In Laketown, bells are ringing, and people are frantically loading their possessions into boats. In his house, the Master of Laketown is overseeing his soldiers and servants carrying boxes containing his gold and valuables. The Master shouts "I warned you. Did I not warn you what would come of dealing with dwarves ?! Now they've done it ! They've woken the dragon. They brought the apocalypse upon our heads ! Come on ! Quickly ! Quickly !" The Master pulls a candlestick in the wall sideways. It turns out to be a secret lever, and a nearby bookshelf falls backward to reveal a hidden staircase and boat landing with the Master's boat waiting "Faster now ! I'm trying to evacuate myself here ! Careful, men. Never mind the books ! Get on, get the rest of it !" A guard asks him "But Sire, should we not try to save the town ?" The Master shouts "The town is lost ! Save the gold !" Another guard says "You heard him." The men load all the gold and other valuables onto the Master's boat. The townspeople frantically paddle their loaded boats through the canals. Tauriel watches the sky ominously; with her elf-hearing, she can hear Smaug approaching and roaring. Suddenly, a huge shadow swoops overhead. Smaug has arrived. Tauriel enters Bard's house and prepares the dwarves and Bard's family to leave "We have no time. We must leave !" Bofur says "Get him up." Fili comes next to Kili "Come on, brother." Bofur says "Come on, come on ! Let's go." Kili tells them "I'm fine - I can walk." Tauriel says "As fast as you can." Bain tells her "We're not leaving. Not without our father." Tauriel asks "If you stay here, your sisters will die. Is that what your father would want ?" Bard is in the prison, and all the men guarding him are gone. He clutches the cell bars and shouts. "Open the door ! Do you hear me !" He stops as he sees Smaug flying high above the town, then frantically tries to break the lock. When it doesn't break, he rushes to the other side of his jail cell, which is on an arch of a building overhanging a canal. Thyri, in her animal form, growls as she jumps from roofs to roofs. Tauriel, the dwarves, and Bard's family get on a boat at the back of the house. Fili helps Sigrid "Give me your hand." Bofur shouts "Come on, we gotta go !" Tauriel tells them "Quickly now ! Hurry !" Fili helps his brother "Kili, come on !" They set off down the canal, poling the boat through the floating chunks of ice. Smaug swoops low overhead and the townspeople scream. Smaug soars high above and away from the town, then turns and dives steeply toward the town, building up fire in his chest. As he gets over the town, he unleashes his flames, and he breathes his fire in a line all the way across the town.
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People scream and fall and die in the inferno. Bard smashes at his cell's bars with a pail, but to no avail. Smaug breathes fire over another section of the town. A man, on fire, falls out of his house and into the water. Thyri avoids the flames which lands in front of her paws. The Master, his men, and Alfrid pole their boat loaded with treasure through the water, with Smaug setting things to fire around them "Come on ! Come on ! Faster ! FASTER !" The Master says "If only we could take more of these poor people with us, but they are hardly-" Alfrid finishes the sentence "-worth it. I quite agree." A man tries to climb onto the boat, but Alfrid kicks him in the face and back into the water. Bard tears his blanket into strips. People are trampling each other in their efforts to escape the dragon and the fire. Bain shouts "Look out !" The Master's boat collides with Tauriel's, upsetting everyone. They manage to push their boats apart, but some of the Master's treasure falls into the water. The Master shouts "My gold, my GOLD !" Alfrid tells him "We're carrying too much weight. We need to dump something !" While Alfrid looks at the pile of treasure, trying to decide what to throw overboard, the Master looks at him greedily "You're quite right, Alfrid." He pushes Alfrid overboard.
