The dwarven army continued to come down the hill side that was being led by a dwarf riding a hog. Their was goats pulling some sort of war machines as they continued to approach closer and eventually came to a halt. The company cheered that their kin had come. The elf king ordered something in elvish to his army and they began marching towards the dwarf army. " Ay! Thorin! Ironfoot has come!" The dwarf on the hog shouted as he came closer. Gandalf started walking with the elf army, the two hobbit's right beside him, trying to keep up.

"Who is that? He doesn't look very happy." Freya said, as she ran to catch up to the wizard.

"It is Dain, Lord of the Iron Hills. Thorin's cousin." Gandalf explained.

"Are they alike?" Bilbo asked.

"I have always found Thorin the more reasonable of the two." He said, as he looked down at the two halflings. Freya looked behind her at Thorin who was watching as his cousin continued to approach them on his hog, with a grand army behind him. The dwarven solider's came to halt and Dain continued to approach the elves.

"Good morning. How are we all?" Dain asked. The people of Lake-town grew tense in matter of seconds and held their weapons tightly. "I have a wee proposition if you wouldn't mind giving me a few moments of your time. Would ya consider...just sodding off?! All of you! Right now!" The dwarf shouted in outrage, causing the men to back away.

"Stand fast!" Bard encouraged.

"Oh come now, Lord Dain." Gandalf interrupted, as he walked through the crowd and passed the elves to approach the dwarf on the hog.

"Gandalf the Grey." Dain Sneered. "Tell this rabble to leave or I'll water the ground with their blood!" He threatened. Freya listened to all the sudden murmurs around her as she peered through the spaces, with Bilbo to see what was going on.

"There is no need for war between Dwarves, Men and Elvies. A legion of orcs march on the mountain. Stand your army down at once." The wizard demanded.

"I will not stand down before any elf. Not least this faithless woodland sprite." Dain snarled with such hatred as he pointed his battle axe right at the elf king. Thranduil could feel his insides boiling within him. " 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!" The dwarf uttered. The silence grew and the dwarf lord had, had enough and nudged his hog to head back up towards his army on the hill.

"Dain. Dain wait!" Gandalf yelled, but the dwarf ignored him.

"Let them advance. See how far they get." The elf king challenged.

"Ya think I give a dead dog for your threats, you pointy-eared princess?!" Dain growled, the elf king only growing angrier by the insult. " Ya hear that, lads? We're on let's give these bastards a good hammering!" The dwarves shouted in Khuzdul, waving their axes in the air.

Freya watched as Thranduil approached Bard. " Stand your men down." The elf ordered. " I'll deal with Ironfoot and his rabble." Bard held out his hand to signal his people not to go any further and the elves moved with great speed towards the dwarves.

"Right, then. Let's get this done. Send in the goats!"

Dozens of dwarves on goats began to emerge from behind the other soldiers, charging right at the elven army. Freya's eyes widen, this couldn't be happening right now. If the wizard was right, they had an even bigger threat and this was no time to be turning on each other. Thranduil shouted something in elvish to his army, and they all suddenly aimed their bows at the dwarves.

"Thranduil! This is madness!" Gandalf roared. The woman could feel her heart racing faster and faster as the dwarves got even closer, and she heard the elf shout some sort of command in his language and the elf army released their arrows through the air, only to hear seconds later the dwarf lord shout something in dwarvish and they launched arrows that were spinning rapidly over them destroying the arrows in it's path and flinging dozens of elves; killing them. Freya let out a startled screams, jumping out of the way as a dead elf landed in front of her.

"Hey! How do you like that, you old twirly-whirles?! Ha ha, you buggers!" Dain chuckled at this. Thranduil once again ordered his elves to release another round of arrows, only to be taking out by Dain's spinning arrow along with more elves. Thorin watched on as his kin and elves continued to battle each other. The elf soldiers began to retreat when the charging goats were within inches of them and their shields went up, and the dwarves barreled into them and they fought one another.

Freya looked up at Thorin, he was laughing about this. As if he was enjoying, seeing the blood shed by his kin. Suddenly they heard the sounds of rumbling in the distance, causing the elves and dwarves to stop fighting one another. Freya and Bilbo both looked at each other before looking to the hill side wondering what that could be. "Were-worms." Gandalf quietly muttered as giant worms pushed their way through the earth. It had razor sharp teeth, crushing the rocks into little pieces and then they disappeared back down the holes.

A loud horn is heard up on one of the towers on Ravenhill. Freya looked over at the tower only to gasp when saw it was Azog the Defiler and a few orcs working some sort of device that appeared to be giving signals for orders. Thousands of orcs charged out of the holes from the were-worms, towards the mountain. Dain's army made hast to fight the orcs while the elves stood their and did nothing. " The elves. Will they not fight?" Bilbo asked as the cousin stood by the wizard and watched as the elves continued to not move to fight against the one enemy they all had in common.

The woman couldn't bare to watch this and she closed her eyes. The dwarves shouting in their language. Freya slowly opened her eyes only to see the elves jumping over the dwarves and began fighting off the orcs. The dwarves soon joined in taking out every orc they could stab their swords and axes in.

"Uh, Gandalf. Is this a good place to stand?" Bilbo stuttered as he and his little cousin watched as more and more elves passed by them to engage their enemy. Freya turned to look up at the tower when the horn blared and then looked to see these giant beast that had come from the tunnels. The elves quickly aimed their arrows in their direction and released them and piercing the creatures skin and causing them to shriek and stumble back.

The enemies horn is sounded again, this time giving another command. " Gandalf look!" Freya shouted as she pointed in the direction of an army of orcs heading in the direction of the city. The wizard look from the city to Azog.

"Azog. He's trying to cut us off." The wizard stated, realizing what was happening.

"All of you! Fall back to Dale! Now!" Bard shouted, seeing the orcs and the trolls heading towards the city.

"To the city! Bilbo! Freya! This way!" Gandalf yelled as the three of them took off behind the Lake-town people towards Dale with their swords drawn.