As Thranduil and his elves march through the city, killing orcs, they stop abruptly as they see Tauriel standing in the middle of the lane ahead of them, looking resolute "[You will go no further.] You will not turn away - not this time !" Thranduil says "Get out of my way !" Tauriel says "The dwarves will be slaughtered !" Thranduil tells her "Yes, they will die. Today, tomorrow, one year hence, a hundred years from now. What does it matter ? They are mortal." He has slowly been approaching Tauriel as he speaks. Suddenly, Tauriel whips out her bow and nocks an arrow, pointing it at Thranduil "You think your life is worth more than theirs, while there is no love in it ? There is no love in you !"

Thranduil looks at her angrily for a moment. Suddenly, he whips out his sword and slices Tauriel's bow in half. As she drops it in shock, Thranduil lifts the point of his sword to her neck and speaks angrily "What do you know of love ?! Nothing ! What you feel for that dwarf is not real ! You think it is love ?! Are you ready to die for it ?" Suddenly, another sword, Orcrist, is laid atop Thranduil's. It is Legolas. He pushes his father's sword away "[If you harm her, you will have to kill me.]" As Thranduil stares at him in shock and defeat, Legolas turns to Tauriel "I will go with you." They hurry away together. Alfrid, still wearing a woman's outfit and clutching the gold he found to his chest, weaves through the city, dodging orcs. As he backs toward a wall, an orc climbs over it and roars at him. It raises its club to kill him, and he screams. Suddenly, from behind him, Bard shoots and arrow and kills the orc. Alfrid falls over, and money falls out of his dress, and he tries to gather it up Bard says "Get up !" Alfrid tells him "Get away from me ! I don't take orders from you ! People trusted you. They listened to you. The master's mantle was there for the taking. And you threw it all away, for what ?" Bard turns and looks back. Alfrid follows his gaze to see Bard's children in a doorway, staring at him as his dress is full of coins. He turns and stomps away. Bard tells him "Alfrid - your slip is showing." Alfrid adjusts his dress, then rushes away. Invisibly, Bilbo is hurrying across bridges toward Ravenhill. Fili and Kili creep quietly through the ruins below Azog's signalling station. They hear a noise. Fili tells his brother "Stay here. Search the lower levels. I've got this." Having defeated the goblins, Thorin looks anxiously out over the frozen river. Dwalin asks "Where is that orc filth ?" Bilbo appears out of thin air behind him, panting "Thorin..." Thorin says "Bilbo !" Bilbo tells them "You have to leave here ! Now ! Azog has another army attacking from the north. This watchtower will be completely surrounded. There'll be no way out." Dwalin says "We are so close ! That orc scum is in there. I say we push on." Thorin tells him "No ! That's what he wants. He wants to draw us in." Suddenly, Thorin appears to have understood something alarming "This is a trap !" In the ruins, Fili hears a sound in front of him and turns around, only to see lights coming up the hallway from behind him too; he is trapped. Thorin talks to Dwalin "Find Fili and Kili ! Call them back !" Dwalin asks "Thorin, are you sure about this ?" Thorin replies "Do it. We live to fight another day." As they turn to leave, they hear a drum sound from Ravenhill. Looking back at the tower, they see a light appear. On top of the tower, Azog appears, dragging a bloodied Fili behind "[This one dies first. Then the brother. Then you, Oakenshield. You will die last.]" Fili shouts "Run ! RUN !" Thorin, Dwalin, and Bilbo look on in shock as Azog lifts Fili by the neck, then stabs him through the chest with his arm-blade ​"[Here ends your filthy bloodline !]" He drops Fili, who falls to the ground from the tower, lifeless.

Suddenly, they all heard a ferocious roar coming from behind Thorin, Dwalin and Bilbo. Thorin whispers "What are you doing here, sister ?" Thyri comes next to Thorin looking straight at Azog who is smirking at her "[So, you survived. Such a shame that you will also die today. Princess or should I say Queen under the Mountain.]" Fili fell past Kili, who has been watching from a doorway below. Kili, seeing his dead brother on the ground, furiously rushes up the tower steps toward Azog. Thorin shouts "KILI !" He begins running across the frozen river. Dwalin shouts "Thorin ! Thorin... No." Thyri stays with Dwalin and Bilbo. Kili rushes up the steps, killing orcs in his way. As Thorin begins to clamber up the ruins, Azog rushes out of a tunnel and attacks him. They fight on the snowy mountainside, Thorin with his sword and Azog with his arm-blade and a mace. Bilbo, still on the other side of the river, hears a noise and ducks as werebats fly out of the fog. His sword glows blue, and he looks back to see Bolg and his forces climbing over the ruins. Seeing Bilbo, the orcs charge at him. Just before they reach him, Dwalin charges up and begins fighting the orcs. Bolg shouts "[Slay them all !]" Tauriel and Legolas pause on their way to Ravenhill as they see the werebats massing. Tauriel whispers "No..." The werebats fly down to the main battlefields, swooping through ranks of soldiers and causing mayhem. Legolas leaps and grabs the leg of a passing Werebat, and it carries him away. Tauriel sees Kili fighting several orcs on the ruins "Kili..." Azog and Thorin continue fighting. Thorin manages to knock Azog down, and Azog slides down a slippery slope. Before Thorin can chase after him, other orcs arrive and he is forced to fight them. In the courtyard, Bilbo throws rocks at orcs as Dwalin fights. Kili continue fighting his way up the ruins. Tauriel, looking for him, encounters and kills several orcs. Meanwhile, the werebat is still carrying Legolas in the air. As Bilbo continues throwing rocks, Bolg suddenly runs out and smacks Bilbo in the head with the handle of his mace, knocking him out cold. As the werebat carries Legolas over a stone tower, he shoots it through the neck, killing it and forcing it to release him. He drops gracefully on top of the tower. Azog, recovered suddenly charges at Thorin and knocks him onto the surface of the frozen river "[Go in for the kill !]" Azog yells to his orcs, many of which run out on to the ice to attack Thorin "[Finish him !]" Thorin looks around rapidly as many orcs run toward him. Suddenly, the orcs begin falling over with arrows stuck in them. Legolas is shooting the orcs attacking Thorin from the top of the tower. Thorin, with his broken sword, takes on the remaining orcs. Tauriel, in a moment of peace after dispatching her opponent, calls out "KILI !" Kili hears her, but he's too busy fighting two orcs at once to respond. Tauriel calls out again "KILI !" Kili calls out "TAURIEL !" Tauriel calls out "Kili..." Suddenly, Bolg jumps out of a tunnel and kicks Tauriel into a rock. Tauriel shouts "NO !" Seeing this, Kili angrily defeats his opponents and begins making his way toward her. Tauriel manages to slip out from Bolg's grasp and begins attacking him with her knife. He manages to grab both her arms and twists them, causing her to shriek in pain; he then smashes his fist down on her head, felling her. Thorin continues fighting orcs while Legolas helps. Kili rushes desperately as he hears Tauriel's groans. Bolg raises Tauriel up by the throat; she manages to kick him in the knee, causing him to fall. He grabs her and throws her bodily against a wall. As she lays stunned on the ground, he raises his mace for the kill. Suddenly, Kili leaps from a parapet onto him. They fight, and Kili manages to slash him, but Bolg grabs Kili by the head and raises the pointed base of his mace to stab him through the chest. Tauriel shout and jumps on Bolg from behind "No !" Bolg manages to throw her down again, and she can do nothing as Bolg raises his mace and plunges it through Kili's chest. Tauriel shouts "No !"

As Kili dies, he and Tauriel stare into each others eyes. Both of them are tearing up. Bolg drops Kili to the ground dead. Tauriel's grief turns to anger, and she leaps onto Bolg as he approaches her. They are standing over the edge of a precipice, and Bolg tries to swing her out over the fall. She manages to hold on to him and kick off a stone, launching them both over the edge. Thyri saw her nephews' death. She swings her spear at a orc.

Another orc runs toward her from behind. She throws her dagger at him which kills him quickly.

Legolas, on top of the tower, suddenly feels the tower shaking. He looks down to see a troll smashing away at the tower's base. Hearing Tauriel's grunts, he looks out and sees her rolling with Bolg down the mountainside. She lands on a broken staircase, gasping in pain. Meanwhile, Bolg has landed near her. He rises and prepares to kill her. Thyri jumps on Bolg from behind. Bolg lifts her up and throws her on the wall. Thyri moans in pain and she gets up but Bolg takes his pointed mace and impales her. She gasps in pain and roars for the last time.

Meanwhile, Thorin shouts "THYRI !" Legolas, seeing this, reaches back for an arrow, only to find that he has run out. He angrily throws down his bow and pulls out Orcrist. He leaps off the top of the tower and plummets down holding his sword out. He manages to stab the troll in the head, and it hobbles around in pain. Twisting the sword, he manages to get the troll to charge forward, smashing head first into the already-weakened base of the tower. Bolg looks up to see the tower fall over and make a bridge over the chasm between Legolas and Bolg. As Tauriel lays unconscious, Bolg and Legolas charge at each other over the makeshift bridge. They begin fighting. As they fight, Bolg swings his heavy mace at Legolas and misses, hitting the floor and causing it to crumble and fall into the chasm. He manages to stab an orc in the knee. Another orc rushes up and smashes into him, causing him to slide across the ice all the way to the edge of the waterfall, directly over Legolas and Bolg. Bolg knocks Legolas over, but as he raises his mace, Thorin manages to knock an orc over the edge of the waterfall. It lands on the bridge behind Bolg, breaking through the stones and causing him to fall under a pile of rubble. Another orc approaches Thorin, who is lying on his back, partially hanging over the edge of the waterfall, defenseless. As it raises its sword, Legolas manages to throw Orcrist into the orc's chest, killing it. As it falls over the edge, Thorin manages to reach out and grab the sword, saving it from going over.