I'm dying of thirst over here. C'mon, come on!
Here you are.
- Watch it! - Sorry, darling.
- Here you are. - Ah, thank you.
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 has been seen wandering the wilds near Dunland.
I went looking, found no sign of him.
Thorin, It has been a long time since anything but rumour was heard of Thrain.
He still lives, I am sure of it.
My father came to see you before he went missing.
What did you say to him?
I urged him to march upon Erebor.
To run 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 travelling along 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 could wait no longer. You are the heir to the throne of Durin.
Unite the armies of the dwarves. Together, you have the might and power...
to retake Erebor.
Summon a meeting of the seven dwarf families.
Demand they stand by their oaths.
The seven armies swore that oath to the one who wields the King's jewel...
the Arkenstone.
It is the only thing that would unite them.
And in case you've 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 are 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 Orcs 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.
Good, what did I tell you? Quite 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, 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, a friend or a foe?
Neither 'en.
He will help us... or he will kill us.
What choice do we have?
None.
Run!
Abgurid!
This way, quickly!
Run!
In the house.
Run!
Come on, get inside!
Open the door!
Quickly!
Push!
Come on, lads!
What is that?
That is our host.
His name is Beorn.
And he is a skin-changer.
Sometimes, he is a huge black bear.
Sometimes, he is a great strong man.
The bear is unpredictable. But the man can be reasoned with.
However, he's not over fond of Dwarves.
He is 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 is under no enchantment but his own.
Alright, now!
Get some sleep, all of you.
You will be safe here, tonight.
I hope.
Ash nazg durbatuluk
Ash nazg gimbatul
Ash nazg thrakatuluk
Agh burzum-ishi krimpatul
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's only one.
You need to reach the mountain before the last days of autumn.
Before Durin's Day falls, yes.
You are running out of time.
Which is why we must go through Mirkwood.
A darkness lies upon that forest.
Foul things creep beneath those trees.
There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur.
I will not venture there, except in great need.
We will take the Elven road. Their path is still safe.
Safe?
The Wood Elves of Mirkwood are not like their kin.
They are 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 are greedy...
and blind.
Blind to the lives of those they deem less 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 outside.
Everyday it grows in strength.
Beware the Necromancer.
He's 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 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. That's good.
You will need it.
I will be waiting for you at the overlook, before the slopes of Erebor.
Heed the map and keep it safe!
Do not enter that mountain without me.
This is not the Greenwood alone.
The very air of the forest is heavy, with illusion.
It will seek to enter your mind...
- and lead you astray. - Lead us astray?
What does that mean?
You must stay on the path!
Do not leave it. If you do...
you'll never find it again.
No matter what may come, stay on the path!
Come on! We must reach the mountain, before the sun sets on Durin's Day.
It's our one chance to find the hidden door.
The path turns this way.
This way.
Air...
I need air.
My head... It's spinning!
- What's happening? - Keep moving.
Nori, why 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 place is a mess.
None of it is familiar.
It's got to be here.
What hour is it?
I don't know, I don't even know what day it is.
Is there no end to this accursed place!
Look, a tobacco pouch.
There's dwarves in these woods!
Dwarves from the Blue Mountain, 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 the east? We've lost the sun!
The sun.
We have to find... the sun.
Up there.
We need to...
Enough! Quiet! All of you.
We are being watched.
I can... see a lake!
And the... river.
And the Lonely Mountain.
We are almost there!
Can you hear me?
I know which way to go!
Hello?!
Hello.
Kill them. Kill them! Eat them now while all their blood is running.
Their hide is tough.
This could be smushy inside.
Finish it off.
Who needs it alive... Let us kill him. Kill him, kill him, now!
Let us feast... feast... feast.
Feast... feast!
What is it?
Fat and juicy!
Just a little taste!
Curse it! Where is it? Where is it?!
Here!
It stings... Stings!
Sting.
That's a good name.
Sting.
Where is Bilbo?
I'm up here!
Where is it? Where's it?
Come on! Where is it?
Thorin!
Kili!
Mine!
Come on, keep up!
We are clear!
Do not think I won't kill you, Dwarf.
It would be my pleasure.
Kili!
Throw me a dagger!
Quick!
If you think I'm giving you a weapon, Dwarf, you are mistaken.
Search them!
Hey, give it back! That's private!
Who's 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.
Take them away!
Thorin, Where is Bilbo?
This is not the end of it!
Do you hear me?!
Let us out of here!
Aren't you going to search me?
I could have anything down my trousers?
Or, nothing.
- Arhhg... again! - Leave it!
There is no way out!
This is no Orc dungeon. These are the Halls of the Woodland realm.
No one leaves here, but, by the King's consent.
Some may imagine that a noble quest is at hand.
A quest to reclaim a homeland and slay a dragon.
I myself, suspect a more 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.
A 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, a pure starlight.
I offer you my help.
I am listening.
I will let you go.
If you but return what is mine.
A favour, for a favour.
You have my word.
One King to another.
I would not trust, Thranduil.
The great king, to only his word. Till the end of all days be upon us.
You!
Lack all honour!
I've 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.
The infernal that destroyed us!
Die a death of flames!
Do not talk to me of dragonfire!
I know it's wrath and ruin.
I have faced... the great serpents of the north.
I warned your grandfather, of what his greed would summon.
But he would not listen.
You are just like him.
Stay here if you will and rot.
A hundred years is a mere blink in a life of an elf.
I am patient.
I can wait.
- Did he offer you a deal? - He did.
I told him he could go and I'll shit upon your grave!
Him and all his kin!
Well, that's that then.
The deal... was our only hope.
It's not our only hope.
I know you are 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're 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.
Fortunes of the world will rise and fall.
But here in this kingdom, we will endure.
Legolas said you fought well today.
He's grown very fond of you.
I assure you my Lord,
Legolas thinks of me as no more than a captain of the guard.
Perhaps he did... once.
Now, I'm not so sure.
I... do not think that you would allow your son
to pledge himself to a lowly Silvan elf.
No, you are right. l 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 has upon it.
If any but a dwarf reads the runes on the stone,
it will be forever cursed.
Or not.
Depending on whether you believe in that kind of thing. It's just a token.
The Rune Stone.
My mother gave me 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-en-Gilith.
The Feast of Starlight.
All light is sacred to the Eldar.
But the Wood-elves loves 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 full away.
And the white light, forever filled the air.
I saw a fire moon once.
It rose off the path near Dunland. Huge, red and golden it was, filled the sky.
We were in escort with some merchants in Ered Luin. They were...
trading in silver work for furs. We took the Greenway south,
keeping the mountain to our left.
But then, it appeared.
This huge fire moon lights in our path.
I wish I could show you...
Galion, you old rogue! We're running out of drink.
These empty barrels should have been sent to Esgaroth hours ago.
Bard have been waiting for them,
Say what you like about our ill tempered King who has excellent taste in wine.
Come, Elros, try it.
I have the dwarves in my charge.
They're locked up, where can they go?
I'll wager the sun is on the rise. Must be nearly dawn.
We never gonna reach the mountain, are we?
Not stuck in here you're not.
Bilbo!
There are guards nearby!
- What's that? - You first.
- Ori! - Not that way. Down here... follow me!
- Which way? - Come on, go!
This way.
- Come on. - I don't believe, we're in the cellars.
You're supposed to be leading us unknown... further away.
- I know what I'm doing. - Shhh.
Okay, this way. This way.
Everyone, climb into the barrels... quickly!
Are you mad? They will find us.
No, no. They won't! I promise you.
Please, please... You must trust me.
Do as he says.
What do we do now?
- Hold your breath. - Hold my breath... What do you mean?
Where is the keeper of the keys?
Come now!
Well done, Master Baggins.
Go, come on let's go!
Hold on!
Bilbo!
No!
Watch out!
Kill them! Quickly!
Get over the bridge!
Die!
Kili!
The dwarves are escaping!
Kili!
Nori!
Cut the log!
Bombur!
Tauriel!
Don't let them go away!
Oh, it's you.
Why am I here, Gandalf?
Trust me, Radagast. I would not have call you here without good reason.
- This is not a nice place to meet. - No.
It is not.
These are dark spells, Gandalf.
Old... And full of hate.
Who's buried here?
If he had a name, it's long since been lost.
He would've been known only as a servant of evil.
One of a number.
One of nine.
Why now, Gandalf?
- I don't understand! - The 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.
And, Nine only answers 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, the commander of legions.
The Enemy... is preparing for war.
Which 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're 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.
We are almost half drowned!
Make for the shore!
Come on! Let's go.
I'm fine, it's nothing.
- On your feet. - Kili is wounded. His leg needs binding.
There's an Orc pack at our tail. We keep moving.
- To where? - To the mountain. We are so close.
A lake lies between us and that mountain.
- We have no way to cross it. - So then, we go arround.
The Orcs will run us down, as sure as daylight.
We have no weapons to defend ourselves.
Bind his leg, quickly.
We have two minutes.
Do it again and you are dead.
Excuse me, but uh... 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.
I've no doubts you have some hungry mouths to feed.
How many bairns?
A boy and two girls.
And your wife, I imagine she's as a beauty?
Aye.
She was.
- I'm sorry, I didn't mean to... - Oh, come on! C'mon, enough with 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 lead 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 thirteen dwarves, why?
Not thirteen, not anymore.
The young one, the black head 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 lake-man.
I say, we throw him off the side...
- and be done with him. - No, Bard... His name is Bard.
How do you know?
- Ah, 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 um... just a wee problem.
We are ten coins short.
Gloin.
Come on, give us what you have.
Don't look to me.
I have been bled dry by this venture.
What have I seen for my investment?
Nought but misery, grief, and...
Bless, my beard.
Take it.
Take all of it.
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 will do as I say.
There are guards ahead.
Ssh. What is he doing?
He is talking to someone.
He is... pointing right at us.
- Now they're shaking hands. - What?
He's selling us out.
Oh, good God!
Quite!
We are approaching the toll gate.
Halt! Goods inspection.
Papers, please!
- Oh, it's you, Bard! - Morning, Percy.
- Anything to declare? - Nothing,
but I am cold and tired. I'm 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 are 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 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 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 eyes on you. You'll do well to remember.
We know where you live.
It's a small town, Alfrid.
Everyone knows where everyone lives.
All this talk of civil unrest,
someone's been stirring the pot, Sire.
Gout playing out, Sire?
It's the damp! It's the only possible explanation.
Now, get me a brandy.
The mood of the people, Sire. It's turning ugly.
They are 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 believe, Sire, they're being lead on by troublemakers.
Then, we must find these troublemakers. And arrest them.
My thoughts exactly, Sire.
And all this talk of a change must be suppressed.
We can't afford to let the rabble band together, start making noises.
The next thing you know, they will start asking questions,
forming committees.
Launching enquiries.
Out with the old, in with the new.
What?
That's what I've been saying, Sire.
- There is even talk... of an election. - An election?
That's absurd! I won't stand for it.
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 am 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 hands off!
Get it off.
Up there.
Da, why the dwarves climbing out of our toilet?
Will they bring us luck?
They may not be the best fit, but they will keep you warm.
Oh, it's fine. Thank you.
The dwarvish wind-lance!
You look like you've seen a ghost.
He has.
The last time we saw such a weapon,
the 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 wind-lance
could have pierced the dragon's hide.
And few of those arrows were ever made.
The store was running low when Girion made his last attempt.
The aim of men had been true that day,
much would be different.
You speak as if you were there.
All dwarves know the tale.
And, 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 morning after next.
We must reach the mountain before then.
And, if we do not?
If we fail to find the hidden door before that time,
then this quest has been for nothing.
- 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 grand. 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 thirty 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, favoured you...
you defied his orders. You betrayed his trust.
The King has never let orc filth roam our lands.
But he would let these orc packs 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 withing 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, who are you after?
There was a tapestry.
An old one.
- Where is it gone? - What tapestry are 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.
- What prophecy? - Prophecy of Durin's folk.
Prophecy?
Prophecy.
The old tales may come true.
Vast golds and treasure!
Can it really be true? Has the Lord of Silver Fountains returned?
The Lord of Silver Fountains.
The King of Carven Stone.
The king beneath the mountain...
shall come into his own.
And the bells shall ring in gladness at the Mountain King's return.
But all shall fade in sadness.
And the lake will shine and burn.
- Da, I tried to stop them. - How long have they been gone?!
Shh. Keep it down.
As soon as we have the weapons, we'll make straight for the mountain.
Go... go... go!
Next!
- Are you alright? - I can manage.
Let's just get out of here.
Run!
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 will see those days returned.
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 awaken that beast,
it will destroy us all.
You can listen to this naysayer, but I promise you this:
If we succeed,
all will share in the wealth of the mountain.
You will have enough gold to rebuild Esgaroth ten times over!
All of you, listen to me!
You must listen. Have you forgotten what happened to Dale?
Have you forgotten those who died in the firestorm?
No!
And for what purpose?
The blind ambition of a Mountain King,
so driven 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!
He is true, Sire. We all know the story.
Arrow after arrow, he shot. Each one missing it's mark.
You have no right.
No right to enter that mountain.
I have the only right.
I speak to the Master of the men of the lake.
Will you see the prophecy fulfilled?
Will you share in the great wealth of our people?
What say you?
I say unto you...
welcome!
Welcome and rise! Welcome, King Under the Mountain!
You do know we're one short?
- Where is Bofur? - He is not here, we'll leave him behind.
We will have to,
if we are 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.
No, no.
I'm going to be there when that door's 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!
Go now with our good will.
- and may your return bring fortune to all! - Wait!
Goodbye!
Did you miss the boat as well?
Kili? Kili!
No. I am done with dwarves. Go away!
No, no. Please!
No one will help us. Kili is sick.
He is 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 reached mid-day.
We must find the hidden door into the mountain before it sets.
- This way! - Wait. Is this... the overlook?
- Gandalf said to meet him here, on no account were we to... - Do you see him?
We have no time to wait on our wizard.
We are on our own. Come!
Dol Guldur.
The hill of sorcerer.
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 Lady Galadriel.
Tell her, we must force his hand.
- What do you mean? - I am 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.
Ce na ulco sis nurtaina...
I ettuluvas caninye!
- Anything?! - Nothing!
If the map is true, the hidden door lies directly above us.
Up here!
You have keen eyes, Master Baggins.
This must be it.
The hidden door.
Let all those who doubted us, rue this day!
Hey, we have a key.
Which means, there'is somewhere there is a key hole.
The last light of Durin's day...
will shine upon the keyhole.
- Nori. - Yeah.
We are 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!
Come on!
We lost the light.
It's no good!
The door is sealed. It can't be opened by force!
Powerful magic on it.
No!
"The last light of Durin's day,
will shine upon the keyhole."
That is what it says.
What did we miss?
Balin?
We have lost the light.
There is no more to be done.
We had but one chance.
Come away, lads. Let's move on.
Wait a minute. What...
Where are they going?
You can't give up now!
Thorin...
you can't give up now.
Stand by the grey stone when the thrush knocks.
The setting sun...
and the last light of Durin's day will shine.
The last light...
Last light.
And the last light!
The keyhole!
Come back! Come back!
It is the light of the moon. The last moon of autumn!
Where is the key? Where is the...
It was... it was here.
It was... just...
Erebor!
Thorin.
I know these walls.
These walls...
this stone.
You remember it, Balin?
Chambers filled with golden light.
I remember.
Here in lies the seventh kingdom of Durin's folk.
May the heart of the mountain unite all dwarves in defense of this home.
The throne of King.
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 this fever.
I have nightshade, feverfew...
They are 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 the jewel?
A large white jewel. Yes!
That's it? Only... I imagine there's quite a few down there.
There is only one Arkenstone.
You will 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.
Bilbo...
if there in fact...
a live dragon down there,
don't waken it.
Ce na ulco sis nurtaina...
I ettuluvas caninye!
Canin i sa tanuvaxe!
Where is your master?
Where is he?
Sauron.
Hello.
He's not at home.
Not at home.
Good.
Good, good, good.
What's that?
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.
Hhmmm...
There is... something about you.
Something you carry.
Something made of gold.
But far more... precious!
There you there,
thief in the shadows.
I did not come to steal from you.
Oh Smaug, the unaccessibly wealthy.
I merely wanted to gaze upon your magnificence,
to see if you really were as great as the old tales say.
I did not believe them.
And, Do you now?!
Truly.
The tales and songs,
fall utterly short of your enormity, oh Smaug...
the Stupendous.
Do you think flattery will keep you alive?
- No... no. - 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. - Under hill?
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, riddle maker. - Lovely titles, go on.
- Barrel rider. - Barrels. Now that is interesting.
Then what about your little dwarve friends?
Where are they hiding?
Da... dwarves?
No. No, no. No dwarves here. You've got that all wrong.
I don't think so, barrel rider.
They sent you in here to do their dirty work while they skulk about outside.
Truly, you are mistaken, oh Smaug, chiefest and greatest of 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 no where to go.
Are we going to die, Da?
No, darling.
The dragon, it's going to kill us.
Not if I kill it first.
The king under the mountain is dead.
I took his throne, I ate his people... like a wolf among sheep.
I kill where I wish, when I wish.
My armour is iron!
No blade can pierce me!
Alright.
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 slip the arrow to the bow.
There he is! Guards, after him!
- Quickly! Down there! Go! - Stop him!
Stop him!
- Keep it safe. Don't let anyone find - No!
- I'll deal with them. Now, go! - I can't leave you!
- Braga? - You are under arrest.
- On what charge? - Any charge the Master chooses.
- What about Bilbo? - Give him more time.
Time to do what? To be killed?
You are afraid?
Yes... I'm afraid.
I fear for you.
A sickness lies upon that treasure hoard.
A sickness which drove your granfather 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.
A darkness is coming. It will spread to every corner of the land!
The filthy dwarf rats are somewhere here.
I can smell them.
You have been used, thief in the shadow.
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 his treasure?
As if it were his to give.
I would not part with a single coin. Not one piece of it!
My teeths 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 preceeds you.
Oh Smaug, the tyrannical...
truly, you have no equal on this earth.
I am almost tempted to let you take it,
if only to see Oakenshield suffer.
Watch it destroy him. Watch it corrupt his 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?
Dwarves!
Da? Is that you, Da?
- You've killed them all. - There are others.
Tauriel, go.
We are losing him!
Tauriel?
Athelas!
Athelas...
What are you doing?
I'm going to save him.
- You are alive! - Not for much longer!
- Did you find the Arkenstone? - The dragon's coming!
The Arkenstone?
Did you find it?
No. We have to get out.
Thorin?
Thorin!
You will burn!
Come on, Bilbo!
Come on.
Hold him down.
May the blessing that was given to me be sent from me to him,
may he be released from death.
Tilda!
May the blessing that was given to me be sent from me to him,
may he be released from death.
May the blessing that was given to me be sent from me to him,
may he be released from death.
May the blessing that was given to me be sent from me to him,
may he be released from death.
May the blessing that was given to me be sent from me to him,
may he be released from death.
Ssh. Ssh-ssh.
- We've given him the slip. - No. He is too cunning for that.
- So, where to now? - The western guard room.
There may be a way out.
- It's too high, there's no chance that way. - It's our only chance.
We have to try.
Come on.
I've heard tales of the wonders of elvish medicine.
That was a privelege to witness.
Tauriel.
Lie still.
You cannot be her.
She is far away.
She... she is far, far away from me.
She walks...
under the stars 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.
My last 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 will 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!
Here!
This way! It's this way!
Come on!
Thorin!
Follow Balin!
Come on!
Thorin!
Hold on!
Go! Go!
The plan's not gonna work! These furnaces are stone cold.
He is 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 are growing slow and fat...
in your dotage.
Slug!
Take cover. Go!
Bombur! Get those billows working! Go!
Bilbo! Up there.
On my mark, pull that lever.
Balin, can you still mix a flash flame?
Aye, it will only take a jiffy!
Come on!
We don't have a jiffy.
Where's the sulfur?
Are you sure you know what you're doing?
Come on!
Now!
Lead him to the Gallery of the Kings.
Keep going, Bilbo! 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 tarp trading lakemen.
Those sniveling cowards with their long bows and black arrows.
Perhaps it is time I pay them a visit.
No.
This isn't their fault.
Wait! You cannot go to Lake-town.
You care about them, do you?
Good. Then you could watch them die!
Here! You witless worm!
You!
I am taking back what you stole.
You will take nothing from me, Dwarf!
I laid low your warriors of old.
I instill terror in the hearts of men.
I am King... under the mountain.
This is not your kingdom. These are Dwarf lands...
This is Dwarf gold.
And we will have... our revenge.
Ah, revenge! Revenge!
I will show revenge!
Listen to me!
Do you not know what is coming?
I am fire.
I... am...
Death!
What have we done!
# Oh, misty eye of the mountain below #
# Keep careful watch of my brothers' souls #
# And should the sky be filled with fire and smoke #
# Keep watching over Durin's sons #
# If this is to end in fire #
# Then we should all burn together #
# Watch the flames climb high into the night #
# Calling out father, oh, #
# Stand by and we will #
# Watch the flames burn auburn on #
# The mountain side high #
# And if we should die tonight #
# Then we should all die together #
# Raise a glass of wine for the last time #
# Calling out father, oh, #
# Prepare as we will #
# Watch the flames burn auburn on #
# The mountain side #
# Desolation comes upon the sky #
# Now I see fire #
# Inside the mountain #
# I see fire #
# Burning the trees #
# And I see fire #
# Hollowing souls #
# I see fire #
# Blood in the breeze #
# And I hope that you remember me #
# Oh, should my people fall #
# Then surely I'll do the same #
# Confined in mountain halls #
# We got too close to the flame #
# Calling out father, oh, #
# Hold fast and we will #
# Watch the flames burn auburn on #
# The mountain side #
# Desolation comes upon the sky #
# Now I see fire #
# Inside the mountain #
# I see fire #
# Burning the trees #
# I see fire #
# Hollowing souls #
# I see fire #
# Blood in the breeze #
# And I hope that you remember me #
# And if the night is burning #
# I will cover my eyes #
# For if the dark returns #
# Then my brothers will die #
# And as the sky is falling down #
# It crashed into this lonely town #
# And with that shadow upon the ground #
# I hear my people screaming out #
# Now I see fire #
# Inside the mountains #
# I see fire #
# Burning the trees #
# I see fire #
# Hollowing souls #
# I see fire #
# Blood in the breeze #
# I see fire #
# Oh you know I saw a city burning #
# And I see fire #
# Feel the heat upon my skin, yeah #
# And I see fire #
# And I see fire burn auburn on #
# The mountain side #