I'm dying of thirst over here.
Come on! Come on!
- Here you are.
- Thank you kindly.
- Oh, watch it!
- Sorry, darling.
- There you are.
- Thank you.
Master Stadle.
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 wandering...
...the Wilds near Dunland.
I went looking.
I found no sign of him.
Thorin, it's been a long time...
...since anything but rumor 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 on the Greenway.
They mistook me for a vagabond.
I imagine they regretted that.
One of them was carrying a message.
It is Black Speech.
A 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 oath.
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. A couple of leagues, no more.
But that's not the worst of it.
- Have the Wargs picked up our scent?
- Not yet. But they will do.
- 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?
Ye... 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.
Come on!
This way! Quickly!
Run!
Bombur, come on!
To the house!
Run!
Come on, get inside.
Open the door!
Quickly!
- Push!
- Push!
Dwalin!
Come on, lads!
What is...
...that?
That is our host.
His name is Beorn.
And he's a skin-changer.
Sometimes he's a huge black bear.
Sometimes he's a great strong man.
The bear is unpredictable...
...but the man can be reasoned with.
However...
...he is 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.
All right, now get some sleep. All of you.
You'll be safe here tonight.
I hope.
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 skin-changers...
...and torturing them
seemed to amuse him.
There are others like you?
Once there were many.
And now?
Now there is 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 is an alliance
between the Orcs of Moria...
...and the Necromancer in Dol Guldur.
I would not venture there...
...except in great need.
We will take the Elven Road.
That path is still safe.
"Safe"?
The Wood Elves of Mirkwood...
...are not like their kin.
They're 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 slopes 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.
It'll 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.
- Durin's Day?
- Let's go.
It is our one chance
to find the hidden door.
The path turns this way.
This way.
Air. I need air.
My head, it's swimming!
What's happening?
Keep moving.
Nori...
...why have 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 this bit.
None of it's familiar.
It's got to be here.
What hour is it?
I do not know. I do not even know
what day it is.
Is there no end to this accursed forest?!
Attercop.
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. Do you understand?
We're going around in circles.
We are lost.
We are not lost. We keep heading east.
But which way is east? We've lost the sun.
I thought you were the expert.
The sun.
We have to find...
...the sun.
Up there.
We need to...
...get above the canopy.
What was 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.
Oh, come on.
Kill them! Kill them.
Eat them now,
while their blood is running.
Their hide is tough,
but there's good juice inside.
Stick it again.
Stick it again. Finish it off.
The meat's alive and kicking!
Kill him.
Kill him now.
Let us feast.
Feast! Feast!
Feast! Feast!
Eat them alive!
Feast!
- What is it?
- What is it?
Eat them alive!
Fat and juicy.
Just a...
...little taste.
Curse it! Where is it?! Where is it?!
Here.
Ah! It stings!
It stings!
Sting.
That's a good name.
Sting.
You all right there, Bofur?
- I'm all right!
- Get it off me!
Where's Bilbo?
I'm up here!
Grab the legs!
Pull!
Pull!
Where is it? Where is it? Come on.
Where is it?
No!
No! No!
Thorin! Get them!
Come on!
Look out, brother!
Fili!
Mine.
Come on...
...keep up!
We're clear!
Do not think I won't kill you, Dwarf.
It would be my pleasure.
- Help!
- Kili!
Throw me a dagger!
Quick!
If you think I'm giving you...
...a weapon, Dwarf...
...you're mistaken!
Search them.
B'ey! Give it back! That's private!
Who is this?
- Your brother?
- That is...
...my wife!
And what is 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?
Unh! This is not the end of it!
- Do you hear me?!
- Hey, let us out of here!
Get off me!
Aren't you going to search me?
I could have anything down my trousers.
Or nothing.
- Again!
- Leave it!
There's 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 prosaic motive.
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...
...who lack all...
...honor!
I have seen how you treat your friends.
We came to you once,
starving, homeless...
...seeking your help.
But you turned your back!
You turned away from
the suffering of my people...
...and the inferno that destroyed us.
Do not talk to me of dragon fire.
I know...
...its 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 could go
sh kakhf ai-'d dr-rugnu!
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.
And 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 has grown very fond of you.
I assure you, my lord...
...Legolas thinks of me as
no more than a captain of the guard.
Perhaps he did once.
Now I am not so sure.
I do not think you would allow your son...
...to pledge himself to a lowly Silvan Elf.
No, you are 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 runes 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 it to 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?
Nah.
Sounds like quite a party...
...you're having up there.
It is Mereth e-nGilith...
...the Feast of Starlight.
All light is sacred to the Eldar.
But 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 sometimes.
Beyond the forest...
...and up into the night.
I have seen the world fall away...
...and the white light
of forever fill the air.
I saw a fire moon once.
It rose over the pass near Dunland. Huge.
Red and gold, it was. It filled the sky.
We were an escort for some merchants
from Ered Luin. They were...
...trading in silverwork for furs.
We took the Greenway south...
...keeping the mountain to our left.
And then it appeared.
This huge fire moon...
...lighting our path.
I wish I could show you the caverns.
Galion, you old rogue,
we're running out of drink.
These empty barrels should have been
sent back to Esgaroth hours ago.
The bargeman will be waiting for them.
Say what you like about our...
...ill-tempered king.
He has excellent taste in wine.
Come, Elros, try it.
I have the Dwarves...
...in my charge.
They're locked up.
Where can they go? Ha, ha.
I'll 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!
What?
Shh! There are guards nearby!
- Ha, ha, ha.
- Close the doors.
- It'll buy us more time.
- All right, Nori.
- Up the stairs.
- You first.
Ori.
Not that way. Down here. Follow me.
Go.
Easy, now.
This way.
Come on.
I don't believe it. We're in the cellars!
You were supposed to be leading us out,
not further in!
I know what I'm doing!
Shh!
This way! This way!
Everyone...
- ...climb into the barrels quickly.
- Are you mad?
- They'll find us.
- No, no.
They won't, I promise you.
Please, please. You must trust me.
Do as he says.
Move your big ginger head.
Bifur, get in...
...the barrel! Move!
Everyone's in.
What do we do now?
Hold your breath.
Hold my breath? What do you mean?
Where is the Keeper of the Keys?
Well done, Master Baggins.
Go! Come on, let's go!
Hold on!
Bilbo!
Hang on!
- Help!
- Ori!
No!
Watch out! There's Orcs!
Get under the bridge!
Kili!
Kili!
Kili.
Kili!
Nori!
Cut the log!
Bombur!
Tauriel.
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 have been known only...
...as a servant of evil.
One of a number.
One of nine.
Why now, Gandalf? I don't understand.
The Ringwraiths...
...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.
Gandalf.
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.
Bombur's half drowned.
- Make for the shore!
- Aye.
Come on, let's go!
Gloin, help me, my brother.
Come on, lift yourself.
Come on!
Come on, you big lump, you!
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've no weapons to defend ourselves.
Bind his leg, quickly.
You have two minutes.
Do it again...
...and you're dead.
Excuse me...
...but you're from Lake-town,
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.
As has that coat.
No doubt you have
some hungry mouths to feed.
How many bairns?
A boy and two girls.
And your wife, I imagine she's a beauty.
Aye.
She was.
I'm sorry. I didn't mean to...
Oh, come on, come on.
Enough of the niceties.
What's your hurry?
What's it to you?
I would like to know who you are...
...and what you are 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.
What of it?
I don't know what business you had
with the Elves...
...but I don't think it ended well.
No one enters Lake-town...
...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.
Offer him more.
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.
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 13 Dwarves.
Why?
Not 13.
Not anymore.
The young one...
...the black-haired archer...
...we stuck him with a Morgul shaft.
The poison's 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 them. 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 enter Erebor...
...whilst the dragon lives.
You know nothing.
Your 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 Lakeman.
I say we throw him over the side
and be done with it.
- Bard, his name's Bard.
- How do 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 10 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?
Naught but misery and...
...grief and...
Bless my beard.
Take it.
- Take all of it.
- Ahem.
The money, quick. Give it to me.
We will pay you when we...
...get our provisions but 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?
- The villain.
He's selling us out.
Quiet.
We're approaching the tollgate.
Halt!
Goods inspection!
Papers, please!
Oh, it's you, Bard.
Morning, Percy.
Anything to declare?
Nothing, but that I am 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 licensed as a bargeman.
Not...
...a fisherman.
That's none of your business.
Wrong.
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'd 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 unrest.
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 bleat about.
It's my belief, sire, they are
being led 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.
Can't afford to let the rabble
band together...
...and start making noises.
The next thing...
...you know, they'll start
asking questions...
...forming committees...
...launching inquiries.
Out with the old, in with the new?
What?
That's what they've been saying, sire.
There is even talk...
...of an election.
An election? Heh.
That's absurd.
I won't stand for it. Ha!
I don't think they'd ask
you to stand, sire.
Shirkers.
Ingrates.
Rabble-rousers.
Who would have the nerve
to question my authority?
Who would dare?
Who...?
Bard.
You mark my words:
That trouble-making 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.
Here, Sigrid.
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
climbing out of our toilet?
Will they bring us luck?
They may not be the best fit...
...but they'll keep you warm.
Thank you very much.
A Dwarvish windlance.
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...
...to fire upon the beast.
But a dragon's hide is tough.
Tougher than the strongest armor.
Only a Black Arrow fired
from a windlance...
...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 have been different.
You speak as if you were there.
All Dwarves know the tale.
Then you would know
that Girion hit the dragon.
He loosened a scale under the left wing.
One more shot and
he would have 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 morn 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.
What is this?
Pike hook.
Made from an old harpoon.
- And this?
- A crowbill, 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 what's...
...on 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 30 Orcs...
...on your own.
But I'm not on my own.
You knew I would come.
The king is angry...
...Tauriel. For 600 years...
...my father has protected you,
favored 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 your 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 you after?
There was a tapestry!
An old one! Where's it gone?
What tapestry you talking about?
This one.
They were Dwarves, I tell you.
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.
- The prophecy?
The Prophecy of Durin's Folk.
Prophecy.
Prophecy.
The old tales will come true.
Vast halls of treasure!
Can it really be true?
Has the lord of silver fountains returned?
The lord of the silver fountains
The King of carven stone
The King beneath the mountain
Shall come into his own!
And the bell shall ring in gladness
At the Mountain
King's return
But all shall fail in sadness
And the lake will shine and burn
Da, I tried to stop them.
How long have they been gone?
- Can you see anything?
- Shh! Keep it down.
As soon as we have the
weapons, we make straight for the mountain.
Go, go, go.
Go, Nori.
Next.
You all right?
I can manage.
Let's just get out of here.
Run!
Quickly! Move now!
Get off me! Get off!
Move them along here.
Move on!
What is the meaning of this?
- We caught them stealing weapons, sire.
- Ah.
Enemies of the state, eh?
A desperate 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 Thrain, son of Thror!
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 would...
...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 will...
...bring upon us!
Dragon fire and ruin.
If you waken 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...
...10 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 riven by greed, he could not...
...see beyond his own desire!
Now, 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 its 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 thrice...
...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'll 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 will slow us down.
What are you talking about?
I'm coming with you.
Not now.
I'm going to be there
when that door is opened.
When we first look upon
the Halls of our Fathers, Thorin.
Kili, stay here.
Rest.
Join us when you're healed.
I'll 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.
Fili, don't be a fool.
You belong with the company.
I belong with my brother.
By my beard, is that the time?! Ah!
Go now with our goodwill...
...and good wishes.
- And may your return bring good fortune...
- Wait!
...to all!
Goodbye.
Out of the way!
No! No!
Ha. So you missed the boat as well?
Kili? Kili!
No.
I'm done with Dwarves. Go away.
No, no...
...no! Please!
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 midday.
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 were we to...
- Do you see him?
We have no time...
...to wait upon the 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...
...then 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!
Right, then. We have a key.
Which means that somewhere...
...there is a key-hole.
"The last light of Durin's Day...
...will shine upon...
...the key-hole."
Nori.
We're losing the light. Come on.
Be quiet! I can't
hear when you're thumping.
I can't find it.
It's not here!
It's not here!
- Break it down!
- Aye.
Come on!
Break!
It has to break.
It's no good.
The door's sealed. Can't
be opened by force.
There's a powerful magic on it.
No!
"The last light of Durin's Day...
...will shine upon the key-hole."
That is 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.
- We're too late.
Where are they going?
You can't give up now!
Thorin.
You can't give up now.
"Stand by the gray stone...
...when the thrush knocks."
The setting sun.
And "the last light of Durin's Day
will shine..."
The last light.
Last light.
The last light!
The key-hole!
Come back!
Come back!
It's the light of the moon! The last...
...moon of autumn! Ha, ha, ha!
Where's the key? Where's the key?
Where's the...?
It was here.
Come on, it was... It was here.
It was just...
Erebor.
Thorin.
I know these walls.
These halls.
This stone.
You remember it...
...Balin.
Chambers filled with golden light.
I remember.
"Herein lies...
...the Seventh Kingdom of...
...Durin's Folk.
May the Heart of the Mountain
unite all...
...Dwarves in defense of this home."
The Throne of the King.
Ah.
And what's that above it?
The Arkenstone.
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.
I have nightshade. I have feverfew.
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 is 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, Bilbo?
If there is, in fact...
...a live dragon...
...down there...
...don't waken it.
Where is your master?
Where is he?!
Sauron!
Hello?
He's not at home.
Not at home. Ahem.
Good.
Good, good, good.
What's that?
Shush. Shush.
Arkenstone.
Arkenstone.
A large, white jewel.
Very helpful.
Well...
...thief.
I smell you.
I hear your breath.
I feel...
...your air.
Where are you?
Where are you?
Come, now...
...don't be shy.
Step into the light.
Hmm.
There is something about you.
Something you...
...carry.
Something made of gold.
But far more...
...precious.
Precious! Precious!
There you are...
...Thief in the...
...Shadows.
I did not come to steal from you...
...O Smaug...
...the Unassessably 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...
...O Smaug the Stupendous.
Do you think flattery will keep you alive?
No, 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 come from under the hill.
Underhill?
And under hills...
...and over hills my path has led.
And... 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. 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...
...O Smaug, Chiefest
and Greatest of Calamities.
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...
...canting 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 nowhere 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.
I 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.
All right.
A Black Arrow? Why did you never tell me?
Because 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 set
the arrow to the bow.
There he is!
Bard!
- After him!
- Quickly! Down there. Go!
Stop him!
Stop him!
Stop!
Bain! Bain.
Keep it safe. Don't let anyone find it.
I'll deal with them.
- I'm not leaving you.
- Now go!
Braga.
You're under arrest.
- On what charge?
- Any charge the Master chooses.
Where's he gone?
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 hoard.
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. No...
...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.
The 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...
...and found it worth nothing.
No.
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 its mark.
What did you say?
I was just saying your reputation
precedes you, O 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 heart...
...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?
Nah.
Da? Is that you, Da?
- Aah!
- Stay down!
Get down!
You killed them all.
There are others.
Tauriel.
Come.
We're losing him.
Tauriel.
Athelas.
Athelas.
What are you doing?
I'm going to save him.
- You're alive!
- Not for much longer.
- Did you find the Arkenstone? The Arkenstone.
- The dragon's coming.
Did you find it?
We have to get out.
Thorin.
Thorin.
You will burn!
- Run!
- Ah!
Come on, Bilbo!
Come on.
Hold him down.
Unh! Tilda.
Shh, shh, shh!
We've given him the slip.
No.
He's too cunning for that.
So where to now?
The western guardroom.
There may be a way out.
It's too high. There's no chance...
- ...that way.
- It's our only chance.
We have to try.
Come on.
I've heard tell of
the wonders of Elvish medicine.
That was a privilege 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 have come here...
...hoping...
...beyond hope.
We could try to reach the mines.
We 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!
Worm!
Come on!
Run!
Hey, you!
Here!
This way. It's this way!
Come on!
Thorin!
Follow Balin!
- Thorin.
- Come on!
Thorin!
Hold on!
Thorin!
Go. 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. Go!
Bombur!
Get those bellows working.
Go!
Bilbo!
Up there. On my mark...
...pull that lever.
Balin! Can you still mix a flash-flame?
Aye. It'll only take a jiffy. Come on!
We don't have a jiffy.
Where's the sulfur?
You sure you know what...
...you're doing?
Come on!
Now!
Lead him to the Gallery of the Kings.
Keep going, Bilbo!
Run!
You think you...
...can deceive me, Barrel-rider?
You have come from Lake-town.
This is some...
...sordid scheme hatched between
these filthy Dwarves...
...and those miserable
tub-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 Lake-town!
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 instilled 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.
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?