Fellowship of the Avengers

by TheLycanKing

Following Thanos' defeat and the restoration of the universe, the Dark Lord Sauron, who has thought to have been defeated during the War of the Last Alliance, has returned and seeks to finish where he left off by gaining power he needs to conquer the entire universe. Heroes, old and new, must unite together to stand against this new evil.

7. Battle of the Treasure

At the stroke of dawn, a cloudless sky greeted the sun as it rose over the horizon. The chill in the air began to strengthen as the armies marched directly towards the Lonely Mountain while the rest were stationed at Dale. Outside the gates of Erebor, Director Peggy Carter of S.H.I.E.L.D., King Azzuri Udaku of Wakanda, Count Dracula of the Vampire Nation, Chieftain Montgomery Ford of the Gondorans, Hugh Bradley of the Vulture Tribe, Captain William Nasland of the Crusaders, Major Ulysses Bloodstone, Hank Kelly of the Deadly Dozen, Orson Randall of the Army of Thunder, Professor Abdul Faoul of the Sons and Daughters of the Scarab, and Daniel Lyons of the Blackfoot Confederacy walk towards to the front entrance of Erebor, which was fortified by an army of Dwarves led by King Thorin Oakenshield of the Durin's Folk. They were in command by over 35,000 Crusaders, 27,000 warriors of the Panther Cult, 17,000 ninjas of the Army of Thunder, 11,000 Sons and Daughters of the Scarab, 10,000 warriors of the Vulture Tribe, 9,600 elite soldiers of the Liberty Legion, 8,500 warriors of the Blackfoot Confederacy, 8,100 soldiers of Baker Company, 6,400 soldiers of the Deadly Dozen, 5,400 soldiers of Dog Company, 4,200 Leatherback Raiders, 1,600 Brides of Dracula, 800 Gondoran Warriors, and 600 warrior-priests of the Ordo Draconum.

In hopes to find better negotiators, Peggy selected the rightful candidates that could help represent the armies, except for King Thranduil, who was in command by over 5,400 elves mounted on their elks, all who were known as the Gilded Guards of Lasgalen, and 28,000 Greenwood Slayers remained on foot and stood still as if they were statues and had fallen asleep until they were ready to receive direct orders from the king of the Woodland Realm, including 25,000 Warriors of the Kinn-Lai, 18,000 Dorwinion Legionnaires, and 9,300 Easterling warriors of Wágath. King Azzuri selected Marada Starhair to serve as a representative and negotiator for the Wakandans since she was known to be an honorable ally to them for centuries. Captain William Nasland selected Gwendolyne Lou Sabuki of the Invaders to represent the Crusaders in hopes to reach an important agreement with the Dwarves of Erebor. Orson Randall didn't think he was in need to have a person to represent the Army of Thunder, but he decided to select William Waring. Peggy Carter also selected Thomas Halloway as her negotiator due to his skills in negotiating with people that agreed or disagreed. Count Dracula selected Wilhelmina Harker to represent the Vampire Nation due to her skills in negotiating as well. Madeline Joyce was selected by her husband Robert Leslie Frank to represent the Invaders.

Molly Fitzgerald, Carl Burgess, Louise Grant Mason, and Jason Sitwell were among those to accompany Peggy Carter as her trusted bodyguards that she didn't request at all. Angie Martinelli remained in her giant form, rising to at least 30 feet in height as she accompanied her companions. Those accompanying Peggy had their important orders not to engage the Dwarves of Erebor since it wasn't their fight to get involved. However, Peggy began to grow worried and concerned over Simon Savage and his fellow mercenaries, who were so eager to get paid once the job was done. Bruce Dickson and his wife Olalla were somewhere near the gates of Dale, in which they were given the task to keep an eye out for anything unusual incase if Azog and his army already arrived and could be preparing to attack.

---

On top of the northern wall of Dale, the Invaders, which included Elizabeth Barstow, Jacqueline Falsworth Crichton, Bruce Dickson, Olalla Dickson, Brian Falsworth, Robert Leslie Frank, Gulliver Jones, Aleksey Lebedev, David Mitchell, Peter Noble, and Mark Anthony Todd were stationed right near the entrance to the gate of Dale under the orders of Director Carter. Their job was to protect the gate incase if the Defiler's soldiers would begin to enter the city. Doctor Carol "Penny" Pennington had been busy tending to a wounded child, whose hand was burnt when Smaug attacked Esgaroth. They continued to watch and watch, but there was no sign of an attack at all while 2,300 members of the Specialized Unit, Enhanced Soldiers were garrisoned in every corner of the city with the Bardings.

Somewhere on top of the wall, Bruce Bravelle, Silas Burr, Ed Cabot, Patrick Carney, Jerry Carstairs, Shanga Fia Delph'goram, Marla Drake, Rex Fury, Rosalind Hepburn, Peter Kazantis, Spencer Keen, Kevin Marlow, Skip McCoy, Mary Morgan, Timothy Mulrooney, Robert William Paine, Ruth Piraud, Benjamin Ruff, Michael Skouras, Jack Smithers, William Joseph White, and Chuck Wilson were on the lookout to keep a close eye out for any enemy activity.

"Man, my feet are killing me," Agent Wilson grunted in disgust, feeling his feet in agony.

"I can probably fix that for you," Miss Patriot offered.

"Thanks but no thanks," Agent Wilson declined.

"Any sign of them?" Agent Rex asked, taking a break and smoking his cigar.

"Still no sign of them, sir," Agent McCoy sighed.

"Eyes front, Skip," Agent Rex ordered. "No matter what happens, we gotta keep our asses on the lookout. You have no idea what plans they might have."

"Don't forget the chain of command, sir," Agent McCoy reminded.

"Was that insubordination?" Agent Rex asked.

"No, sir," Agent McCoy sighed. "It wasn't."

"That's what I thought," Agent Rex scoffed and murmured to himself. "Chain of command."

"Let's try not to bicker amongst each other for this," Agent Piraud said.

"She's right you know," Black Fox snickered.

"Hmm, something's not right here," Star-Dancer suspected.

"What is it?" Flying Flame asked with concern.

"If what this wizard man has been telling us, then I doubt the orcs may try to outsmart us," Star-Dancer continued to suspect.

"Well I don't think they have," Flying Flame stated his opinion.

"Let's try not to worry," Agent McCoy said.

"Oh we ain't worrying," Agent Cabot sighed, showing a sign of worry.

Skip McCoy smiled and looked backwards to see King Bard of House Bowman and Dale assembling an army of 55,000 Bardings within the city below. Many of the soldiers in Dale had been moving in all sorts of corners to make their preparations for battle against the enemy that Gandalf and his allies had warned them about since his capture at Dol Guldur. Bard was sure that Gandalf had been telling the truth of what is coming and wanted to be ready to stand against the true enemy. That was when Spitfire used her speed to rush over towards the top ruined tower and used her eyes to keep watch for any enemy activity.

"What's your status Jackie?" Agent Rex asked from afar with his walkie talkie.

"Its quiet," Spitfire answered and sniffed through the air. "This just doesn't feel right at all."

"Those ugly bastards should be anywhere," Agent Rex said.

"Still, my vampire instincts tell me that it might be a trap," Spitfire stated.

"Affirmative," Agent Rex complied.

"Has this Sabretooth man come back?" Spitfire asked.

"Not that I'm aware of," Agent Rex answered.

---

Thorin Oakenshield was in command of a small army of dwarves that served him and his forefathers for generations. 500 Dwarven Veterans, who had fought with King Thror in the battle of Khazad-Dûm, had recently marched from the Misty Mountains to join Thorin's army. They were also joined by over 1,100 Arkenguards, all who served as elite guards to Thror during his reign and were all armed with mighty maces. They are armored like tanks, but their speed suffers because of this, and can be described as very deadly in close combat when they decimate their enemies. There were also 200 Dwarven Wyrm Slayers, an elite guild of warriors that must take a series of grueling tests in order to be worthy to combat the Dragons of the North. A small army of 1,400 of the mightest Dwarven Warriors had been garrisoned as well to defend the city underneath the mountain in the name of their king. There was also 1,000 Dwarven Grim Hammers that wielded the greatest hammers. Clad in fine Dwarf-wrought armour and wielding weapons that are the envy of Middle-Earth, these sturdy soldiers are a match for almost any foe. These Dwarves were the bane of any Orc unfortunate enough to meet them in battle - the determination of these Dwarves helped secure victory at the battle of Khazad-Dûm.

With over 4,200 Dwarves that were stationed to defend the Lonely Mountain of Rhovanion, they were still outnumbered against the armies standing outside the gates of Erebor. On the platform atop the Gates of Erebor, Oakenshield wore the crown of the King of Erebor and stood in the center of the platform with his company and over 500 Dwarves that stood silently as statures, but readied their weapons in defense. Every dwarf, including Thorin's company, wore their battle gear that they got from the armory. As for Oakenshield, he didn't seem to care if he and his kin were outnumbered into facing eighteen armies that had just banned together for the last few days. Balin, however, was deeply shocked and worried to see how many armed soldiers and warriors there were outside. He continued to watch as the allied forces facing Thorin's army were arrayed between the two mountain spurs in the massive valley below. As for Thorin and his kin, they were all unaware that the armies who accompanied Gandalf from Dol Guldur weren't planning on engaging the dwarves of Erebor since they have no intent on taking sides.

All the First Nation warriors of the Blackfoot Confederacy were mounted on their horses under Daniel Lyon's command and have stationed themselves on the left side of Dale. He turns to one of his fellow commanding leaders and gives him a nod. He began to suspect that something was wrong, but still, there was still no sign of the Defiler nor his army. Peggy continued to walk and didn't take any comfort in this. That was when Thomas Halloway and King Azzuri of House Udaku and the Kingdom of Wakanda walked up to her. She grew annoyed how the soldiers of Leatherback Raiders were willing to get the treasure as well since they wanted to a future for their families, being rich and buying wealthy homes. Under Peggy's orders, the soldiers of Baker Company stood together and had been secretly climbing up the stairs without the dwarves realizing. It seems that either Lady Sif or Gandalf had told them of the secret door that laid camouflaged within the mountain.

"Peg, what's wrong?" Mr. Taylor asked quietly.

"There is something wrong," Peggy whispered, suspecting something at midst. "Shouldn't we be inspecting the enemy to be attacking in every front. What if this could be ambush?"

"Sabretooth has been sniffing around," Mr. Taylor informed. "He still doesn't see any trace of the enemy."

"Well, whatever he's doing, will be out of time if something is to happen," Peggy said worriedly.

"She's right to be worried," Azzuri said to him.

"I'm sorry, but is this one of your panther instincts?" Mr. Taylor asked in a scoff.

"You may not know what we Wakandans are capable of," Azzuri responded, sniffing through the air. "We are never wrong."

"Right, sure," Mr. Taylor nervously responded. "No prob."

"Do not judge our instincts," Azzuri warned. "Otherwise, you'll be facing the most terrible things Wakanda can ever reveal."

Thomas Halloway let out a gulp and decided to focus on the attention in negotiating with the Dwarf King. Karl Kaufman, René Duquesne, and Gordon & Hugh Dare were mounted on four armored elks and had been standing outside the crowd, standing several inches away from the elven king. Their job was to remain silent in the parley, but had their weapons ready if anything bad should happen.

---

Somewhere in the cliffs of Raven Hill, Sabretooth and Mystique had been walking around the ruins of Raven Hill. So far, they haven't seen any enemy coming. Raven Hill was described as a ruined exposed fortress lying on the rock. The fortress had a tower that loomed over exposed every ruined tunnel and stairway. Next to the fortress is the running river, Celduin, that was already frozen when winter had come. Underneath the frozen pool is a waterfall that cascades down the cliff face.

"We checked this area, we should go back and inform Agent Carter," Mystique said.

"No," Sabretooth rejected the idea. "We should keep looking."

"There's nothing here," Mystique urged him to reconsider. "Why do you keep doing this Victor?"

Victor Creed turns around to face her and responds. "First off, I wasn't asked to be here. I don't give a s*** whether this type of job I was hired to do was pointless from the start. I was just want to get this job over with."

"Victor, this is something that none of us have ever seen before," Mystique said. "When I was an enforcer to the Hand, I was told of a great threat that was soon to come. This could be the threat that they've been talking about. I don't want to ignore it and neither should you."

Sabretooth wasn't amused by this and thought it to be heresy. Even though, he was once a partner to her before departing, he still couldn't believe that everything she was saying was nothing to be true. "That doesn't vote well on me."

"You know Victor, everytime when I see you... you are always a drunken, sloppy, miserable son of a b****," Mystique remarked on his ignorance.

"Too bad, I'm already am," Wolverine scoffed and continued to sniff through the air. That was when suddenly, he started to pick up something.

"What is it?" Mystique hastily asked what he was sniffing.

"I smell something," Sabretooth answered and turned around to face her.

Mystique's eyes widen in surprise and yelled. "Victor!"

Coming out of the fog, an armored Gulder Orc attempts to strike at Sabretooth but the deadly mutant stabs viciously in the chest with his sharp claws. That was when two more Orcs emerge from behind as well, holding their crossbows and fired their arrows into Sabretooth's chest.

"No!" Mystique cried out.

When more Orcs were coming in with crossbows, they all focus in aiming their weapons at her, but Mystique was very fast and used her reflexes to avoid being shot. She then uses her legs to kick several orcs. The wounds were very fatal when Sabretooth was shot, but due to his healing abilities, the wounds were no longer there as everything was replaced by new tissue rapidly. Sabretooth gets up, only for a muscular, armored Ogre to grab him and punch him very hard in the face. Annoyed, Sabretooth used his claws to decapitate his left hand, causing the Ogre to scream in agony. Sabretooth was this close in executing him, but didn't as he chose to leave him cry. As he turned around, Azog the Defiler appeared and stabbed him directly in the chest with his double blade that he used as a replacement of his lost arm.

"Sekar na rakoal," (You have strength.) Azog grinned viciously at Wolverine. "Ralu sa ca na guno." (But you are not as strong that I see.)

Immediately, the Defiler tosses Sabretooth away and falls off the frozen waterfall, landing hard on the ice. The ice began to crack and Wolverine sunk slowly into the cold water. Azog stares down for a moment and continues to focus on his preparation in summoning his armies to attack. He then focuses on the armored Ogre, who had just lost his hand. Reminding of how his hand was cut off by Thorin, the Defiler swung his blade to decapitates the Ogre as a sign of weakness or failure. He then turns to his fellow soldiers from behind.

"Sa na kee," (Prepare yourselves.) Azog ordered. He then turns to see Mystique fighting off several armored Orcs that were trying to strike at her with their swords. "Gurid dum!" (Kill her!)

Azog's troops all run to surround Mystique as she was doing all her reflexes to avoid their strikes. as she did, she even kicked and punched some in the chest, legs, head, or arms. She even leaped onto a large Ogre, attaching her legs in between his head and used them to snap his neck. She did a long summersault and fled inside the ruins to escape.

"Di na ga!" (Don't let her escape!) Azog yelled. "Fi na!" (Find her!)

As Azog's troops were searching for, they were unaware that Mystique used her ability to shapeshift into an armored Orc soldier as the only way to fool them. She then focuses in getting herself out of Raven Hill to warn her allies of Azog's arrival.

---

Back outside the mountain, Peggy Carter, Azzuri Udaku, Vlad Dracula, Montgomery Ford, Hugh Bradley, William Nasland, Ulysses Bloodstone, Hank Kelly, Orson Randall, Abdul Faoul, Madeline Joyce, Robert Leslie Frank, Molly Fitzgerald, Carl Burgess, Louise Grant Mason, and Jason Sitwell join with King Thranduil, who was mounted on his Elven Elk. Angie Martinelli stayed behind the group. Peggy stares directly at Thorin Oakenshield, as she was the first to step out of the crowd with her companions standing behind. She kept her weapons behind her back and wasn't willing to start a fight the Mad Dwarf King at all. Just as she took a few steps forward, Thorin took out his bow, loaded an arrow, and let it fly downwards towards Peggy, only for Whizzer to catch it. Azzuri reacted a bit, but remained calm as he slowly too takes a step forward, but kept his eyes locked towards Thorin, knowing that he would let loose another arrow. As for Peggy, she decided it was best to stop since the arrow nearly ricocheted inches from her feet.

"I really wish you hadn't done that," Peggy glared at the crazy dwarf king. She finally could see that he was absolutely mad.

"That was a warning," Thorin gruffly responded.

"And it seems your not as noble or bright that my wife and I thought you to be," Whizzer remarked. "If I were you, I lower that bow and the arrow right now."

"Your warning was not to easy," Marada said. "So we're giving you a warning."

Thorin loads his bow again and gave them a warning. "I'll put the next one between your eyes if you one more word of a warning!"

Peggy wasn't amused by that warning shot and felt slowly glared at him as the dwarves around the Mad King began to shout valiantly and raised their weapons in support of their king. Thranduil, however, was willing to provide his warning when he signaled a fully armed battalion of Elven Archers to load their bows in the blink of an eye and aim directly at the Dwarves standing on top of the wall. Most of the dwarves stopped shouting and quickly ducked and raise their shields for protection. The Dwarves down below from the wall also do the same thing, raising their shields to be ready. Thorin didn't bother to duck and didn't move an inch as he kept his bow and arrow locked. Thranduil then signaled his archers to lower their bows, but was going to be ready to signal them again.

"This is your last chance!" Thorin continued to warn them very loud for everyone to hear him. "Leave my kingdom or there will be blood!"

"We're not leaving… not yet!" Peggy loudly replied.

Thorin began to focus his attention on Peggy and fiercely asked. "I haven't seen you before, who are you?"

"Margaret Elizabeth Carter, Director of S.H.I.E.L.D.!" Peggy introduced herself to him. "And I know who you are! Thorin Oakenshield, the Dwarf King under the mountain!"

Orson walked up from behind Peggy and introduced himself as well. "And I'm Orson, son of Phineas, the Immortal Iron Fist of K'un-Lun."

"K'un-Lun?" Thorin choked in surprise when he heard it. "Is it true?"

"True as it is," Orson answered, raising his fist and used his power to summon chi all around.

"This kingdom you stand before belongs to my forefathers... Iron Fist," Thorin told him, and focused on Peggy.

"I know it does, and believe me when I say this, it would be dishonorable for me to take something that belonged to your people," Orson said. "Smaug maybe dead, but I'm surprised that you chose to block the entrance like he did before. Why?"

"Perhaps you can answer his question," Agent Sitwell suggested, giving the dwarf king a glare.

"I don't dare answer any question from the likes of you," Thorin glared back at Agent Jason Sitwell. "Nor do I plan in letting this next arrow fly down to you."

"Careful with your threats, Thorin," Miss America warned him. "You do realize that you let that arrow loose, you will make more enemies."

"If I were you, I would suggest you listen to reason before anyone draws blood, depending where it will be," Count Dracula smirked.

"We just want to talk," Peggy said. "None of us are here to take your home away."

"Listen to her reason, Thorin," Orson stood by Peggy. "Let us to discuss this peacefully."

"Then why do you stand along with that treacherous Elven Rat who locked me and my people away?" Thorin angrily asked. "I see through his lies and deception!"

"Be careful what you say to me, Dwarf," Thranduil warned with a glare. "For you do realize that you speak towards a king."

"Is that a threat?!" Thorin bellowed, aiming his bow and arrow at the elven king.

"Sounds to me it is," Thranduil answered with a smirk on his face. "And I can always order my archers to aim at the very dwarf in charge of this army that stands at the very top of a wall that will soon be breached." He nods his head a bit. "You."

Peggy turns head around to face the elven king and raises her voice. "Thranduil!" Her words stopped the elven king from speaking, and then she turned back to face Thorin. "We came to offer you a chance. Please know that me and those with me are not on his side. All we came to do is talk. Listen to my words first before you come with a decision."

"There is no decision, your armies march towards the gates of Erebor, armed for war," Thorin declined to hear her words. "I won't buy your so-called parley."

"This parley is meant to halt hostilities," The Golden Woman said.

"You cannot win this so-called war that you started," Azzuri warned, stepping forward to stand beside Peggy for protection, knowing that the Mad King would threaten to kill her. "I am Azzuri, son of T'Chanda, King of Wakanda, and I too do not wish to fight you, but if you decide to kill any of us, I wouldn't consider."

Thorin believed the Wakandan King was bluffing and snorted. "You… you think you can risk yourself to stop us?"

"I would," Azzuri answered. "My people would."

"Then maybe I should kill you first for making those threats coming from a King far beyond my realm," Thorin threatened him.

"He's utterly mad," Silver Squire remarked his personality.

"Tell me about it, he's lost his freaking mind," Phantom Eagle scoffed. "He really wants us to it."

"Stand down, we're not ready," Sir Steel whispered sharply. "Until Carter gives the signal."

"Look I get you don't like either of us right now, but we don't want to fight!" Peggy exclaimed, lowering her voice, and sighed when she closed her eyes for a few seconds. Once she opened, she went on. "The people of the lake lost their home, and we were told that you gave their word in providing an equal portion of the treasure inside that mountain. Tell us if thats true?"

"No," Thorin grimly answered. "I only said it as a way to break loose from the chains within that lake."

"You bargained with them," Peggy told him correctly. "The people of the forest bargained with you and you denied them."

"I denied their request for what they did in denying me and my people!" Thorin raised his voice and focused his attention on Thranduil. "That elven filth turned away from the suffering my people! The dragon laid waste while the elves watched! What did that elven king do? Nothing! He did nothing!"

"What?" Captain Nasland responded of what he heard and turned to the elven king in confusion.

Upon hearing this, Angie was surprised by this looked down at the elven king. Despite being an actress, but a hero at her side, she was greatly disappointed for how a ruling king would do something reckless in turning away from his own allies that had suffered the dragon's wrath. Count Dracula didn't seem to bother at this since he and his people mainly stay off from anyone's radar. Azzuri was deeply shocked when he overheard the angry dwarf's claim of what Thranduil had done in turning away from the dwarves long ago.

Angie Martinelli was suprirsed to hear that, and lowered one knee and bends down behind the elven king to ask. "Is that true?"

"That is no concern of yours," Thranduil rebuffed.

Peggy decided to focus on Thranduil now, turning around to meet the Elven King's gaze. "Well I think its our concern to find out why the dwarves have been wanting to defend their home in the first place, not just from us, from you."

"So you wish to take the dwarf's side?" Thranduil asked, stating if she planned it.

"No," Peggy glared at him. "I want you to look me in the eye and tell us the truth. Did you walk away from them when the dragon took this mountain while the dwarves suffered?"

"She asked you a question," Shamrock demanded, standing near Carter's side.

"Answer the question Thranduil, did you turn their back on them?" Major Bloodstone demanded the answer too.

Thranduil didn't hesitate to answer her question at all. He remained calm and was ready to tell her everything. "I see your attempts to defend the dwarves are noble. However, your pity over them is a lost effort. Neither the dwarves or even Oakenshield, cannot be reasoned with. All I see in him is that he possesses the same hold like his grandfather. Greed and arrogance is what Thror contained, in which I tried to warn him of, but he would not listen."

"We already heard that… twice, but do you admit that you turned away from the dwarves while they suffered, desperate enough to ask for your help?" Peggy continued to find out more of what Thranduil didn't reveal.

"I admit that I walked away from the carnage," Thranduil truthfully responded. "But I could not risk the lives of my kin to suffer the dragon's firestorm. No one, but my kin, could ever kill a dragon."

Peggy was shaken of what Thranduil had just revealed to her and her allies around the elven king. This was a shock that even surprised Angie. She clenched her left hand as if she was ready to whack the elven king, but didn't since it was not right for a superhero to do. Ever since Sif brought allies to help defeat Sauron, who had just retreated from Dol Guldur and fled into the east, Peggy and the rest of her allies now began to understand the truth as to why Thorin and his kin hated the elves. It was betrayal, and this was something why the Mad King couldn't trust anyone due to the loss of his kingdom.

"I guess he admits it," Agent Sitwell whispered to Peggy.

"So this is the answer to all this," Orson scoffed. "How could you do it?"

"Are you really serious?!" Captain Nasland exclaimed and scoffed.

"You bastard," Peggy cursed quietly.

"So this is why the defenders of the Mountain are doing this," Azzuri said, looking very unsatisfied of what Thranduil had said. "Ripping each other apart for the treasure, but turning a blind eye on those who ask for your aid."

"Shame on you," Mr. Taylor shook his head in displeasure. "Shame on you."

"You think I brought shame to them?" Thranduil asked Halloway.

"For I say, yes," Mr. Taylor nodded. "How could you do something that was unpleasant to turn away from allies that have been trying to find help?"

"I had no part in this carnage," Thranduil calmly defended himself. "We would've perished along with the dwarves if that ever came."

"No, but you still could've helped them!" Peggy yelled, making a point. "Even if you and your kin couldn't kill a dragon, you could've given them a safe haven to recover from this terrible firestorm years ago!"

"That firestorm would've destroyed my kingdom as well," Thranduil added.

"Maybe or maybe not, but still you could've done something to help them," Miss America argued against the elven king. "Instead you turned away and did nothing."

"Nothing compare of what I'm about to do," Thranduil coldly responded. "The dwarves dishonor themselves for what they are doing now."

"Thranduil, for the good of your people, I would suggest you think smart and maybe apologize for turning away from the dwarves," Orson suggested with a unahppy look on his face. "You could've helped them in a way, but instead, you just made yourself an enemy. This is why the dwarves will not share a portion with you for what you did."

"Careful with your words," Thranduil warned the Iron Fist. "You maybe the Iron Fist, but you forget, that you speak ill towards a king."

"Doing this will not end well for you or your people," Peggy warned. "We may not have known Smaug, none of us do or even the damage he caused, but from what we know that the dragon's wrath is obviously something that has affected both kingdoms, yours and theres. This is the reason why he doesn't trust you and now, you make matters worst when you decide to invade his kingdom that he's been fighting to take back!"

"My people have been prepared for this," Thranduil said with a sense of finality. "We are prepared to face any threat that comes to our doorstep in time. I gave Oakenshield an offer, and like a fool, he refused."

"The only fool who stands here is you!" Thorin angrily replied, aiming his bow at the elven king.

"You wish to fight them, all of this for these gems you speak about?" Azzuri said, displeased by this. "Tell me, how much are they worth to you?"

Peggy was truly annoyed for what Thranduil had said. She couldn't stand it anymore, but she chose to continue with the parley and hoped that there was better chance to prevent the armies from fighting the dwarves. She turns to focus on Thorin and goes on to talk with the Mad King. "Speaking of gems, we do have one gem that was offered and accepted."

Thorin's mood changed instantly when he heard that. He was confused, but his eyes flickered with uncertainty as if she was bluffing. "What payment?" He responded hostility to her. "I didn't give you anything! You have nothing!"

Peggy sighed as she slowly reaches into her one of her coat's left pocket. Out of shock, Thorin and the dwarves on top saw that she pulled out was the Arkenstone and held the shining jewel high for everyone to see.

"No... you didn't, but we have this," Peggy answered as she continued to hold the shining jewel in her hand.

The sight of it caused Thorin to lower his bow and arrow. The Dwarves, however, were shocked, angered, and confused to see how Peggy Carter would be carrying the Arkenstone in her hand.

"She has the Arkenstone!" Kili exclaimed in pure shock. "Thieves! How came you by the heirloom of our house?! That stone belongs to the king!"

"Well I hate to tell you this, but we're not thieves to begin with," Captain Nasland said. "That stone was given to us as a way to prevent open war between you and your people and those willing to fight for your grandfather's treasure."

"We all know that it belongs to you, Thorin," Peggy admitted, tossing the Arkenstone over to Azzuri. "And of course, you can have it back."

"Return the stone to me at once!" Thorin roared in fury.

"If you want the stone to return to your rightful home, honor your word and there will be no need for dust and blood," Marada dictated.

"There will be no need for war," Azzuri concluded. "Tell me, is this treasure worth more than your honor?"

"No, this... this can't be right," Thorin murmured to himself for a bit and then he started to whisper around his fellow company members, including his two nephews. "Whatever this is, there taking us for fools. Its a ruse."

"Thorin, they're using the stone as leverage," Balin openly claimed, knowing that it was the Arkenstone. "They're trading it for the equal share. Why don't you just honor the deal and be done with it?"

"No Balin, there is no honor in this," Thorin angrily rebuked. "Whatever they're trying to play, its nothing but a trick!"

"He thinks we're bluffing, director," Agent Sitwell whispered sharply.

"Look we're not bluffing!" Peggy truthfully claimed that this was the real Arkenstone, not a fake.

"She's right, its not fake," Miss America said. "This stone was given to us by one of your own. We knew that were looking for it so we decided to take matter into our own hands."

"We have the stone, so honor your word," Chieftain Ford suggested.

"No," Thorin loudly dismissed her truthful words and turns to directly at the enemy below in a fit of rage. "The Arkenstone is in this mountain! Whatever this is, you think you can bluff me! This is a trick!"

That was when Bilbo stepped out from the crowd of dwarves and decided to confront the Mad Dwarf King by telling him the truth of his treachery. "I-It's no trick Thorin, they're telling the truth. The stone is real. I was the one who gave it to them."

Peggy blinked when she saw Bilbo on top of the ramparts. She recalled that the halfling was suppose to leave Dale, not go back to Erebor to tell the Mad King the truth of his deception in giving the Arkenstone to them. Even everyone else down below were surprised to see the halfling was still here and had confessed the truth of what he did and they began to carry a sense of fear that Thorin was going to bury an arrow in the poor hobbit's neck for this act of betrayal. Members of Baker Company made a sudden pause and began to notice while climbing quietly up the stairs.

"The hell is he doing up there?" Agent Burgess gasped.

"Oh boy," Elasti-Girl worriedly murmured in shock.

Thorin look as if he was emotionally sad for what Bilbo had done. "You."

"Yes," Bilbo answered. "Its true I gave it to them. Consider that as my fourteenth share."

"Your share?" Thorin asked as his voice was slightly broken for what. "My kin and I trusted you. We gave you everything. And now, you would steal from us? From me?"

"Steal from you?" Bilbo scoffed, disagreeing to that. "No, no I may be a burglar. A burglar you chose to appoint me as, especially one who is honest." He took a bit of a pause and went on. "I'm willing to let it stand against my claim."

"Against your claim?" Thorin derided the hobbit's suggestion and started to show a very menacing, angry face. "Your claim. You have no claim over me you miserable rat!"

The Mad King was very furious when he threw down his bow very hard, causing Bilbo to flinch a bit. However, the young hobbit bravely stood where he was and didn't bother to run away, even while being surrounded by a crowd of Dwarven Soldiers that were staring at him in disbelief and confusion.

"Okay Thorin he made his point," Whizzer hastily responded.

"Don't do this, just let him come down to us!" Orson loudly pleaded, fearing for the halfling's life. "No need to make this difficult."

"He's just trying to talk some sense into you," Marada said, speaking on the hobbit's behalf as well. "He wanted to give it to you, so many times, but he didn't. That's why he chose to give it to us as a way to prevent you from starting a war against the Elves and the Lake-Folk. Is there no end to this madness?"

"No, this is the end," Thorin sneered, keeping his eyes locked on Bilbo. "The end of a burglar who has betrayed my house."

"I'm not a traitor, Thorin," Bilbo corrected. "I think you are. Look around you, you sealed the mountain with the help of your kin. Look what your doing to them. Your not leading them to victory. Instead your leading them to their doom. Has this wealth driven you mad? But you know what?"

"But what thief?" Thorin quietly asked with a very angry face.

"I think you have changed!" Bilbo raised his voice. "You have changed ever since we took back the mountain together! The dwarf I met in Bag End would never have gone back on his word! Would never have doubted the loyalty of his kin!"

"Do not speak to me... of loyalty," Thorin hissed as he took a moment to then turned to fellow dwarves and yell out a commanding order. "Throw him from the rampart!"

Upon hearing this, everyone down below, including Peggy, were shocked. Orson couldn't believe why he would say something like that to a friend who trusted him. He turned to his teammates as if they wer ready to get involved to prevent Thorin from hurting the defenseless hobbit. Combat Kelly and his company heard the dwarf's command and didn't seem to thrilled by that. None of the dwarves, including those in Thorin's company, complied to this killing order. Every one of them had grown fond of Bilbo due to his part in helping the company reclaim Erebor from Smaug. Not even Balin, Fili, Kili, Bofur, Bifur, Bombur, Ori, Dori, Nori, or Oin refused to obey that order from the king's reckless command.

"Did you not hear me?!" The Mad Dwarf King angrily yelled at their disobedience.

"Give me the word," Angie whispered down to Peegy, wanting to save Bilbo.

"Peg," Agent Sitwell started to panic.

"English, he's going to kill him!" Angie shouted.

"Thorin, please, stop this," Balin pleaded to Thorin to not to kill Bilbo.

"If you won't kill him, I will do it myself!" Thorin shouted and then lunged forward to grab Bilbo. "CURSE YOU!"

"That's enough!" Whizzer shouted.

"Let him go!" Marada yelled at the mad king.

"Thorin, stop, leave him alone!" Peggy yelled, pulling her pistol.

"Let him go!" Combat Casey shouted, pointing his machine gun. "Thorin, let him go!"

"Stop!" Combat Kelly yelled, pointing his weapon.

"Thorin, I'm gonna count to three if you don't release him now!" Mr. Taylor shouted, holding his weapon which aimed drectly at the Mad King's head.

As Thorin struggled with Bilbo, Balin, Fili, Kili, Bofur, Bifur, Bombur, Ori, Dori, Nori, or Oin tried to stop Thorin from killing Bilbo, at which they tried to pull him away. Thorin, however, resisted and began to throw Bilbo over the rampart. Angie increased her height a bit and tried to walk over to save the hobbit, but the some of the other dwarves within the King's army held their spears in defense and were ready to hurl them at her.

"Curse be the wizard that forced you on this company!" Thorin yelled as he made his exact attempt to kill him.

Before Thorin could throw Bilbo down, a bullet was fired directly at the wall, missing him, the hobbit, and the dwarves. The Dwarves moved away in surprise as the Mad King looked down at Peggy holding her pistol.

"Let him go, or the next one will go straight between your eyes!" Peggy angrily threatened to kill him.

"Thorin, she's not bluffing," Orson warned. "Just let him go."

"We're warning you, if you toss him over the rampart, we will open fire on you," Combat Kelly warned him too.

"Just let him go and return him to us now," Miss America pleaded.

"I would suggest you listen to them!" A familiar voice spoke. Coming out of the crowd was Gandalf the Grey and Lady Sif of Asgard. "You're not making a very splendid figure as King under the Mountain, are you? Thorin, son of Thrain."

Thorin was hesitant at first, but immediately, he chose to release Bilbo from his grasp. This gave Angie the chance to lower her hand closely at the wall. Bilbo quickly jumps onto Angie's hand, and Angie turns away from the wall, glaring at Thorin for what he was about to do to him. She turns to focus on Bilbo and smiles.

"Its okay, your safe," Elasti-Girl said, lowering her hand down to the ground to allow Bilbo to safely return to Gandalf and Sif.

"I will never again... never again will I have dealings with wizards... or Shire-Rats!" Thorin vowed furiously at the wizard.

"You almost killed him!" Peggy berated at him. "That was not an act of justice, that was an attempted murder and you should know that by now!"

"I don't think Thorin is keen in allowing us to trade the Arkenstone for everything inside the mountain," Thranduil said, growing weary of this. "He carries no honor, Lady Carter. But you still carry the stone in the palm of your hand. You could still consider in giving it... or better, you can give it to the King of Dale. Let him keep it for now and he'll sell it. Ecthelion of Gondor will give him a good price for it."

"Not unless if we can offer a fair price for him," Count Dracula suggested.

"I will kill you!" Thorin roared in fury. "By my oath, I will kill you all!"

"Your oath means nothing to us anymore!" Thranduil exclaimed and lowers his voice as he was ready to order his troops to prepare their engagement against the Dwarves. "I've heard enough. No more of this, parley."

"Good luck on your killing spree, Thranduil," Azzuri huffed in disgrace. "The people of Wakanda and I will take no part in this outrage. You do what you believe is right."

Refusing to go up against Thorin or even side with Thranduil, Azzuri decided to turn away and signal his warriors to move out of the battlefield at once.

"Have it your way," Thranduil muttered.

"Thorin, lay down your arms!" Sif pleaded. "Just open the doors now before its too late! This treasure will be lead to your downfall!"

"You should listen to her," Orson agreed. "This treasure your holding back is taking away your honor."

"Just give us your answer," Peggy spoke out. "Will you offer the share in exchange for the Arkenstone and allow peace to be given, or will choose blood and war from your opponents."

Thorin was starting to lose patience in this. Before he could react, a large black-feathered raven landed on the ramparts to meet him. Thorin looked at the raven, which led chipping noise as a sign of giving an important message to him. The Mad King was thrilled of the news and turned to gaze directly at the eastern spur of the valley.

"I will have war," Thorin answered, declaring that he and his kin will fight.

---

Suddenly, a loud rumbling was heard in the distance. Atop the eastern ridge, a vast army of iron-armored Dwarves were marching their way down towards the allied forces. For days, they had been marching non-stop from the Iron Hills to Erebor when they received the message from Thorin of the dragon's downfall and invaders coming to take everything away. Thorin and his army of Erebor began to cheer happily upon the oncoming arrival of their kin from the Iron Hills.

The army of the Iron Hills consisted of 54,000 Dwarves, each and everyone of them wearing plate armor and carrying weapons made out of pure steel. The army was considered to be very heavy with long spears and shields. Peggy was even more surprised to see chariots being pulled by armored mountain goats that were in between the size of ponies and horses.

"Ah, Peg, we got company," Agent Sitwell said, noticing the army approaching from the hill.

"Another army," Peggy looked to stare at the incoming army.

"Ribo i thangail," (Rush the shield-fence!) Thranduil ordered his soldiers to form up and began marching quickly towards the oncoming Dwarves of the Iron Hills.

King Azzuri began to notice the coming army from up the hill and chanted his war cry. "Yibambe!" (Hold fast)

"Yibambe!" (Hold fast) Azzuri's warriors chanted their war cry seconds.

"Yibambe!" (Hold fast) Azzuri chanted again.

"Yibambe!" (Hold fast) Azzuri's warriors chanted again also and prepared to march to follow their king.

While Thranduil formed a neat long wall of shields, Angie stayed her position next to Count Dracula and the Brides of Dracula that were all in defensive positions as well. The Dwarves of the Iron Hills made a complete halt midway down the slope, allowing their leader to ride forwards to parley with the enemy.

"Hail Thorin, Ironfoot has come!" The Leader of the Dwarves yelled towards Thorin and his army, raising his hammer high up.

"Can somebody tell me what the hell he's riding on?" Agent Sitwell asked, noticing the leader riding on something that wasn't even a horse.

"It's a boar," Miss America answered, looking on surprised of what she was seeing. "He's riding on a boar."

"Who is he?" Peggy asked, wanting a full update of the leader.

"That is Dain Ironfoot," Sif answered. "He's the Lord of the Iron Hills and he's Thorin's cousin."

"Is he more understanding?" Orson asked.

"I always found Thorin to be more reasonable of the two," Sif answered, unsatisfied.

"So we're dealing with another leader who is insane?" Peggy sighed with a tone of annoyance. "Wonderful."

"Well, they don't look alike," Agent Sitwell described.

"Let's just try and reason with him," Sif suggested. "Understand that none of us want bloodshed. You not know Dain , but I do. He is a dwarf that carries great honor like his father."

"Well let's hope he can be reasoned with," Mr. Taylor said.

"I agree," Whizzer nodded to his approval in parleying with the dwarves of the Iron Hills. "We can't let this go forward. Not while Thorin continues to refuse the demands given."

"Alright, will do it your way," Peggy nodded, agreeing to Sif's plan. "But if he denies our request, it would be unfortunate."

"I'm with her too," Mr. Taylor agreed. "If we don't come with a solution, a lot of us will die."

"I understand your worried Mr. Halloway, but rest assure, we will not give up," Peggy assured.

"That is why I'll help you," Mr. Taylor swore. "Let's try to reason with him and hope he's far more understanding than Thorin."

Sif immediately walks ahead to meet the Lord of the Iron Hills face-to-face. She bows her head in respect to him. "My lord, it is honor to see you."

"Step aside, my lady," Dain demanded. "You don't want any part in this, but this rabble comes to invade my cousin's kingdom. Tell them to leave, or I'll water the ground with their blood!"

"Lord Dain!" Peggy addressed herself first.

"And who in Durin's Folk might you be?" Dain fiercely asked.

"My name is Peggy Carter and this Thomas Halloway," Peggy introduced herself and Halloway.

"Then tell me Lady Carter, why do you lead these allied fools to march upon the Lonely Mountain?" Dain demanded a strict answer.

"We didn't come here to invade," Mr. Taylor answered, taking his chance to speak on her behalf as he walked closer to the Dwarf Lord. "We just came here to negotiate with your cousin. We're not here to start a war with him and your kin. We just want you to know that we do anything to help any person that is in desperate need of us, but fighting against each other is not going to make matters right."

"We have a common enemy in our hands, Lord Dain," Sif informed. "Thorin is not the issue. Azog the Defiler is alive and he is leading his army to invade the kingdom. He wants nothing but wrath, blood, and war. He will not stop at nothing until he gets what he wants. Since we are friends, Lord Dain, you know I'm right."

"I understand your right," Dain understood her words. "You and Asgard served us well during the old times, but where were they when Erebor was decimated and where are they now. They should be here to defend this great city that they helped forge with us, along with the Warhawks of Olympia."

"Dain, order your soldiers to stand down," Peggy ordered, giving him a slight glare. "We were trying to negotiate with your cousin, whose gone bloody mad."

"I will not stand down!" Dain refused. "No one but me will ever stand down to any enemy that threatens the safety of our kingdom."

"Whatever you do here my lord, you can't judge of what we do," Mr. Taylor explained to the dwarf lord. "There's no need to do this. Stand down, none of your soldiers should die here. Why lead them to a fight when we know that another enemy is coming right here? You need to think this through before its too late."

"And of speaking of late, your time is up," Dain said. "You will disband these allied armies at once..." He points his hammer at Thranduil, the King of the Woodland Realm. "...or you will face the might of Dain Ironfoot, son of Nain, Lord of the Iron Hills!"

Peggy was starting to get really annoyed by this due to Dain's refusal to see reason. However, she wasn't willing to give up, as she decided to keep on trying to delay him since she feared that Azog was sending his army to attack right now.

"You need to stand down," Peggy insisted for him to reconsider. "We tried to parley with your cousin. He almost killed an innocent man for a false act of treason."

"You would dare talk harshly about my cousin?!" Dain growled at her.

"Look to yourself," Peggy continued to battle his words. "You don't see what your cousin has become. A greedy, selfish, arrogant plonker. You think he's just going to welcome you back in open arms once this is finished. No, he won't do it. I know it in his heart that he'll never let anyone, not even you inside the mountain."

"Lies!" Dain loudly retorted. "My cousin would never do that!"

"Dain, listen to her," Sif pleaded her friend to heed her advice. "Talk to your cousin and you'll find out the truth."

"I will not listen to this," Dain continued to refuse in believing this. "You accuse Thorin as a thief! The only thieves that I look at are you all. Your just like the Mad Dragon! He robbed our home right here and now, you risk to do the same thing. We'll show you all what we Dwarves of the Iron Hills can do!" He then menacingly gestured toward Thranduil, who was smiling furiously. "Including 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."

"Who the hell is that guy?" Agent Sitwell scoffed, thinking how crazy he is.

"Whoever he is, he's crazy," Miss America said.

"Well he's clearly out of his marbles," Agent Burgess remarked on his personality.

"Yeah, like his cousin," Shamrock scoffed.

"My lord Dain, you're really making a bloody mistake," Peggy glared at him.

"Will see about that you lying bugger," Dain insulted and immediately rode back to rejoin his army.

"Dain, wait!" Sif called out.

The Dwarves of Erebor to continue on to cheering for their kin in approval and victory. Their response showed a sign of unity being broken between the Free Peoples. Immediately, the Gilded Guards of Lasgalen readied themselves to engage the oncoming enemy that was about to attack from up the slope. The Warriors of the Kinn-Lai, Dorwinion Legionnaires, Easterling warriors of Wágath, and the Greenwood Slayers line themselves in defensive positions, preparing to engage Dain's army.

"Well I guess that concludes that they're hardly worthy of respect," Thranduil said.

"Respect huh?!" Captain Nasland scoffed in pure anger ta the elven king. "Your the one who started all this!"

"He's right, whatever you do, we will not take any part of this madness that you and the Lord of the Iron Hills are about to bring," Miss Patriot glared at the elven king.

Thomas Halloway overheard what they said and agreed too. He rushes to Peggy and tells her quietly. "Ms. Carter, I would suggest we leave now."

"Agent Sitwell, tell Kelly to move his garrison out of the battlefield," Peggy ordered.

"I copy," Agent Sitwell complied.

Peggy then turns to Molly Fitzgerald and gives her a direct order. "Molly, have the rest of allies withdraw. And someone tell the Baker Company to get their arses back here now!"

"Are you sure?" Shamrock asked.

"This is not our fight," Peggy sighed due to failing to see reason.

"Have it your way then, Lady Carter," Thranduil said to her with a smug smile. "In the meantime, my kin are ready. Let the dwarves advance. Let's see how far they can get."

Dain overheard the elven king's insults as he continued to ride back to his army and yelled back. "You think I give a dead dog for your threats you pointy eared princess!"

"Well, he's clearly out of his mind," Captain Mullen sighed.

"Well, I guess that concludes negotiations," Orson sighed, standing around the crowd of warriors. He then turns to walk away pass Gandalf and Bilbo. "Looks to me, this is where we depart."

"Your not serious in leaving?!" Gandalf exclaimed.

"Why would you think I do that Merlin," Orson chuckled as he continued to walk, murmuring to himself. "No I won't."

Peggy Carter, Azzuri Udaku, Vlad Dracula, Montgomery Ford, Hugh Bradley, William Nasland, Ulysses Bloodstone, Hank Kelly, Orson Randall, Abdul Faoul, Madeline Joyce, Robert Leslie Frank, Molly Fitzgerald, Carl Burgess, Louise Grant Mason, and Jason Sitwell immediately prepare to leave the battlefield at once while Dain rides back to his army and prepares to make the immediately charge against the Elves of the Woodland Realm.

"The time of reckoning is at hand, sons of Durin!" Dain valiantly shouted towards his armed troops that were ready for battle. "We're on! Let's give these bastards a good hammering!"

"Yanad Durinul!" (Sons of Durin) One of the Dwarf Commanders yelled out a commanding order, and all the Ironforged Dwarves raise their weapons and cheer their war cry in preparation to battle the Warriors of the Kinn-Lai, Dorwinion Legionnaires, the Easterling warriors of Wágath, and the Greenwood Slayers of the Woodland Realm.

"Thranduil!" Doctor Burlingame called, getting the elven king's attention. "Look, I may not be a war guy, we should probably come up with a better solution."

"And what solution would that be Doctor Burlingame?" Thranduil asked.

"Well, why don't we take their advice and leave," Doctor Burlingame suggested.

"I'm afraid the only way to win is that the dwarves should either give up or die trying," Thranduil answered. "Either you or your friends stand with us or against us. That is is my final solution."

"Doctor Burlingame, time to go," Peggy insisted, placing her arm on his shoulder.

"I never asked to be here, Peg," Doctor Burlingame sighed. "Especially the worst moment when I almost killed you."

"Oh bugger off on that," Peggy scoffed.

"Lady Carter!" Thranduil called to her. "I suggest you move your friends and allies out of our position. We're about to rid Ironfoot and his rabble."

"Thranduil, listen, this is nothing but madness," Peggy warned him.

"Stop this mad crusade before a lot of you all get killed!" Captain Nasland exclaimed.

Before Thranduil could say anything, he noticed Dain sending forth a large cavalry of 16,000 Dwarves riding on goats while 54,000 of the Dwarves stay where they are until Dain gave them the signal to charge. They ran through the main force and charged downwards to attack first. As the cavalry continued to go down, Dain signals his main force to charge. The Dwarves yell out their war cry and openly charge.

"Or maybe we're too late on that," Mr. Taylor murmured.

"Ifridi! (Make ready!) A Dwarf Commanded yelled in khuzdul.

"Ihgiri ni-hun!" (Right into them!) Dain yelled in khuzdul.

"HADO! (RELEASE!) Thranduil yelled out his commanding order to his archers in elvish.

"No!" Sif yelled, trying to stop this.

At the sound of Elven King's command, an armed garrison of Elven Archers load their bows and let out a barrage of arrows that flew towards the Dwarven Cavalry.

Dain noticed the arrows approaching towards his cavalry and yelled out a commanding order in his own language. "Baruk Khazad! (Axes of the Dwarves!)

Under the Dwarf Lord's command, he gave the order to fire a barrage of what appeared to be massive lances with wings that were launched through the air and collided with the Elven arrows, slicing them all to pieces. Not even one arrow hit any of the dwarves. The lances land down to the ground, almost in front of the allied armies. The Dwarves of Erebor cheered with satisfaction as the allied armies, including Thranduil, look on in shock and confusion of how the dwarves could do something like that.

"Hey, how do you like me old twiddly widdlys!" Dain loudly laughed in amusement, doing his part to insult everyone, especially the elven king he despised. "Ha, ha ya buggers!"

After Combat Kelly was moving the Deadly Dozen back to Dale, Jason Sitwell quickly moves across a lot of warriors and soldiers, trying to reach to Simon Savage and the Leatherneck Raiders while the soldiers of Baker Company were coming fown the steps. However, he began to notice Captain Savage leading the Leatherneck Raiders towards where Dain's army was approaching.

"Simon, what the hell are you doing?!" Agent Sitwell called out to him.

"We're suppose to be on their side!" Captain Savage loudly replied back. "We're getting what we came for, Agent Sitwell! Before we do that, we're taking care of these hairy bastards!"

"You son of a bi***!" Agent Sitwell angrily shouted at him. "I'm giving you an order to stand down!"

Captain Savage ignored him and focused his attention on the enemy at hand. He then yells out his commanding order. "Company, move!"

"Da** it, Simon!" Agent Sitwell yelled at him. He then contacts Director Carter. "Director, we gotta problem. Simon is leading his company to engage the dwarves!"

"Oh that blithering idiot!" Peggy exclaimed in fury.

While Thranduil was ready to order another barrage of arrows, the Elven King delayed the order when Combat Kelly and every member of Baker Company line themselves in defense and prepare to fire their guns at the front of the allied armies. As the mounted Dwarf Riders were getting close, Simon Savage and the Leatherneck Raiders begin to raise their guns in defense and prepare to open fire once they got closer enough.

"Prepare to fire!" Captain Savage shouted, ready to give the order. "Three... two..."

Suddenly, a loud rumbling was heard all over. This caused Dain's armed forces to make a complete stop and grew silent as they turned to look on.

"What the hell is going on?" Agent Burgess asked, trying to figure out where this rumbling was coming from.

"I think the ground is collapsing," Elasti-Girl guessed while remaining in her giant size.

"Is that an earthquake?" Weezi asked, looking around.

Lady Sif, who was in a different spot, looks on in the sight of horror. "Were-Worms."

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, roaring like machines. Their mouths were described to essentially look like giant drilling machines, strong enough to crush the toughest rocks in their jaws. This was horrible for the allied armies to witness, but the most terrible thing was, Peggy could guess that the armies of the Dark Lord Sauron have just arrived.

"Oh my god, what on earth are those things?" Shamrock asked.

"I think we're out of time," Peggy murmured in the sight of horror.

Angie couldn't imagine what she saw. Being on an alien world was something, but what she couldn't believe in seeing that these massive were-Worms would burst out, crusing the rocks with their drilling mouths. "Ah, English, what do we do?"

Peggy didn't have the time to answer, but before she could react, the Were-Worms began to treat into the tunnels they had made through the mountains that were part of the Lonely Mountain. Dracula and his vampires look on to see what was coming. Azzuri readies his warriors to prepare to engage. Having their spears ready, they watch and wait until the time was ready to fight.

"If no one is going to do anything, its all up to me," Elasti-Girl sighed and looks down at everyone around, giving them a very happy grin. "Right." Then she raises her voice a bit as she begins to move through the armies. "Okay everyone, out of the way please! Big actress coming through!" She then asked herself in thought. "How do you say excuse me in elvish?"

---

On the very top of Raven Hill, Azog and his troops staioned there stood at the very top of the hill. Behind them were several massive contraptions made of wood, rope, and cloth. These contraptions were known to be signalling devices.

"Mua, Mua, Oishee!" (Come forth my armies!) Azog roared victoriously in black speech.

As Azog gives the signal, one of the wooden structures opens up in a particular position, and a horn sounds. Immediately, massive legions of Guldur Orcs, along with thousands of Goblin Mercenaries, dozens of Olog-Hai, hundreds of club-wielding Ogres, were pouring out of the tunnels the were-worms created for them to cross under the hills.

"So this was their plan all along," Whizzer said to his wife. "They were using those worms to create tunnels so that way we wouldn't know which way they were coming."

"Well, whatever that was, it was pretty clever, but they won't be clever for long," Miss America said.

"I think the enemy has arrived," Doctor Burlingame responded in shock.

"Peg, anytime now, otherwise will be sitting ducks," Agent Sitwell said, speaking directly through his walkie talkie.

"Yibambe!" (Hold fast) Azzuri chanted his war cry.

"Yibambe!" (Hold fast) Azzuri's warriors chanted their war cry.

"Ansaru bekar!" (Company weapons!) Dain yelled to his armed troops. "The hordes of hell are upon us! Fight to the death!"

Immediately, Dain's army begins to move forward and advance against the armies of Dol Guldur. About a mile away from the allied armies, King Azzuri and his army of warriors begin to advance first and openly charge against the oncoming enemy. At their leader's command, they suddenly stop and use their vibranium shields to build a wall with their vibranium spears pointing outward. The Orcs were running very fast, approaching towards the shield wall Azzuri formed. Suddenly, right as the enemy was about to reach the Wakandans, all the Brides of Dracula leap up over the shield wall from behind, wielding their swords, and begin raining down blows on the enemy. As the vampires press forward, Azzuri and his warriors raise their weapons and rush forward, cutting down a number of enemy soldiers.

It wasn't long when Dain and his army arrived to join the fray first. The Dwarven Cavalry crashes in and many soldiers were being bashed by the might of the armored goats. The rest of Dain's infantry follow from behind and battle Azog's armies with their axes, hammers, spears, and swords. Daniel Lyon and the Blackfoot Confederacy ride on their horses and gallop towards the enemy. Lyons, holding his spear tightly in his hand, yelled out his war cry as his horse leaps onto a sakaaran soldier. The rest of his forces follow him and crash into the enemy, using their skills to outmatch the enemy. The Sons and Daughters of the Scarab follow their leader Abdul Faoul, shouting their cries of war as they openly fight beside Lyon's army. Azzuri and his army also come along to join as well, and assist their allies to keep the enemy at bay. Azzuri used his spear to leap and land directly into enemy soldiers like a catapult. He spins his weapon like helicopter and delivers countless blows to every enemy he strikes.

Whizzer and Spitfire join in the fray as well, using their amazing super speeds to send a number of orcs flying around. However, that was when an Olog noticed and used his arm to whack Spitfire across the battlefield and lands into a river which was covered in ice. Her impact caused the ice to break and sunk into the water. Whizzer sped directly to the Olog that hurt Spitfire. He spins around to try and get the Olog dizzy. William Waring threw a lot of daggers that flew directly into a lot of Guldur Orcs. He even threw one right into an Ogre's eye, causing the massive creature to collapse to the ground dead. Molly Fitzgerald was having a lot of fun, by using her marshal arts skills by kicking and grabbing a lot of Guldur Orcs that were trying to overwhelm her.

"Sorry cowboys, but I've seen a lot worse," Shamrock grinned and continued to fight.

"Hold on babes, here I come!" Elasti-Girl shouted as she started running and then used her right foot to kick a Warg-Rider high up and landed on the ground. "Ouch."

Suddenly, Angie looks up and notices a small flock of Stonians that were flying downwards to her. Angie readies herself and uses her massive gigantic hands to swat them like flies. While more were still flying around her, Angie makes a weird look on her face and uses her hands to knock them aside. She then grabs one and throws it very hard like a baseball. Miss America flies down to help Angie and uses the might of her strength to take them down one-by-one. Angie then grabbed two wargs and threw them directly into a Olog-Hai that appeared out of one of the Were-Worm holes. She then turns to hear the sound of the horn once again.

"Idmi d' dum!" (Welcome to the Hall!) Dain loudly laughed as he continues to bash his enemies very hard with the might of his hammer.

"Hold the line!" Black Marvel yelled to his warriors, stabbing a Ogre in the head with his spear.

The Warriors of the Kinn-Lai, Dorwinion Legionnaires, and Easterling warriors of Wágath made their advance to fight off the Orcs as well and tried to drive them back into the tunnel, but many more kept on pouring out. Atop the eastern ridge, the same place where Dain and his army approached, more battalions of Orcs were charging downwards to surprise them.

"Ah s***," Combat Kelly murmured in disgrace and yelled out a commanding order. "Move forward! This way!"

Whizzer was the first to move in first, using her super speed to clash with the enemy, sending a lot of Azog's soldiers flying in different directions. Thranduil lead more than 5,400 Gilded Guards of Lasgalen to charge directlt into the enemy. Henry Casey and the rest of Dog Company run alongside the cavalry and together they crash into the enemy head-forward and do whatever they can to outsmart the enemy. Casey whacked an Orc with his gun and swung his sword directly into a number of soldiers, and the last one to be hit was massive Ogre that collapsed backwards. The Crusaders and the warriors of the Panther Cult all fought together in the heart of the battlefield. One Orc slew a Wakandan warrior, only for Azzuri to stab it in the gut. Marada Starhair was also in the battlefield, fighting beside the Crusaders.

All the Easterlings of the Wágath rally together in seconds. They all hold their shields tightly and lower their spears in front. They then move to forward slowly as the enemy advances down to them. A lot of Azog's soldiers were stabbed directly in the stomachs or chests by the sharp ends of the spears. Orson Randall led the Army of Thunder to hold off the enemy that were trying to breach Erebor. A number of them were killed, but had been fighting to keep the enemy at bay as much as they could. Even the soldiers of the Deadly Dozen and Liberty Legion were fighting in the middle of the battlefield and suffered light causalities as a lot were been slaughtered. A Dwarf Captain blows a horn, signaling Dain Ironfoot's war-chariots to strike forward against the enemy. The Dwarves on the war chariots gained the opportunity to charge into the orc lines and cut many of soldiers down. Combat Kelly and Baker Company follow the war chariots and shoot down a number of soldiers to weaken the enemy lines.

"Director, we have to retreat to the city," Agent Burgess insisted. "They're trying to cut us off."

Peggy turns to spot more and more of Azog's soldiers pouring out of the worm caves. As a horn was sound and the signalling device changed again, the rest of Azog's armed troops that had been waiting for the signal turn and march towards the city of Dale.

"Oh no," Peggy murmured in horror.

"My god," Agent Sitwell looked on in shock upon seeing massive Olog-Hai.

These Olog-Hai were much bigger than the other Ologs that had been fighting in the field. A group of them were also seen carrying wooden structures, such as catapults on their back. They march along with Azog's troops towards the city at a very slow pace due to the weight of the catapults. On top of the catapults were Goblins that were busy setting up the catapults during the march.

"Everyone, fall back to the city!" Peggy shouted.

Abdul Faoul led all the Sons and Daughters of the Scarab and Hugh Bradley leading his warriors of the Vulture Tribe to retreat back to the city at once as the monstrous Olog-Hai were getting really close to the city, despite being slow. Upon their approach, they make a complete stop at a rise overlooking the city. Standing in a line, they bend over and plant all four legs on the ground, thus making their backs horizontal. The goblins began to load the catapults with large chunks of boulders. They wind up the gears of the catapults. At a signal from their Darbian Officer, who strikes the ground with his mace, the catapults are released, and the rocks fly over the air towards the city, smashing directly into towers, destroying everything they hit.

"Move it boys!" Combat Kelly yelled at his men. "On the double!

At a rapit pace, Kelly's men take out several bazookas at an opening. They quickly load their weapons and aim directly at the Ologs with the catapults.

"FIRE!" Combat Kelly yelled out his order of command.

The men release the missles from the bazookas and were successful in destroying every single catapult. The goblins were hit by the impact of the missiles, sending a lot of them flying everywhere. Azog looks down in fury, but wasn't willing to let them win the battle, for his armies were moving around in every direction to overpower the allied armies of Rhovanion.

Peggy rides across a bridge into Dale, but sees that battalions of Guldur Orcs were trying to get in from another area. The Stonians themselves were flying everywhere, in which Peggy's were shooting them down with their guns. Very few Stonians shot down a few S.H.I.E.L.D. with their spears or arrows.

It wouldn't be long when a massive Olog, that had a giant triangle-shaped rock strapped to his head, was running up to the wall and was about to smash it headfirst, but before that could happen, Angie pulled the Olog, trying to prevent it from the wall. She landed a single punch, hitting it across the face.

"Not so fast, handsome," Elasti-Girl hastily said, making a joke to insult the Olog. "Oh wait your not."

The Olog roared at her face.

"Eww, do you even brush your teeth after you eat?" Elasti-Girl asked, looking disgusted by the breath. "You won't be able to fit in broadway shows."

The Olog charged towards her and gave it a kick. That was when another Olog came right at her from behind, but Angie was fast enough to avoid its strike and kicked it in the back. However, she was too late to prevent the other Olog from using triangle-shaped rock to smash the wall. With the wall knocked down, the Olog was knocked out also and fell to the ground.

"Oops," Elasti-Girl looked on in shock.

Angie may have the ability to change her size, but she wasn't fast enough to prevent many of Azog's soldiers from rushing into the ruined city. Screaming and gunshots was heard in every part within the ruined city, as dozens of soldiers were entering the houses and killing whatever person they could find. Chaos was erupted in every corner of the city as the rest of the defenders were all doing their part in fighting to keep the city's citizens from being slaughtered. Peggy entered the city, but saw hundreds of Azog's soldiers moving towards them. Without hesitating, she loads her Thompson machine gun and fires at a lot of soldiers. That was when she was joined in Bruce Bravelle, Carl Burgess, Silas Burr, Ed Cabot, Patrick Carney, Jerry Carstairs, Shanga Fia Delph'goram, Marla Drake, Rex Fury, Rosalind Hepburn, Ruth Piraud, Peter Kazantis, Spencer Keen, Kevin Marlow, Skip McCoy, Mary Morgan, Timothy Mulrooney, Robert William Paine, Benjamin Ruff, Jason Sitwell, Michael Skouras, Jack Smithers, William Joseph White, and Chuck Wilson, who then fight off the enemy.

In a different corner of the city, many enhanced soldiers of the Specialized Unit, Enhanced Soldiers were riunning around to defend the city while Weezi and Doctor Burlingame managed to reach the city in time and were both moving through a crowd of screaming townspeople flee that were running, hiding, and trying to find a place to take shelter while the soldiers and warriors of the Allied Armies were doing their job to defend them from the enemy. That was when they spot Sigrid and Tilda, Bard's daughters, running from a group of Orcs that were chasing them. As the two girls ran around a corner, the lead orc made an attempt to strike at them, only for Weezi to leap down from a broken building shot it with her pistol. The other orcs ran at her, only for Doctor Burlingame to emerge from behind and did his part in striking them with a sword. One Orc tried to shoot Doctor Burlingame with a crossbow, but was struck down by Bain, Bard's son and heir to the throne of Dale.

"You girls okay?" Doctor Burlingame asked.

"Yes, thank you," Sigrid thanked him and Weezi.

"C'mon, let's find your dad," Weezi insisted.

Together, Weezi, Burlingame, Bain, Tilda, and Sigrid round a corner and see Bard fighting further up the lane with his garrison that were holding the line from the enemy, uphill from them.

"DA!" Sigrid shouted.

"Da! We're down here!" Tilda called out to him.

"Here!" Bain yelled, waving his hand.

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 his children, Weezi, and Burlingame, throwing a man a feet away with a single blow of his mace. The Ogre sees them and growls. Weezi and Burlingame quickly stand in front to shield the children to protect them from the Ogre. As for Bard, he was too far away to reach them in time, and he looks around frantically. As the Ogre approaches them, 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 Weezi and Doctor Burlingame first, but pauses in surprise when it sees Bard hurtling toward it in the cart.

"EVERYONE DOWN!" Bard yelled.

"Get down!" Weezi yelled, grabbing hold of Sigrid and Tilda.

Weezi, Burlingame, Bain, Tilda, and Sigrid quickly throw themselves to the floor as the cart bounces over them. It then smashes into the Ogre and sends it flying backwards. The impact caused Bard to be thrown also, but directly towards where the Ogre was hit. He fdrew his sword in front and stabbed the Ogre directly into its heart.

"Now that was close," Doctor Burlingame sighed in relief.

Weezi walks over to Bard with a smile and offers her hand. "Thanks for that. Didn't know you would come up with a plan like that."

"It was the only way to get to them," Bard admitted. "Please, can you and your friend get my children to safety."

"Got it," Burlingame complied.

"Will get them to safety," Weezi promised.

---

In the open fields, the battle was taking place everywhere. The Allied Armies did whatever they could to defend the slopes from Azog's armies, but there were more Orcs and Goblins that continued to pour out of the Were-Worm caves to overwhelm them. Elizabeth Barstow, Bruce Dickson, Olalla Dickson, Brian Falsworth, Robert Leslie Frank, Gulliver Jones, Madeline Joyce, Aleksey Lebedev, David Mitchell, Peter Noble, Gwendolyne Lou Sabuki, and Mark Anthony Todd were all fighting together like every member of the Invaders had done as a team during World War II. Dracula chopped an orc in hald with his sword and swung his hand to send Nicanthan away. He then focuses on a massive Olog that was wrecking havoc towards allied soldiers defending the slopes. The Vampire King made a very long leap and used the pointy end of his blade to slice it all the way from the head and the back. Azzuri stabbed an Ogre from behind and then leaped directly on a massive Olog that was 25 feet in height. He climbed all the way to the head plunged his spear directly on weak spot, killing it.

Whizzer continued to take down as many enemies with the power of her hyper-speed. As she ran, a very large ogre, who didn't notice her coming, swung his club very hard which sent her flying backwards and landed on the ground hard. Thomas Halloway, using his Cape of Mercury to make him fly, was using his pistols and knives altogether to take down as many Stonians. He threw one of his eyes directly into a Stonian's left eye and aimed his pistol at a another coming at him. That was when one grabbed him from behind and tried to tackle him, only for the Cape of Mercury o cover his head, giving Halloway a chance to break free. After the Cape removed itself off the Stonian Ambusher, Thomas shot it with his pistol. He then focused his attention on Raven Hill and sought to stop the Defiler, but before that could happen, several Stonians grabbed him and tried to keep him away.

Orson Randall, Karl Kaufman, Rene Duquesne, Gordon Dare, and Hugh Dare were fighting a sheer number of Azog's soldiers near the gates of Erebor. One Sakaaran soldier tried to climb up a rope that was left, but Kaufman threw a dagger which killed the soldier. Gordon and Hugh Dare were both fighting, trading their swords by tossing them after killing every soldier.

"You guys keep holding the line," Orson said to his fewllo teammates. "I have some business with the Mad Dwarf King."

"What'a gonna do, give him an apology?" Phantom Eagle asked, scoffing.

"Not even close, Kaufman," Orson said, running to the rope and began to climb up the wall.

Jay Little Bear was shooting down many orcs with arrows, but that was when Ogre whacked him very hard with his club, sending his flying and falling on the ground dead. Even his friends Michael Miller, Donald Sample, and Larry Wagner were also killed in the fight, but had been successful in killing many Orcs they could.

William Nasland was riding on a horse near the Freedom's Five were, slashing a number of soldiers with his sword. Faoul had been firing concussive bursts of mystical energy at a number of Azog's soldiers. Having dodged a number of strikes, using the might of his superhuman strength and durability to punch and kick any that tried to stop the mighty warrior. Nasland rode beside Faoul and helped Thranduil, who was trying to break free from a crowd of soldiers that were trying to overwhelm him.

"Hang on, your highness!" Captain Nasland cried, making a suicide leap to save Thranduil.

Despite Nasland not a enhaned super-soldier like Captain America, he was still hero to be known to the United States, in which he used abilities to fight off the soldiers. Suddenly, an arrow landed directly on the left side of his muscular chest. Nasland landed on his knees, but he wasn't giving up. He pulls the arrow off his chest and threw his shield directly into an Orc archer who shot him.

"Gotcha," Captain Nasland breathed hardly after killing his enemy and continued to fight. He looks around and sees that so many of Azog's forces were still moving in and trying to overpower allied forces.

"Hold the line!" Combat Casey yelled, smacking an Orc directly in the face.

Dain rides on his boar, bashing a number of soldiers with his hammer, shouting in khuzdul. "Baruk Khazad! (Axes of the Dwarves!)

"Show off," Whizzer murmured in remark and continued to super-speed like he does.

"Tag," Spitfire laughed as he tagged Whizzer as she ran past him at an incredible speed, taking down more soldiers.

"Khazad ai-menu!" (The Dwarves are upon you!) Dain yelled, smacking a Sakaaran and Achernonian on both sides. "Ihgir ni-hu!" (Right into him!)

As more and more soldiers of Azog's armed forces continue to enter the city of Dale, Thranduil and his warriors had just crossed one of the bridges to reach the city. With his warriors behind, Thranduil's elk tramples a lot of Azog's soldiers. The elk lowers its horns and spears five orcs at the same time, lifting them up so that Thranduil can behead all of them with one swing of his sword. As they thunder into the city, the elk is killed by multiple arrows to the chest. As it falls, Thranduil leaps clear and rolls. He comes up from his roll to find himself surrounded by enemy soldiers. He holds out his sword and begins fighting them, soon reinforced by his warriors along with Montgomery Ford and the Gondorans that rushed in to come to their aid. Members of Baker Company made a sudden retreat to the city of Dale

"C'mon!" Peggy yelled as she and her allies rush in to help Zirros and his people. She fires her machine gun, taking down a number of soldiers.

In the plains in front of Erebor, the rest of the allied forces are being driven back by the massive number of soldiers in Azog's army. Nasland had been fighting his way to keep the enemy back, but since there were too many, he was suddenly stabbed in the chest by an Orc spear. The hero didn't give up fighting as he gave the soldier a big head-butt and stabbed him with his sword. He took out the spear from the chest and held on to it as he felt a lot of blood coming out his chest. Falling to his knees, Nasland looks around as if everything was slow now and could see a lot of defenders getting killed in the battle. That was when Azzuri strides over to him.

"Captain Nasland!" Azzuri shouted. "Can you stand?!"

"I..." Captain Nasland responded, barely speaking as he starts to collapse onto Azzuri's arms.

With his warriors around him, Azzuri continues to hold Nasland in his arms. Azzuri could tell that Nasland wasn't going to make it, but that didn't mean the noble Wakandan King wasn't going to leave him.

"My friend, its time to rest," Azzuri calmly said.

"And that I will," Captain Nasland slowly breathed out his last words and succumbed to his wound.

Azzuri quickly took his body somewhere out from the battlefield and placed him on a flat surface of rock. Paying his respects to him, the Wakandan King hovered his hands to cover Nasland's eyes.

Dain had just continued to take down many more soldiers, but that was when two soldiers manage to kill Dain's war pig, stabbing it in the chest with their spears, causing Dain to fall off, losing his helmet, but that didn't mean the angry Dwarf Lord wasn't going to give up without a fight.

"You buggers!" Dain cried, striking down a number of soldiers from left to right with his hammer and even headbutting them. As he continued to fight, he began to wonder where his cousin was and that he should be here to help aid in the battle. "Where's Thorin?! We need him! Where is he?"

---

Meanwhile, in Erebor, Thorin is merely sitting on the throne alone without even saying word. That was when Orson, who had just climbed up the rope Bilbo had left, walks towards the throne to meet him.

"Why are you here?" Thorin grimly asked.

"You know why," Orson scoffed. "Or why you are so blind to not even think about your people. You sit there alone, thinking about treasure while your men are fighting to protect your home. The Kingdom of Durin. You should know that an Iron Fist was involved establishing this magnifient wonder. These halls maybe old in a way, but sometimes they can be rebuilt. They can only be rebuilt as long as many more dwarves can come back and do their job. But there won't be many at all. Your people are dying outside your gates. Honored veterans that fought for your forefathers.'

"There are halls beneath halls within this mountain... places we can fortify," Thorin answered immediately after taking a long moment of silent after Orson explained about his people being sluaghtered.

Orson believed he managed to get through to him, but at that moment, his face changed to disappointment.

"Shore up, make safe. Yes…" Thorin said, thinking he was doing something that could protect Erebor. "...Yes - that is it. We must move the gold further underground - to safety!"

"It seems to me you didn't hear what I said, your grace," Orson sighed, but remained in a calm voice, despite how annoyed he was that the Dwarf King was thinking about the treasure rather than his people. "Your cousin is calling for you. He needs you Thorin. Lady Sif needs you. Gandalf needs you. They'll need you Thorin."

"Many die in war, and life is cheap," Thorin said. "But a treasure such as this cannot be counted in lives lost. It is worth all the blood we can spend."

"So is this how you treat your people and your friends as if they're nothing to you," Orson said, closing his eyes for a bit. "You keep the ones inside where they wait in thought, thinking that they're forsaking their kin and friends outside the gates. Very soon, they will question, claw for breath, and they'll probably meet their fate. Tell me, why do you sit here in these vast halls, with a crown upon your head, and yet you are lesser now than you have ever been."

"Do not speak to me as if I was some lowly dwarf lord…" Thorin started to feel mentally affected. "As-As if I were still...Thorin...Oakenshield. I AM YOUR KING!" He roars and pulls out his sword. As he does, he felt so unbalanced, as if the weight of his sword was pulling him back and almost fell over the edge, only for Orson to be fast enough to pull him back.

"You are a king," Orson said. "You will always be a king. A great king. Noble, filled with compassion and honor. This is who you are Thorin and I know this sickness, what ever it is, can never remain with you forever. You don't see it... but I can."

"What do you see?" Thorin asked, sniffing in sadness.

"Something that is clawing to get out," Orson answered with a slight smile and turns to leave the throne room.

This left Thorin Oakenshield mixed with grief and anger, but the only thing he could see is himself. He began to question himself and start to understand that everything Orson was telling him as true.

---

As Azog's armies were lining up by rank together, Dain quickly rallied all his surviving dwarves to set up a desparate shield wall in front of the moat by Erebor's gates. Along with the Crusaders and Liberty Legion, Azzuri and his warriors of the Panther Cult join together with the Dwarves, passing in their line defenses, holding their spears out front, and yelling their war cries. The Crusaders point their swords and their shields in front to be ready for a counter-attack. Karl Kaufman, Rene Duquesne, Gordon Dare, and Hugh Dare stand close together. Master Lei Kung assembled his warriors in the Army of Thunder right near the right side of Erebor's main gate. Roger Aubrey, Roger Dicken, Wendy Hunt, Thomas Lovejoy, and Patrick Mason were also present while gathering together to make the immediately strike against Azog's forces.

"Move it!" Combat Kelly yelled towards his soldiers of the Deadly Dozen. "Push back to the mountain!"

Daniel Lyons and the Blackfoot Confederacy riders have all been riding around in trying to dismantle many more of Azog's soldiers while Dracula and the vampires kept on fighting. Thranduil and his army were in a different part of the battlefield, but they couldn't reach the other armies. The Warriors of the Kinn-Lai and Dorwinion Legionnaires were also fighting off as many soldiers that were breaching the city of Dale and couldn't get back to help. Members of Dog Company, including Combat Casey, were surrounded, but were not planning to surrender since the enemy never shows mercy by taking in prisoners. Simon Savage had been leading the rest of the Leatherneck Raiders up the stairs and managed to rush into the mountain to get their loot. Lady Sif of Asgard was nowhere to be seen, so it seemed she may have left to get help.

Dain, Azzuri, and Lei Kung took their moment to have their forces to prepare for incoming enemy forces that have all been lined up. Several heavily armored Lesser Ologs, who were not as big than the other ones that were twice as tall then them, shoulder their way to the front of the enemy ranks, swinging their hammers and landing them hard on the ground as a sign that they were wanting to smash them all to pieces.

Just when the sound of the signalling horn was heard, it was the sign for Azog's soldiers to begin their march forward. That was when suddenly, another trumpet was heard.

"The hell is this?" Phantom Eagle asked, wanting to know where the sound was coming from.

Everyone were all looking around in confusion, but that was they began to notice a dwarf standing on top of the wall. It was Bombur the Dwarf, who was blowing a horn. As he continued to blow, the barricade of rocks in the gateway of Erebor was suddenly smashed outward as it is hit from inside by a giant golden bell that the dwarves had hung up. The rocks fall forward and make a rough bridge across the moat. Along with Orson Randall, Thorin and his army rush out and join the ranks of the allied armies.

Dain begins shouting to his troops. "TO THE KING! TO THE KING!"

"Du Bekâr!" (To arms!) Thorin yelled in khuzdul.

Immediately, Thorin leads the way as everyone within the allied armies that were close to the gates of Erebor form a very huge wedge behind the Dwarf King. They then smash their way through the enemy ranks, joining with Thranduil's army and helping Faoul and his warriors. Dracula and his vampires climb the wall of Dale and openly ambush a lot of Azog's soldiers that were atop.

"Where is Lady Sif?" Orson asked, noticing that she wasn't around fighting in the battle.

"Je ne sais pas," (I don't know.) Rene Duquesne answered, shooting a Sakaaran in the head with his weapon.

"Maybe she abandoned us," Gordon Dare guessed.

"No, maybe she's trying to get help," Orson assumed if that was the case.

"Well, I hope I know what's she doing cause I didn't sign up for this s***!" Phantom Eagle shouted.

The mighty Thunderfist kicks a massive Ogre in the shin and collapses to his knee in agony, allowing Gloin to swing his axe to finish him off. Spitfire had just arrived in the midst of the battle where she avoids getting hit by massive Olog hammers. The Ologs tried to smash her, but everytime, she uses her speed to avoid them. Orson's fists glow and punches a number of soldiers very high off the ground. Whizzer had been fighting off many orcs with the use of his super-speed while his wife was flying around taking down many Stonians. Azzuri was seen helping Bruce Dickson taking down a number of soldiers that were trying to reach the front gates of Erebor. As for Bombur, he was knocking down a few Orcs down with his flail and used his obese strength as he jumped to kick an orc in the chest and then fall on him.

Bofur went to help his brother up without hesitation. "Come on, Bombur! Get it up!"

"BOFUR! HERE!" Nori yelled.

That was when Bofur noticed that Nori was in trouble when a Sakaaran soldier was trying to tackle him down. The dwarf looked sideways in trying to rescue his companion. That was when he found an axe from a dead orc and threw it into the Sakaaran's forehead. killing it instantly.

"Nori, help!" Ori cried for help.

Nori heard his brother immediately and the took the axe out and threw it into a Guna. The Guna collapsed to the ground dead just as Ori was quick enough to take the axe out. He then turns to Bofur and throws right back to him. Bofur was very quick to grab the axe and looked at it in surprise and confusion. That was when a massive Olog tried to advance on Thorin, only for Angie Martinelli to appear and save the dwarf king's life.

That was when another Olog appeared in the midst of the battle, using its maces for hands, with an armored orc on top that was controlling the amputated beast like a parasite. The Blind Olog, with the mounted orc controller, was causing havoc, using its maces to smash down a number of allied soldiers and warriors alike. Several Wakandan warriors threw spear at the beast, but to no affect. That was when Marada Starhair and Patrick Mason noticed the blind olog approaching their direction. While Marada ran to help Thorin, the mighty Thunderfist leaps onto the Blind Olog and climbs at the very top of its head and then shoves the armored Orc off the platform. Now that he was in control of the amputated beast, he uses it to smash its way through Azog's forces.

Elsewhere across the battlefield, Thorin had just finished defeating an orc until he began to notice his cousin, who was not even far away from him.

"Dain!" Thorin called out to him.

"Thorin!" Dain responded back loudly for his cousin to hear. "Hold on! I'm coming!"

The two cousins couldn't embrace each other since they were nearly surrounded by enemy soldiers and to take them all down first. They continue killing more soldiers that tried to advance on them, all the while getting closer to each other. Azzuri led a group of his warriors to take down as many surrounding soldier in Thorin and Dain's position, giving the two dwarves to reunite with each other.

"Hey cousin, what took you so long?!" Dain asked, giving Thorin a proud and honorable hug. "There's too many of these buggars, Thorin. I hope you've got a plan."

Thorin looks up and sees the hilltop on which Azog's wooden machines and signalling orders. "Aye - We're going to take out their leader."

"Azog," Dain whispered in realization on what his cousin planned to do. "Is this your plan?"

Thorin strides forward and mounts a large armored goat and gave him a serious look on his face. "I'm gonna kill that piece of filth!"

"Thorin you cannot do this, you are our king!" Dain pleaded with reason on the mission.

"He's right," Azzuri agreed. "You cannot face that monster on your own. You'll be killed in seconds before you can reach to the very top of the hill."

"I won't do it on my own," Thorin said.

"Really, then how do you plan to fight your way singlehandly to Raven Hill?" Dain asked that very seriously.

Thorin grins just when Balin arrived with Dwalin, Gordon Fitzwilliam Dare, Hugh Fitzwilliam Dare, René Duquesne, Fili, Karl Kaufman, and Kili, who on a massive war chariot with ten mountain goats. That was when they were joined by 200 Wyrm Slayers and 100 Dwarven Veterans of Khazad-Dûm, all who were mounted on Mountain Goats that were given to them to aid Thorin. Over 1,500 Warriors of the Kinn-Lai and 1,000 Easterlings of Wágath were mounted on their horses, ready to join in the fight on Raven Hill. Even 900 Crusaders, 800 Sons and Daughters of the Scarab, 700 soldiers of Dog Company, 500 soldiers of Deadly Dozen, 450 soldiers of Baker Company, 400 warriors of the Blackfoot Confederacy, 300 Gondorans, 200 warriors of the Vulture Tribe, 150 Brides of Dracula volunteered to accompany Thorin.

"Looks like there's no room for you Randall," Phantom Eagle chuckled.

"Don't worry, I'll see you guys up there," Orson promised. "But not alone. I'm sending 3,700 of Master Kung's top ninjas to meet you there."

"And I'll take 1,800 of my warriors to help you too," Azzuri said. "The rest will do whatever they can to hold off the enemy once you deal with the Defiler."

"Thank you," Thorin said, feeling appreciated by all the help. "And please forgive me. I would never wish to start a war against my old friends and allies."

"That was in the past, noble king," Azzuri grinned. "But right now, you have a war to win. Your kingdom is threatened by the enemy that wants to take it away."

"So what will happen next?" Marada asked, joining them too after she finished killing an orc.

"Once we give an opening, that will be your sign to move forward," Thorin instructed.

"Well, its been a while since I've done this," Balin recalled of a time that he use to drive a war chariot.

"Wait, are you telling me you haven't done this for god knows how long?" Silver Squire asked nervously.

"Of course, it reminds me back in the battle of Moria," Balin recalled.

"To Raven Hill!" Thorin exclaimed, leading the charge.

"Hold tight lads!" Balin called as he drove the chariot to follow Oakenshield towards Raven Hill.

"You're all mad bastards, but I like it!" Dain remarked as he watched them ride off at a very rapid pace. "May Durin save you all!"

Thorin leads his small cavalry to cut down a massive armed battalion of Orcs just as the Balin moves the war chariot to smash its way through. The Warriors of the Kinn-Lai and Easterlings of Wágath also crash into the enemy and cause a large amount of orc causalities. This gave the other small armies to run into the opening and run their way to Raven Hill. That was a flurry of arrows landed directly at a massive battalion of Azog's soldiers before Thorin could crash into them. The arrows came from a battalion of Light Elves that remained. Thorin couldn't look back as his goat kept on bashing into enemy soldiers.

While The goats that pulled the chariot smashed their way through the enemy just as Dwalin was using an arrow mechanism to fire arrows, which were made out of solid metal, directly into enemy soldiers, killing one by one. Rene quickly reloaded his weapon and fired at a several soldiers while the Dare Brothers, who were on each side of the chariot were slashing a number of soldiers that were trying desperately to climb the chariot. That was when a group of Ogres were running forward in an attempt to bring them all down.

"Watch out!" Phantom Eagle cried out upon seeing the Ogre approaching. "Big boys dead ahead!"

Balin saw them approaching, but he didn't bother to turn away. Instead, he rode the chariot over a hill, causing the spiked wheels to hit every single Ogre, cutting their heads off.

"I don't who you are, but you are big genius," Silver Squire remarked on Balin's skill.

"Eyes front lads!" Balin called, noticing a very huge Olog with blades for arms was making its way to attack the chariot.

"Turn!" Sir Steel cried.

Balin was quick enough to swerve the chariot away to avoid the charging Olog-Hai, causing the Olog to lose his balance and collapse. As the chariot rides down the hill and made its way to the icy river, the group turn to notice the same Olog that was now in pursuit of them. The blade armored Olog makes a huge leap and crashes into the icy river. Balin tries as much to put the chariot into speed while the Olog was smashing its way through the ice.

"Bring it down!" Dwalin yelled. "Shoot it!"

"Goûtez cette brute laide!" (Taste this you ugly brute!) Rene Duquesne shouted in french, aiming his weapon at the pursing Olog. He fires every bullet, trying as much to slow it down, but no effect, the massive giant kept on following them. "Monsieurs... I'm all out!"

"Dam it just shoot it!" Phantom Eagle shouted.

"Where?!" Kili loudly asked.

"Aim at his jambags!" Dwalin told him very to aim.

Kili turned to Dwalin and yelled in response. "It doesn't have any jambags!"

"Look out!" Phantom Eagle cried out when the massive Olog was coming closer.

Seeing its hand about to grab the chariot, Kili fired an arrow directly into the center of the olog's hand, causing the massive Olog to gasp when it felt the pain. However, the Olog continued to pursue them.

"Move it!" Dwalin shouted.

"Hold on lads, I'm coming!" Thunderfist yelled as he continued to ride on the blind, amputated olog.

"I don't believe it!" Fili cheerfully cried.

The Thunderfist was in better control over the blind amputated troll, controlling the creature to swing one its maces into the blade armored Olog. The blade armored Olog wasn't amused by this and pulled them down onto the ice as they continued to duel as the group cheered and moved on. Bofur took this chance to aim the other mace directly into the blade armored olog's head.

Balin continued to move the chariot forward towards a bridge, but they soon realized that another Olog had just appeared and began to lift the bridge filled with a number of Azog's soldiers. Some of the soliders were trying to keep their balance while those were falling down, landing down very hard on the rocks or the ice. Not wanting to turn back, Dwalin fired into the Olog, using the arrow mechanism fire several metal arrows.

"Come on you hairy hedgepig!" Dwalin shouted as he fired three more shots.

The shots caused the bridge lifting Olog to fall backwards dead with the bridge still in its hands. The soldiers that were still on the bridge fell to off the broken bridge. The group within the chariot cheered again, but their chance of victory was cut with two hungry wargs appeared.

"Big wolves!" Sir Steel shouted.

"Wargs!" Kili called.

The two snarling wargs began to leap on two of the goats, killing them which left eight mountain goats left to pull the chariot. That was when several Warg riders were now riding in every direction to stop the war chariot.

"Hold tight lads!" Balin called to his teammates just as he moved the chariot around.

Gordon Fitzwilliam Dare, Hugh Fitzwilliam Dare, René Duquesne, Dwalin, Fili, Karl Kaufman, and Kili were all doing whatever they could to keep the enemy of their tail, but no luck. One other warg snatched another goat, leaving seven more to pull the chariot.

"There's more coming in every direction!" Kaufman shouted, looking back to see more wargs and warg riders catching up to them.

"We're pulling too much weight," Dwalin growled. "We won't make it."

"So what do we do?" Silver Squire asked.

"Cut the tracers," Balin order. "Go, ride them to Raven Hill. Thorin is almost to the bridge. He cannot do this alone."

"No Balin," Dwalin pleaded, holding his brother's hand.

"I believe my goat riding days are over," Balin said, giving him sad happy face altogether. "Durin be with you brother. Now go! Hurry!"

Complying with the order, Fili and Kili were the first to jump onto two goats which separated from the chartiot as it continued to ride forward. The Dare brothers came each other a nod and the two jump on the mountain goats themselves. After they cut the tracers which was slowing the chariot a bit, René Duquesne, Karl Kaufman, and Dwalin were the last to mount on the goats and then separated from the war chariot, leaving Balin to hold off the enemy himself. Immediately, they ride off to follow Thorin, who was already riding across a bridge with the rest of his volunteers.

"Onwards!" Thorin yelled.

"Lead on my king!" Dwalin loudly replied as he and the others follow Thorin.

---

Back in Dale, Gandalf watches several spear defenders and archers kill a massive Olog. The Olog collapsed and landed behind to crush a number of soldiers. Gandalf and his hobbit companion Bilbo Baggins manage to meet up with Peggy Carter, Jason Sitwell, Rex Fury, Calvin Burlingame, Benjamin Ruff, Spencer Keen, Marla Drake, Shanga Fia Delph'goram, Bruce Bravelle, Louise Grant Mason, William Joseph White, Ed Cabot, Kevin Marlow, Ruth Piraud, Patrick Carney, Peter Kazantis, Timothy Mulrooney, Robert William Paine, and Thomas Halloway.

"We may yet survive this," Gandalf stated in thought.

"Don't bet on it, cause the city is still being infested by these savages," Miss Fury reminded.

"Not for long, there's still a chance to keep the enemy at bay," Peggy said and turns to Rex. "Agent Fury, what's the status?"

"The Gondorans and the rest of the SUES managed to keep every corner of the city intact, we're holding them back as long as we can, but more keep coming," Agent Rex informed.

"Do whatever you can," Peggy instructed him.

"What ever you say?" Agent Rex complied.

Bilbo was seen running until he began to notice something from the distance and called. "GANDALF!"

After Peggy just finished shooting an orc ambusher, she follows Gandalf to where Bilbo is, standing at the wall and watching Thorin Oakenshield, Dwalin, Fili, Kili, René Duquesne, Karl Kaufman, and the Dare Brothers riding up a spur of the mountain to where Azog is. They even see that they're been followed by a small force of volunteers that accompanied them to ruined outpost.

"It's Thorin!" Bilbo exclaimed.

"What are they doing?" Peggy asked.

"They're riding up to Raven Hill to cut the head off the snake," Gandalf answered her question.

That was when two elves were riding across the city on a horse together, killing and slaying a number of Azog's soldiers. They come to where Gandalf, Peggy, and Bilbo were standing. Their names were Legolas and Tauriel.

Legolas was the prince of the Woodland Realm of Mirkwood. His grandfather, Oropher, was of the Sindar of Doriath, and his father Thranduil was king of Mirkwood. Although he lived among them and in their culture, Legolas was not fully of the Silvan Elves. As a son of the Elven-king Thranduil, who had originally come from Doriath, Legolas was at least part Sindarin Elf, as his mother's identity is completely unknown. This is complicated by the fact that a small minority of Sindarin Elves ruled the predominantly Silvan Woodland Realm of Northern Mirkwood, a minority to which Legolas belonged. The Sindarin minority in that realm, who should have been nobler and wiser than the Silvan Elves can be seen as having "gone native" at the end of the First Age: after Morgoth was defeated and all of the grand Elf-kingdoms of Beleriand were destroyed, they can be seen as going back to "a simpler time" in their culture. Like all elves, Legolas had a great respect and appreciation for nature. While in Fangorn Forest he longed to return once more in order to explore its wonders more thoroughly. He was kind, and cares greatly for his friends, even Gimli the Dwarf, though it was a rarity for Elves and Dwarves to express a liking for one another because of their feud. Due to his age, however, he sometimes seemed rather patronizing toward the mortals around him

Tauriel was a captain of Thranduil's Elven Guards, Tauriel is a professional in the military and leads the Woodland Realm's armed forces. Her parents were killed by orcs when she was younger and it is hinted that Thranduil looked after her since then. She is a young elf, around the age of 600, and is insightful into the changing nature of Middle-Earth. In contrast to Thranduil's portrayed isolationism, Tauriel is interventionist and recognizes the growing evils of the world and the need to eradicate them. Moderately effective in infantry combat, she is proficient in both archery and hand-to-hand combat. Her primary weapons are a reflex bow and two long daggers. She is shown to be an adept archer and marksman, with elvish reflexes and accuracy. She can simultaneously wield her bow and knife in combat, and can fire an arrow quick enough to intervene with the passage of a slower Orc arrow. She is also shown to possess some medical knowledge, being able to treat wounds from poisoned weapons. As a native of the Woodland Realm, she is also a capable tree climber.

"Gandalf!" Legolas called to him.

"Legolas... Legolas Greenleaf!" Gandalf responded immediately in joy upon seeing one of his old friends.

"There is a second army!" Legolas informed the news. "Bolg leads a force of Gundabad Orcs. They are almost upon us!"

"What?!" Doctor Burlingame exclaimed.

"Another army?" Weezi sounded horrified upon hearing that.

"Yes, their numbers far beyond ours," Legolas told them.

"This battle is merely diversion," Peggy stated. "If they come across us, we could be overwhelmed and a lot of us will die."

"This was their plan all along," Gandalf said. "Azog engages our forces, then Bolg seeps in from the north."

"Wha...the north...where is the north, exactly?!" Bilbo demanded a specific answer.

"Raven Hill," Gandalf answered as he turns and strides over to the parapets to look at the hill where Thorin and his companions went.

"Raven hill... Thorin is up there!" Bilbo exclaimed. "And Fili and Kili - they're all up there!"

"Thorin needs to be warned," Peggy hastily said. "He has no idea what the hell he's about to come at."

"Then its all up to you," Gandalf declared whats at stake. "Warn Thorin before its too late."

"And that's exactly what we're going to do," Peggy agreed to the plan, but changed the subject. "Speaking of which, where is Lady Sif?"

"She should be here," Doctor Burlingame said. "What happened?"

"Sif will return," Gandalf calmly answered their questions. "But right now, you all must warn Thorin before he falls."

Peggy turns to Weezi and instructs her. "Weezi, get Agent Fury on the line, and have send an important distress call immediately."

"What about you?" Weezi asked.

"Something bloody reckless that I've always done in my life, so let's not argue, just do it exactly what I instructed you to say," Peggy said.

"Whatever it is, don't get killed cause that will break your lover's heart," Weezi smiled.

"Don't even say it," Peggy sighed, annoyed.

"I'll go with you," Agent Sitwell said.

"No," Peggy refused to let him consider that.

"The rest of our enhanced companions may not get up there in time with these armies coming about in every direction, but we can have one go if we save Thorin," Agent Sitwell suggested as he continued up with his plan.

---

Shrouded in mist, Thorin Oakenshield, Dwalin, Fili, Kili, René Duquesne, Karl Kaufman, and the Dare Brothers were leading their small army to engage many of Azog's elite guards that were protecting the ruins and ambushing them near the frozen river from Azog's stronghold. Rene kicked an Orc in the chest and shot it directly in the head. Fili, Kili, and the Dare Brothers were in a circle slicing a number of soldiers. Thorin Oakenshield and Karl Kaufman both teamed up to take down a very large Ogre. After Thorin used his sword to slice it, this gave Kaufman the chance to push the Ogre in the stomach. The Ogre lost its balance fell very hard on the frozen river. The ice couldn't give its weight and the Ogre sunk down in the water just as the ice was cracking a bit.

While the rest of Thorin's elite volunteers were moving up north to engage many more Guldur Orcs, Goblin Mercenaries, and Ogres, Thorin Oakenshield, Dwalin, Fili, Kili, René Duquesne, Karl Kaufman, and the Dare Brothers look out across the river at the ruins in which Azog was last seen. However, there was something at midst and confusion stired around their faces. Azog wasn't there at all. The only thing there was only his wooden signalling machines that visible through the mist.

"Well, where is he?" Phantom Eagle asked, looking around to get a good look.

"Well, it looks empty to me," Silver Squire stated.

"Maybe Azog has fled," Kili assumed.

"Like a coward," Sir Steel added.

"I don't think so," Phantom Eagle shook his head, refusing to believe that and sensed something a midst. "Something in my heart tells me he's trying to wait us out from the other side."

"Well, he's across the river, all we need to do is cross it," Crimson Cavalier suggested. "If the Defiler thinks he can give us, what you say, the element of surprisa, we should do that."

"I think you mean the element of 'surprise'," Fili corrected.

"Which is giving me an idea," Thorin thought of a plan and turned to his nephew to give him important instructions. "Fili, take your brother. Scout out the towers. Keep low and out of sight. If you see something; report back, do not engage - do you understand?!"

"Will go too," Silver Squire said. "My brother and I are good at scouting ahead."

"Very well, Fili, take them too," Thorin added.

"We have company!" Dwalin shouted, noticing appraoching out of the mist. "Goblin mercenaries. No more than a hundred."

The group look back the way, and what they saw was more than a hundred goblins, who had come from Goblin Town, were running over the ruins to engage the group. Holding their knives out, the goblins angrily snarl as they begin to charge.

"We'll take care of them. Go! Go!" Phantom Eagle ordered them to flee.

"Come on!" Dwalin roared in fury as he attacked the goblins first with Kaufman, Thorin, and Rene rushing behind him.

---

While Dwalin, Kaufman, Thorin, and Rene were busy taking care of the goblin mercenaries, Fili, Kili, and the Dare Brothers were gently crossing the frozen river and entered the ruins below Azog's signalling station. The four were quiet like mice and kept themselves low and out of sight if any soldier was either hiding or preparing to ambush them. So far, out of luck, there were none.

"No sign of him," Silver Squire whispered.

"Well, this leads us only two ways," Fili noted.

"I have an idea, Gordon, you and Kili search the lower levels," Sir Steel suggested of a plan. "Fili and I will go up and check the upper levels."

"Be careful, brother," Silver Squire worriedly whispered, giving him a gently pat on his brother's shoulder.

"Same to you," Sir Steel said.

"Stay low," Kili whispered to Fili.

---

Back on the other side of the river, Thorin Oakenshield, Karl Kaufman, Dwalin, and Rene Duquesne had just finished defeating the entire company of goblins. Thorin looks anxiously out over the frozen river and begins to feel that something was not right.

"Where is that orc filth?" Dwalin spat in pure disgust upon wanting to kill the Defiler himself. "He's got to be around here."

"More likely everywhere," Phantom Eagle said, looking around the foggy ruins.

Rene turns around when he hears a noise approaching and shouts. "Something's coming!"

Thorin, Kaufman, Dwalin, and Rene themselves to face the enemy that was approaching. However, out of their relief, it turns out that it was Peggy Carter, Thomas Halloway, Marla Drake, Jason Sitwell, Rosalind Hepburn, Spencer Keen, Mary Morgan, and Jerry Carstairs that had managed to get out of Dale and run all the way to the top to Raven Hill.

"What the hell you guys doing here?" Phantom Eagle asked.

"No time to explain, we have to leave here now," Peggy warned.

"Azog is hiding in the ruins, if we can find him, will win the day," Crimson Cavalier said.

"That's exactly what the Defiler wants you to think," Miss Patriot said. "But he's clever."

"You won't win this day," Agent Sitwell hastily warned. "Trust me on what I say, so let's go."

"Why?" Dwalin asked for a specific reason.

"Because Azog has another army attacking from the north," Peggy quickly explained the reason to him and Thorin. "This watchtower will be completely surrounded. There'll be no way out."

"We won't leave without Fili, Kili, and the Dare brothers," Phantom Eagle said. "They're on the other side and we need to get them out."

"We should do that before the next army arrives," Miss Fury suggested.

"I agree," Blue Blaze nodded. "We're out of time."

"They are so close, they must've found that orc scum already, I say we push on," Dwalin suggested an alternative plan.

"No! That's exactly what he wants you to do," Mr. Taylor warned.

"Aye, he's right," Thorin said and understood the truth with an alarming look on his face. "He wants to draw us in."

"Then its a trap," Black Avenger said. "We need to get them out of there right now!"

"Get the others back," Thorin spoke to Dwalin with full instructions on what to do. "As soon as you find them, make sure to lead them out of the ruins so we can retreat back to the cities."

"Thorin, are you sure about this?" Dwalin asked.

"Of course he's sure of that, unless if you want to stay here and get killed, that would not be the right option," Peggy warned.

"Then it looks like will have to fight another day then," Kaufman sighed.

"Agreed," Thorin said, giving him a nod.

Just as Rene and Dwalin were about to go across the river Jerry Carstairs, Mary Morgan, Thomas Halloway, and Marla Drake to warn Fili, Kili, and the Dare Brothers, Thorin Oakenshield, Karl Kaufman, Peggy Carter, Jason Sitwell, Rosalind Hepburn, and Spencer Keen prepare to leave immediately, but that was when something happened. a very loud drum sound was heard. The group on the other side turn around to face where the sound was coming from. Looking back at the tower, they see a light appear. Atop the tower, Azog appears, dragging a Fili behind him. Fili was badly beaten, but he wasn't the only one. Hugh Dare was also beaten and captured also, held and dragged by two armored Orcs on each side.

"Oh no," Peggy breathed in shock upon seeing Fili and Hugh Dare.

"Hugh!" Phantom Eagle cried out upon seeing his companion.

"Don't worry about me, just go!" Sir Steel loudly exclaimed.

Azog began to laugh wickedly and began to focus his eyes directly on Thorin, who was looking on in horror.

"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, pleading them to save themselves. "RUN!"

Before Halloway was about to rush up and save them with his cape, it was too late, for the Defiler had already plunged his arm-blade through Fili's chest. Thorin Oakenshield, Karl Kaufman, Peggy Carter, Jason Sitwell, Rosalind Hepburn, Spencer Keen, Jerry Carstairs, Mary Morgan, Thomas Halloway, and Marla Drake look on in horror. Hugh tried to break free, only for an Orc Lieutenant to stab him behind with his spear. Hugh gasped for air and collapsed to the floor dead.

"Vôr gaz-gômid!" (Here ends your filthy bloodline!) Azog yelled in victory just as he tosses Fíli's corpse to the ground.

The corpse falls past Gordon Dare and Kili, who have been watching from a doorway below. They too witnessed what they saw and upon seeing Fili's body land on the ground very hard, Kili heavily breathed in fury as sign that he was wanting to avenge his brother's death. Gordon felt the same thing too, and together, he and Kili furiously rush up the tower steps to get to Azog and both avenge their fallen brothers.

Thórin was completely frightened now. Losing Fíli grieved him so much, and now he has this once chance to get to Kíli and save him before the Defiler touches him.

"KILI!" Thorin bellowed in horror and rushed across the frozen river.

"Thorin, no!" Peggy cried, trying to him from doing something reckless and suicidal.

"Someone get him back!" Blue Blaze yelled.

"C'mon," Agent Sitwell beckoned.

"Stop!" Phantom Eagle shouted as he ran across the river.

As for Kili and Gordon, the two teamed up to find Azog and kill him for what he did to their brothers Fili and Hugh. They continue to rush up the steps, killing several soldiers that were in their way. Kaufman was the first to reach the other side and tried to reach Thorin, but it was too late for the Dwarf King, who had just stumbled into a trap. Azog rushes out of a tunnel and ambushes him with his mace and arm-blade as his only weapons to attack. Kaufman wasn't willing to let Thorin perish at the mercy the Defiler, so he quickly uses his acrobatic skills to leap up as fast as he could to reach them.

Azog swung his hammer, bashing Thorin to the ground, only for Kaufman to arrive in time. The Defiler briefly turns to look at him with angry growl. Kaufman smirked and kicked a Sakaaran soldier from behind, only to grab its sword. Together, Thorin and Kaufman fought against the Defiler, but they saw how well trained the giant pale orc was, for he used the might of his skills to fight them. Thorin fought the deadly giant before, and this time, he will end him for good like he should;ve done back in Moria. With Kaufman's help, Thorin prepared to avenge his nephew's death.

"Come on, this way!" Agent Sitwell shouted, moving up the stairs.

However, before they could reach the top, they were suddenly ambushed by a number of Azog's well elite soldiers.

"Take aim!" Agent Sitwell cried, taking his first shot.

Back on the other side of the river, Peggy heard the sound of gun fire right around Azog's hideout. She quickly assembles the rest of the team, but that was when they stop short.

"What's that?" Agent Hepburn asked, hearing the sound of screeching.

"Get down!" Peggy yelled.

Peggy's team quickly duck down as a whole swarm of massive werebats fly out of the fog, screeching and flying downwards towards the battlefield. Mr. Halloway was flying towards where Azog was fighting Kaufman and Thorin, only to be attacked by a number of werebats that were flying right into him. Halloway fired his pistols at the screeching, flying beasts, but since there were too many, the hero was already out of magazines and bullets. Without any weapons, Halloway wasn't willing to give up, but he instead took this chance to tackle down several werebats.

Peggy, however, had been firing her bullets directly at the massive bats, but there were too many of them. Suddenly, she turns to notice a very large orc emerge over the ruins. Sharing a similar resemblance to Azog the Defiler, the massive orc stares viciously at Peggy. His name was Bolg.

Hardly any different from Azog, Bolg is a murderous, callous, idealistic, merciless and cruel warrior. He is extremely sadistic, showing no qualms. He is also psychopathic and remorseless, shown by how he pitilessly orders the attack on Laketown. But he is highly intelligent, an excellent leader and tactician. Bolg is enigmatic and powerful, possessing immense strength of will and superb tactical ability. He shows himself to be just as pitiless as his warrior father and is almost unimaginably determined and ferocious. Despite this, he has a strong relationship with Azog as Bolg displays fierce loyalty to his father and a great desire to make him proud.

Bolg is a skillful leader, which is likely why he was Azog's second-in-command of the Gundabad Orc pack. He is highly skillful in hand-to-hand combat and swordsmanship. His fighting style, is emphasized with lightning speed and agility, as well as martial arts techniques and using the environment against his opponent. His skill as a fighter is later shown by how he is put in charge of the Orc packs whilst Azog stays to fight Gandalf. Bolg has an astonishingly high tolerance of pain, shown by the fact that he refuses to show pain or even bleed when Legolas plunges his knife into his hand nearing the end of their battle. Though his preferred fighting style is surely not Warg-riding, he is highly skilled at it.

"Crikey O'Reilly!" Peggy exclaimed in shock.

Bolg roars out a war cry and coming out of the ruins was whole battalion force of Gundabad Orc breakers that began to charge towards Peggy. Peggy aimed her weapon, but soon realize she was out of bullets. Just before they reach her, Dwalin charges up and begins fighting the orcs singlehandedly.

At the very top, Azog continued to battle Kaufman and Thorin, who were trying to overwehlm the deadly giant pale orc. Thorin hit the giant with his sword, but Azog manages to knock the Dwarf King down and slides down a slippery slope. Kaufman punched Azog in the face and used his left leg to kick very hard in the chest. Azog swung his blade-arm, only for Kaufman to dodge his strikes. Kaufman used his right arm to grab Azog's blade-arm, but Azog was about to his hammer to bash him. The hero quickly slides under Azog's legs and used his right leg to kick the orc very hard. Azog almost collapsed to the ground, but quickly got up and continued to fight Kaufman.

Thorin gasped when he woke up, but that was when a fully armored Orc was standing up and prepared to kill him with his spear. Before that could happen, Agent Jason Sitwell leaped down from the steps and lands onto the armored orc, saving Thorin's life.

"Come get back you miserable son of a b****," Agent Sitwell breathed heavily as he tackled the armored orc down and then used the might of his strength to snap its neck.

Thorin took a moment to get up, but would give Jason a nod in respect for saving his life. He quickly grabbed a sword from a fallen Sakaaran soldier and tossed it over to the agent. Jason was quick to grab it and turned to focus on some incoming soldiers. Before Thorin can chase after the Defiler, several Gundabad Orc Breakers also arrive at the scene and race towards the Dwarf King.

Gordon and Kili continue fighting their way up the ruins, but they suddenly get separated when many more soldiers come in all directions, especially those that were coming up the hill to reinforce Azog's platoon. In the midst of the battle, Tauriel, had also joined the battle, but had been looking for Kili. As she looks around, she suddenly encounters several soldiers that ambushed her. The red-haired elf lady dodged every blow, and used the strength of a warrior to take down each one-by-one.

As Peggy continues to fight and using a club to bash several more Gundabad Orc Breakers, Bolg suddenly runs out and smacks her in the head with the handle of his mace, knocking her out cold.

"PEGGY!" Agent Sousa screamed in horror upon seeing Peggy.

Thorin quickly races onto the surface of the frozen river, only to lose his balance when he slips, but using that chance to hit an Gundabad Orc Breaker. Before the Orc could rise to its feet, Thorin used his sword to decapitate it. Azog and Kaufman were both fighting right near where Thorin was. The Defiler roared in fury and took this moment knock Kaufman onto the surface of the frozen river as well.

Azog lets out a huge roar, signalling his fellow soldiers to kill both Kaufman and Thorin, many of which run out on to the ice to attack them. Kaufman and Thorin quickly stand back to back together and prepare to fight the oncoming enemy. Suddenly, several orcs were being shot down by arrows. Out of surprise and confusion, Kaufman and Thorin turn and look up to see that it was Legolas, who had climbed all the way onto a ruined tower.

---

Tauriel, in a moment of peace after dispatching her opponent, calls out to Kili. "KILI! KILI!"

"TAURIEL!" Kili's loud voice was heard.

"Kili," Tauriel breathed in relief.

However, she didn't notice to quick when Bolg suddenly jumps out of a tunnel and kicks Tauriel into a rock. Tauriel manages to slip out from Bolg's grasp and begins attacking him with her knife. Bolg manages to grab both her arms and twists them, causing her to shriek in pain, giving him the chance to smash his fist down on her head very hard. Exhausted, Tauriel was suddenly grabbed by the throat, but she manages to kick him in the knee, causing him to fall. However, Bolg grabs her and throws her bodily against a wall.

As she lays stunned on the ground and defenseless, Bolg walks right over to her and raises his mace to kill her. Before that could happen, Kili suddenly leaps from a parapet onto the giant orc and tries to tackle him down. Bolg and Kili fight, in which the young dwarf was fast enough to slash him, but Bolg grabs Kili by the head and raises the pointed base of his mace to stab him through the chest. Tauriel jumps on Bolg from behind, trying to prevent him from killing Kili. Bolg manages to throw her down again, and she can do nothing as Bolg raises his mace and plunges it through Kili's chest.

"No!" Tauriel gasped in the sight of horror and sadness.

As Kili dies, he and Tauriel stare into each others eyes, in which both of them were tearing up. Just as Bolg drops Kili to the ground dead, Tauriel's grief turns to anger, and in a fit of rage, she quickly rises to her feet and leaps onto Bolg as he approaches her. They are standing over the edge of a precipice, and Bolg tries to swing her out over the fall. She manages to hold on to him and kick off a stone, launching them both over the edge.

On top of the ruined tower, Legolas had continued to fire more arrows, only to feel the tower shaking. Taking a moment to find out what it was, he looks down and sees an amputated troll smashing away at the tower's base. Legolas tried to think of a plan, but that was when he heard the sound of Tauriel's voice. He looks out and sees her rolling with Bolg down the mountainside and lands on a broken staircase, gasping in pain.

Meanwhile, Bolg has landed near her and rises to finish her off. Seeing this, Legolas reaches back for an arrow, only to find that he has run out. He angrily throws down his bow and pulls out Orcrist, an ancient elven sword that was crafted by the Elves of Gondolin. The Elf Prince quickly leap 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. Before Bolg was about to end Tauriel's life, he suddenly stops and looks up to see the tower fall over and make a bridge over the chasm. Seeing Legolas, Bolg decides to focus on him and openly charges. As Tauriel lays unconscious, Bolg and Legolas charge at each other over the makeshift bridge and begin their long fight. 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 below.

Meanwhile, Thorin manages to stab an orc in the knee, only for another orc to rush up at him. That was when a large rock landed straight into the orc's face. Thorin turned and saw that it was Mystique, who survived her encounter with the Defiler. Unaware where Sabretooth was, Mystique had some business with the Defiler and gave Thorin a nod. Just then, several soldiers focus on her and run at her. Mystique does a long somersault and uses her reflexes to take down the soldiers one-by-one. Thorin continued to fight off the enemy with Kaufman. That was when one orc lunged at the Dwarf King, causing him to slide across the ice all the way to the edge of the waterfall, directly over where Legolas and Bolg were fighting. Bolg knocks Legolas over, but as he raises his mace, Thorin manages to knock an orc over the edge of the waterfall where it lands on the bridge behind Bolg, breaking through the stones and causing him to fall under a pile of rubble.

While Mystique and Kaufman were preoccupied, they didn't see when a bulky Gundabad Orc Breaker approaches Thorin, who was partially hanging over the edge of the waterfall, defenseless without a weapon in his hand. As it raises its sword, Legolas turns to see that Thorin was in trouble. Despite how he and his kin share a small hatred against the dwarves, the elf prince chose to save Thorin's life by throwing Orcrist into the orc's chest like a spear. As the dead orc falls over the edge, Thorin manages to reach out and grab the sword, saving it from going over as well. As Legolas had been distracted, Bolg leaps out of the rubble and swings at Legolas, but Legolas dodges and pulls out his two knives, fighting Bolg with them.

Thorin stands and looks in wonder at his blade come back to him. Several more soldiers were advancing, but Thorin swung Orcrist very quick and used it to slash every single one of them. Kaufman just finished killing the last of Azog's soldiers amd turns around to face Thorin. Kaufman proudly gives him a nod, but that was when he was suddenly stabbed from behind.

"NOOOOOOOOOOOOO!" Thorin screamed in horror.

Karl Kaufman gasped and turns to see that it was Azog, who had silently snuck up from behind him. Azog wickedly grinned and laughed upon stabbing him.

"Thorin," Phantom Eagle weakly coughed as blood spilled out of his mouth. "Run."

Thorin refused to run from the Defiler, for he chose to stay and end the pale orc's life before he could do more harm to him and his people that protected the city of Erebor for generations. He even promised to avenge Kaufman. Mystique was nowhere to be seen, meaning that Thorin was alone, but he wasn't willing to run like a coward. Just as Thorin slowly approaches the Defiler, a horn was suddenly heard from the distance. Azog turns to see that Bolg's army had just arrived. He then turns back to face his foe and grins in the sight of victory.

Mystique kicked an Orc in the neck, causing it to fall from the hill and plummeted down. She then turns to see the incoming army. Realizing that she and her allies were doomed, she quickly grabs a long spear from the corpse of a dead armored orc and prepares to engage the army herself. However, she wasn't alone, she turns to see Logan emerging from the ruins with his claws out, showing that he had been busy slaying a lot of soldiers that were in his way. The two look at each other for a moment and they prepare to fight against the army themselves. Jason Sitwell was exhausted from all the fighting, but due to the sound of the horn, he witnessed the arrivial of Bolg's army. Sitwell took a moment to think, but was out of ideas. That was when he witnessed Azog charging forward and swings a large rock attached to a chain at Thorin, who managed to duck under it. As Azog is unbalanced by the swing, Thorin manages to get behind him and slash him. Azog angrily swings the rock at him again, and as Thorin dodges, the rock smashes into the ice, cracking it.

Meanwhile, Bolg continues to fight Legolas and managed to grab him. He then tosses him near the edge, but the elven prince was able to grab on. Bolg snarled viciously with a grin and was about to use his foot to knock him off. That was the sound of a gunshot was heard and Bolg felt a bullet slide into his skin. He turns around and saw that it was Jason Sitwell, whose lower shirt was covered in a lot of blood due to the heavy fighting. He continued to fire more bullets at the giant orc, causing him to back away in a gasp. Jason moved forward across the bridge to aim at him, but due to a lot of blood being lost, Sousa tried to aim at him properly. Just as he was close to Bolg, he pulled the trigger, but soon realized that he was out. Bolg growled at him, only for Sousa to throw the gun at his head.

Bolg, who was angered by this, grabbed Jason by the throat like he did to Tauriel and prepared to stab him with the pointed base of his mace. Legolas intervened when he stabbed Bolg in the back, causing Bolg to smack Legolas' face really hard. Jason quickly punched Bolg very hard in the face, but the deadly giant orc finished him off by stabbing the agent. Jason gasped suddenly and Bolg tossed his body over. Legolas, feeling the blood pour down his nose, gets up and charges angrily at him. That was when Bolg throws a huge stone at him, 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. 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.

Back on top, Thorin and Azog had been fighting just as the ice beneath them continued to crack really fast. Upon feeling the ice starting to break, Thorin and Azog started to lose their balance, but continued to fight. Once the ice was now breaking apart beneath them, Thorin stumbles over an edge of the ice, only for Azog to knock his legs out from under him with the chain. When Azog swings again, Thorin quickly rolls away and leaps behind Azog, keeping him off balance, and slashes him again. Azog angrily swings the rock and chain at Thorin. This time, the rock becomes stuck in the ice, and Azog is forced to slash at Thorin with his bladed arm. However, he was soon distracted upon looking into the sky behind Thorin in shock.

Thorin, who didn't bother to turn around, noticed that dozens of massive eagles had just arrived to turn the tide of the battle. They sail through the ranks of the oncoming orc reinforcements from Gundabad, decimating them. The Eagles weren't the only ones that arrived. 2,000 Beornings, who had just morphed into their bear forms were running directly into the orc lines. Even the Blade Masters of Rivendell, Knights of Rivendell, and an army of Wood-Folk Hunters also joined in the battle. Mystique and Sabretooth openly charge directly into the enemy as a number were trying to reach Raven Hill.

Down below the battlefields, a storm loomed over the armies. Angie had waving her hands around, flapping a number of bats that were flying around her. She stops suddenly and looks up to see a person flying through the storm with a hammer. It was Thor, who also arrived to join the battle too. Summoning lightening in his hammer, he flies down and smashes a lot of enemies with the might of his hammer. That was when three more armies arrived to assist in turning the battle and aiding the allied armies to finish the remains of Azog's armies. King Odin, along with Sif and the Warriors Three, commanded an army of Einherjar and Crimson Hawks while Lady Galadriel arrived with an army of Elves from Lothlórien.

Victory was near at last and the allied armies began to overwhelm all of Azog's armies. Azog was distracted by all this, giving Thorin the chance to throw his sword away, and lifts the rock at the end of the chain and tosses it to Azog, who instinctively catches it. Azog looks at him in shock, in which Thorin jumps backward, off the ice floe that they were both standing on. Without his weight to balance it, and with Azog at the other end holding the rock, the ice floe tips over and plunges Azog into the water below. The Pale Orc tried to scrabble at the edge, but the chain pulls him down and Azog sinks down below the frozen river to drown.

Thorin was exhausted by all this and bends down to pick up Orcrist, but that was when he began to notice something moving under the ice. He turns to see Azog through the ice, being pulled slowly by the current toward the frozen waterfall. Thorin slowly walks above him, and saw that his eyes were closed, thinking he was dead.

Suddenly, Azog's eyes open and he manages to stab Thorin through the foot, through the ice, with his blade arm. He leaps through the ice and pins Thorin down. As he stabs his blade arm at Thorin, the dwarf manages to stop it from piercing his chest by sliding Orcrist in one of the forks of the blade. Azog slowly pushes his blade further and further, and Thorin struggles to keep it away. As they stare at each other, Thorin suddenly slides his sword out of the fork, allowing Azog's blade to stab him through the chest. As Azog smiles, Thorin raises his own sword and stabs Azog through the heart; from their close quarters, Azog cannot avoid it. Thorin flips Azog over onto his back on the ice and forces Orcrist all the way through Azog and through the ice below. Azog dies, with Thorin kneeling on top of him.

Azog the Defiler was dead at last, thus Thorin, who was mortally wounded, managed to avenge his father, grandfather, nephews, and friends. As the dwarf struggles to get up, he stumbles toward the edge of the frozen waterfall, looking out over the battlefield below, where the remaining soldiers being routed. Weak from his wound, Thorin collapses on his back.

It wouldn't be long when Peggy was slowly waking up from unconsciousness. Feeling the pain in her head, she slowly gets up and began to notice a lot of eagles flying above her. She gasped upon seeing how massive they were and thought one of them would grab her. However, the eagles didn't notice her at all.

Peggy looks around and calls out for Agent Sitwell, unaware that he was dead. "Agent Sitwell!" She continued to call out for him until she noticed Thorin lying on the ground. She quickly rushes down the steps and helps him. "Don't move."

"You," Thorin coughed. "I saw you at the gate."

"Yes, I did, now please try not to clock out, let me see if I can get you someone to fix you up," Peggy said, promising to help him.

"Its too late," Thorin breathed.

"No its not," Peggy said. "Just lie still and focus on me."

"Bilbo, is he..." Thorin weakly responded.

"Bilbo is alright," Peggy answered. "He'll be alright."

"I just wanted to part from him in friendship and take back my words and my deeds at the gate," Thorin said. "He did what only a true friend would do. I was too blind to see and I have led him into such peril."

"And you'll tell him that, I promise," Peggy swore she will keep him alive for him to say that to him. "I know he'll forgive you. He told me that just before we departed. Alright."

"I'm so sorry for everything I did to you and your friends back at the gate," Thorin deeply apologized to her. "Forgive me, I did not mean for this to happen. There was no honor in that."

"I know, but what you did today was considered honorable," Peggy told him the heroic deeds he did. "You helped save your people, giving them hope... a chance for them to survive. They're alive because of you."

"No mortal king rules forever," Thorin weakly stated and began to tell Peggy something. "You tell Bilbo everything I said. Tell him to go to his books and his armchair, plant his trees... watch them grow. If more people valued home above gold this world would be a merrier place."

At that moment, Thorin struggles to choke, and at that moment, gasps deeply, then begins to expire. Peggy tries to keep him alive, but it wasno use, the dwarf King under the Mountain was dead.

---

The battle was won, but sorrow and grief was struck. Peggy started to cry upon seeing Sousa's corpse. Orson Randall, Gordon Dare, and René Duquesne take their moment to mourn the lost of their fallen teammates. Orson promises that he'll have them buried in K'un-Lun. Lady Sif collapsed to his knees in sadness upon hearing of Thorin's death. She felt deeply shaken and felt that it was her fault for not being fast enough to summon reinforcements to aid her allies, including Thorin. As for Peggy, she promised to tell Bilbo on what Thorin had said. Bilbo was deeply upset of hearing this, but he told Carter that he already forgave him.

Inside the mountain, everyone had all gathered to attend the funeral of Fili, Kili, and Thorin Oakenshield, descendants of Durin the Deathless who have perished in the battle. Many were paying their respects to them, looking on with solemn. Sif shed a tear from her eye and turned to stare at Thor, who standing silent like a statue. She then sees the Arkenstone that was locked tight in between Thorin's hands, ready to be buried with him. Loki too attended the funeral, but didn't seem to discomposed of Thorin's death and never said anything while watching Frigga place several flowers around Fili, Kili, and Thorin.

Odin bowed his head in respect to Oakenshield. "May Valhalla welcome you."

"The king has come unto his own," Gandalf said, giving an eulogy to the fallen king. "Under mountain, under stone. Send him now unto the deep. Unto earth, eternal sleep. Under mountain, under stone."

"Under mountain, under stone," All the Dwarves repeated the four words Gandalf had said.

"Through all the lands, let it be known," Gandalf finished. "The king is dead."

Balin raises his sword high up in the air and shouts directly towards Dain, who has now become the new King under the mountain. "Long live the king!"

---

Throughout the night, Sif had just finished her story about Thorin Oakenshield's death near the end of the Battle of the Thirty-Five Armies. Then, she went on to talk about Celebrimbor, the elven lord responsible for the forging of the Rings of Power, including the One Ring that would belong to the Dark Lord Sauron. Sif told him much about his life as a Ñoldorin Prince, how he battled against the Dark Lord himself to rescue his family from the Dark Lord's clutches and become a Wraith to dominate him.

"Celebrimbor, aligned with his host, tried to dominate Sauron," Sif explained. "He thought he won, but failed when the Dark Lord resisted the effects of domination. Without his host, Celebrimbor was left vulnerable before Sauron proceeded to merge with the Wraith and the two become one, creating the Flaming Eye and trapping the two "Lords" in a "prison of perpetual war" where their spirits continued to battle for dominance. While Celebrimbor continues to fight him, Sauron continues to prepare for the coming shadow of war."

"So I guess that Celebrimbor must've played a huge part in trying to weaken the Dark Lord's defenses," Agent Coulson said.

"As long as Sauron is out there, waiting for the exact moment to strike, there will be a sign," Sif added.

"What sign?" Agent Coulson asked, confused.

"No rain will come, a dark cloud of fume will cover the city for a day, and a flaming eye will peer out of the heart of it," Sif answered.

"Hate to tell you this, if this is some prophecy you speak of, you must've come to the wrong person to explain this," Agent Coulson shook his head.

"Prophecies can sometimes come to pass," Sif said. "Like Ragnarok for instance."

"I don't know what the hell Ragnarok is, but I doubt that there's still more to the story that you've been talking about," Agent Coulson wondered if Sif still had a lot more to explain. "Ever since we've defeated Thanos, no one has ever heard about another evil that sought to conquer the universe."

"So far, that's everything you need to know," Sif said, finishing her explanation. "We must prepare ourselves, Son of Coul. I fear the time of reckoning is at hand."

"Then I'm going to need your help," Agent Coulson said, deciding to change the subject.

A split moment, Agent Coulson takes out a folder and passes it over to Sif. Sif opens the folder and stares carefully at a number of photos of people whom she recognized. Out of surprise, the people she met years ago were present at the time when she, along with the Warriors Three, traveled to Midgard to bring Thor back home to defeat Loki, who had been responsible for letting the Frost Giants take the Casket of Ancient Winters which failed a number of times.

"I know you met these people before," Agent Coulson said. "Jane Foster, Erik Selvig, Darcy Lewis, Ian Boothby, Barbara Morse, Lance Hunter, and Shannon Lawrence."

"Yes, I know them," Sif nodded her head, recalling the past events while she met these people in different places on Midgard. She points at the picture of Shannon Lawrence. "This woman was tortured by this evil man."

"His name was Doctor Jeriah Halidon," Agent Coulson addressed his full name. "One of HYDRA's top scientists. Shannon Lawrence was once a S.H.I.E.L.D. agent and we believed she went rogue, but that was proven to be false. HYDRA brainwashed her, but one of my best doctors were able to fix her up real good."

"She's an Inhuman," Sif said.

"I have many Inhumans in this agency," Agent Coulson smiled.

"So I've heard," Sif continued to look at the pictures. "Why show me this?"

"About a year ago, during the exact moment when the Blip happened, which is what people call it now, they went missing during a secret expedition in England," Agent Coulson explained about the past event. "Before they vanished, Bobbi Morse, sent out a message to me and Agent May just when we blipped back. She said she found a piece of rock that was part of an unknown Monolith. Something tells me that the piece must've consumed them and sent them to an unknown destination across space, probably far from Earth."

"Did she send pictures of it?" Sif asked.

"Yes, but I don't have them with me at this moment, its kept in a secret room that is… classified," Agent Coulson told her where the pictures are. "If you come with me to the Triskelion, I'll share each and every one of them. I'm pretty sure you might know about this monolith they discovered."

"Take me to your people," Sif requested with a smile on her face. "It'll probably be just like old times."

"Yep, old times," Agent Coulson smirked in delight.