Legolas and Tauriel leave their horses and scramble up a rocky outcrop. They crouch behind some rocks at the top and see a fortress ahead. Tauriel asks "Gundabad. What lies beyond ?" Legolas replies "An old enemy. The ancient kingdom of Angmar. This fortress was once its stronghold. It is where they kept their great armories, forged their weapons of war." A light flickers in a window of the fortress, then disappears. Tauriel says "A light ! I saw movement." Legolas tells her "We wait for the cover of night. It is a fell place, Tauriel. In another age our people waged war on those lands." He pauses, looking pained. Tauriel looks at him. Legolas says "My mother died there. My father does not speak of it. There is no grave, no memory, nothing." In Dale, the people are preparing for war, sharpening swords and collecting supplies. They jump out of the way as Gandalf gallops into town on his horse "Let me through ! Make way !"
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He dismounts in the main courtyard and looks surprised to see men drilling with swords and companies of elves marching by. Alfrid comes up to him, upset "No, No, NO ! Oi ! You pointy hat !" Gandalf turns to look at him. Alfrid tells him "Yes, you. We don't want no tramps, beggars nor vagabonds around here. We got enough trouble without the likes of you. Off you go ! On your horse." Gandalf asks "Who's in charge here ?!" Bard walks up "Who is asking ?" A little bit later, Gandalf is meeting with Bard and Thranduil in a tent "You must set aside your petty grievances with the dwarves. War is coming ! The cesspits of Dol Guldur have been emptied. You're ALL in mortal danger !" Bard asks "What are you talking about ?" Thranduil tells him "I can see you know nothing of wizards. They are like winter thunder on a wild wind rolling in from a distance, breaking hard in alarm. But sometimes a storm is just a storm." Gandalf tells him "Not this time. Armies of orcs are on the move. And these are fighters ! They have been bred for war. Our enemy has summoned his full strength." Thranduil asks "Why show his hand now ?" Gandalf replies "Because we forced him ! We forced him when the company of Thorin Oakenshield set out to reclaim their homeland. The dwarves were never meant to reach Erebor. Azog the Defiler was sent to kill them. His master seeks control of the mountain. Not just for the treasure within, but for where it lies, its strategic position." As Gandalf talks, they have left the tent and walked outside to a spot from where they can clearly see the gates of Erebor "This is the gateway to reclaiming the lands of Angmar in the north. If that fell kingdom should rise again, Rivendell, Lothlorien, the Shire, even Gondor itself will fall !" Thranduil asks "These orc armies you speak of, Mithrandir, where are they ?" Gandalf is unable to answer. Back at Gundabad, it is dark. Tauriel says "[If we are going in - we should move now.]" Suddenly, massive bats being screeching and flying around. Tauriel says "Dúilith secherig. [They are swarming.]" Legolas says "These bats are bred for one purpose." Tauriel asks "For what ?" Legolas replies "For war." As the bats swarm overhead, a figure rides out on a warg. It is Bolg, dressed for battle. He raises his mace and shouts out a command. Trumpets sound, and gates in the bottom of the fortress open, releasing rank upong rank of massive orcs, each with a giant spear at least three times longer than the orcs' height. The massive company begins marching away, with the bats following and wheeling overhead. Tauriel says "Din methithar i phain. [We must warn the others.]" Legolas says "Penim lû. Tolo ! [We may be too late. Hurry !]" As Bolg yells out a command, the ranks of orcs part to let smaller, lighter, and faster orcs run ahead of their companions, snarling. Back in Thranduil's tent, Gandalf confronts Thranduil "Since when has my council counted for so little ? What do you think I'm trying to do ?!" Thranduil tells him "I think you're trying to save your dwarvish friends. And I admire your loyalty to them, but it does not dissuade me from my course. You started this, Mithrandir. You will forgive me if I finish it." He exits the tent and calls to one of the elves "Are the archers in position ?" The elf soldier says "Yes my Lord." Thranduil tells him "Give the order. If anything moves on that mountain, kill it !" He looks up "The dwarves are out of time." It is night. At the blocked off entrance to the gate, a rope is suddenly thrown over the edge. Bilbo clambers hand-over-hand down the rope, slipping along the way. He manages to climb across the moat using some of the rubble. He begins running toward Dale. Gandalf approaches Bard "You, Bowman ! Do you agree with this ? Is gold so important to you ? Would you buy it with the blood of dwarves ?!" As the speak, Bilbo sneaks past some of the Laketown guards. Bard says "It will not come to that. This is a fight they cannot win." Suddenly, Bilbo appears and addresses both of them "That won't stop them. You think the dwarves will surrender. They won't. They will fight to the death to defend their own." Gandalf says "Bilbo Baggins !" Bilbo smiles happily. Back in Thranduil's tent, Bilbo is presented before Thranduil. Thranduil sits down "If I'm not mistaken, this is the halfling who stole the keys to my dungeons from under the nose of my guards." Bilbo looks extremely uncomfortable "Yes. Sorry about that." There is a silence for a while, then Bilbo steps forward and puts a wrapped package on the table "I came... to give you this." He unwraps the package to reveal the Arkenstone.
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Thranduil rises in surprise "The heart of the mountain ! The King's Jewel." Gandalf and Bard approach to look at it in awe. Bard asks "And worth a king's ransom. How is this yours to give ?" Bilbo replies "I took it as my fourteenth share of the treasure." Gandalf smiles slightly. Bard asks "Why would you do this ? You owe us no loyalty." Bilbo tells them "I'm not doing it for you. I know that dwarves can be obstinate and pigheaded and difficult, suspicious and secretive... with the worst manners you can possibly imagine, but they also brave and kind... and loyal to a fault. I've grown very fond of them, and I would save them if I can." He points at the Arkenstone "Thorin values this stone above all else. In exchange for its return, I believe he will give you what you are owed. There will be no need for war !" Gandalf, Bard, and Thranduil look at each other. Suddenly, Bilbo continues to speak "I... *the three men look at him* I've noticed that the three of you are very close to Thorin's sister and I just wanted to inform you that she survived to the Beast. But *looks down* she lost half of her right arm. Luckily, she is feeling better and is not affected by the dragon sickness. So, I know that she'll do her best to protect Erebor." Bard says "Thank you for sharing this with us, Bilbo." After this, Gandalf leads Bilbo through Dale "Rest up tonight. You must leave on tomorrow." Bilbo asks "What ?" Gandalf answers "Get as far away from here as possible." Bilbo tells him "I'm-I'm not leaving. You picked me as the fourteenth man. I'm not about to leave the company now." Gandalf says "There is no company, not any more. And I don't like to think what Thorin will do when he finds out what you've done." Bilbo says "I'm not afraid of Thorin." Gandalf tells him "But you should be ! Don't underestimate the evil of gold. Gold over which a serpent has long brooded. Dragon-sickness seeps into the hearts of all who come near this mountain." He looks at Bilbo appraisingly "Almost all." He sees Alfrid walking by and calls out to him "You there ! Find this Hobbit a bed, and fill his belly with hot food. He has earned it." Alfrid grudgingly comes over and begins to lead Bilbo away. As they go, Gandalf grabs Alfrid's arm and whispers to him "Hey. Keep an eye on him. If he should try to leave, you will tell me." Alfrid walks off, cursing as a group of people walk in front of him and he pushes his way between them "Move it ! Stupid..."
