Dain and part of his army turn and rush toward the oncoming orcs "The hordes of hell are upon us ! To battle ! To battle, sons of Durin !" In Erebor, Kili asks "I'm going over the wall ! Who's coming with me ?" The other dwarves cheer and agree, preparing to climb down. Thorin says "Stand down !" Bofur asks "What ?" Kili asks "Are we to do nothing ?" Thorin shouts "I said STAND DOWN !" As Thorin walks away, the others look on in shock and surprise. But, they look more shocked when they see Thyri in her animal form looking at the battle, behind the armies of Men and Elves. Ori says "Her arm... it's fully back on." Balin says "She lost her forearm on her normal self but her animal is still in good health. Well I think." Meanwhile, as Dain and a company of his dwarves rush toward the oncoming orcs, the elves stay right where they are. The dwarves are clearly outnumbered by the orcs. Bilbo asks "The elves, will they not fight ?" Gandalf shouts "Thranduil ! This is madness !" Thranduil looks back at the Iron Hills dwarves, who have stopped and built a shield wall with their massive spears pointed outward, lead by the chants of the leader. The orcs are fast approaching the shield wall. Suddenly, right as the orcs reach the dwarves, the elves leap up over the shield wall from behind, wielding their swords, and begin raining down blows on the orcs.
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As the elves press forward, the dwarvish shield wall is raised and the dwarves rush forward, cutting down orcs with their spears. Dain rides furiously through the orcs, smashing them left and right with his hammer. As the remaining elves march toward the battle, Gandalf and Bilbo are standing in one place. Bilbo asks "Eh, Gandalf. Is this a good place to stand ?" Suddenly, they all hear a mighty roar. Bard and his men look around them, in fear. The Dwarves of the Iron Hills, the Elves, Gandalf and Bilbo know who was it. Thyri, in her animal form, runs towards her kin who is fighting and joins her cousin Dain who cheers "Thyri !" At the top of the hill, Azog commands his orcs "[Send in the War Beasts !]" The wooden signalling devices change their position to show a new signal. Gandalf, seeing the signal, looks toward the tunnels to see new legions of orcs, including massive trolls and other monsters, come out. Thranduil shouts a command to his troops. The elves stop and pull out their bows. Azog commands "[They cannot fight on two fronts. Now we make our move. Attack the city !]" As a horn sound and the signalling device changes again, another legion of orcs that had been waiting for the signal turn and march toward Dale, which is between the current battle and the tunnels. Gandalf says "Azog. He's trying to cut us off." They see massive trolls, each large enough to carry multiple other dwarves and wooden structures such as catapults on their back, march toward the city along with the armies of orcs. Bard shouts "All of you, fall back to Dale ! Now !" Bard, the Lakepeople, Gandalf, and Bilbo rush toward the city, trying to intercept the orcs. Gandalf shouts "To the city ! Bilbo ! This way !" The monstrous trolls approaching the city stop at a rise overlooking Dale. They bend over and plant all four legs on the ground, thus making their backs horizontal. On their backs are catapults loaded with large rocks. Orcs on the trolls' backs wind up the gears of the catapults. At a signal from their leader orc, who strikes the ground with his mace, the catapults are released, and the rocks fly toward Dale. They smash into the walls and towers, destroying everything they hit. As Bard, at the front of his army, rides across a bridge into Dale, we see the orc army approaching the wall from another area. A troll with a giant triangle-shaped rock strapped to his head runs up to the wall and smashes into it headfirst, knocking it down and knocking himself out in the some motion. The orcs behind him rush into the city through the hole, entering the houses and killing whatever people they find. In the city, the screaming townspeople flee from the oncoming orcs. Sigrid and Tilda hide in a building as they see a troll climb over the wall. Meanwhile, Bain, holding a sword, looks for them among the fleeing people "Sigrid ! Tilda !" Bard rides into the city and dismounts, drawing his sword. He runs against the flow of the fleeing people, looking for his children "My children ! Where are my children ?" A woman replies "I saw them. They were down in the old market." Bard asks "The market ?! Where are they now ? Tilda ! Sigrid !" Percy runs up at the head of a company of the Laketown soldiers "Bard, orcs are storming over the causeway !" Bard says "Get the bowmen to the eastern parapet. Hold them off for as long as you can !" Percy shouts "Archers, this way !" A fleeing man says "The orcs have taken Stone Street ! The market's overrun !" Bard says "The rest of you, follow me !" Bard's group encounters the orcs, and they begin fighting. Elsewhere in Dale, Gandalf and Bilbo are also fighting the orcs. A group of townspeople run toward the orcs, and Alfrid is running with them "Charge ! Onward ! To the death !" While still shouting, he stops running, panting for breath. Seeing that no one is watching him, he hides in a building. Orcs are chasing Sigrid and Tilda. As they run screaming around a corner, Bain jumps out and kills the lead orc. The second orcs knocks him to the ground and swings at him, only to get his sword caught on something overhead. Bain uses this chance to thrust his sword into the orc, killing it. He and his sisters round a corner and see their father fighting further up the lane, uphill from them. Sigrid calls out "DA!" Tilda shouts "Da ! We're down here !" Bain shouts "Here !" Bard hears them and turns to see them, looking relieved. However, his expressions changes to shock when he sees a troll enter the lane behind the children, throwing men many feet away with a single blow of his mace. The troll sees the children and growls, and the girls scream. They are too far away for Bard to reach them in time, and he looks around frantically. As the troll approaches the children, 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 troll raises its mace to smash the children, but pauses in surprise when it sees Bard hurtling toward it in the cart "BAIN, TILDA, SIGRID - GET DOWN !" They throw themselves to the floor as the cart bounces over them. It then smashes into the troll and sends it flying. Bard is also thrown forward, and he manages to thrust his sword into the troll's heart in a flying strike. Bard and his children run up an empty street "Listen, I need you to gather the women and children. Take them to the Great Hall and barricade the door." Alfrid, hiding in a doorway nearby, hears them speaking. Bard gently takes Bain's sword from him "You understand, you must not come out for any reason !" Tilda says "We wanna stay with you !" Alfrid steps out "Show your father some respect !" He continues "You leave it to me, sire. You heard him, we make to the Great Hall !" He grabs Tilda and Sigrid and begins rushing them away. Bard calls after him "Alfrid, women and children only. I need every man fighting. See that you return !" He thrusts the sword into Alfrid's hands. Alfrid says "I'll get them to safety, sire." Seeing orcs appear nearby, he nervously hurries away "And my sword is yours to command." He begins rounding up the people he sees "Get up !" Bard holds Bain's face earnestly "Look after them !" Alfrid says "Shift it, granny !" As Bain catches up to Alfrid, Alfrid rudely tosses him the sword, and Bain looks at him in disgust. Bard and his men continue fighting orcs. Bain and the others help the weak and elderly "Make for the Great Hall !" As they approach the Great Hall, Alfrid runs and pushes his way through the people, knocking many of them over in his haste to reach the doors "Out of my way ! Abandon the cripples !"
