The Hobbit: The Desolation of Smaug (2013)
d. Peter Jackson, 161 minutes (186 minutes extended)

Film Plot Summary

Prologue (Flashback)

On a thundering, stormy night in the town of Bree (on the borders of the Shire), short-statured, raincoat-wearing, bearded Thorin Oakenshield (Richard Armitage) entered the Prancing Pony. He sat down and as he ate an ordered meal, he turned and noticed that he was being watched on both sides by two individuals. As they began to approach, they backed off when Gandalf the Grey (Ian McKellen) sat down. Thorin explained that he had been looking for his missing father Thrain. Gandalf proposed what might have happened: with the Dwarves of Erebor, Thrain had marched toward the Lonely Mountain to steal back the Arkenstone jewel from the great fire-breathing dragon Smaug (voice of Benedict Cumberbatch) who was guarding the stone there:

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.

Gandalf urged the same quest for Thorin: "Take back your homeland." The stone would lead to the reclaiming of the Dwarves' lost kingdom of Erebor, and Thorin would be crowned King of the Lonely Mountain area, under the united Dwarves. Gandalf warned Thorin of dark forces that would try to kill him - there was a bounty on his head if he didn't act swiftly:

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.

Thorin responded: "The seven armies swore that oath to the one who wields the King's Jewel. The Arkenstone." Gandalf added a suggestion for Thorin's reacquisition of the Jewel - the recruitment of a thief:

...we're going to need a burglar.

12 Months Later (the same time period of the end of the previous film)

The Dwarves' army with hobbit Bilbo (Martin Freeman), Gandalf, and Thorin were being pursued by chief Orc (or Goblin) Azog the Defiler (Manu Bennett) and his army of Orcs. While scouting on a ridge-top, Bilbo encountered a huge growling bear stalking them, and warned the others of their two imminent threats: the Orcs and the massive, roaring bear. Gandalf (who seemed to know the identity of the beast) suggested that the group take refuge in a house nearby, while still pursued by the Orcs. Once safely inside the compound and house after repelling the ferocious, attacking bear and securing the outer door, Gandalf told everyone about the true identity of the bear - the beast was the owner of the house ("That is our host").

The "host" of the house was Beorn (Mikael Persbrandt), a skin-changer who could assume the shape of a large black bear or a strong human: "The man is unpredictable, but the man can be reasoned with. However, he is not overfond of Dwarves." As the group slept overnight, the Beast guarded outside his own house. Meanwhile, Azog was summoned by his son Bolg (Lawrence Makoare) to meet at Dol Guldur with the ultimate Master, the Necromancer (voice of Benedict Cumberbatch). Using "Black Speech," the Necromancer instructed Azog to give up his current pursuit and lead the Necromancer's own army. Azog then instructed and assigned his son Bolg to take over the task he could not now perform - eliminating the Dwarves: "I have a task for you. Do you still thirst for Dwarf blood?"

In the night, Beorn transformed back into human form, entered his own dwelling, and served the Dwarves a morning meal. He disdainfully described his long-standing hatred for the Orcs that over many years had hunted, enslaved, and tortured his kind - he claimed that he was the last remaining skin-changer. He feared that the Dwarf's quest would be fraught with danger, since time was running out (they had only until "the last days of autumn"), the land was crawling with the detestable Orcs, and their path would lead them into the dark Mirkwood Forest inhabited by "dangerous" Wood Elves. To aid them in their journey to the Forest so that they could outrun the Orcs in pursuit, Beorn loaned his ponies to the group. As the group departed, he transformed himself back into a giant Bear to help defend them from their rear flank.

Once the group arrived at the edge of the Mirkwood Forest, at the Elven Gate, Bilbo commented: "This forest feels sick. As if a disease lies upon it." Gandalf stated that the only other way around was 200 miles to the North, or twice that distance to the South. Gandalf wandered a slight distance into the forest away from others, where he telepathically heard a message from Lady Galadriel (Cate Blanchett) recommending that he venture on his own to the High Fells of Rhudaur - the location of the tombs of the Nine in the mountains - to confront the shadowy forces of the Necromancer:

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.

At the same time, as Bilbo touched the One Ring in his pocket, Gandalf was viewing "Black Speech" graffiti scrawled on some ruins. He returned to the group and announced his sudden departure from them, while instructing them as he galloped away to never stray from the Elven path:

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...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!

The twisted path through the dangerous, dark (without sunlight) and labyrinthine-like forest trail was winding and difficult to navigate. At one point, the group lost their bearings when the path suddenly disappeared at the edge of a chasm. As everyone became delirious and frantically searched for the path, they realized they were hopelessly lost: "We're going around in circles. We are lost."

When Bilbo climbed up a tree to get a better vantage point and determine the sun's position from the top of the forest canopy, he was able to see that they had almost made it to the other end of the dense forest - he viewed Long Lake, a river, and the Lonely Mountain in the distance. When he called down with excitement: "We're almost there! Can you hear me? I know which way to go" - he realized that there was no response from the Dwarves below. After he fell from his perch into a large spider web, he was assaulted by a giant spider with fangs and wrapped up (or cocooned) in the sticky web spun by the hungry creature. When he gained consciousness, he realized that all of his fellow companions had also been captured and entrapped in similar webs within a massive spider nest.

With his magical sword, Bilbo impaled one of the Great Spiders in its underbelly and freed himself from his web. He took the One Ring from his pocket and put it on his finger - it magically allowed him to hear the dialogue of the ravenous creatures ready to devour everyone: "The meat's alive and kicking! Kill him. Kill him now. Let us feast. Feast! Feast! Feast! Feast! Eat them alive!" Invisible because of the Ring's power, he stabbed and killed another threatening Great Spider who cried out: "Ah! It stings! It stings!" Bilbo promptly adopted the name for his sword. He attempted to free everyone from spider webs by slashing at them with his sword, but another group of Great Spiders attacked and started a massive battle. During a fight with one aggressive spider, Bilbo dropped the Ring momentarily, then spotted its location, and had to fight off a second crab-like spider to regain possession. Bilbo greedily cried out: "Mine" when reunited with the Ring.

Suddenly, the Dwarves nearby were surrounded by two threatening Wood-Elves, led by bow-and-arrow wielding Legolas (Orlando Bloom), the Prince of Mirkwood and son of the Elven King Thranduil (Lee Pace). He was joined by Silvan Elf Tauriel (Evangeline Lilly), a captain of the Elven guard. The Elves (and other Rangers) led by Tauriel destroyed the remainder of the foul spiders, but then Legolas revealed that they were not allied with the Dwarves. The Dwarves were searched, and when an Elven Sword was found in Thorin's possession (without a truthful explanation), Legolas ordered them to be led away as captive prisoners. (With the Ring on his finger, Bilbo followed - protectively cloaked in invisibility to everyone.)

The Dwarves were brought back to the Elven cavern fortress of Mirkwood where they were imprisoned in a formidable dungeon. It appeared that the tall Dwarf Kili (Aidan Turner) and Tauriel were becoming intrigued with each other, to Legolas' disliking. Thorin was brought before the Elven King Thranduil, a blonde Elf with a crown of leaves and twigs, who was immediately suspicious of Thorin's greedy motives and quest:

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.

He knew of Thorin's desire to reclaim the precious King's Jewel: "You seek that which would bestow upon you the right to rule. The King's Jewel. The Arkenstone." Thranduil offered to help the Dwarves if he could share in their treasure and wealth: "There are gems in the mountain that I too desire. White gems of pure starlight. I offer you my help...I will let you go if you but return what is mine." Thorin resolutely refused the offer, referring to the Elven King's previous refusal to help the Dwarves fight against the siege of dragon Smaug in the Lonely Mountain: "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." Enraged, Thranduil ordered Thorin back to the dungeon: "Stay here if you will and rot." One of the wise Dwarfs, Balin (Ken Stott), was upset that Thorin had destroyed their chances of freedom by refusing a deal: "A deal was our only hope."

Thranduil spoke to his Captain of the guard Tauriel about exterminating the ever-multiplying Great Spiders in Mirkwood Forest. She suggested a strategy to wipe them out by destroying their spawning source outside the kingdom's boundaries near Dol Guldur. Thranduil was an isolationist and did not care if the foul creatures were driven into other territories: "Other lands are not my concern." He then suggested that his son Legolas had grown "very fond" of her - she dismissed the thought, calling herself "a lowly Silvan Elf." Thranduil repeated his claim that they weren't suitable for each other: "...he cares about you. Do not give him hope where there is none."

Outside the gates of the Elven Kingdom, a group of Orcs led by Bolg were amassing and scheming to attack.

In the dungeon area outside Kili's cell, Tauriel became curious about the Dwarf's talisman (a black rune stone), and they had a lengthy, slightly flirtatious conversation about it. He said it was a gift from his mother, to serve as a token reminder to keep a promise: "That I would come back to her." As they talked about the heavens and stars, Legolas was seen watching them from afar.

In the wine cellar, jailer Elros (Robin Kerr) ("Keeper of the Keys") carelessly left his dungeon keys hanging on a hook. Then he became drunk with servant-bargemaster/ butler Galion (Craig Hall) and guard Feren (Simon London) and as the group fell asleep, the invisible Bilbo stole the keys and released the imprisoned Dwarves. The escaped prisoners loaded themselves into empty wine barrels to float down the river. When they came up to a river gate at the perimeter, their passage was blocked by a small portcullis gate. Out of nowhere, both the escapees and the Elven gate guards were ambushed by an Orc attack (led by Bolg who cried out: "Slay them all!"). During the chaotic skirmish, Kili was wounded in the leg by one of Bolg's poisoned arrows from his black bow.

In pursuit of the Dwarves, the valiant Tauriel and Legolas joined in the skirmish and fended off the Orcs with their bows/arrows and swords, allowing the Dwarves and Bilbo to escape. Kili struggled and was able to reach the portcullis release to open the sluice gate - and the Dwarves ("barrel-riders") proceeded down the white-water rapids in the barrels. They were assaulted all along the way by Orcs, although Legolas and Tauriel efficiently eliminated the attackers enroute. One of the Orcs was captured and allowed to live - to be questioned later.

Meanwhile, Gandalf was climbing steep and precarious cliffs to ascend to the High Fells. He entered a dark opening in the rock and immediately slid down a slanted chute. After catching himself, he proceeded down a narrow walkway, and was startled by the sudden appearance of Radagast (Sylvester McCoy), who noted: "This is not a nice place to meet." In one of many inner chambers was an unmarked empty tomb (Gandalf: "If he had a name, it's long since been lost. He would have been known only as a servant of evil"). There were eight other similar prison chambers, each vacated by their captives (the Nazgûl, Sauron's most terrible servants). Gandalf explained that a force of evil (the Necromancer, Sauron in disguise?) had been reawakened and as the true One Master, and had summoned these Nine powers or Ringwraiths (servants of dark magic) from the dead to Dol Guldur to do his bidding:

The Ringwraiths have been summoned to Dol Guldur... 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.

Gandalf announced he would rejoin the others on their dangerous quest to the Lonely Mountain, rather than investigate Dol Guldur: "I started this. I cannot forsake them. They are in grave danger." Radagast feared that the entire world was in danger if Sauron returned to power.

Several miles down-river (near the shores of Long Lake) after outrunning the Orcs, the Dwarves were confronted by skilled bowman Bard (Luke Evans) from Lake-town (Esgaroth). He had been awaiting the barrels to load into his barge. The Dwarves negotiated with Bard to pay double the bribe-price fare in order to be smuggled in the barrels into the autocratically-ruled town.

Back in the Elven Mirkwood, King Thranduil questioned the Orc captive, noting:

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.

The captive bragged that the young dark-haired Dwarf archer (Kili) had been wounded and would soon die - to specifically antagonize Tauriel. The Orc explained why they were pursuing the Dwarves - they were following orders from the One (Sauron), the returned evil one:

Orc: The Dwarf runt [Thorin Oakenshield] will never be king.
Thranduil: There is no King Under the Mountain, nor will there ever be. None would dare enter Erebor whilst the dragon lives.
Orc: You know nothing. Your world will burn.
Thranduil: What are you talking about? Speak!
Orc: 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.

For his truthfulness, Thranduil angrily and swiftly decapitated the Orc, and then ordered his kingdom to be protected from evil by doubling the border guards, sealing outer doors, and enforcing immigration restrictions. A concerned Legolas realized that Tauriel had left the Elven kingdom to save Kili from dying of his poison-arrow wound (and he followed after her). Meanwhile, the Orcs continued their pursuit of the Dwarves toward Lake-town, and on the way discovered traces of "Dwarf blood."

At Lake-town's main toll-gate inspection point, the Master's assistant Alfrid (Ryan Gage) questioned why Bard's barrels weren't empty, but were overflowing with fish (hiding the Dwarves). Alfrid threatened to dump the illegal contents of the barrels into the lake's canal, because Bard was not licensed to bring in shipments of fish from Mirkwood. Bard defused the situation by arguing that it would be wasteful and poor PR to dump the fish in a town of starving residents.

Later, Alfrid commiserated with the gout-suffering, authoritarian Master of Lake-town (Stephen Fry) about the mood of the commonfolk rabble, who were complaining about "jobs, shelter, food" and were possibly being stirred up by "troublemakers" (such as Bard). At the same time, Bard was sheltering the Dwarves in his home after they had evaded spies in town and had entered his house through a toilet. Bard was a family man with a wife, young son Bain (John Bell), and two daughters: Sigrid and Tilda (Peggy and Mary Nesbitt).

In a flashback, it was recalled that the dragon Smaug had destroyed the town of Dale, ruled by Lord Girion (also Luke Evans). During a "last stand" against the fearsome creature, Girion had attempted to slay it using Black Arrows fired from a mounted windlance crossbow. One arrow broke off one of the dragon's armored scales, but Girion was killed before a second arrow could be launched.

[Note: Bard was soon revealed to be a descendant of the original lord of Dale. Later, he vowed to protect his family from harm brought by the dragon. He had secretly kept the last Black Arrow in case Smaug awakened and attacked Lake-town again.]

Thorin feared that time was running out -- "Tomorrow begins the last days of autumn. Durin's Day falls the morn after next. We must reach the mountain before then." He and the other Dwarves scoffed when Bard delivered a satchel of makeshift weapons inadequate for their quest. After nightfall, they planned to acquire better iron-forged weapons by stealing them from Lake-town's armory.

Meanwhile, Tauriel traced the steps of the Dwarves to Lake-town, when Legolas caught up to her, and intended to bring her back to the Elven Kingdom. She resolutely refused: "The king has never let Orc filth roam our lands. Yet he would let this Orc pack cross our borders and kill our prisoners." She steadfastly wanted to pursue the fight and achieve victory against the growing evil. Tauriel bravely asked: "When did we let evil become stronger than us?"

In Lake-town, Bard suddenly realized that the Prophecy of Durin's Folk was being fulfilled by Thorin's appearance with the Dwarves, and Lake-town might be threatened again:

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.

He suddenly had a premonition that Thorin Oakenshield (of the line of Durin) was the returning Mountain King. In a shop, he found a tapestry of the genealogical line of Durin confirming his fears. When he returned home, the Dwarves had already departed to raid the armory. He pursued after them and found that they had already been apprehended by the town's Master. Thorin was introduced as "son of Thrain, son of Thror!" accompanied by his Dwarf followers of Erebor, who had come to claim their homeland and restore peace and prosperity. On the other side, Bard represented those who feared awakening the dragon and bringing ruin to Lake-town, as had happened in Dale (now in ruins).

Thorin convincingly argued that the Lake-town townsfolk and the Master would share in their treasured riches and wealth if they succeeded in recapturing the Mountain. The Master provided them with weapons, boats and safe passage. Before departing with a grand send-off, Thorin insisted that the gravely-wounded and sick Kili remain behind. Three others remained to care for him in Bard's house: Oin (John Callen), Kili's brother Fili (Dean O'Gorman), and drunken Bofur (James Nesbitt).

During the Dwarves' and Thorin's journey to Erebor to find the hidden door (Durin's Door) into the mountain, they looked down upon the uninhabited, desolate city of Dale - now known as "the desolation of Smaug."

Meanwhile, Gandalf and Radagast arrived at the seemingly-abandoned castle at Dol Guldur, The Hill of Dark Sorcery (The Necromancer's - or Sauron's - stronghold and base of operations). Gandalf sent Radagast away in order to take a message to Lady Galadriel, to warn her and force Sauron to reveal himself: "Tell her we must force his hand," while he would enter the castle alone with his sword drawn, knowing full-well that it was a trap. In the Quenya language, he uttered incantations to remove and lift the illusionary spells surrounding the remote and ruined fortress: "The evil that is hidden here, I command it come forth! I command it reveal itself!" Inside, a worried Azog addressed his assembled band of followers: "The Wizard has come."

On their way to Erebor just before the sun set on Durin's Day, Thorin's group vainly searched for Durin's Door in the Lonely Mountain's cliffside. Happily, Bilbo spotted a stairway (built into the side of a massive Dwarf-guard statue) to a high entry point where they hoped that the ebbing light would reveal a secret keyhole on the rock's surface. After they climbed up to the promising area, they were only disheartened and frustrated when the keyhole failed to appear ("It's not here"), and efforts to bludgeon and forcefully open the sealed doorway with their picks and axes failed. They departed in defeat after the sun set, fearing that their journey had been in vain ("There's no more to be done"). Refusing to give up entirely, Bilbo remained behind and reconsidered the directions on Thorin's map, repeating: "The last light of Durin's Day will shine upon the key-hole." After he heard the clicking beak of a thrush on the stone and saw the light of a crescent moon in the sky, the keyhole was illuminated in a halo of light. He excitedly called everyone back to unlock the secret door - Thorin pushed against the rock and a doorway opened.

Inside, Thorin recalled how familiar his former home looked, as Gloin read an inscription carved on the wall: "Herein lies the Seventh Kingdom of Durin's Folk. May the Heart of the Mountain unite all Dwarves in defense of this home." Balin informed Bilbo about the true purpose of his presence -- to sneak into the mountain's treasure chamber and steal back the jewel from Smaug: "The Arkenstone...That, Master Burglar is why you are here." Balin also provided a warning to the courageous Hobbit about the large white jewel he must retrieve, without awakening Smaug:

There is only one Arkenstone and you'll know it when you see it...If there is, in fact, a live dragon down there, don't waken it.

Simultaneously at Dol Guldur as thunder rumbled, wizard Gandalf was struck by a surprise attack from Azog, who laughed, roared, stated that Gandalf was too late, and that his master Sauron was "everywhere." Azog, with his armed legions of Orcs, then declared: "There is no light, Wizard, that can defeat darkness." The two forces battled each other, with the outnumbered Gandalf holding out his staff to keep the Orcs at bay with a disorienting, blinding light. He caused large sections of the fortress' rock walls to collapse behind him. During the intense standoff, as Gandalf backed up to the entrance of the fortress, the Necromancer appeared to him as the flaming figure. The Wizard was repelled backwards by powerful, fiery energy blasts when he lost control of his staff and was telepathically pinned against a wall and captured. Gandalf cried out: "Sauron!" when the Necromancer's identity was revealed in red-hot bursts of flames.

Meanwhile in the eerily-empty Dwarf kingdom, Bilbo crept into the mountain's treasure room where he believed Smaug the dragon was hoarding a valuable trove of gold, jewels, coins, and other precious objects - including the Arkenstone. As he searched in piles of coins, he inadvertently caused a cascading landslide that unveiled the enormous sleeping creature underneath the treasure. To avoid being detected, Bilbo put the Ring on his finger to become hidden and cloaked in invisibility. The awakened Smaug taunted Bilbo to reveal himself, and also sensed the golden Ring:

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. (Voice of the Ring: "Precious! Precious!") There you are - Thief in the Shadows.

At first, Bilbo attempted to flatter Smaug: "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." But then as fear gripped Bilbo and he falsely claimed to be alone, Smaug revealed that he knew that Bilbo's Dwarf friends had sent him "to do their dirty work" and that they had come to acquire gold: "They are drawn to treasure like flies to dead flesh." During their banter together, Bilbo spotted the glowing-white Arkenstone, but was unable to snatch it.

Back in Lake-town where rumblings were felt from the dragon's stirrings, Bard revealed to his family that he had secretly kept one remaining Black Arrow in case Smaug threatened the town again. He made a daring attempt to attach the Black Arrow atop the town's tower to a giant crossbow (a wind-lance), but was soon chased by town guards. Before he was captured and knocked out by the Master of Lake-town, Bard entrusted his last arrow to his son Bain ("Keep it safe. Don't let anyone find it"), who hid it in a boat.

While awaiting Bilbo's return, wise dwarf Balin expressed his fears to Thorin, that he would be overcome with obsession and greed like his grandfather: "I fear for you. A sickness lies upon that treasure hoard. A sickness which drove your grandfather mad." Balin added: "You're not yourself. The Thorin I know would not hesitate to go in there." Balin sensed that Thorin would sacrifice Bilbo as a burglar for his own purposes.

Smaug continued to stalk Bilbo and revealed that he knew of Thorin Oakenshield's quest to reclaim Lonely Mountain and acquire the Arkenstone - and then made a dire prediction about the approach of Sauron.

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.

The film briefly returned to Dol Guldur where cage-imprisoned Gandalf watched as Sauron marched his armored and weaponized Orc army toward the Lonely Mountain.

As they spoke together, Bilbo noticed a vulnerable bare spot on Smaug's upper chest where Bard's ancestor Girion centuries earlier had fired a Black Arrow and dislodged an armored-scale. He exclaimed to himself: "So it is true. The Black Arrow found its mark." Then Smaug expressed how he was almost tempted to let Bilbo take the valuable stone, so he could "see Oakenshield suffer. Watch it destroy him. Watch it corrupt his heart and drive him mad." Smaug unleashed and spewed out a raging column of flames in an attempt to burn Bilbo to death.

In Lake-town, Bard awoke in jail, as Orcs led by Bolg's tracking party began to appear on rooftops - still in pursuit of the Dwarves after they had escaped Mirkwood. The Orcs attacked Bard's house and assaulted Oin, Fili, Bofur, and Bard's two daughters. They were saved by the arrival of Legolas and Tauriel, who killed most of the Orcs, except one named Fimbul, who reported back to Bolg: "Oakenshield has gone!" Bolg ordered his group to "fall back" and "regroup at the bridge." While Legolas pursued after the Orcs, Tauriel stayed back and tended to the seriously-sick Kili with her healing magic (using a medicinal, disinfecting herb known as athelas or kingsfoil obtained by Bofur). She vowed to save Kili and rid his body of the poison.

Finally convinced by the Dwarves to help Bilbo, Thorin rushed alone into the treasure chamber where he was immediately overtaken by greed at the sight of the enormous pile of coins, jewels and other valuables. As Bilbo was fleeing from the dragon, Thorin stopped him at swordpoint and demanded that he acquire the Arkenstone. The threatening appearance of Smaug and the arrival of the Dwarves interrupted them, and everyone fled from the enraged beast spewing fire ("You will burn!") - a long chase ensued.

Back in Bard's home in Lake-town, Tauriel treated Kili as he was held down on a table - and he seemed to respond positively. Kili hallucinated during the Elven healing process and had a dreamy vision of Tauriel with light flooding down on her face. He looked up at her: "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?"

During a cat-and-mouse game between Smaug and the Dwarves, Thorin and the group attempted to find a way out. They discovered a passageway to a western guardroom of Lonely Mountain that displayed the mummified remains of dozens of corpses (the last of their kin). It appeared that they had become trapped there ("There's no way out"), starved, and died. It was possible that this would be the Dwarves' own fate, although Thorin vowed he would not surrender: "I will not die like this." Desperate, Thorin proposed a plan for the group to split up, and lead Smaug out of the entrance of Lonely Mountain to the forges where the creature would be tricked into rekindling smelting furnaces with his flaming breath: "If this is to end in fire, then we will all burn together."

After Legolas and Tauriel had fought Bolg and the Orcs in Lake-town, Legolas pursued after them, as Bolg ordered: "Send word to Dol Guldur. Oakenshield has reached the Mountain." Legolas met Bolg and other Orcs for a vicious sparring duel that eventually ended in a stalemate when Bolg escaped on horseback.

At the forges, Thorin insulted Smaug to anger him ("You have grown slow and fat in your dotage - slug!"), in an attempt to cause his breath to ignite the furnaces and melt the gold inside. The hot smelt flowed down numerous sluice channels and filled a giant Dwarf King mold. Then, Smaug was led by the Dwarves to the adjacent Gallery of the Kings, where he crashed through the outer wall and menacingly threatened Bilbo and the group - and all of Lake-town's inhabitants:

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.

Bilbo responded that the people of Lake-town were innocent and shouldn't be destroyed: "Oh, no. This isn't their fault!" But Smaug only relished in the pleasure of their deaths: "You care about them, do you? Good. Then you can watch them die." Smaug paused when confronted by Thorin atop the recently-created giant Dwarf stone-cast mold at the other end of the Gallery ("You witless worm...I am taking back what you stole"). The dragon responded about his dominance:

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.

As the dragon approached Thorin, the Dwarf King heir proclaimed revenge ("These are Dwarf lands. This is Dwarf gold. And we will have our revenge"). He cut away the outer stone shell-cast of the Dwarf mold to reveal a newly-forged, giant, golden Dwarf King statue inside. Suddenly, as Smaug gazed in awe at the shiny statue, parts of the golden statue exploded, covering Smaug with hot molten gold liquid. However, Smaug was only scalded by the hot substance - he soon emerged from a pool of molten gold covered with a golden coating. He burst free through the Gallery's main gate, and roared back as he flew in the air toward Lake-town:

Revenge?! Revenge?! I will show you revenge! Listen to me! Do you not know what is coming? I am Fire. I am Death.

Bilbo watched as Smaug flew off, and uttered with dismay and horror:

What have we done?

Film Notables (Awards, Facts, etc.)

An epic fantasy film - the second part of a three part trilogy of Hobbit films, adapted from J.R.R. Tolkien's beloved 1937 fantasy novel.

With the tagline: "Beyond darkness... beyond desolation... lies the greatest danger of all."

The previous film in the trilogy was The Hobbit: An Unexpected Journey (2012) - at the start of a momentous journey happening 60 years before the events of The Lord of the Rings trilogy. This was a continuation of the same story - a quest by a group of 13 Dwarves (commanded by Thorin), hobbit Bilbo Baggins and wizard Gandalf, to travel to Lonely Mountain (via Mirkwood Forest and Lake-town). Their objective was to steal back the Arkenstone, and reclaim their lost Dwarf homeland of Erebor from the dragon Smaug. Along the way, they were forced to encounter skin-changer Beorn, a swarm of giant Spiders in the treacherous forest of Mirkwood, dangerous Wood-elves, threatening Orcs, and of course, the dangerous dragon itself.

Neither Elven archer Legolas (Orlando Bloom) or love interest Tauriel (Evangeline Lilly) were found in the original source material.

The film received three Academy Award nominations for Best Visual Effects, Best Sound Mixing and Best Sound Editing, with no wins.

The next third and final chapter of the saga was The Hobbit: The Battle of the Five Armies (2014).

With an estimated production budget of $225 million, and box-office gross receipts of $258.4 million (domestic) and $958.4+ million (worldwide). This film was the # 2 ranked film in terms of revenue (domestic and worldwide) for The Hobbit 3-film trilogy franchise.