Amazement and confusion fell upon them all. Even as Gandalf had been speaking the darkness grew. The dwarves halted and gazed at the sky. The elves cried out with many voices.

“Come! ” called Gandalf. “There is yet time for council. Let Dain son of Nain come swiftly to us! ”

So began a battle that none had expected; and it was called the Battle of Five Armies, and it was very terrible. Upon one side were the Goblins and the wild Wolves, and upon the other were Elves and Men and Dwarves. This is how it fell out. Ever since the fall of the Great Goblin of the Misty Mountains the hatred of their race for the dwarves had been rekindled to fury. Messengers had passed to and fro between all their cities, colonies and strongholds; for they resolved now to win the dominion of the North. Tidings they had gathered in secret ways; and in all the mountains there was a forging and an arming. Then they marched and gathered by hill and valley, going ever by tunnel or under dark, until around and beneath the great mountain Gundabad of the North, where was their capital, a vast host was assembled ready to sweep down in time of storm unawares upon the South. Then they learned of the death of Smaug, and joy was in their hearts: and they hastened night after night through the mountains, and came thus at last on a sudden from the North hard on the heels of Dain. Not even the ravens knew of their coming until they came out in the broken lands which divided the Lonely Mountain from the hills behind. How much Gandalf knew cannot be said, but it is plain that he had not expected this sudden assault.

This is the plan that he made in council with the Elvenking and with Bard; and with Dain, for the dwarf-lord now joined them: the Goblins were the foes of all, and at their coming all other quarrels were forgotten. Their only hope was to lure the goblins into the valley between the arms of the Mountain; and themselves to man the great spurs that struck south and east. Yet this would be perilous, if the goblins were in sufficient numbers to overrun the Mountain itself, and so attack them also from behind and above; but there was no time for make any other plan, or to summon any help.

Soon the thunder passed, rolling away to the South-East; but the bat-cloud came, flying lower, over the shoulder of the Mountain, and whirled above them shutting out the light and filling them with dread.

“To the Mountain! ” called Bard. “To the Mountain! Let us take our places while there is yet time! ”

On the Southern spur, in its lower slopes and in the rocks at its feet, the Elves were set; on the Eastern spur were men and dwarves. But Bard and some of the nimblest of men and elves climbed to the height of the Eastern shoulder to gain a view to the North. Soon they could see the lands before the Mountain's feet black with a hurrying multitude. Ere long the vanguard swirled round the spur's end and came rushing into Dale. These were the swiftest wolf-riders, and already their cries and howls rent the air afar. A few brave men were strung before them to make a feint of resistance, and many there fell before the rest drew back and fled to either side. As Gandalf had hoped, the goblin army had gathered behind the resisted vanguard, and poured now in rage into the valley, driving wildly up between the arms of the Mountain, seeking for the foe. Their banners were countless, black and red, and they came on like a tide in fury and disorder.

It was a terrible battle. The most dreadful of all Bilbo's experiences, and the one which at the time he hated most—which is to say it was the one he was most proud of, and most fond of recalling long afterwards, although he was quite unimportant in it. Actually I must say he put on his ring early in the business, and vanished from sight, if not from all danger. A magic ring of that sort is not a complete protection in a goblin charge, nor does it stop flying arrows and wild spears; but it does help in getting out of the way, and it prevents your head from being specially chosen for a sweeping stroke by a goblin swordsman.

The elves were the first to charge. Their hatred for the goblins is cold and bitter. Their spears and swords shone in the gloom with a gleam of chill flame, so deadly was the wrath of the hands that held them. As soon as the host of their enemies was dense in the valley, they sent against it a shower of arrows, and each flickered as it fled as if with stinging fire. Behind the arrows a thousand of their spearmen leapt down and charged. The yells were deafening. The rocks were stained black with goblin blood. Just as the goblins were recovering from the onslaught and the elf-charge was halted, there rose from across the valley a deep-throated roar. With cries of “Moria! ” and “Dain, Dain! ” the dwarves of the Iron Hills plunged in, wielding their mattocks, upon the other side; and beside them came the men of the Lake with long swords. Panic came upon the Goblins; and even as they turned to meet this new attack, the elves charged again with renewed numbers. Already many of the goblins were flying back down the river to escape from the trap: and many of their own wolves were turning upon them and rending the dead and the wounded. Victory seemed at hand, when a cry rang out on the heights above.

Goblins had scaled the Mountain from the other side and already many were on the slopes above the Gate, and others were streaming down recklessly, heedless of those that fell screaming from cliff and precipice, to attack the spurs from above. Each of these could be reached by paths that ran down from the main mass of the Mountain in the centre; and the defenders had too few to bar the way for long. Victory now vanished from hope. They had only stemmed the first onslaught of the black tide.

Day drew on. The goblins gathered again in the valley. There a host of Wargs came ravening and with them came the bodyguard of Bolg, goblins of huge size with scimitars of steel. Soon actual darkness was coming into a stormy sky; while still the great bats swirled about the heads and ears of elves and men, or fastened vampire-like on the stricken. Now Bard was fighting to defend the Eastern spur, and yet giving slowly back; and the elf-lords were at bay about their king upon the southern arm, near to the watch-post on Ravenhill.

Suddenly there was a great shout, and from the Gate came a trumpet call. They had forgotten Thorin! Part of the wall, moved by levers, fell outward with a crash into the pool. Out leapt the King under the Mountain, and his companions followed him. Hood and cloak were gone; they were in shining armour, and red light leapt from their eyes. In the gloom the great dwarf gleamed like gold in a dying fire.

Rocks were buried down from on high by the goblins above; but they held on. leapt down to the falls' foot, and rushed forward to battle. Wolf and rider fell or fled before them. Thorin wielded his axe with mighty strokes, and nothing seemed to harm him.

“To me! To me! Elves and Men! To me! O my kinsfolk! ” he cried, and his voice shook like a horn in the valley.

Down, heedless of order, rushed all the dwarves of Dain to his help. Down too came many of the Lake-men, for Bard could not restrain them; and out upon the other side came many of the spearmen of the elves. Once again the goblins were stricken in the valley; and they were piled in heaps till Dale was dark and hideous with their corpses. The Wargs were scattered and Thorin drove right against the bodyguards of Bolg. But he could not pierce their ranks. Already behind him among the goblin dead lay many men and many dwarves, and many a fair elf that should have lived yet long ages merrily in the wood. And as the valley widened his onset grew ever slower. His numbers were too few. His flanks were unguarded. Soon the attackers were attacked, and they were forced into a great ring, facing every way, hemmed all about with goblins and wolves returning to the assault. The bodyguard of Bolg came howling against them, and drove in upon their ranks like waves upon cliffs of sand. Their friends could not help them, for the assault from the Mountain was renewed with redoubled force, and upon either side men and elves were being slowly beaten down.

On all this Bilbo looked with misery. He had taken his stand on Ravenhill among the Elves-partly because there was more chance of escape from that point, and partly (with the more Tookish part of his mind) because if he was going to be in a last desperate stand, he preferred on the whole to defend the Elvenking. Gandalf, too, I may say, was there, sitting on the ground as if in deep thought, preparing, I suppose, some last blast of magic before the end. That did not seem far off. “It will not be long now, ” thought Bilbo, “before the goblins win the Gate, and we are all slaughtered or driven down and captured. Really it is enough to make one weep, after all one has gone through. I would rather old Smaug had been left with all the wretched treasure, than that these vile creatures should get it, and poor old Bombur, and Balin and Fili and Kili and all the rest come to a bad end; and Bard too, and the Lake-men and the merry elves. Misery me! I have heard songs of many battles, and I have always understood that defeat may be glorious. It seems very uncomfortable, not to say distressing. I wish I was well out of it.”

The clouds were torn by the wind, and a red sunset slashed the West. Seeing the sudden gleam in the gloom Bilbo looked round. He gave a great cry: he had seen a sight that made his heart leap, dark shapes small yet majestic against the distant glow.

“The Eagles! The Eagles! ” he shouted. “The Eagles are coming! ”

Bilbo's eyes were seldom wrong. The eagles were coming down the wind, line after line, in such a host as must have gathered from all the eyries of the North.

“The Eagles! the Eagles! ” Bilbo cried, dancing and waving his arms. If the elves could not see him they could hear him. Soon they too took up the cry, and it echoed across the valley. Many wondering eyes looked up, though as yet nothing could be seen except from the southern shoulders of the Mountain.

“The Eagles! ” cried Bilbo once more, but at that moment a stone hurtling from above smote heavily on his helm, and he fell with a crash and knew no more.