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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.