(Subtitles by LoRyder and Tigre Silvyr)
I'm dying of thirst over here! Come on! Come on!
Here you are.
- Watch It. - Sorry Darling.
- Here you are. - Thank you.
Come here.
Mind if I'll 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 wild near the Dunland.
I went looking, found no sign of him.
Thorin, it's been a long time since anything but a rumor was heard of Thráin.
He still lives. I'm 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 not a 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 toward Erebor.
I ran into some unsavory characters whilst traveling along the Greenway.
They mistook me for a vagabond
I imagine they regretted that.
One of them was carrying a message.
It's 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.
- Couple of leagues, no more. But that's not the worst of it.
- Did the wargs pick up our scent?
- Not yet. But they will 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, 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?
- Friend or foe? - Neither.
He will help us or he will kill us.
What choice do we have?
None.
Run!
This way! Quickly!
Go!
The house!
Run!
Come on, get inside.
Open the door!
Quickly!
Push!
Come on!
What is that?
That is our host.
His name is Beorn.
He is 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's not overfond of Dwarves.
- He's sleeping. - Come away from there!
It's not natural. None of it.
It's obvious. He's under some dark spell.
Don't be a fool. He's under no enchantment but his own.
Alright, now. Get some sleep all of you. You'll be safe here tonight.
I hope.
[Speaking Orcish]
Dol Guldur.
So you are the one they call Oakenshield.
Tell me why is Azog The Defiler hunting you?
- You know of Azog? How? - My people were the first to live in the mountains.
Before the orcs came down from the north.
The Defiler killed most of my family.
But some he enslaved. Not for work, you understand. But for sport.
Caging 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 trough Mirkwood. - A darkness lies upon that forest.
Vile things creep beneath those trees.
There's an alliance between the orcs of Moria and the Necromancer in Dol Guldur.
I would not venture there, except in great need.
- We will the Elven road. That path is still safe. - Safe?
The woodelves of Mirkwood are not like their kin. Less wise and more dangerous.
But it matters not.
What do you mean?
These lands are crawling with Orcs. Their numbers are growing.
And you are on foot. You will never reach the forest alive.
I don't like Dwarves.
They're greedy and blind. Blind to the lives of those they deem lesser than their own.
But Orcs I hate more.
What do you need?
Go now, while you have the light.
Your hunters are not far behind.
The Elven gate.
Here lies our path trough 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'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 that left the Shire.
I was about to tell you -
I found something in the Goblin tunnels.
Found what?
What did you find?
My courage.
Good. 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 that will seek to enter your mind -
- And lead you astray. - Lead us astray?
What does that mean?
You will stay on the path. Do not leave it. If you do, you'll never find it again.
- No matter what may come, stay on the path!
- Come on.-We must reach the mountain before the sun sets on Durin's day
- Let's go.
It's our one chance to find the hidden door.
The path goes this way.
This way.
Air. I need air!
My head is swimming. What's happening?
- Keep moving. - Dori -
- Why are we stopped? - The path - It's disappeared.
- What's going on? - We've lost the path.
Find it.
-All of you! Look. - Look for the path!
I don't remember this place. None of it's familiar.
[unintelligible, echoing speech] ...be here...got to be here...
...don't even know what day it is...
Is there no end to this accursed place!
Look, 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.
D'you understand? We're going around in circles. We are lost.
We're not lost, we keep heading east.
But which way is east?
We've lost the sun.
The sun. We have to find the sun.
Up there. We need to...
What is that? Enough!
Quiet! All of you!
We're being watched.
I can see a lake.
And a river. And the Lonely Mountain.
We're almost there!
Can you hear me?
I know which way to go.
Hello?
Hello .
Oh no! Come on!
Kill them. Kill them! Eat them now while all their blood is running.
They're hide is tough. This could be juicy inside.
Stick it in. Stick it in. Finish it off. - It's alive and kicking.
Kill them, kill them now. Let us feast, feast, feast. Feast, feast!
-Kill them now! -Feast! Feast!
What is it?
Fat and juicy!
Just a little taste.
Curse it? Where is it? Where is it?
Here.
It stings! It stings!
Sting?
That's a good name.
Sting.
- I'm alright. - Where's Bilbo?
- Bilbo? - I'm up here.
Attack it!
Come on!
Where is it?
No!
Dwalin, kill him!
Kill them all!
Kili!
Mine.
- Keep up! - Come on.
Do not think I won't kill you, Dwarf.
It would be my pleasure.
- No! - Kili!
Throw me a dagger!
Quick.
If you think I'm giving you a weapon, Dwarf, you're mistaken.
Search them.
- Hey, give it back! That's private.
Who is this? You're brother?
That is my wife.
- What of this horrid creature? A Goblin mutant? - That's my wee lad, Gimli.
[Speaking Elvish]
Where did you get this?
It was given to me.
Not just a thief, but a liar as well?
- Thorin where's Bilbo?
This is not the end of it!
You hear me?
No!
Aren't you going to search me?
I could have anything down my trousers.
Or nothing.
[speaking Elvish]
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 matter.
Attempted burglary or something of that ilk.
You have found a way in. You seek that which would bestow upon you the right to rule.
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, of pure starlight.
I offer you my help.
- I am listening. - I will let you go -
If you but return what is mine.
A favor for a favor. -You have my word.
One king to another.
I would not trust Thranduil, the great King, to honor his word should the end of all days be upon us!
You lack all honor!
I've seen how you treat your friends.
We came to you once. Starving, homeless. Seeking your help.
You turned your back. You turned away from the suffering of my people
The inferno that destroyed us.
[in Dwarvish] May you die in dragon fire!
Do not talk to me of dragon fire. I know it's wrath and ruin.
I have faced the great serpents of the north.
I warned your grandfather of what his greed would summon.
But he would not listen.
You are just like him.
Stay here, if you will, and rot. A hundred years is a mere blink in a life of an Elf.
I'm patient. I can wait.
- Did he offer you a deal? - He did -
I told him he can go [Dwarvish]ishkh khakfe andu null.
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 though ordered that nest to be destroyed not two moons past.
We cleared the forest, as ordered, my lord. But more spiders keep coming out from the south.
They are spawning in the ruins of Dun Guldur. If we could kill them at their source -
That fortress lies beyond our borders. Keep our lands clear of those foul creatures, that is your task.
When we drive them off -
What then? Will they not spread to other lands?
Other lands are not my concern.
The fortunes of the world will rise and fall. But here in this kingdom, we will endure.
Legolas said you fought well today.
He 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'm not so sure.
I do not think you would allow your son to pledge himself to a lowly Silvan Elf.
No, you're right. I would not.
Still, he cares about you.
Do not give him hope where there is none.
[speaking Orcish]
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 in the stone -
They will be forever cursed.
Or not.
Depending on whether you believe in that kind of thing. It's just a token.
A rune stone.
My mother gave me so I'd remember my promise.
What promise?
That I would come back to her.
She worries.
She thinks I'm reckless.
Are you?
Sounds like quite a party you're having up there.
It is Mereth Nuin Giliath.
The feast of starlight.
All light is sacred to the Eldar.
but the Wood Elves love best, the light of the stars.
I always thought it was a cold light.
Remote. Far away.
It is memory.
Precious and pure.
Like your promise.
I have walked there some times.
Beyond the forest and up into the night
I have seen the world fall away -
And the white light forever fill the air.
I saw a 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...
These empty barrels should've been sent to Eskorath hours ago.
- The party have been waiting for them,. - Say what you like about our ill-tempered king -
But 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?
I wager the sun is on the rise. Must be nearly dawn.
We're never gonna reach the mountain, are we?
Not stuck in here, you're not.
Bilbo!
Shh! There are guards nearby!
Kili: What's that? Dwalin: You first.
Dori: Ori! Bilbo: Not that way. Down here, follow me!
Easy now.
This way.
I don't believe we're in the cellars!
- Aren't you supposed to be leading us out, not further in? - I know what I'm doing.
This way.
- My Lord! - Everyone, climb into the barrels. Quickly!
- Are you mad? They'll find us! - No they won't. I promise you. Please, 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?
[Elvish exclaimation]
[Elvish shouting]
Welcome, master Baggins.
Come on, let's go!
[Elvish Shouts]
Hold on!
No more!
Let's go.
Help me!
Do not let them escape!
No!
Watch out!
Get over the bridge!
Die!
Kili?
Go get them!
Kili?
Cut the log!
[Elvish]
- Oh, it's you. - Why am I here, Gandalf?
Trust me, Radagast, I would not have called you here without good reason.
This is not a nice place to meet.
No. It is not.
These are dark spells, Gandalf. Old.
And full of hate. Who's buried here?
If he had a name, it's long since been lost.
He would've been known only - as a servant of evil.
One of a number.
One of nine.
Why now, Gandalf. I don't understand.
- The ring wraiths' been summoned to Dul 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's 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
We almost half drowned!
Make for the shore! Aye!
Come on, let's go!
Move.
I'm fine. It's not nothing.
- On your feet. - Kili's wounded. His leg needs binding.
There's an Orc pack at our tail. We keep moving.
- To where? - To the mountain, it's so close.
A lake lies between us and that mountain.
We have no way to cross it.
- So then we go around. - The Orcs will run us down as sure as daylight.
We have no weapons to defend ourselves.
Bind his leg quickly. You have two minutes.
Do it again and you're dead!
Excuse me, but uh. You're from 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?
- Boy and two girls. - And your wife, I imagine, she's ah a beauty?
Aye, she was.
- I'm sorry, I did not mean to...
- Oh come on, come on, enough with the niceties.
What's your hurry?
What's it to you?
I would like to know who you are.
And what you were doing in these lands.
We are simple merchants from the Blue Mountains -
Journeying to see our kin in the Iron Hills.
Simple merchants, you say?
We need food, supplies, weapons.
Can you help us?
I know where these barrels came from.
What of it?
I do not 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.
I'll wager there are ways to enter that town unseen.
Aye.
But for that you would need a smuggler.
For which we would pay double.
Keep up!
Such is the nature of evil. Out there in the vast ignorance of the world it festers and spreads
A shadow that grows in the dark.
A sleepless malice as black as the oncoming wall of night.
So it ever was. So will it always be.
In time all foul things come forth.
You were tracking a company of thirteen Dwarves.
- Why? - Not thirteen. Not anymore.
The young one, the blackhead archer.
We stuck him with a mortal shot.
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! - Enough!
I do not care about one dead Dwarf. Answer the question.
You have nothing to fear. Tell us what you know and I will set you free.
You had orders to kill. Why? What is Thorin Oakenshield to you?
- The Dwarf runt... will never be king!
- King? There is no king under the mountain, nor will there ever be.
None would dare to enter Erebor -
- Whilst the dragon lives. - You know nothing -
- You're world will burn - What are you talking about?
Speak!
Your 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 in 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?
It 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 of the side and be done with him.
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 ten coins short.
Gloin, come on.
- Give us what you have. - Don't look to me -
I've 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.
- 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?
He's selling us out?
Quiet!
We're approaching the toll gate.
Halt! Goods inspection. -Papers please!
- Oh, it's you, Bard! -Morning, Percy.
Anything to declare?
- Nothing. But I'm cold and tired, and ready for home. - You and me both.
- There we are. All in order. - Not so fast.
Consignment of empty barrels from the Woodland realm.
Only they're not empty. Are they Bard? If I recall correctly, you're licensed as a bargeman -
Not a fisherman.
That's none of your business!
No, it's the master's business, which makes it my business.
Oh, come on, Alfrid.. Have a heart, people need to eat.
These fish are illegal.
- Empty 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. - It's not my problem.
And when the people hear the master's dumping fish back in the lake?
When the rioting starts?
Will it be your problem then?
Stop!
Ever the people's champion, aye Bard. Protector of the common folk.
You might be in they're favor now, bargeman, but it won't last.
Raise the gate!
The master has his eye on you. You'll do well to remember, we know where you live.
It's a small town, Alfred. 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'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 like a leaf, 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.
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 I've been saying, Sire.
- There's even talk of an election. - An election? That's absurd! I won't stand for it.
I don't think they ask you to stand, Sire.
Shirkers, ingrates, rabble rousers! Who would have the nerve to question my authority?
Who would dare? Who..?
Bard.
Should 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 hands off.
Get off.
Up there.
Da' why are there Dwarves coming out of our toilet?
Will they bring us luck?
They may not be the best fit, but they'll keep you warm.
Thank you.
The Dwarvish wind lance!
You look like you've seen a ghost.
He has. The last time we saw such a weapon -
City was on fire.
It was a day the dragon came.
The day that Smaug destroyed Dale.
Girion, the lord of the city -
Rallied his bowmen and fired upon the east.
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, and Girion made his last stand.
If the aim of men would've been true that day -
Much would've been different.
You speak as if you were there.
All Dwarves know the tale.
Then you would know Girion hit the dragon.
He loosened a scale under the left wing. One more shot and he would've killed the beast.
That's a fairy story, lad. Nothing more.
You took our money.
Where are the weapons?
Wait here.
- Tomorrow begins the last days of Autumn. - Durin's day falls the morning after next.
We must reach the mountain before then.
And if we do not?
If we fail to find the hidden door before that time?
Then this quest has been for nothing.
What is this?
Pike hook. Made from an old harpoon.
- And this? - A crow bill, we call it. Fashioned from a smithy's hammer.
It's heavy in a 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 offered and go.
I've made do with less.
So have you.
- I save we leave now. - You're not going anywhere.
What did you say?
There's spies watching this house and probably every dock and wharf in the town.
We must wait 'till nightfall.
Thorin?
Da'?
Don't let them leave.
Tauriel -
You cannot hunt thirty Orcs on your own.
But I'm not on my own.
You knew I would come?
The King is angry, Tauriel. For six hundred years my father has protected you -
Favoured you. You defied his orders.
You betrayed his trust.
The King has never let Orc filth roam our lands. Yet he'd let this orc pack cross our borders and kill our prisoners.
- It's not our fight. - It IS our fight.
It will not end here. With every victory this evil will grow.
If you're father has his way, we will do nothing. We will hide within our walls. Live our lives away from the light.
And let darkness descend.
Are we not part of this world?
Tell me, Mellon. When did we let evil become stronger than us?
Hello, Bard. What are you after?
- There was a tapestry. An old one. Where is it gone? - What tapestry are you talking about?
This one.
They were Dwarves I tell you. They appeared out of nowhere.
Full beards. Fierce eyes. I've never seen the like.
What are Dwarves doing in these parts?
- It's the prophecy. Prophecy of Durin's book.
A prophecy?
Prophecy.
The old tales have come true.
Vast halls of treasure!
Can it really be true?
Has the Lord of the Silver Fountains returned?
The Lord of the Silver Fountain. The King of the Carven Stone.
The King Beneath the Mountain.
shall come into his own.
And the bells shall ring in gladness of the Mountain King's return -
But all shall fade in sadness. And they lake will shine and burn.
- Da'! I tried to stop them. - How long have they been gone?
-Did you see anything? -Shh. Keep it down.
As soon as we have the weapons, we'll make straight for the mountain
Go, go, go.
Next.
-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, then?
- 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 Thráin, son of Thrór!
We are the Dwarves of Erebor.
We have come to reclaim our homeland.
I remember this town in the great days of old.
Fleets of boats lay at harbor, filled with silks and fine gems.
This was no forsaken town on a lake. This was the center -
Of all trade in the north!
I will see those days return. I would relight the great forges of the Dwarves -
And send wealth and riches flowing once more from the halls of Erebor!
Death! That is what you'll bring upon us.
Dragon fire and ruin.
If you awaken that beast. It will destroy us all.
You can listen to this nay sayer. But I promise you this.
If we succeed.
All will share in the wealth of the mountain.
You will have enough gold to rebuild Esgaroth ten times over!
All of you! Listen to me, you must listen. Have you forgotten what happened to Dale?
Have you forgotten those who died in the firestorm?
And for what purpose?
The blind ambition of a Mountain King so driven by greed, he could not see beyond his own desire.
Now, we must not, any of us, be too quick to lay blame.
Let us not forget, that it was Girion, lord of Dale, your ancestor -
Who failed to kill the beast.
It's true, Sire. We all know the story.
Arrow after arrow, he shot. Each one missing it's mark.
You have no right.
No right to enter that mountain.
I have the only right.
I speak to the muscle of the men of the lake.
Will you see the prophecy fulfilled?
Will you share in the great wealth of our people?
What say you?
I say unto you... Welcome!
Welcome and rise! Welcome King Under the Mountain!
You do know we're one short? Where's Bofur?
If he's not here, we leave him behind.
We have to, if we're to find the door before nightfall.
We can risk no more delays.
Not you.
We must travel at speed. You would slow us down.
What are you talking about? I'm coming with you.
No, no.
I'm going to be there when the doors open.
When we first look upon the halls of our fathers
Kili, Stay here.
Rest. Join us when you've 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.
I say this is rubbish.
Fili, don't be a fool. You belong with the company.
I belong with my brother.
By my beard, is that the time!
Friends! We will bring fortune to all!
No!
Did you miss the boat as well?
Kili?
No! I'm done with Dwarves, go away!
No! No one will help us. Kili's sick.
He's very sick.
What is this place?
It was once the city of Dale. Now it is a ruin.
The desolation of Smaug.
The sun will soon reach mid day. We must find the hidden door into the mountain before it sets.
- This way. - Wait.
- Is this the overlook? Gandalf said to meet him here on no account were we to...
We have no time to wait upon a wizard.
We're on our own. Come.
Dol Guldur
The hill of sorcery.
It looks completely abandoned.
As it is meant to. A spell of concealment lies over this place.
Which means our enemy is not yet ready to reveal himself.
He has not regained his full strength.
Radagast, I need you to carry a message to the Lady Galadriel. Tell her, we must force his hand.
What do you mean?
I'm going in alone. On no account come after me.
- Do I have your word? - Yes, yes, yes, yes.
Wait, Gandalf!
- What if it's a trap? - Turn around and do not come back.
It's undoubtedly a trap.
- Anything? - Nothing!
If the map is true, the hidden door lies directly above us.
Up here!
You have keen eyes, Mr. Baggins.
This must be it.
The hidden door.
Let all those, who doubted us, rue this day!
Hey, 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. We can't hear when you're thumping!
I can't find it.
It's not here!
Break it down!
Come on!
- We lost the light. - It's no good. The door's sealed.
Can't be opened by force.
Powerful magic, on it?
No!
The last light of Durin's day -
Will shine upon the key hole.
That's what it says.
What did we miss?
Balin?
We've lost the light.
There's no more to be done.
We had but one chance.
Come away, lads. It's over.
Wait a minute, what?
Where are they going?
You can't give up now!
Thorin -
You can't give up now.
Stand by the grey stone.
When the thrush knocks,
and the setting sun.
The last light of Durin's day will shine.
The last light.
Last light.
The key hole!
Come back!
Come back! It's the light of the moon! The last moon of Autumn!
Where's the key? Where's the key?
Where's the...
It was here.
It was just...
Erebor
Thorin
I know these walls.
These halls.
This stone.
Do you remember it, Balin?
Chambers filled with golden light.
I remember.
Here in lies the seventh kingdom of Durin's folk.
May the Heart of the Mountain unite all Dwarves in defense of this home.
The throne of the king.
And what's that above it?
The Arkenstone.
- And what's that? - That -
Master burglar, Is why you're here.
Can you not do something?
I need herbs, something to bring down this fever.
We have nightshade, 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 the jewel?
A large white jewel, yes.
That's it? Only I imagine there's quite a few down there.
There's only one Arkenstone.
And you'll know it when you see it.
Right.
In truth, lad. I do not know what you will find down there.
You needn't go, if you don't want to. There's no dishonor in turning back.
No! Balin...
I promised I would do this.
And I think I must try.
It never ceases to amaze me.
- What's that? - The courage of Hobbits.
Go now. With as much luck, as you can muster.
Oh, and, Bilbo.
If there is in fact a -
Live dragon down there -
Don't awaken it.
Where is your master?
Where is he?
Sauron!
Hello?
Not at home. Not at home.
Good. Good, good, good.
What's that, then?
Not it. Shh..
Arkenstone...
A large, white jewel...
Very helpful.
Well, thief...
I smell you. I hear your breath.
I feel your air.
Where are you?
Come, now. Don't be shy.
Step into the light.
There is something about you.
Something you carry.
Something made of gold.
But far more precious.
There you are, thief in the shadows.
I did not come to steal from you -
Oh Smaug, the 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, 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...
I come from under the hill.
Under the hill?
And under hills and over hills my path has led.
And through the air. I am he who walks unseen.
Impressive, what else do you claim to be?
I am...
Luck wearer...
- Riddle maker... - Lovely titles.
- Go on. - Barrel rider.
Barrels? Now that is interesting.
And what about your little Dwarf friends?
Where are they hiding?
Dwarves? No...
No, no Dwarves here. You've got that all wrong.
Oh, I don't think so -
Barrel rider. They sent you in here to do their dirty work while they skulk around 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?
With a pack of camping Dwarves would come crawling back to the mountain.
- Was that an earthquake? - That, my lad -
Was a dragon.
- Da'? - It's coming from the mountain.
You should leave us. Take your children. Get out of here.
And go where? There is no where to go.
- Are we going to die, da'? - No, darling.
The dragon. It's going to kill us.
Not if I kill it first.
The King Under the Mountain is dead. I took his throne -
And ate his people like a wolf among sheep.
I kill where I wish, when I wish.
My armor is iron.
No blade can pierce me!
- 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!
[shouting] Stop him!
Hey...
Keep it safe. Don't let anyone find it.
- I'll deal with them. -No, I'll not leave you!
Go!
- Hogard. - You're under arrest.
- On what charge? - Any charge the master chooses.
- What about Bilbo? - Give him more time.
Time to do what? To be killed?
- You're afraid. - Yes, I'm afraid.
I fear for you. A sickness lies upon that treasure 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. A darkness is coming.
It will spread to every corner of the land.
You have been used, thief in the shadows. You were only ever a means to an end.
The coward Oakenshield has weighted the value of your life.
And found it worth nothing.
No.
No, you're lying.
What did he promise you? A share of the treasure?
As if it was his to give. I will not part with a single coin.
Not one piece of it.
My teeth are swords, my claws are spears.
My wings, are a hurricane.
So it is true.
- The black arrow found it's mark. - What did you say?
I was just saying, your reputation proceeds you. Oh Smaug the Tyrannical.
Truly. You have no equal on this earth.
I am almost tempted to let you take it.
If only to see Oakenshield suffer. Watch it destroy him.
Watch it corrupt his 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?
Da'? Is that you da'?
No!
Aaugh!
You killed them all.
There are others. Tauriel -
Come.
We are losing him.
Tauriel.
Athelas.
What are you doing?
I'm going to save him.
- You're alive. - Not for much longer.
- Did you find the Arkenstone? - The dragon's coming!
The Arkenstone!
Did you find it?
No, we have to get out.
Thorin.
Thorin!
You will burn!
- Come on! - Come on, Bilbo!
Come on.
Hold him down.
[chanting Elvish spell]
- We've given him the slip. - No, he's too cunning for that.
- So where to now? - The western guard room.
- There may be a way out. - It's too high
- There's no chance that way - It's our only chance.
We'll have to try.
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.
And it was just a dream.
Do you think she could've loved me?
Stay close.
- That's it then. - There's no way out.
The last of our kin.
They must've come here, hoping beyond hope.
We could try to reach the mines.
Might last a few days.
No.
I will not die like this.
Cowering. Clawing for breath
- We make for the forges. - You're serious?
- We're as sure as dead. - Not if we split up.
Thorin, we'll never make it.
Some of us might. Lead him to the forges.
We'll kill the dragon.
If this is to end with fire, then we will burn together.
This way!
Flee! Flee! Run for your lives!
There is nowhere to hide.
Behind you!
Come on!
Run!
Hey you! Here!
This way! It's this way! Come on!
Thorin!
Follow Balin!
Come on!
Thorin!
Hold on!
Come on!
Go! Go!
The plan's not gonna work. These furnaces are stone cold.
He's right. We've no fire hot enough to set in a blaze.
Have we not?
I did not look to see you so easily outwitted!
You have grown slow and fat.
In your dotage. Slug!
Take cover!
Bombur! Get those bellows 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 can decieve me -
Barrel rider?
You have come from Lake-town.
This is some sordid scheme hatched between these filthy Dwarves
and those miserable trading lakemen.
Those sniveling cowards with their long bows and black arrows.
- Perhaps it is time I paid them a visit. - Oh no!
This isn't their fault! Wait! You cannot go to Laketown!
You care about them? Do you?
Good.
Then you can watch them die!
Here! You witless worm!
- You. - I am taking back what you stole.
You will take nothing from me, Dwarf.
I laid low your warriors of old.
I instill terror in the hearts of men.
I am King Under the Mountain!
This is not your kingdom. These are Dwarf lands.
This is Dwarf gold.
And we will have our revenge.
[Shouts Dwarvish]
Ah, revenge! Revenge! I will show you revenge!
Listen to me! Do you not know what is coming?
I am fire.
I am...
Death!
What have we done?