While the army of Orcs on their way to Erebor, the people of Lake-town searching for refuge and the Dwarves hiding away inside the Lonely Mountain, Gandalf suffers in captivity in a cage in Dol Guldur. He had come to face the evil that had established itself in this Hill of Sorcery. However, he alone cannot win against the powers of Sauron. 

While the madness grows in Thorin, with his only focus on finding the Arkenstone in the treasure hoard, the people of Lake-town who would benefit from the gold the most, are packing what the Long Lake had washed ashore, carry their wounded, and hope to find someplace they could start again.

Fili, Kili, Bofur, and Óin walk along the slopes of the Lonely Mountain. After having survived the terror and destruction of Lake-town, they have finally reached their journey’s end. As they slowly march to their new home, the music playing is the Erebor Theme, masterfully composed by Howard Shore. 

While Thorin and one part of his company head back into the Mountain and the rest row their boat across the Long Lake to reunite with them, the people of Lake-town are doing what they can to stay the cold that is descending upon them. What they can salvage, they sprawl across the lake shore, building teepees out of cloth and wet wood as well as building fires with the same materials to keep dry and warm. 

The death of Smaug has done nothing to reduce the evil that has begun to gather its forces to strike upon Middle-Earth. The dragon would have been a perfect ally for their cause, however, even without him, the Orcs fuelled by the evil of Sauron are very capable of inflicting damage upon all races of the Earth.

As Lake-town burns under the sadistic maneuver of Smaug, the Dwarf company of Erebor still watch out of Ravenhill unto the destruction that they in part caused. Bofur, Óin, Fili and Kili still row their boat with Tauriel and Bard’s children on board trying to escape Lake-town before death finds them.