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Bilbo and the Dwarves watch from the Lonely Mountain as the dragon Smaug sets Laketown ablaze. Bard breaks out of prison, and eventually kills Smaug with the black arrow brought to him by his son Bain. Smaug’s falling body crushes the fleeing Master of Laketown and his cronies, who were escaping on a boat laden with the town’s gold. Bard becomes the new leader of the people of Laketown, with the Master’s conniving servant, Alfrid, acting as Bard’s reluctant servant, as they seek refuge in the ruins of Dale, while Legolas travels to investigate Mount Gundabad with Tauriel. Thorin, now struck with “dragon sickness” over the vast treasure in the mountain, searches obsessively for the Arkenstone, which Bilbo had previously found but kept hidden. Upon hearing that Laketown survivors have fled to Dale, he orders the entrance of the Lonely Mountain sealed off. Meanwhile, Galadriel, Elrond, and Saruman arrive at Dol Guldur and free Gandalf, sending him to safety with Radagast. They battle and defeat the Nazgûl and a formless Sauron himself, banishing them to the East. Azog, marching on Erebor with his vast Orc army, sends his son Bolg to Gundabad to summon their second army. Legolas and Tauriel witness the march of Bolg’s army, bolstered by Orc berserkers and giant bats.