I warned you.
Did I not warn you what would come
of dealing with Dwarves?
Now they've done it.
They've woken the dragon!
They've brought an apocalypse
upon our heads!
Come on. Quickly.
Quickly.
Faster now...
...I'm trying to evacuate.
Careful, man.
Never mind the books. Get on!
But, sire, should
we not try to save the town?
The town is lost.
- Save the gold!
- You heard him. Get a move on.
- Da!
- Come on.
Pile them up!
We have no time. We must leave.
- Get him up.
- Come on.
- Come on. Let's go.
- I'm fine. I can walk.
- Fast as you can.
- We're not leaving.
Not without our father.
If you stay here, your sisters will die.
Is that what your father would want?
Open...
...this door!
Do you hear me?
I can see him!
Look!
Down here! Now!
- Give me your hand.
- We gotta go.
Quickly now. Hurry.
Kili, come on!
- It's around the corner!
- Keep on going, man!
Dragon!
Come on, come on!
Faster! Faster!
If only we could take...
...more of these people with us,
but they're hardly...
- Worth it. I quite agree.
- Help!
Help!
Look out!
Move it!
Move it!
Come on! Faster!
My gold! My gold!
We're carrying too much.
We need to dump something.
Quite right...
...Alfrid.
Faster! Faster!
Poor souls.
Da.
Da!
He hit it!
- He hit the dragon! He did!
- No.
He hit his mark! I saw.
His arrows cannot pierce its hide.
I fear nothing will.
What are you doing?
- Come back! Bain!
- Bain!
Bain!
Get back here!
- Bain!
- Leave him.
We cannot go back.
Bain!
Dad.
Bain! What are you doing?
You were supposed to leave!
- I came to help you.
- No!
Nothing can stop it now.
This might.
Bain.
You go back.
You get out of here. Now.
Dad!
Bain!
Stop, stop! Halt!
Halt!
Who are you...
...that would stand...
...against me?
Now, that is a pity.
What will you do now...
...Bowman?
You are...
...forsaken.
No help will come.
Now's our chance! Go!
Go!
Head for the open water!
Hmm.
Is that...
...your child?
You cannot...
...save him from the fire.
He will...
...burn!
Stay still, son.
Stay still.
Tell me...
...wretch...
...how now shall you challenge me?
You have nothing left...
...but your...
...death!
Bain.
Look at me.
You look at me.
Little to your left.
That's it.
Bain! Hold on!
What was that?
What happened?
It fell. I saw it.
It's dead.
Smaug is dead.
By my beard...
...I think he's right.
Look there!
The Ravens of Erebor
are returning to the Mountain.
Aye.
Word will spread.
Before long...
...every soul in Middle-earth will know...
...the dragon is dead!
You are not...
...alone...
...Mithrandir.
Help me!
Where's my baby?
Please!
Somebody help me!
Help!
Over there!
Da!
Da!
- Da!
- Da!
Aah! Why me?
Tauriel.
Kili!
Come on.
We're leaving!
They are your people. You must go.
Come with me.
I know how I feel. I'm not afraid.
You make me feel alive.
I can't.
Tauriel.
I don't know what that means.
I think you do.
One more!
Keep it.
As a promise.
These are dry. You'll need them.
- Thank you.
- Here.
Oi! Give me one of them.
I'll catch my death...
...in this cold.
Find your own!
You're not in charge,
Alfrid Lickspittle.
You are wrong.
In the absence of the Master...
...the power cedes to his deputy...
...which in this instance is my good self.
Now give me that blanket!
Master's deputy?
Don't make me laugh.
You're a sneak-thief.
I'll be dead before...
...I answer to you.
Maybe that can be arranged.
I wouldn't go turning on your own, Alfrid.
Not now.
- Da!
- Come here!
You're alive.
It's all right, darling.
It was Bard! He killed the dragon!
I saw it with me own eyes.
He brought the beast down!
Shot him dead...
...with a Black Arrow.
Thank you, Bard!
- Good man.
- Thank you!
You've saved us all!
Bless you.
All hail to the Dragon-Slayer!
All hail...
...King Bard!
I have said it many times.
This is a man of noble stock.
- A born leader!
- Do not call me that.
I'm not Master...
...of this town.
Where is he?
- Where's the Master?
- Halfway down the Anduin.
With all our coin, I don't doubt.
You would know.
You helped him empty...
- ...the treasury.
- No.
I tried to stop him.
- Liar!
- Cheat!
You're a mongrel!
I begged. I pleaded.
Away with him!
- Tar him!
- I said, "Master...
...no!
Think of the children."
Hang him!
"Will nobody think of the children?"
Ow!
To the tree with him!
- Hang him hard!
- Take him down!
Enough! Let him go!
Let him go!
Look around you!
Have you not...
...had your fill of death?
Winter is upon us.
We must look to our own.
To the sick and the helpless.
Those who can stand,
tend to the wounded.
Those who have strength, follow me.
We must salvage what we can.
What then? What'll we do then?
We find shelter.
Hello!
Bombur?
Bifur?
Anybody?
Wait!
Wait!
- It's Bilbo!
- He's alive!
Stop! Stop!
Stop.
You need to leave.
We all need to leave.
We only just got here.
I've tried talking, but he won't listen.
- What do you mean, laddie?
- Thorin!
Thorin. Thorin.
He's been down there for days.
He doesn't sleep. He barely eats.
He's not been himself. Not at all.
It's this place. Ahem.
I think a sickness lies on it.
Sickness?
What kind of sickness?
Fili.
Fili!
Fili!
Gold.
Gold beyond measure.
Beyond sorrow...
...and grief.
Behold...
...the great...
...treasure hoard of Thror.
Welcome...
...my sister-sons...
...to the Kingdom...
...of Erebor.
Balin!
Kili!
Thank Durin, you're alive.
Bombur!
You're alive!
- Any sign of it?
- Nothing yet.
Nothing here.
- Keep searching!
- That jewel could be anywhere.
The Arkenstone is in these halls.
- Find it!
- You heard him.
- Keep looking.
- All of you!
No one rests until...
...it is found.
I am almost tempted...
...to let you take it.
If only...
...to see Oakenshield...
...suffer.
Watch it...
...destroy him.
Watch it corrupt...
...his heart...
...and drive him mad.
I've got you.
Take only what you need.
We have a long march ahead.
Where will you go?
There is only one place.
The Mountain.
You are a genius, sire.
We can take refuge inside the Mountain.
It might smell a bit of dragon,
but the women can clean that up.
It'll be safe and warm and dry...
...and full of stores...
...bedding, clothing...
...the odd bit of gold.
What gold is in that Mountain is cursed.
We will take only
what was promised to us.
Only what we need to rebuild...
...our lives.
Here. Pull your weight.
News of the death of Smaug
will have spread through the lands.
Aye.
Others will now look to the Mountain...
...for its wealth...
...for its position.
What is it you know?
Nothing for certain.
It's what I fear may come.
You saw something out there.
The Orc I pursued out of Lake-town,
I know who he is.
Bolg, spawn of Azog the Defiler.
A Warg pack was waiting for him
on the outskirts of Esgaroth.
They fled into the North.
These Orcs were different
from the others.
They bore a mark
I have not seen for a long time.
The mark of Gundabad.
Gundabad?
An Orc stronghold...
...in the far North of the Misty Mountains.
You may tell my father...
...if there is no place for Tauriel,
there is no place for me.
Legolas.
It is your king's command.
I ride North. Will you come with me?
To where?
To Gundabad.
I come for Mithrandir...
...and I will leave with him.
If you try to stop me...
...I will destroy you.
Nine...
...for mortal Men doomed to die.
I am not alone.
Are you in need of assistance, my lady?
You should've stayed...
...dead.
Mithrandir...
...come back.
He is here.
Yes.
The darkness has returned.
Go on!
Gandalf!
Gandalf!
Climb on!
He is weak.
He cannot remain here.
It is draining his life.
Go!
Quickly!
Come with me, my lady.
Go!
You have no...
...power here...
...servant of Morgoth.
You...
...are nameless.
Faceless.
Formless.
Go back to the void...
...from whence you came!
The spirit of Sauron endured.
And has been banished.
He will flee into the East.
Gondor...
...should be warned.
They must set a watch
on the walls of Mordor.
No.
Look after the Lady Galadriel.
She has spent much of her power.
Her strength is failing.
Take her to Lothlrien.
My Lord Saruman.
He must be hunted down...
...and destroyed once and for all.
Without the Ring of Power...
...Sauron can never again
hold dominion over Middle-earth.
Go now.
Leave Sauron to me.
- I need that horse.
- What?
- Gandalf, where are you going?
- To warn Erebor.
They have no idea what is coming.
I saw them...
...with my own eyes,
rank upon rank of Moria Orcs.
You must summon our friends,
bird and beast.
The battle for the Mountain
is about to begin.
Wait.
Take this.
If what you say is true,
then you'll need it more than I.
Thank you.
A word of warning, eh?
It can be a bit dicky sometimes.
You just have to twiddle with the top.
I expect you'll manage.
It is here in these halls.
I know it.
We have searched and searched.
Not well enough.
Thorin, we all would see
the stone returned.
And yet, it is still not found!
Do you doubt the loyalty of anyone here?
The Arkenstone...
...is the birthright of our people.
It is The King's Jewel.
Am I not the king?
Know this:
If anyone should find it...
...and withhold it from me...
...I will be avenged.
Dragon-sickness.
I've seen it before.
That look.
The terrible need.
It is a fierce and jealous love, Bilbo.
It sent his grandfather mad.
Balin, if Thorin...
...had the Arkenstone...
...or if...
...it was found...
...would it help?
That stone crowns all.
It is the summit of this great wealth...
...bestowing power...
...upon he who bears it.
Would it stay his madness?
No, laddie.
I fear it would make him worse.
Perhaps it is best...
...it remains lost.
What is that?
In your hand.
It's nothing.
Show me.
It...
I picked it up in Beorn's garden.
You've carried it all this way?
I'm gonna plant it in my garden.
In Bag End.
It's a poor prize to
take back to the Shire.
One day, it'll grow.
And every time I look at it, I'll remember.
Remember everything that happened,
the good, the bad...
...and how lucky I am that I made it home.
Thorin, I...
Thorin.
Survivors from Lake-town...
...they're streaming into Dale.
There's hundreds of them.
Call everyone to the gate.
To the gate!
Now!
Come on.
- Keep moving.
- Sire!
Sire!
Up here!
Look, sire! The braziers are lit.
So...
...the Company of Thorin Oakenshield
survived.
Survived?
There's a bunch of Dwarves
with all that gold?
I shouldn't worry, Alfrid.
There's gold enough
in that Mountain for all.
Make camp here tonight!
Find what shelter you can.
Get some fires going.
- Come on, hurry along now.
- Alfrid.
You'll take...
...the night watch.
Up it goes!
That's it.
I want this fortress made safe by sunup.
This Mountain was hard-won.
I will not see it taken again.
The people of Lake-town have nothing.
They came to us in need.
They have lost everything.
Do not tell me what they have lost.
I know well enough their hardship.
Those who have lived through dragon fire...
...should rejoice.
They have much...
...to be grateful for.
More stone.
Bring more stone to the gate!
That's it.
- These children are starving.
- We need food.
- We won't last three days.
- Bard...
- ...we don't have enough.
- Do what you can, Percy.
It'll be all right. Don't worry.
We need more water.
The children, the wounded
and the women come first.
Here you are.
Good morning, Alfrid.
What news from the night watch?
All quiet, sire. Not much to report.
Nothing gets past me.
Except an army of Elves, it would seem.
My Lord Thranduil, we did not look...
- ...to see you here.
- I heard you needed aid.
Here you go.
Pass it back.
Another one.
You have saved us.
I do not know how to thank you.
Your gratitude is misplaced.
I did not come on your behalf.
I came to reclaim something of mine.
There are gems in the Mountain
that I, too, desire.
White gems of pure starlight.
The White Gems of Lasgalen.
I know an Elf Lord who will pay
a pretty price for these.
Wait! Please wait!
You would go to war
over a handful of gems?
The heirlooms of my people
are not lightly forsaken.
We are allies in this.
My people...
...also have a claim
upon the riches in that Mountain.
Let me...
...speak with Thorin.
You would try to reason with the Dwarf?
To avoid war?
Yes.
Not a bad night's work.
Come on.
Hail, Thorin, son of Thrain.
We are glad to find you alive beyond hope.
Why do you come to the gates...
...of the King under the Mountain
armed for war?
Why does the King under the Mountain
fence himself in...
...like a robber in his hold?
Perhaps it is because
I am expecting to be robbed.
My lord...
...we have not come to rob you...
...but to seek fair settlement.
Will you not speak with me?
I am listening.
On behalf of the people of Lake-town...
...I ask that you honor your pledge.
A share of the treasure...
...so that they might rebuild their lives.
I will not treat with any man...
...while an armed host lies before my door.
That armed host will attack this Mountain
if we do not come to terms.
And your threats do not sway me.
What of your conscience?
Does it not tell you our cause is just?
My people offered you help.
And in return, you brought upon them
only ruin and death.
When did Lake-town come to our aid
but for the promise of rich reward?
A bargain was struck!
A bargain?
What choice did we have
but to barter our birthright...
...for blankets and food?
To ransom...
...our future in exchange
for our freedom?
You call that a fair trade?
Tell me...
...Bard the Dragon-Slayer...
...why should I honor such terms?
Because you gave us your word.
Does that mean nothing?
Be gone!
Ere our arrows...
...fly!
What are you doing?
You cannot go to war.
- This does not concern you.
- Excuse me...
...but in case you haven't noticed,
there is an army of Elves out there.
Not to mention several hundred
angry fishermen.
We are, in fact, outnumbered.
Not for much longer.
What does that mean?
It means, Master Baggins...
...you should never underestimate Dwarves.
We have reclaimed Erebor.
Now...
...we defend it.
He will give us nothing.
Such a pity.
Still...
- ...you tried.
- I do not understand.
Why?
Why would he risk war?
It is fruitless to reason with them.
They understand...
...only one thing.
We attack at dawn.
Are you with us?
Aye.
Master Baggins, come here.
You're going to need this.
Put it on.
This vest is made of silver steel.
Mithril...
...it was called by my forebears.
No blade can pierce it.
I look absurd.
I'm not a warrior, I'm a Hobbit.
It is a gift.
A token of our friendship.
True friends are hard to come by.
I have been blind...
...but now I begin to see.
I am betrayed.
Betrayed?
The Arkenstone.
One of them has taken it.
One of them is false.
Thorin...
...the Quest is fulfilled,
you've won the Mountain.
Is that not enough?
- Betrayed by my own kin.
- Now, uh...
...you made a promise
to the people of Lake-town.
Now, is this treasure...
...truly worth more than your honor?
Our honor, Thorin. I was also there.
I gave my word.
For that, I am grateful.
It was nobly done, but the treasure...
...does not belong to the people...
...of Lake-town.
This gold...
...is ours.
And ours alone.
By my life...
...I will not part...
...with a single coin.
Not...
...one...
...piece of it.
Gundabad.
What lies beyond?
An old enemy.
The ancient kingdom...
...of Angmar.
This fortress was once its stronghold.
It is where they kept their great armories.
Forged their weapons of war.
A light. I saw movement.
We wait for the cover of night.
It is a fell place, Tauriel.
In another age, our people waged war...
...on those lands.
My mother died there.
My father does not speak of it.
There is no grave.
No memory.
Nothing.
- Unh!
- Let me through!
Make way!
No, no.
No! Oi! You!
Pointy hat!
Yes.
You. We don't want no tramps, beggars...
...nor vagabonds here.
We got enough trouble
without the likes of you.
Off you go. On your horse.
Who's in charge here?
Who is asking?
You must set aside
your petty grievances with the Dwarves.
War is coming!
The cesspits...
...of Dol Guldur have been...
...emptied.
You're all...
...in mortal danger.
What are you talking about?
You know nothing...
...of Wizards.
They are like winter thunder
on a wild wind...
...rolling in from a distance,
breaking hard in alarm.
But sometimes a storm...
...is just a storm.
Not this time.
Armies of Orcs are on the move.
These are fighters.
They have been bred for war.
Our enemy has summoned his full strength.
Why show his hand now?
Because we forced him.
We forced him when the Company of Thorin
set out to reclaim...
...their homeland.
The Dwarves were never meant
to reach Erebor.
Azog the Defiler was sent to kill them.
His master seeks control of the Mountain.
Not just for the treasure within...
...but for where it lies,
its strategic position.
This is the gateway...
...to reclaiming
the lands of Angmar in the North.
If that fell kingdom should rise again...
...Rivendell, Lrien, the Shire...
...even Gondor itself, will fall.
These Orc armies you speak of,
Mithrandir...
...where are they?
These bats are bred for one purpose.
For what?
For war.
Come on, let's get those blades sharpened.
Aye. Blasted Elves.
- You swing an ax at it?
- No, brother.
You should be inside.
Out of the wind.
No, I...
...needed some air.
Place still stinks of dragon.
The Elves have been moving...
- ...their archers into position.
- Ah.
The battle will be over...
...by tomorrow's eve.
Though I doubt we will live
to see it.
No, these are dark days.
Dark days indeed.
Hmm.
No one could blame a soul
for wishing themselves elsewhere.
Must be nearing midnight.
Bombur's got the next watch.
It'll take a bit to wake him.
Bofur?
I will see you in the morning.
Goodbye, Bilbo.
Since when has my counsel
counted for so little?
What do you think I'm trying to do?
Save your Dwarvish friends,
and I admire...
...your loyalty to them.
But it does not dissuade me
from my course.
You started this, Mithrandir.
You will forgive me if I finish it.
Are the archers in position?
- Yes, my lord.
- Give the order.
If anything moves on that Mountain...
...kill it.
The Dwarves are out of time.
Bowman!
Do you agree?
Is gold so important to you?
Would you buy it
with the blood of Dwarves?
It won't come to that.
- This is a fight they cannot win.
- That won't stop them.
You think the Dwarves will surrender?
They won't.
They will fight to the death.
Bilbo Baggins.
If I'm not mistaken...
...this is the Halfling
who stole the keys...
...to my dungeons from under...
...the nose of my guards.
Yes.
Sorry...
...about that.
I came...
...to give you...
...this.
The Heart of the Mountain.
The King's Jewel.
And worth a king's ransom.
How is this...
...yours to give?
I took it as my 14th share
of the treasure.
Why would you do this?
You owe us no loyalty.
I'm not doing it for you.
I know that Dwarves can be obstinate...
...and pigheaded...
...and difficult.
They're suspicious and secretive...
...with the worst manners...
...imaginable,
but they are also brave...
...and kind...
...and loyal to a fault.
I've grown...
...very fond of them,
and I would save them if I can.
Now, Thorin...
...values this stone above all else.
In exchange for its return,
he will give you...
...what you are owed.
There will be no need...
...for war.
Rest up tonight.
- You must leave on the morrow.
- What?
- Get as far away from here as possible.
- I'm not leaving.
You picked me as the 14th man.
I'm not leaving the Company.
There is no Company. Not anymore.
Imagine what Thorin will do
when he finds out what you've done.
I'm not afraid of Thorin.
Well, you should be.
Don't underestimate...
...the evil of gold.
Gold over which...
...a serpent has long brooded.
Dragon-sickness seeps
into the hearts of all...
...who come near this Mountain.
Almost all. Heh.
You there.
Find this Hobbit a bed...
...and fill his belly with hot food.
He's earned it.
Hey.
Keep an eye on him.
If he should try...
...to leave, you tell me.
Move it!
Stupid Hobbit.
Wakey-wakey, Hobbit. Up you get.
I will put the next one between your eyes.
We have come to tell you...
...payment of your debt has been offered...
...and accepted.
What payment?
I gave you nothing.
You have nothing.
We have this.
They have the Arkenstone.
Thieves!
How came you by the heirloom
of our house?
That stone belongs to the king!
And the king may have it...
...with our goodwill.
But first he must honor his word.
They are taking us for fools.
This is a ruse.
A filthy lie.
The Arkenstone is in this Mountain!
It is a trick!
It's no trick.
The stone is real.
I gave it to them.
You?
I took it as my 14th share.
You would steal from me?
Steal from you? No.
No, I may be a burglar,
but I like to think I'm an honest one.
I'll let it stand against my claim.
Against your claim?
Your claim.
You have no claim over me,
you miserable rat!
I was going to give it to you.
- Many times I wanted to, but...
- But what...
...thief?
You are changed, Thorin.
The Dwarf I met...
...in Bag End would never have
gone back on his word.
Would never have doubted...
...the loyalty of his kin!
Do not speak to me...
...of loyalty.
Throw him from the rampart!
Did you not hear me?
I will do it myself. Curse you!
No!
Cursed be the Wizard...
- ...that forced you on us!
- If you don't like my burglar...
...then please...
...don't damage him.
Return him to me.
You're not making a very splendid figure
as King under the Mountain...
...are you, Thorin...
...son of Thrain?
Never again will I have dealings
with Wizards!
Go.
Or Shire rats!
Are we resolved?
The return...
...of the Arkenstone
for what was promised?
Why should I...
...buy back that which is...
...rightfully mine?
Keep the stone...
...sell it.
Ecthelion of Gondor
will give you a good price for it.
I will kill you!
By my oath,
I will kill you all!
Your oath means nothing.
I've heard enough.
Thorin...
...lay down your arms.
Open these doors.
This treasure...
...will be your death.
Thorin, we cannot...
...win this fight.
Give us your answer.
Will you have peace...
...or war?
I will have war.
Ironfoot.
Hey, Thorin!
Ironfoot has come!
Who is that?
He doesn't look very happy.
It is Dain, Lord of the Iron Hills.
Thorin's...
- ...cousin.
- Are they alike?
I've always found Thorin
the more reasonable of the two.
Good morning.
How are we all?
I have a wee proposition...
...if you wouldn't mind giving me
a few moments...
...of your time.
Would you consider...
...just sodding off?
All of you!
Right now!
Stand fast.
Come now, Lord Dain.
Gandalf the Grey.
Tell this rabble...
...to leave, or I'll water...
...the ground with their blood!
No need for war...
...between Dwarves, Men and Elves.
A legion of Orcs...
...march on the Mountain.
Stand down.
I will not stand down before any Elf.
Not least this faithless Woodland sprite.
He wishes nothing but ill upon my people.
If he chooses...
...to stand between me and my kin...
...I'll split his pretty head open!
See if he's still smirking then.
Dain...
...wait!
Let them advance.
See how far they get.
You think I give a dead dog
for your threats...
...you pointy-eared...
...princess?
You hear that, lads? We're on!
Let's give these bastards
a good hammering!
Stand your men down.
I'll deal with Ironfoot and his rabble.
Right then.
Let's get this done.
Send in the goats.
Thranduil!
This is madness!
How do you like that,
the old twirley-whirlies?
Ha, ha, you buggers!
Were-worms.
Oh, come on.
The hordes of hell are upon us!
Fight to the death!
I'm going over the wall.
Who's coming with me?
- Aye!
- Come on, let's go!
- Stand down.
- What?
Are we to do nothing?
I said, stand down!
The Elves.
Will they not fight?
Charge!
Yes!
Uh, Gandalf?
Is this a good place to stand?
Azog.
He's trying to cut us off.
All of you!
Fall back to Dale!
Now!
To the city!
Bilbo! This way!
Sigrid!
Tilda!
My children! Where are my children?
I saw them!
They were down in the old market!
The market?
Where are they now?
Tilda! Sigrid!
Bard! Orcs are storming over the causeway!
Get the bowmen to the eastern parapet.
Hold them off as long as you can.
Archers! This way!
The Orcs have taken Stone Street!
The market's overrun!
The rest of you...
...follow me!
Charge! Onward!
To the death!
Da!
Da!
- Here!
- We're down here!
Bain!
Sigrid! Get down!
Listen!
Gather...
...the women and children.
Take them to the Great Hall...
...and barricade the door.
You understand?
You must not come out for any reason.
We want to stay with you!
Show your father some respect.
You leave it to me...
...sire.
You heard him.
- We make for the Great Hall.
- Alfrid!
Women and children only.
I need every man...
...fighting.
See that you return.
I'll get them to safety, sire.
Then my sword is yours to command.
Get up!
Look after them.
Shift it, granny!
Make for the Great Hall!
Out of my way!
Abandon the cripples!
You buggers!
Where's Thorin?
We need him! Where is he?
Fall back!
Since when do we forsake...
...our own people?
Thorin...
...they are dying...
...out there.
There are halls beneath halls
within this Mountain.
Places we can fortify...
...shore up, make safe.
Yes.
Yes...
...that is it.
We must move the gold
further underground...
- ...to safety.
- Did you hear me?
Dain is surrounded.
They're being slaughtered, Thorin.
Many die in war.
Life is cheap.
But a treasure...
...such as this cannot be counted...
...in lives lost.
It is worth...
...all the blood we can spend.
You sit here in these vast halls...
...with a crown upon your head...
...and yet you are lesser now
than you have ever been.
Do not speak to me...
...as if I were some lowly Dwarf Lord...
...as if...
...I were still...
...Thorin...
...Oakenshield.
- I am your king!
- You were always my king.
You used to know that once.
You cannot see what you have become.
Go.
Get out.
Before I kill you.
You sit here...
...with a crown upon your head.
You are lesser now
than you have ever been.
But a treasure such as this
cannot be counted in lives lost.
A sickness lies upon that treasure.
The blind ambition of a Mountain King.
Am I not the king?
This gold...
...is ours.
And ours alone.
I will not part...
...with a single coin.
He could not see
beyond his own desire!
As if I were some lowly Dwarf Lord...
...Thorin Oakenshield.
A sickness which drove
your grandfather mad.
This is Thorin...
...son of Thrain, son of Thror!
I am not my grandfather.
I am not my grandfather.
You are the heir to the Throne of Durin.
They are dying out there.
Take back Erebor.
Dain is surrounded.
Dying.
Is surrounded.
Dying.
Take back your homeland.
You are changed, Thorin.
I am not my grandfather.
Is this treasure truly worth more
than your honor?
I am not my grandfather.
This treasure will be your death!
Fall back!
Fall back...
...to the Mountain!
Fall back!
I will not hide...
...behind a wall of stone...
...while others fight our battles for us!
It is not in my blood, Thorin.
No.
It is not.
We are sons of Durin.
And Durin's Folk...
...do not flee from a fight.
I have no right to ask this of any of you.
But will you follow me...
...one last time?
Thorin.
To the king!
To the king!
The Dwarves.
They're rallying.
They're rallying to their king.
Any man who wants to give their last...
...follow me!
Come on, Bombur. Get up.
- Nori.
- Gloin!
Right behind you, brother.
I say we stand with our men
in life and in death.
- I'm with you.
- Arm yourselves.
- Come with us.
- No, no, no.
- You leave an old woman be.
- Don't be afraid.
I said, get off!
Alfrid Lickspittle.
You are a coward.
"Coward"?
Not every man's brave enough
to wear a corset.
You're not a man.
You're a weasel.
Dain!
Thorin!
Hold on!
I'm coming!
Hey, cousin!
What took you so long?
There's too many of these buggers, Thorin.
I hope you've got a plan.
Aye.
We're going to take out their leader.
Azog?
I'm gonna kill that piece of filth.
Thorin, you cannot do this.
You're our king.
That is why I must do it.
And how do you plan to fight your way
single-handed to Ravenhill?
Halt!
It's been a while since I've done this.
To Ravenhill!
Hold tight, lads.
You're all mad bastards.
I like it.
May Durin save you all.
Watch out!
Eyes front...
...lads!
Hold on!
I'm out!
Bring it down!
- Shoot it!
- Where?
In his jambags!
It doesn't have any jambags!
- Duck!
- Kili!
Move it!
Hang on, lads! I'm coming!
Bofur, you beauty!
- Dwalin!
- Go!
Come on...
...you hairy hedgepig!
Come on!
Yeah!
- Yeah!
- Yeah!
Wargs!
Hold tight, lads.
There's more coming!
We're pulling too much weight.
We won't make it.
Cut the tracers.
Ride them to Ravenhill.
No, Balin.
My goat-riding days are over.
Durin be with you, brother.
I am too old for this.
Hyah!
Onwards!
Lead on!
Get up.
Get away from me.
I don't take orders...
...from you.
People trusted you.
They listened to you.
The Master's mantle...
...was there for the taking...
...and you threw it all away.
For what?
Alfrid...
...your slip is showing.
We may yet survive this.
Gandalf!
It's Thorin.
And Fili, Kili...
...and Dwalin.
He's taking his best warriors.
To do what?
To cut the head off the snake.
Die!
Gandalf!
Legolas.
Legolas Greenleaf.
There is a second army.
Bolg leads a force of Gundabad Orcs.
They are almost upon us.
Gundabad.
This was their plan all along.
Azog engages our forces,
then Bolg sweeps in from the North.
The North?
Where is the North...
- ...exactly?
- Ravenhill.
Ravenhill?
Thorin is up there.
And Fili and Kili. They're all up there.
Where is he?
It looks empty.
I think Azog has fled.
I don't think so.
Fili...
...take your brother.
Scout out the towers.
Keep low and out of sight.
If you see something...
...report back. Do not engage.
- Do you understand?
- We have company.
Goblin mercenaries.
No more than a hundred.
We'll take care of them. Go!
Go!
Come on!
Recall your company.
My lord, dispatch this force...
...to Ravenhill.
The Dwarves are about...
...to be overrun.
Thorin must be warned.
By all means, warn him.
I have spent enough Elvish blood
in defense...
...of this accursed land. No more.
Thranduil?
I'll go.
Don't be ridiculous.
You'll never make it.
Why not?
Because they will see you coming
and kill you.
No, they won't.
They won't see me.
It's out of the question.
I won't allow it.
I'm not asking you to allow it, Gandalf.
You will not turn away.
Not this time.
Get out of my way.
The Dwarves will be slaughtered.
Yes, they will die.
Today...
...tomorrow...
...one year hence,
a hundred years from now.
What does it matter?
They are mortal.
You think your life is worth more...
...when there is no love in it?
There is no love in you.
What do you know of love?
Nothing.
What you feel for that Dwarf...
...is not real.
You think it is love?
Are you ready to die for it?
I will go with you.
Push!
By Durin, you've lost your ax.
No, he's not.
There you go, cousin.
You know where you can stick that.
Hey. Stay here.
Search the lower levels.
I've got this.
Where is that Orc filth?
Thorin.
Bilbo.
You have to leave here. Now.
Azog has an army attacking
from the North.
This watchtower will be surrounded.
- With no way out.
- We are so close.
That Orc scum is in there.
I say we push on.
No. That's what he wants.
He wants to draw us in.
This is a trap.
Ah.
Find Fili and Kili. Call them back.
Thorin, are you sure about this?
Do it.
We'll live to fight another day.
Oh...
Go.
Run!
Kili!
Thorin.
Thorin. No.
No.
Kili.
Kili!
Kili!
Tauriel!
Kili.
No!
No!
Mm.
Tauriel!
The Eagles are coming.
Bilbo.
Don't move. Don't move. Lie still.
Oh. Mm. Mm.
I'm glad you are here.
- Shh, shh.
- Unh.
I wish to part from you in friendship.
No.
You are not going anywhere.
You're going to live.
I would take back...
...my words and my deeds at the Gate.
You did what only a true friend would do.
Forgive me.
I was too blind to see it.
I am so sorry...
...that I have led you into such peril.
No, I'm glad to have shared
in your perils, Thorin.
Each and every one of them.
It is far more than any Baggins deserves.
Farewell...
...Master Burglar.
Go back to your books.
And your armchair.
Plant your trees.
Watch them grow.
If more people...
...valued home...
...above gold...
...this world would be a merrier place.
No. No, no, no. No.
Thorin. Thorin, don't you dare.
Thorin.
Thorin. Thorin, hold on.
Hold on, please.
The Eagles...
The Eagles... The Eagles are here.
Thorin?
The Ea...
I cannot go back.
Where will you go?
I do not know.
Go north.
Find the Dnedain.
There's a young Ranger amongst them.
You should meet him.
His father, Arathorn, was a good man.
His son...
...might grow to be a great one.
What is his name?
He's known in the Wild as Strider.
His true name...
...you must discover for yourself.
Legolas.
Your mother loved you.
More than anyone.
More than life.
They want to bury him.
Yes.
If this is love, I do not want it.
Take it from me.
Please.
Why does it hurt so much?
Because it was real.
The king is dead.
Long live the king!
Long live the king!
There is to be a great feast tonight.
Songs will be sung. Tales will be told.
And Thorin Oakenshield...
...will pass into legend.
I know that's how you must honor him.
But to me, he was never that.
He was...
To me...
...he was...
I'll slip quietly away.
Will you tell the others I said goodbye?
You can tell them yourself.
If any of you are ever
passing Bag End, uh...
...tea is at 4.
There's plenty of it.
You are welcome anytime.
Uh...
Don't bother knocking.
Ah, the borders of the Shire.
It is here I must leave you.
That's a shame.
I quite liked having...
...a Wizard around.
Seems they bring good luck.
You don't really suppose, do you,
that all your adventures and escapes...
...were managed by mere luck?
Magic rings should not be used lightly,
Bilbo.
Don't take me for a fool.
I know you found one in the Goblin tunnels.
And I've kept my eye on you...
...ever since.
Well, thank goodness.
Farewell, Gandalf.
Farewell.
You, uh...
You needn't worry about that ring.
Fell out of my pocket during the battle.
I lost it.
You're a very fine person, Mr. Baggins.
And I'm very fond...
...of you.
But you're only quite a little fellow...
...in a wide world after all.
Wait a minute,
that's my mother's glory box.
And that's my dining chair.
Ah... Put that pouf down!
What is going on?
Hello...
...Mr. Bilbo.
You're not supposed to be here.
What do you mean?
On account of you
being presumed dead.
I am not dead.
Presumed or otherwise.
I'm not sure that's permitted.
Mr. Bilbo!
Twenty-one! Any advance on 21?
Any advance on 21?
Ha, ha! Sold to Mrs. Bolger.
Somewhere for Fatty to put his feet on.
Any bids for this?
This is Shire-made.
No Dwarvish reproductions here.
Stop!
Stop!
- There's been a mistake!
- Who are you?
Who am I?
You know who I am...
...Lobelia Sackville-Baggins.
This is my home.
And those are my spoons.
Thank you very much.
- This is most irregular.
- Excuse me.
It's been more...
...than 13 months since the disappearance.
If you are in fact...
...Bilbo Baggins and undeceased...
...can you prove it?
What?
Something official with your name...
...on it would suffice.
All right. Right.
A contract of employment as a bur...
Never mind as what.
There. My signature.
Yes, well... Uh...
Well, it certainly seems to be in order.
Yes.
Seems there can be no doubt.
Who is this you pledged
your service to?
Thorin Oakenshield?
He...
He was my friend.
No, thank you!
We don't want any more visitors,
well-wishers...
...or distant relations!
And what about...
...very old friends?
Gandalf?
Bilbo Baggins.
My dear Gandalf! Ha, ha!
It's good to see you.
One hundred and 11 years old.
Who would believe it?
Come on, come in!
Welcome. Welcome.