"Are we resolved? The return of the Arkenstone for what was promised," calls Bard. Thorin looks over the horizon into the distance, thinking he heard a noise.
     "Give us your answer! Will you have peace?'' pauses Bard, ''or war?'' He looks high up at the Dwarves. Just when Thorin is about to decide, a crow lands in front of him. He gazes at it for a moment before turning to Bard,
     "I will have war."

An army of Dwarves led by Thorin's cousin Dáin Ironfoot arrives. The Dwarves on the Mountain are cheering Dáin's name while Thranduil commands his army of Elves to march toward the Dwarf army, referring to Dáin.
''Hey, Thorin!'' Dáin yells as the Dwarves on the Mountain cheer loudly. ''Ironfoot has come!''

Gandalf's gaze is upon Dáin as they march forward to his army.
"Who is that? He doesn't look very happy," Bilbo asks as he tries to keep up the pace of elves and men.
"It is Dáin, Lord of the Iron Hills. Thorin's Cousin," Gandalf grits through his teeth.
"Are they alike?" Bilbo continues questioning.
"I've always found Thorin the more reasonable of the two," the wizard says and glances down at Bilbo. He looks at Gandalf before shifting his gaze to the marching army.

Dáin rides over the Elf and Lake-town army.
''Good morning! How are we all?'' he asks as he gazes over the elves. ''I have a wee proposition if you wouldn't mind giving a few moments of your time ... Would you consider ... JUST SODDING OFF?!'' Dáin suddenly shouts. The Lake-town army starts pulling back in fear.
''All of you! Right now!'' he yells. ''Stand fast!'' Bard commands. His people are intimidated by the dwarvish Lord.
''Come now, Lord Dáin,'' Gandalf calls as he steps forward.
''Gandalf the Grey. Tell this rabble to leave, or I'll water the ground with their blood.''
''There is no need for war between Dwarves, Men and Elves. A legion of Orcs march on the Mountain. Stand your army down.''
''I will not stand down before any Elf. Not least 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.'' Dáin then turns around to ride back to his army when Gandalf shouts his name.
''Put them in advance, see how far they get,'' Thranduil challenges.
''You think I give a dead dog for your threats, you pointy-eared-princess!'' Dáin shouts, ''You hear that, lads? We're on! Let's give these bastards a good hammering!'' One of the Dwarves of the army yells something in Dwarvish which leads to the cheering of the army.
''Stand your men down. I will deal with Ironfoot and his rebel,'' Thranduil demands as he rides forward on his elk, his elves following. Bard stretches out his right arm to prevent his men from marching forward.
''Let's get this done,'' Dáin says as he reaches his army. ''Send in the goats!'' he commands. The order was repeated in dwarvish and the army moved aside to let the goats pass.

''Ribo i thangail,'' Thranduil demands as he passes his army. The elves draw their bows and arrows and prepare to shoot.
''Thranduil! This is madness!'' Gandalf shouts as he makes his way through the elf soldiers. The goats storm down the hill while the elves are still waiting for their command.
''Fire!'' he yells and raises his sword in the air. Thousands of arrows filled the sky. Dáin commands in Dwarvish which sends revolving sticks in the air which destroy all arrows of the elves. The dangerous sticks had marked its landing in the army of the elves. Thranduil had followed the flying weapon and his gaze shot from his people to Dáin, who laughed abroad. The Dwarves on the Mountain cheer loudly as they see elves being taken down.
''Hey, how do you like that? The old twirley-whirlies,'' he grins, ''yah bugger.'' Thranduil gives another sign to lose arrows from the bow, but the Dwarves repeat the movement. As it struck down at the archers, the front row prepared for the goats. They form a wall with shields and spears.
The goats jump over the shields, where they will be shot down by the archers. The elves moved out of the way with their shields and spears in front. Dáin rides down and soon finds himself killing elves while riding on his boar. Dwarves and Elves fight until they all hear a rumbling sound from the mountains, and the field falls silent.

The rumbling sound had pulled Gandalf's attention.
''Were-worms,'' Gandalf mutters. A massive worm-like creature bursts through one of the mountains before being joined by other were-worms.
''Oh, come on,'' Dáin complains. Azog and his Orc army show up.
''Come forth my Armies,'' Azog roars in black speech. ''The Hordes of Hell are upon us! To battle! To battle, sons of Durin!'' Dáin yells. As the Orc army starts marching toward the Dwarf army.

''I'm going over the wall, who's coming with me?'' Kili beams.
''Aye, yes!'' they answer and are about to walk down to join the fight.
''Stand down.'' Thorin's voice beams through the air.
''What? Are we to do nothing?'' Fili questions.
''I said stand down!'' Thorin confirms strictly.

Gandalf retreated to Dale and fought alongside men. Legolas, Iladya, and Tauriel ride into Dale.
''Gandalf!'' Iladya calls, drawing the attention of the wizard. '
'Iladya!'' Gandalf sighs with relief when he sees the three elves entering Dale.
''There is a second army. Bolg leads a force of Gundabad Orcs. They are almost upon us,'' Iladya says.
''Gundabad?'' frowns the wizard, ''Ahh... This was their plan all along. Azog engages our forces, then Bolg sweeps from the north.''
''What? Th-the north? Where's the north exactly?'' Bilbo questions.
''Ravenhill.'' ''Ravenhill? Thorin is up there. And Fili and Kili! They're all up there!'' Bilbo comments. Tauriel's expression is rather shocked and distressed when Bilbo's words come to mind.

As Thranduil and his army are setting off to leave Dale, he comes across Tauriel.
''You will go no further,'' she speaks in Elvish, ''you will not turn away. Not this time.''
''Get out of my way,'' he snarls.
''The Dwarves will be slaughtered.''
''Yes, they will die,'' Thranduil says without a hint of compassion, ''today, tomorrow, one year hence, a hundred years from now. What does it matter? They are mortal.'' Tauriel suddenly draws her bow and arrow and points it at Thranduil, who is caught by surprise.
''You think your life is worth more than theirs, while there is no love in it? There is no love in you,'' Tauriel says mockingly. Thranduil strikes her bow and arrow with his sword in anger. It breaks in two and points his sword at her, ''What do you know of love? Nothing! What you feel for that Dwarf is not real. Do you think it is love? Are you ready to die for it?'' Iladya and Legolas draw their sword and strike down Thranduil's sword.
''If you harm her,'' Legolas speaks in Elvish, ''you will have to kill us,'' Iladya finishes in Elvish. They both turn to Tauriel. ''We will go with you,'' Legolas whispers. The three leave the King stunned and alone.

At the same time Legolas, Iladya, and Tauriel arrive, Legolas holds onto one of the giant bat's legs to fly over to the top tower. Tauriel then notices Kili fighting with the Orcs.
"No. Kili!" she gasps and runs towards the fight.
"Tauriel!" Iladya calls and pursues the elf into battle.

As Thorin is battling it out with Azog he is attacked by Azog's Orcs.
  "Go in for the kill! Finish him!" Azog speaks in Black Speech. Legolas helps Thorin out by killing the Orcs with his arrows from the top of one of the towers; as Tauriel kills one of the Orcs she calls out to Kili.
"Killi!" she yells and looks around, "Kili!"
"Tauriel!" Kili yells.
"Kili," Tauriel repeats softly. Bolg suddenly attacks Tauriel from behind, as Bolg overpowers her, and throws her against the wall. Iladya comes to her defense, as Bolg is about to stab Tauriel.
"No!" Iladya jumps onto Bolg's back but he throws her aside. Kili is the next one who jumps on his back. Bolg glances over his shoulder and smirks. He throws Kili at the wall, where he lies unconscious. Bolg was too strong for the dwarf and he was about to stab Kili. Tauriel tried to stop him but he simply kicked her away. Bolg stabs Kili through the heart, causing Tauriel's heart to stop.
"No! No." Tauriel watches Kili die, then in fury, she attacks Bolg. He throws her aside and is about to walk away.
Iladya sprints over and pulls him over the edge. Legolas watches Bolg going to attack his sister and tries to shoot an arrow but notices he's out. He jumps onto a war beast and makes him ram into a tower that forms a bridge and lets him run to Iladya's aid and battles it out with Bolg on the crumbling tower.

From atop of the icy falls, Thorin is battling it out with Azog's Orcs when one goes over the edge, through the crumbling tower taking Bolg with him, then just as another Orc is about to kill Thorin. Legolas notices and throws his sword into the Orc's chest, Bolg then appears again so Legolas takes out his knives, and they battle it out until Legolas manages to drive one of his knives into Bolg's head, and he falls through the tower which crumbles. Legolas goes searching for his sister.
"Iladya!"

Tauriel clings to Kili's dead body. She puts the stone he'd given her into his hand and begins to weep as she holds him. Legolas watches Tauriel crying over Kili's body while Iladya glances at her brother. She knows the amount of love Legolas had for Tauriel, but she fell in love with a dwarf of Durin.
"Legolas," Iladya whispers and lays her hand on his arm. He nods then turns to leave when they run into Thranduil. The expression in their father's eyes is numb.
"We ... cannot go back," Legolas mutters and walks past his father.
"Where will you go?" he asks softly, turning around.
"I don't know," Legolas answers, facing his father. Iladya followed her brother's steps and stood beside him.
"Go west. Find the Dunedain. There is a young ranger amongst them, you should meet him. His father Arathorn was a good man. His son might grow to be a great one."
"What is his name?" Iladya questions.
"He is known in the wild as Strider. His true name you must discover for yourself," Thranduil answers. Iladya and Legolas start to walk off when Thranduil says one last thing.
"Your mother loved you, more than anyone, more than life." Both his children turn to acknowledge their father's words for a moment before walking off to find the Dunedain of the north.

Thranduil finds Tauriel crying over Kili's body. "I want to bury him," she cries. She holds his hand as she looks at his face.
"Yes," Thranduil speaks calmly.
"If this is love, I do not want it," she whispers, slowly leveling her eyes to Thranduil's. "Take it from me, please!" she says. Thranduil slowly stalks closer and for the first time, he shows compassion. "Why does it hurt so much!"
"Because it was real," he says softly. With tears in her eyes, she kisses Kili on his lips, saying her final goodbye to the dwarf who stole her heart.