- Watch It. - Sorry Darling.
- There you are. - Thank you.
Come here.
Mind if I join you? - I'll have the same
I should introduce myself. My name is Gandalf.
- Gandalf the Grey. - I know who you are.
Well, now, this is a fine chance.
What brings Thorin Oakenshield to Bree?
I received word that my Father had been seen wondering the wilds near Dunland.
I went looking, I found no sign of him.
Thorin, it's been a long time since anything but rumour was heard of Thrain.
He still lives. I am sure of it.
My father came to see you before he went missing.
What did you say to him?
I urged him to march upon Erebor -
To rally the Seven Armies of the Dwarves
To destroy the dragon and take back the Lonely Mountain.
And I would say the same to you. Take back your homeland.
This is no chance meeting. Is it, Gandalf?
No.
It is not. The Lonely Mountain troubles me, Thorin. That dragon has sat there long enough.
Sooner or later, darker minds will turn towards Erebor.
I ran into some unsavory characters whilst traveling along the Green Way.
They mistook me for a vagabond.
I imagine they regretted that.
One of them was carrying a message.
It is Black Speech.
- Promise of payment. - For what?
Your head.
Someone wants you dead.
Thorin. You can wait no longer. You are the heir to the throne of Durin.
Unite the armies of the dwarves. Together you have the might and power to retake Erebor.
Summon a meeting of the seven dwarf families. Demand they stand by their oaths.
The seven armies swore that oath to the one who wields the King's jewel. The Arkenstone.
It is the only thing that will unite them and in case you have forgotten, that jewel was stolen by Smaug.
What if I were to help you reclaim it?
How? The Arkenstone lies half a world away.
- Buried beneath the feet of a fire breathing dragon. - Yes. It does.
Which is why we're going to need a burglar.
- How close is the pack? - Too close.
- Couple of leagues, no more. But that's not the worst of it. - Did the wargs pick up our scent?
- Not yet. But they will. We have another problem. - Did they see you?
- They saw you? - No, that's not it.
What did I tell you? Quiet as a mouse.
- Excellent burglar material - Will you listen. Will you just listen?
I'm trying to tell you there is something else out there.
What form did it take, like a bear?
Yes. But bigger. Much bigger.
You knew about this beast?
- I say we double back. - And be run down by a pack of orcs?
- There is a house, it's not far from here, where we might take refuge. - Whose house?
- Are they friend or foe? - Neither.
He will help us or he will kill us.
What choice do we have?
None.
Run!
This way! Quickly!
Go!
The house!
Run!
Come on, get inside.
Open the door!
Quickly!
Push!
Come on!
What is that?
That is our host.
His name is Beorn.
He's a skin changer.
Sometimes he's a huge black bear. Sometimes he's a great strong man.
The bear is unpredictible, but the man can be reasoned with.
However, he's not overfond of Dwarves.
- He's leaving. - Come away from there!
It's not natural. None of it.
It's obvious. He's under some dark spell.
Don't be a fool. He's under no enchantment but his own.
Alright, now. Get some sleep all of you. You'll be safe here tonight.
I hope.
Dol Guldur
So you are the one they call Oakenshield.
Tell me, why is Azog the Defiler hunting you?
- You know of Azog? How? - My people were the first to live in the mountains.
Before the orcs came down from the north.
The defiler killed most of my family.
But some he enslaved. Not for work, you understand. But for sport.
Caging skinchangers and torturing them seemed to amuse him.
There are others like you?
Once there were many.
And now?
Now, there's only one.
You need to reach the mountain before the last days of Autumn.
- Before Durin's day falls, yes. - You are running out of time.
- Which is why we must go through Mirkwood. - A darkness lies upon that forest.
Fell things creep beneath those trees.
There's an alliance between the orcs of Moria and the necromancer in Dol Guldur.
I would not venture there, except in great need.
- We will the elven road. That path is still safe. - Safe?
The Wood Elves of Mirkwood are not like their kin. Less wise and more dangerous.
But it matters not.
What do you mean?
These lands are crawling with orcs. Their numbers are growing.
And you are on foot. You will never reach the forest alive.
I don't like dwarves.
They're greedy and blind. Blind to the lives of those they deem lesser than their own.
But orcs I hate more.
What do you need?
Go now, while you have the light.
Your hunters are not far behind.
The Elven Gate.
Here lies our path through Mirkwood.
No sign of the orcs. We have luck on our side.
Set the ponies loose. Let them return to their master.
This forest feels sick. As if a disease lies upon it.
Is there no way around?
Not unless we go 200 miles north. Or twice that distance -
South.
Something moves in the shadows unseen.
Hidden from our sight.
Every day it grows in strength.
Beware the Necromancer.
He is not what he seems.
If our enemy has returned, we must know.
Go to the tombs in the mountains.
The High Fells
So be it.
Not my horse, I need it!
- You're not leaving us? - I would not do this, unless I had to.
You've changed, Bilbo Baggins.
You're not the same Hobbit as the one who left the Shire.
I was going to tell you -
I found something in the goblin tunnels.
Found what?
What did you find?
My courage.
Good. Well that's good.
You'll need it. I'll be waiting for you at the overlook -
Before the steps of Erebor. Keep the map and key safe.
Do not enter that mountain without me.
This is not the Greenwood of old. The very air of the forest is heavy with illusion that will seek to enter your mind -
- And lead you astray. - Lead us astray?
What does that mean?
You must stay on the path. Do not leave it. If you do, you'll never find it again.
- No matter what may come, stay on the path! - Come on. We must reach the mountain before -
- The sun sets on Durin's day - Let's go.
It's our one chance to find the hidden door.
The path turns this way.
This way.
Air. I need air!
My head it's spinning. What's happening?
- Keep moving. - Nori -
- Why are we stopped? - The path - It's disappeared.
- What's going on? - We've lost the path.
Find it.
- All of you look. - Look for the path!
I don't remember that I've ever been here. None of it's familiar.
It's got to be here.
I don't even know what day it is.
There's no end to this accursed forest.
Look, a tobacco pouch.
There's dwarves in these woods.
Dwarves from the blue mountains no less. This is exactly the same as mine.
Because it is yours.
You understand? We're going round in circles. We're lost.
We're not lost, we keep heading east.
But which way is east?
We've lost the sun.
The sun. We have to find the sun.
Up there.
What is that? Enough!
Quiet! All of you!
We're being watched.
I can see a lake.
And a river. And the Lonely Mountain.
We're almost there!
Can you hear me?
I know which way to go.
Hello?
Hello
Oh no! Come on!
Their hide is tough. But there's good juice inside.
- Finish it. - It's alive and kicking.
Kill 'em. Kill 'em now.
Let us feast! Feast! Feast! Feast! Feast!
What is it?
Fat and juicy.
Just a little taste.
Where is it?
Here.
It stings! Stings!
Sting?
That's a good name.
Sting.
- I'm alright. - Where's Bilbo?
- Bilbo? - I'm up here.
Attack it!
Grab the legs. Pull.
Come on!
Where is it?
No!
Gloin, kill him!
Kill them all!
- Bring... - You die!
Kili!
Mine.
- Keep up! - Come on.
Do not think I won't kill you, dwarf.
It would be my pleasure.
- No! - Kili!
Throw me a dagger!
Quick.
If you think I'm giving you a weapon, dwarf, you're mistaken.
Search them.
- Hey, give it back! That's private.
Who is this? You're brother?
That is my wife.
- What of this horrid creature? A goblin mutant? - That's my wee lad, Gimli.
Where did you get this?
It was given to me.
Not just a thief, but a liar as well?
- Thorin, where's Bilbo?
This is not the end of it!
You hear me?
Let us out of here!
No!
Aren't you going to search me?
- I could have anything down my trousers. - Or nothing.
There is no way out. This is no Orc dungeon.
These are the halls of the Woodland realm.
No one leaves here -
But by the King's consent.
Some may imagine that a noble quest is at hand.
A quest to reclaim a homeland and slay a dragon.
I myself suspect a more prosaiac matter.
Attempted burglary or something of that ilk.
You have found a way in. You seek that which would bestow upon you the right to rule.
The King's Jewel.
The Arkenstone.
It is precious to you beyond measure.
I understand that.
There are gems in the mountain that I too desire.
White gems, of pure starlight.
I offer you my help.
- I am listening. - I will let you go -
If you but return what is mine.
- A favor for a favor. - You have my word.
One King to another.
I would not trust Thranduil, The Great King to honor his word, should the end of all days be upon us!
You lack all honor!
I've seen how you treat your friends.
We came to you once. Starving, homeless. Seeking your help.
You turned your back. You turned away from the suffering of my people
The inferno that destroyed us. (Dwarvish)
Do not talk to me of dragon fire. I know it's wrath and ruin.
I have faced the great serpents of the north.
I warned your grandfather of what his greed would summon.
But he would not listen.
You are just like him.
Stay here, if you will, and rot. A hundred years is a mere blink in the life of an elf.
I'm patient. I can wait.
- Did he offer you a deal? - He did -
I told him he can go [Dwarfish profanities].
Him and all his kin.
Well. That's that then.
A deal was our only hope.
Not our only hope.
I know you're there.
Why do you linger in the shadows?
I was coming to report to you.
I thought I ordered that nest to be destroyed not two moons past.
We cleared the forest, as ordered, my lord. But more spiders keep coming up from the south.
They are spawning in the ruins of Dol Guldur. If we could kill them at their source -
That fortress lies beyond our borders. Keep our lands clear of those foul creatures, that is your task.
When we drive them off -
What then? Will they not spread to other lands?
Other lands are not my concern.
The fortunes of the world will rise and fall. But here in this kingdom, we will endure.
Legolas said you fought well today.
He's grown very fond of you.
I assure, my lord. Legolas thinks of me as no more than a captain of the guard.
Perhaps he did once.
Now I'm not so sure.
I do not think you would allow your son to pledge himself to a lowly Sylvan elf.
No, you're right. I would not.
Still, he cares about you.
Do not give him hope where there is none.
The stone in your hand. What is it?
It is a talisman.
A powerful spell lies upon it. If any but a dwarf reads the ruins on this stone -
They will be forever cursed.
Or not.
Depending on whether you believe in that kind of thing. It's just a token.
A rune stone.
My mother gave me so I'd remember my promise.
What promise?
That I would come back to her.
She worries.
She thinks I'm reckless.
Are you?
Sounds like quite a party you're having up there.
It is Mereth Nuin Giliath.
The Feast of Starlight.
All light is sacred to the Eldar.
And Wood Elves love best, the light of the stars.
I always thought it is a cold light.
Remote and far away.
It is memory.
Precious and pure.
Like your promise.
I have walked there some times.
Beyond the forest and up into the night
I have seen the world fall away -
And the white light forever fill the air.
I saw a fine moon once.
The roads over the pass near Dunland. Huge. Red and gold it was. It filled the sky.
We were an escort for some merchants in Ered Luin. They were trading in silver work for furs. We took the green way south.
Keeping the mountain to our left.
And then it appeared.
This huge fine moon. Lighting our path.
These empty barrells should've been sent back to Esgaroth hours ago.
- The Bardman will be waiting for them. - Say what you like about our ill-tempered king -
He has excellent taste in wine.
- Come Elroth, try it. - I have the dwarves in my charge.
They're locked up. Where can they go?
I wager the sun is on the rise. Must be nearly dawn.
We're never gonna reach the mountain, are we?
Not stuck in here, you're not.
Bilbo!
There are guards nearby!
What's that? You first. Ori! Not that way.
Easy now.
This way.
I don't believe it we're in the cellars!
- You're supposed to be leading us out, not further in! - I know what I'm doing.
This way.
- My Lord! - Everyone, climb into the barrels. Quickly!
- Are you mad? They'll find us! - No they won't. I promise you. Please, you must trust me.
Do as he says.
What do we do now?
Hold your breath.
Hold my breath? What do you mean?
Where is the keeper of the keys?
We know he's definitely been hiding.
Well done, Master Baggins.
Come on, let's go!
Hold on!
No more!
Let's go.
Help me!
Shut the gate!
Do not let them escape!
No!
Watch out!
Get over the bridge!
Die!
Kili?
Go get them!
Kili?
Cut the log!
- Oh, it's you. - Why am I here, Gandalf?
Trust me Radagast. I would not have called you here without good reason.
This is not a nice place to meet.
No. It is not.
These are dark spells, Gandalf. Old.
And full of hate. Who's buried here?
If he had a name, it's long since been lost.
He would've been known only - as a servant of evil.
One of a number.
One of nine.
Why now, Gandalf. I don't understand.
- The ring wraiths' have been summoned to Dol Guldur - But it cannot be the necromancer.
A human sorcerer could not summon such evil.
Who said it was human?
The nine only answer to one master. We've been blind, Radagast. And in our blindness, the enemy has returned.
He is summoning his servants.
Azog the Defiler -
Is no ordinary hunter.
He is a commander. A commander of legions. The enemy is preparing for war.
It will begin in the east. His mind is set upon that mountain.
Where are you going?
- To rejoin the others. I started this.
- I cannot forsake them. They are in grave danger. - If what you say is true -
The world is in grave danger.
The power in that fortress will only grow stronger.
You want me to cast my friends aside.
- Anything behind us? - Not that I can see.
- I think we've outrun the orcs. - Not for long. We've lost the current.
Make for the shore!
Come on, let's go.
Move.
I'm fine. It's nothing.
- On your feet. - Kili's wounded. His leg needs binding.
There's an orc pack on our tail. We keep moving.
- To where? - To the mountain, we're so close.
A lake lies between us and that mountain.
We have no way to cross it.
- So then we go around. - The orcs will run us down as sure as daylight.
We have no weapons to defend ourselves.
Bind his leg quickly. You have two minutes.
Do it again and you're dead!
Excuse me, but uh. You're from Laketown, if I'm not mistaken?
That barge over there. It wouldn't be available for hire by any chance?
What makes you think I would help you?
Those boots have seen better days. And then that coat.
No doubt you have some hungry mouths to feed?
How many bairns?
- Boy and two girls. - And your wife, I imagine, she's a beauty?
Aye, she was.
- I'm sorry, I did not mean to... - Come on, come on, enough with the nicities.
What's your hurry?
What's it to you?
I would like to know who you are.
And what you were doing in these lands.
We are simple merchants from the Blue Mountains -
Journeying to see our kin in the Iron Hills.
Simple merchants, you say?
We need food, supplies, weapons.
Can you help us?
I know where these barrels came from.
I don't know what business you had with the elves. But I don't think it ended well.
No one enters Laketown but by leave of the master. All his wealth comes from trade with the Woodland realm.
He would see you in irons before risking the wrath of King Thranduil.
I'll wager there are ways to enter that town unseen.
Aye.
But for that you would need a smuggler.
For which we would pay double.
Keep up!
Such is the nature of evil. Out there in the vast ignorance of the world it festers and spreads
A shadow that grows in the dark.
A sleepless malice as black as the oncoming wall of night.
So it ever was. So will it always be.
In time all foul things come forth.
You were tracking a company of thirteen dwarves.
- Why? - Not thirteen. Not anymore.
The young one, the black haired archer.
We stuck him with a Morgul shaft.
Poisons in his blood. He'll be choking on it soon.
- Answer the question, filth.
I would not antagonize her.
You like killing things, orc?
You like death?
- Then let me give it to you!
I do not care about one dead dwarf. Answer the question.
You have nothing to fear. Tell us what you know and I will set you free.
You had orders to kill. Why? What is Thorin Oakenshield to you?
- The dwarf runt will never be king! - King? There is no king under the mountain, nor will there ever be.
None would dare to enter Erebor -
- Whilst the dragon lives. - You know nothing -
- You're world will burn - What are you talking about?
Speak!
Our time has come again.
My master serves the one.
Do you understand now, Elfling? Death is upon you?
The flames of war are upon you.
Why did you do that?
You promised to set him free.
And I did.
I freed his wretched head from his miserable shoulders.
There was more the orc could tell us.
There was nothing more he could tell me.
What did he mean by the flames of war?
It means they intend to unleash a weapon so great it will destroy all before it.
I want the watch doubled at our borders. All roads all rivers.
Nothing moves but I hear of it.
No one enters this kingdom and no one leaves it.
Watch out!
What are you trying to do? Drown us?
I was born and bred on these waters, master dwarf.
If I wanted to drown you, I would not do it here.
Oh, I've had enough of this lippy lake man.
I say we throw him over the side and be done with him.
Bard. His name's Bard.
- And how would you know? - Uh, I asked him.
I don't care what he calls himself. I don't like him.
We do not have to like him. We simply have to pay him.
Come on now, lads. Turn out your pockets.
How do we know he won't betray us?
We don't.
There's just a wee problem.
We're ten coins short.
Gloin, come on.
- Give us what you have. - Don't look to me -
I have been bled dry by this venture.
What have I seen for my investment?
Not but misery and grief and -
Bless my beard.
Take all of it.
- The money, quick. Give it to me. - We will pay you, when we get our provisions and not before.
If you value your freedom, you'll do as I say.
There are guards ahead.
What's he doing?
He's talking to someone.
He's pointing right at us.
- Now they're shaking hands. - What?
He's selling us out?
Quiet!
We're approaching the toll gate.
Halt! Goods inspection. Papers please.
- Oh, it's you, Bard! - Morning Percy. - Anything to declare?
- Nothing, but I'm cold and tired and ready for home. - You and me both.
- There we are. All in order. - Not so fast.
Consignment of empty barrels from the Woodland realm.
Only they're not empty. Are they Bard? If I recall correctly, you're licenced as a bargeman -
Not a fisherman.
That's none of your business!
No, it's the master's business, which makes it my business.
Oh, come on, Alfrid.. Have a heart, people need to eat.
These fish are illegal.
- Empty the barrels over the side. - You heard him, in the canal.
Come on. Get a move on.
Folk in this town are struggling.
- Times are hard. Food is scarce. - That's not my problem.
And when the people hear the master is dumping fish back in the lake?
When the rioting starts?
Will it be your problem then?
Stop!
Ever the people's champion, eh Bard. Protector of the common folk. You might have their favor now bargeman, but it won't last.
Raise the gate!
The master has his eye on you. You'll do well to remember, we know where you live.
It's a small town, Alfrid. Everyone knows where everyone lives.
All this talk of civil outrest... Someone's been stirring the pot, Sire.
Gout playing up, Sire?
It's the damp. It's the only possible explanation. Get me a brandy.
The mood of the people, Sire... It's turning ugly.
They're commoners, Alfrid. They've always been ugly.
It's not my fault they live in a place that stinks of fish oil and tar.
Jobs, shelter, food -
It's all they ever bleet about.
It's my belief, Sire. That they're being lead on by troublemakers.
Then we must find these troublemakers and arrest them.
- My thoughts exactly, Sire. - And all this talk of change must be suppressed.
Before we let the rebels band together starts making noises. The next thing you know they'll start
Asking questions. Forming commitees.
- Launching inqueries. - Out with the old. In with the new.
What?
That's what they've been saying, Sire.
- There's even talk of an election. - An election? That's absurd! I won't stand for it.
I don't think they ask you to stand, Sire.
Shaggers, ingrates, rebel rousers... Who would have the nerve to question my authority?
Who would dare?
Bard.
You mark my words, that troublemaking bargeman is behind all this.
Get your hands off me.
You didn't see them. They were never here.
The fish you can have for nothing.
Follow me.
Da', our house! It's being watched.
You can tell the master I'm done for the day.
Da'!
Where have you been?
Father, there you are. I was worried.
That's alright. Bain, get them in.
If you speak of this to anyone, I'll rip your arms off.
Get off.
Up there.
Da, why are there dwarves coming out of our toilet?
Will they bring us luck?
They may not be the best fit, but they'll keep you warm.
Thank you.
A dwarvish wind lance!
You look like you've seen a ghost.
He has. The last time we saw such a weapon -
a city was on fire.
It was the day the dragon came.
The day that Smaug destroyed Dale.
Girion, the lord of the city -
Rallied his bowmen and fired upon the beast.
But a dragon's hide is tough. Tougher than the strongest armor.
Only a black arrow fired from a wind lance could have pierced the dragon's hide.
And few of those arrows were ever made.
The store was running low when Girion made his last stand.
Had the aim of men been true that day -
Much would've been different.
You speak as if you were there.
All dwarves know the tale.
Then you would know Girion hit the dragon.
He loosened a scale under the left wing. One more shot and he would've killed the beast.
That's a fairy story, lad. Nothing more.
You took our money.
Where are the weapons?
Wait here.
- Tomorrow begins the last days of Autumn. - Durin's day falls the morning after next.
We must reach the mountain before then.
And if we do not?
If we fail to find the hidden door before that time?
Then this quest has been for nothing.
Pike hook. Made from an old harpoon.
- And this? - A crow bill we call it. Fashioned from a smithy's hammer.
It's heavy in hand, I grant. But in defense of your life, these will serve you better than none.
We paid you for weapons.
Iron forged swords and axes!
It's a joke.
You won't find better outside the city armory.
All iron forged weapons are held there under lock and key.
Thorin.
Why not take this here offer and go?
I've made do with less.
So have you.
- I say we leave now. - You're not going anywhere.
What did you say?
There are spies watching this house and probably every dock and wharf in the town.
You must wait 'till nightfall.
Thorin?
Da'?
Don't let them leave.
Tauriel -
You cannot hunt thirty orcs on your own.
But I'm not on my own.
You knew I would come?
The King is angry, Tauriel. For six hundred years my father has protected you -
Favoured you. You defied his orders. You betrayed his trust.
The King has never let orc filth roam our lands. Yet he would let this orc pack cross our borders and kill our prisoners.
- It is not our fight. - It is our fight.
It will not end here. With every victory this evil will grow.
If you're father has his way, we will do nothing. We will hide within our walls. Live our lives away from the light.
And let darkness descend.
Are we not part of this world?
Tell me, Mellon. When did we let evil become stronger than us?
Hello, Bard. What are you after?
- There was a tapestry. An old one. Where's it gone? - What tapestry are you talking about?
This one.
They were dwarves I tell ya. Appeared out of nowhere. Full beards. Fierce eyes. I've never seen the like.
What are dwarves doing in these parts?
- It's the prophecy. Prophecy of Durin's folk.
A prophecy?
Prophecy.
Vast holds of treasure!
Can it really be true?
Has the Lord of Silver Fountains returned?
The Lord of Silver Fountains. The King of Carven Stone.
The King Beneath the Mountain.
Shall come into his own.
And the bells shall ring in gladness at the Mountain King's return -
But all shall fade in sadness. And the lake will shine and burn.
- Da'! I tried to stop them. - How long have they been gone?
As soon as we have the weapons, we'll make straight for the mountain
Go, go, go.
I can manage.
Let's just get out of here.
Run!
What is the meaning of this?
We caught em stealing weapons, Sire.
- Enemies of the state, then? - This is a bunch of mercenaries, if ever there was, Sire.
Hold your tongue.
You do not know to whom you speak.
This is no common criminal. This is Thorin.
Son of Thráin, son of Thrór!
We are the dwarves of Erebor.
We have come to reclaim our homeland.
I remember this town in the great days of old.
Fleets of boats lay at harbor, filled with silks and fine gems.
This was no forsaken town on a lake. This was the center -
Of all trade in the north!
I will see those days return. I would relight the great forges of the dwarves -
And send wealth and riches flowing once more from the halls of Erebor!
Death! That is what you'll bring upon us.
Dragonfire and ruin.
If you awaken that beast. It will destroy us all.
You can listen to this naysayer. But I promise you this.
If we succeed.
All will share in the wealth of the mountain.
You will have enough gold to rebuild Esgaroth ten times over!
All of you. Listen to me, you must listen. Have you forgotten what happened to Dale?
Have you forgotten those who died in the firestorm?
And for what purpose?
The blind ambition of a Mountain King so driven by greed, he could not see beyond his own desire.
Now, we must not, any of us, be too quick to lay blame.
Let us not forget, that it was Girion, Lord of Dale, your Ancestor -
Who failed to kill the beast.
It's true, Sire. We all know the story.
Arrow after arrow, he shot. Each one missing it's mark.
You have no right.
No right to enter that mountain.
I have the only right.
I speak to the master of the men of the lake.
Will you see the prophecy fulfilled?
Will you share in the great wealth of our people?
What say you?
I say unto you... Welcome!
Welcome and rise! Welcome King Under the Mountain!
You do know we're one short? Where's Bofur?
If he's not here, we leave him behind.
We have to, if we're to find the door before nightfall.
We can risk no more delays.
Not you.
We must travel at speed. You would slow us down.
What are you talking about? I'm coming with you.
No.
I'm going to be there when the doors open.
When we first look upon the halls of our fathers
Kili, stay here.
Rest. Join us when you're healed.
I'm gonna stay with the lad. My duty lies with the wounded.
Uncle.
We grew up on tales of the mountain.
Tales you told us.
You cannot take that away from him.
- Fili - I will carry him if I must.
One day you will be King and you will understand.
I cannot risk the fate of this quest for the sake of one dwarf.
Not even my own kin.
I say this is rubbish.
Fili, don't be a fool. You belong with the company.
I belong with my brother.
By my beard, is that the time!
Friends! May you bring fortune to all!
No!
Did you miss the boat as well?
Kili?
No. I'm done with dwarves, go away!
No! No one will help us. Kili's sick.
He's very sick.
What is this place?
It was once the city of Dale. Now it is a ruin.
The Desolation of Smaug.
The sun will soon reach mid day. We must find the hidden door into the mountain before it sets.
- This way. - Wait.
- Is this the overlook? Gandalf said to meet him here, on no account... - Do you see him?
We have no time to wait upon a wizard.
We're on our own. Come.
Dol Guldur. The hill of sorcery.
It looks completely abandoned.
As it is meant to. A spell of concealment lies over this place.
Which means our enemy is not yet ready to reveal himself.
He has not regained his full strength.
Radagast, I need you to carry a message to the Lady Galadriel. Tell her, we must force his hand.
What do you mean?
I'm going in alone. On no account come after me.
- Do I have your word? - Yes, yes, yes.
Wait, Gandalf!
- What if it's a trap? - Turn around and do not come back.
It's undoubtedly a trap.
- Anything? - Nothing!
If the map is true, the hidden door lies directly above us.
Up here!
You have keen eyes, Master Baggins.
This must be it.
The hidden door.
Let all those, who doubted us, rue this day!
Hey, we have a key?
Which means there somewhere there is a keyhole.
The last light of Durin's day -
Will shine upon the keyhole.
We're losing the light. Come on!
Be quiet. I can't hear when you're thumping!
Gonna find it.
It's not here!
Break it down!
Come on!
- We lost the light. - It's no good. The door's sealed.
Can't be open by force.
Powerful magic on it
No!
The last light of Durin's day -
Will shine upon the keyhole.
That's what it says.
What did we miss?
What did we miss? Balin.
We've lost the light.
There's no more to be done.
We had but one chance.
Come away, lads. It's over.
Wait a minute, what?
Where are they going?
You can't give up now!
Thorin -
You can't give up now.
Stand by the grey stone. When the thrush knocks.
And the setting sun.
And the last light of Durin's day will shine.
The last light.
Last light.
The keyhole!
Come back! Come back! It's the light of the moon! The last moon of Autumn!
Where's the key?
It was here.
It was just...
Erebor
Thorin
I know these walls.
These halls.
This stone.
Do you remember it, Balin?
Chambers filled with golden light.
I remember.
Here in lies the seventh kingdom of Durin's folk.
May the Heart of the Mountain unite all dwarves in defence of this home.
The throne of the king.
And what's that above it?
The Arkenstone.
- And what's that? - That -
Master burglar, Is why you are here.
Can you not do something?
I need herbs, something to bring down his fever.
Nightshade, fever...
They're no use to me. Do you have any Kingsfoil?
No, it's a weed. We feed it to the pigs. Pigs?
Weed? Right.
Don't move.
You want me to find a jewel?
A large white jewel, yes.
That's it? Only I imagine there's quite a few down there.
There's only one Arkenstone.
And you'll know it when you see it.
Right.
In truth, lad. I do not know what you will find down there.
You needn't go, if you don't want to. There's no dishonor in turning back.
No, Balin. I promised I would do this.
And I think I must try.
It never ceases to amaze me.
- What's that? - The courage of hobbits.
Go now. With as much luck, as you can muster.
Oh and Bilbo.
If there is in fact a -
Live dragon down there -
Don't waken it.
Where is your master?
Where is he?
Sauron
Hello
You're not at home. Not at home. Good. Good, good, good.
Not it. Shh..
Arkenstone...
A large, white jewel...
Very helpful.
Well, thief...
I smell you. I hear your breath.
I feel your air.
Where are you?
Come, now. Don't be shy.
Step into the light.
There is something about you.
Something you carry.
Something made of gold.
But far more precious.
There you are, thief in the shadows.
I did not come to steal from you -
Oh Smaug, the unaccessibly wealthy.
I merely wanted to gaze upon your magnificence.
To see, if you really were as great as the old tales say.
I did not believe them.
And do you now?
Truly.
The tales and songs -
Fall utterly short of your enormity, oh Smaug the Stupendous.
Do you think flattery will keep you alive?
No.
No indeed.
You seem familiar with my name.
But I don't remember smelling your kind before.
Who are you and where do you come from?
May I ask?
I...
I come from under the hill.
Underhill?
And under hills and over hills my path has led.
And through the air. I am he who walks unseen.
Impressive, what else do you claim to be?
I am...
Luck wearer...
- Riddle maker... - Lovely titles.
- Go on. - Barrel rider.
Barrels? Now that is interesting.
And what about your little dwarf friends?
Where are they hiding?
Dwarves? No...
No, no Dwarves here. You've got that all wrong.
Oh, I don't think so -
Barrel rider. They sent you in here to do their dirty work while they skulk about outside.
Truly. You are mistaken, oh Smaug, chiefest and greatest of calamaties.
You have nice manners for a thief and a liar.
I know the smell and taste of Dwarf. No one better.
It is the gold. They are drawn to treasure like flies to dead flesh.
Did you think I did not know this day would come?
That a pack of cowardly dwarves would come crawling back to the mountain.
- Was that an earthquake? - That, my lad -
Was a dragon.
- Da? - It's coming from the mountain.
You should leave us. Take your children. Get out of here.
And go where? There is no where to go.
- Are we going to die, da? - No, darling.
The dragon. It's going to kill us.
Not if I kill it first.
The King Under the Mountain is dead. I took his throne -
And ate his people like a wolf among sheep.
I kill where I wish, when I wish.
My armor is iron.
No blade can pierce me!
- The Black Arrow. Why did you never tell me? - Cause you did not need to know.
Listen to me carefully, I need you to distract the guards.
Once I'm at the top of the tower, I'll slip the arrow to the bow.
There he is! Guards, after him!
Okay. Down there. Go!
Stop him!
Bain...
Keep it safe. Don't let anyone find it.
- I'll deal with them. Go!
- Braga. - You're under arrest.
- On what charge? - Any charge the master chooses.
- What about Bilbo? - Give him more time.
Time to do what? To be killed?
- You're afraid. - Yes, I'm afraid.
I fear for you. A sickness lies upon that treasure horde.
- A sickness, which drove your grandfather mad. - I am not my grandfather.
You're not yourself.
The Thorin I know would not hesitate to go in there...
I will not risk this quest for the life of one burglar.
Bilbo. His name is Bilbo.
It's Oakenshield. That filthy dwarvish usurper.
He sent you in here for the Arkenstone. Didn't he?
No. I don't know what you're talking about.
Don't bother denying it. I guessed his foul purpose some time ago.
But it matters not. Oakenshield's quest -
Will fail. A darkness is coming.
It will spread to every corner of the land.
You are being used, thief in the shadows. You were only ever a means to an end.
The coward Oakenshield has weighed the value of your life.
Found it worth nothing.
No.
No, you're lying.
What did he promise you? A share of the treasure?
As if it was his to give. I will not part with a single coin.
Not one piece of it.
My teeth are swords, my claws are spears.
My wings, are a hurricane.
So it is true.
- The black arrow found it's mark. - What did you say?
I was just saying, your reputation proceeds you. Oh Smaug the Tyrannical.
Truly. You have no equal on this earth.
I am almost tempted to let you take it.
If only to see Oakenshield suffer. Watch it destroy him.
Watch it corrupt his arms and drive him mad.
But I think not, I think our little game ends here.
So tell me thief... How do you choose to die?
Da'? Is that you da'?
No!
Aaahhh!
You killed them all.
There are others. Tauriel -
Come.
We are losing him.
Tauriel
Athelas.
What are you doing?
I'm going to save him.
- You're alive. - Not for much longer.
- Did you find the Arkenstone? - The dragon's coming! - The Arkenstone?
Did you find it?
Yeah, we should get out.
Thorin.
Thorin!
You will burn!
- Come on! - Come on, Bilbo!
Come on.
Hold him down.
Tilda
- We've given him the slip. - No, he's too cunning for that.
- So where to now? - The western guard room.
- There may be a way out. - It's too high
- There's no chance that way - It's our only chance.
We'll have to try.
I heard tell of the wonders of elvish medicine.
That was a priviledge to witness.
Tauriel.
Lie still.
You cannot be her.
She is far away.
She is far, far away from me.
She walks in starlight in another world.
It was just a dream.
Do you think she could've loved me?
Stay close.
- That's it then. - There's no way out.
The last of our kin.
They must've come here, hoping beyond hope.
We could try to reach the mines.
Might last a few days.
No.
I will not die like this.
Cowering. Clawing for breath
- We make for the forges. - He'll see us
- Sure as death. - Not if we split up.
Thorin, we'll never make it.
Some of us might. Lead him to the forges.
We kill the dragon.
If this is to end in fire, then we will all burn together.
This way!
Flee! Flee! Run for your lives!
There is nowhere to hide.
Behind you!
Come on!
Run!
Hey you! Here!
This way! It's this way! Come on!
Thorin!
Follow Balin!
Come on!
Thorin!
Hold on!
Thorin!
Go!
The plan's not gonna work. These furnaces are stone cold.
He's right. We've no fire hot enough to set them ablaze.
Have we not?
I did not look to see you so easily outwitted!
You have grown slow and fat.
In your dotage. Slug!
Take cover!
Bombur! Get those billows working!
Go!
Bilbo! Up there. On my mark, pull that lever.
- Balin, can you still mix a blast flame? - Aye, it will only take a jiffy! Come on!
We don't have a jiffy.
Where's the sulfur! Are you sure you know what you're doing!
Come on!
Now!
Lead him to the Gallery of the Kings.
Keep going, Bilbo!
You think you can deceive me -
Barrel rider?
You have come from Laketown.
This is some sorted scheme hatched between these filthy dwarves and those miserable trading lakemen.
Those sniveling cowards with their long bows and black arrows.
- Perhaps it is time I paid them a visit. - Oh no!
This isn't their fault! Wait! You cannot go to Laketown!
You care about them? Do you?
Good.
Then you can watch them die!
Here! You witless worm!
- You. - I am taking back what you stole.
You will take nothing from me, dwarf.
I laid low your warriors of old.
I instill terror in the hearts of men.
I am King Under the Mountain!
This is not your kingdom. These are dwarf lands.
This is dwarf gold.
And we will have our revenge.
Ah, revenge. Revenge. I will show you revenge!
Listen to me! Do you not know what is coming?
I am fire.
I am death!
What have we done?