in the knee, but that was when another orc rushes up and smashes into him, causing him to slide across the ice all the way to the edge of the waterfall, directly over Legolas and Bolg. Bolg knocks Legolas over, but as he raises his mace, Thórin manages to knock an orc over the edge of the waterfall. The orc lands on the bridge behind Bolg, breaking through the stones and causing him to fall under a pile of rubble. That was when another orc approaches Thórin, who was lying on his back, partially hanging over the edge of the waterfall, defenseless. As the snarling orc raises its sword, Legolas manages to throw Orcrist into the orc's chest, killing it before it could make the strike. As it falls over the edge, Thórin manages to reach out and grab the sword, saving it from going over.
As Legolas is watching Thórin, Bolg leaps out of the rubble and swings at Legolas, but Legolas dodges and pulls out his two knives, fighting Bolg with them. Thórin stands and looks in wonder at his blade come back to him. He looks up and sees Azog, alone, facing him. Thórin and Azog approach each other slowly, but that was when they heard the sound of a horn. Azog grins wickedly as the hill in the distance behind him becomes covered with approaching Gundabad Orcs that were getting ready to charge.
Faith, Joy, Spike, Percy, and severl dwarves and razorbacks notice their arrival.
"Ah there's too many of these buggers!" Spike spat.
"We have to get out of here before this whole place is surround." Joy said.
"Percy, get everyone out of here!" Faith ordered him loudly. "And find Buffy!"
"Right, I'm on it!" Percy complied.
Back on the frozen river, Azog charges forward and swings a large rock attached to a chain at Thórin. Thórin ducks under and avoids it, but the pale orc was ready to give up. As Azog was unbalanced when he did another the swing, Thórin manages to get behind him and slash him. Azog angrily swings the rock at him again, and as Thórin dodges, the rock smashes into the ice, cracking it.
Meanwhile, Bolg throws a huge stone at Legolas, and it smashes the bridge beneath him. In an amazing and inhuman feat of agility, Legolas manages to run up falling rocks and leaps at Bolg. As they fight, Legolas manages to stab at Bolg, but Bolg grabs the knife between his arm and armor, just like in their encounter in Laketown. This time, though, Legolas smiles and uses the knife as leverage to swing atop Bolg's shoulder; he then stabs Bolg through the top of the head, killing him. Legolas leaps back onto land as the bridge falls to the ground, carrying Bolg's body with it.
As Thórin and Azog fight, the ice continues cracking. They both pause for a second, but the pale orc swings again. This time, the ice began to break apart beneath them. Thórin stumbles over an edge of the ice, and Azog manages to knock his legs out from under him with the chain. As Azog swings again, Thórin manages to roll away. He leaps behind Azog, who is off balance, and slashes him again. Azog angrily swings the rock and chain at Thórin. The rock was suddenly stuck in the ice, and Azog was forced to slash at Thórin with his bladed arm. Suddenly, Azog looks into the sky behind Thórin in shock. Thórin didn't bother in turning around when an army of 3000 Great Eagles, with Radagast riding their leader, swoop by. They sail through the ranks of the oncoming orc reinforcements from Gundabad, decimating them. Hearing a loud roar, Beorn and his son Grimbeorn led an army of 6000 Beornings and smash into every Gundabad Orc rank. Also, Lord Elrond of Rivendell led a cavalry of 7000 Elven warriors that also crashed into the enemy and inflicted heavy casualties on the Gundabad Orcs.
Meanwhile, Thórin suddenly throws his sword down. Reaching forward, he lifts the rock at the end of the chain and tosses it to Azog, who instinctively catches it. Azog looks at him in shock, just as the dwarf jumps backward, off the ice floe that they were both standing on. Without Thórin's weight to balance it, Azog, at the other end, held the rock when ice flow tips over and plunges Azog into the water below. He scrabbles at the edge, but the chain pulls him down.
While the Eagles attack the bats, ripping them out of the air, Thórin bends down to pick up Orcrist, he sees Azog through the ice, being pulled slowly by the current toward the frozen waterfall. Thórin slowly walks above him, and they stare at each other through the ice. Azog closes his eyes. Suddenly, he opens them, and he manages to stab Thórin through the ice and into the foot with his blade arm. He leaps through the ice and pins Thórin down. As he stabs his blade arm into Thórin's chest, the dwarf managed to stop it from piercing his chest by sliding Orcrist in one of the forks of the blade. Azog, using gravity and his superior weight and position, slowly pushes his blade further and further, and Thorin struggles to keep it away. As they stare at each other, Thórin suddenly slides his sword out of the fork, allowing Azog's blade to stab him through the chest. As Azog grins, thinking he has finally succeeded, Thórin raises his own sword and stabs Azog through the heart. From their close quarters, Azog couldn't avoid it, and Thórin flips the pale orc over onto his back on the ice and forces Orcrist all the way through Azog and through the ice below. At last, Azog was finally defeated, and Thórin kneels on top of him.
The battle was nearly over. As the eagles were flying over, Buffy wakes up from her unconsciousness and sees the Eagles overhead.
"The eagles are coming." Buffy whispered. She took time to get up and looked around. She began to notice that she was surrounded by corpses and turned to see Hogan, who had been killed by Bolg earlier.
Thórin stumbles toward the edge of the frozen waterfall, looking out over the battlefield below, where the remaining Guldur Orcs were being routed. Weak from his wound, he collapses on his back. Buffy comes running up in surprise and runs down to help him.
"Thórin!" Buffy shouted.
"Buffy." Thórin choked.
"Ssssh, Don't move." Buffy shushed him. "Don't move. Just lie still okay."
"I'm glad you're here." Thórin whispered with a smile on his face. "I wish to part from you in friendship."
"No. You are not going anywhere, Thórin." Buffy assured him. "You're going to live and you are going to rule Erebor as king."
"I would take back my words and my deeds at the gate." Thórin began to apologize to her as he choked up blood. "You and Bilbo did what true friends would do. Forgive me... I was too blind to see. I'm so sorry that I have led you and everyone into such peril."
"No, no, Thórin it's okay, I already forgive you." Buffy smiled at him. "I always have, and we were all glad to have shared in all your perils, Thórin - each and every one of them. And it's far more than we deserve."
"Farewell, Buffy." Thórin smiled. "Take whatever you like from the mountain, and tell Bilbo how deeply sorry I am. Tell him that he can go back to his books and his armchair. Plant his trees - watch them grow." He struggles to choke.
"No Thórin, you are going to tell him yourself." Buffy said.
"If more people valued home above gold this world would be a merrier place." Thórin gasped deeply, and began to expire.
"No, Thórin!" Buffy cried. "Oh don't you dare!"
Thórin breathes out his last and dies peacefully.