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The following morning, negotiators approach the gates and reveal the Arkenstone, hoping it will move Thorin to make a deal. Thorin, still fixated on the treasure, relents and accepts the plan, but he has no intention of fulfilling his end of the bargain. Thorin plans to wait for Dain and his troops, keep the gold, and fight for the Arkenstone. In anger he turns on Bilbo Baggins and threatens to kill him. Some of the dwarves are secretly dismayed at Thorin's treatment of the hobbit. Dain and his troops finally appear. Bard will not let Dain in to see Thorin, and both sides prepare to do battle. Suddenly the skies darken as thousands of bats block out the sun. Their arrival signals the threat of attack by a huge force of goblins and wargs. The danger forces the elves, men, and dwarves to unite to defeat their common enemy. At first the strategy appears to work, but the numbers of evil fighters are too great. Thorin, finally coming to his senses, breaches his wall and emerges to rally the weary allies. Just when it appears the goblins will prevail, the eagles arrive, and the forces for good gain the upper hand. Bilbo, who has been with the elves, puts on his invisibility ring and is struck by a rock and knocked unconscious before the final victory.

The Hobbit: Written by J.R.R. Tolkien. 
Soundtrack composed by Howard Shore.
Audiobook narrated, produced, and edited by Bluefax.
Art by Jian Guo.