I'm dying of thirst over here. Come on! Come on!
- Here you are. - Thank you kindly.
- Sorry, darling.
- There you are. - Thank you.
Master Stadle.
Mind if I join you?
I'll have the same.
I should introduce myself. My name is Gandalf.
Gandalf the Grey.
I know who you are.
Well, now. This is a fine chance.
What brings Thorin Oakenshield to Bree?
I received word that my father...
...had been seen wandering...
...the Wilds near Dunland.
I went looking.
I found no sign of him.
Thrain.
You're like the others.
You think he is dead.
I was not at the Battle of Moria.
My father was not among the dead.
Thorin, it's been a long time...
...since anything but rumor was heard...
...of Thrain.
He still lives.
I am sure of it.
The ring your grandfather wore, one of the seven...
...given the Dwarf-lords...
...many years ago...
...what became of it?
He gave it to my father before they went into battle.
So Thrain was wearing it when he...
When he went missing.
- That's that, then. - There you are.
My father came to see you...
...before the Battle of Moria.
What did you say to him?
I urged him to march upon Erebor, to rally...
...the seven armies of the Dwarves...
...to destroy the dragon and take back...
...the Lonely Mountain.
And I would say the same to you.
Take back your homeland.
This is no chance meeting, is it, Gandalf?
No.
It is not.
The Lonely Mountain troubles me...
...Thorin. That dragon has sat there long enough.
Sooner or later...
...darker minds will turn towards Erebor.
I ran into some unsavory characters...
...whilst traveling on the Greenway.
They mistook me for a Vagabond.
I imagine they regretted that.
One of them was carrying a message.
It is Black Speech.
A promise of payment.
For what?
Your head.
Someone wants you dead.
Thorin, you can wait no longer. You are...
...the heir to the Throne of Durin.
Unite the armies of the Dwarves.
Together, you have the might and power...
...to retake Erebor.
Summon a meeting of the seven Dwarf families.
Demand they stand by their oath.
The seven armies swore that oath to the one who wields the King's Jewel.
The Arkenstone.
It is the only thing that will...
...unite them, and in case you have forgotten...
...that jewel was stolen by Smaug.
What if I were to help you reclaim it?
How?
The Arkenstone lies half a world away...
...buried beneath the feet of a fire-breathing dragon.
Dwalin, at your service.
Hm. Uh...
Bilbo Baggins, at yours.
Do we...
...know each other?
No.
Which way, laddie?
Is it down here?
Is what...
...down where?
Supper.
He said there'd be food and lots of it.
He-- He said? Who said?
Mmm.
Very good, this. Any more?
What? Oh, yes, yes.
That'll be the door.
Balin...
...at your service.
Good evening.
Yes. Yes, it is.
- Though I think it might rain later. - Hm?
Am I late?
Late for what?
Oh!
Ha, ha!
Evening, brother.
By my beard...
...you're shorter and wider than last we met.
Wider, not shorter.
Sharp enough for both of us.
- Have you eaten? - It's not that I don't like...
...visitors. I like visitors...
...as much as the next Hobbit.
But I do like to know them before they come visiting.
- What is this? - I don't know.
- I think it's cheese. Gone blue. - It's riddled with mold.
The thing is, I don't know either of you. Not in the slightest. I don't mean...
...to be blunt, but I had to speak my mind.
...don't stint.
- You wanna get stuck in? - I could eat again if you insist, brother.
- Fili. - And Kili.
At your service.
You must be Mr. Boggins.
Nope! You can't come in. You've come to the wrong house.
What?
- Has it been canceled? - No one told us.
No, nothing's been canceled.
That's a relief.
Careful with these.
I just had them sharpened.
- It's nice, this place. - Yeah.
- Did you do it yourself? - What? No, it's been in the family for years.
That's my mother's glory box. Can you please not do that?
Fili, Kili. Come on, give us a hand.
Mr. Dwalin. Ha, ha.
Shove this in the hallway. Otherwise we'll never get everyone in.
- "Everyone"? How many more are there? - Where do you want this?
- Oh, no. - It's really heavy.
No. No. There's nobody home!
Go away and bother somebody else.
There's far too many Dwarves in my dining room as it is.
If this is some clot-head's idea of a joke...
...I can only say it is in very...
...poor taste.
Get off...
...you big lump!
Gandalf.
Excuse me, that's my chicken. Um--
If-- If you don't-- That's my wine. Excuse me!
He's got an injury.
You mean the ax in his head?
Dead? No, only between his ears.
His legs work fine.
Not the jam.
Excuse me. Excuse me.
It's a tad excessive, isn't it? Have you got a cheese knife?
- "Cheese knife"? He eats it by the block. - Ugh.
No, that's Grandpa Mungo's chair-- No, so is that. Take it back, please.
- I cannot hear what you're saying. - It's an antique. Not for sitting on.
That is a book, not a coaster. And put that map down.
No, thank you.
Yes, you're quite right, Bifur.
We appear to be one Dwarf short.
He is late, is all. He traveled north to a meeting of our kin. He will come.
No chance. Not from that distance.
Wanna bet? Bombur...
...catch!
I'll help you with that.
Oh, you great...
...galumphing git!
Who wants an ale? There you go.
Over here, brother.
I said have another...
...drink. Here you go.
Ale on the count of three!
One...
- ...two... - Up!
Excuse me, that is a doily, not a dishcloth.
But it's full of holes.
It's supposed to look like that. It's crochet.
And a wonderful game it is too, if you've got the balls for it.
Bebother and confusticate these Dwarves!
My dear Bilbo, what on earth is the matter?
What's the matter? I'm surrounded by Dwarves.
What are they doing here?
Oh, they're quite a merry gathering once you get used to them.
I don't want to get used to them.
Look at the state of my kitchen. There's mud trod into the carpet.
They've pillaged the pantry.
I won't tell you what they've done in the bathroom.
They've destroyed the plumbing. I don't understand what they're doing in my house!
Excuse me. I'm sorry to interrupt, but what should I do with my plate?
Here you go, Ori. Give it to me.
Take that back.
Excuse me.
That's my mother's...
...West Farthing pottery. It's over...
...100 years old!
And can you...
...not do that?
You'll blunt them.
Ooh. Do you hear that, lads?
He says...
...we'll blunt the knives.
Blunt the knives, bend the forks
Smash the bottles and burn the corks
Chip the glasses and crack the plates
That's what Bilbo Baggins
Hates
Cut the cloth, tread on the fat
Leave the bones on the bedroom mat
Pour the milk on the pantry floor
Splash the wine
On every door
Dump the crooks in a boiling bowl
Pound them up with a thumping pole
When you're finished
If they are whole
Send them down the hall to roll
That's what Bilbo Baggins hates
Bilbo.
He is here.
Gandalf.
I thought you said...
...this place would be easy...
...to find. I lost my way, twice.
I wouldn't have found it at all had it not been for that mark on the door.
Mark? There's no mark on that door. It was painted a week ago.
There is a mark. I put it there myself.
Bilbo Baggins, allow me to introduce the leader of our company:
Thorin Oakenshield.
So...
...this is the Hobbit.
Tell me, Mr. Baggins, have you done much fighting?
- Pardon me? - Ax or sword?
What's your weapon of choice?
Well, I do have some skill at conkers, if you must know...
...but I fail to see why that's relevant.
Thought as much.
He looks more like a grocer than a burglar.
What news...
...from the meeting in Ered Luin? Did they all come?
- Aye. Envoys from all seven kingdoms. - All of them!
And what did the Dwarves of the Iron Hills say?
Is Dain with us?
They will not come.
They say this quest...
...is ours and ours alone.
You're going on a quest?
Bilbo, my dear fellow, let us have a little more light.
Far to the east...
...over ranges and rivers...
...beyond woodlands and wastelands...
...lies a single, solitary peak.
"The Lonely Mountain."
Aye, Oin has read...
...the portents, and the portents say it is time.
Ravens have been seen...
...flying back to the mountain, as it was foretold.
"When the birds of yore return...
...to Erebor...
...the reign of the beast...
...will end."
- Uh, what beast? - That would be a reference...
...to Smaug the Terrible...
...chiefest and greatest...
...calamity of our age.
Airborne fire-breather.
Teeth like razors...
...claws like meat hooks.
Fond of precious metals.
I know what a dragon is.
I'm not afraid. I'm up for it.
I'll give him a taste of Dwarfish iron right up his jacksie!
Good lad, Ori!
Sit down.
The task would be difficult...
...with an army behind us...
...but we number just 13.
And not 13 of the best...
...nor brightest.
Here, who are you calling dim?
Sorry, what did he say?
We may be few in number...
...but we're fighters, all of us...
...to the last Dwarf.
And you forget, we have a Wizard in our company.
Gandalf will have killed hundreds of dragons.
Oh, well, no. I wouldn't say--
- How many, then? - What?
How many dragons have you killed?
Go on.
Give us a number.
Excuse me. Please.
If we have read these signs...
...do you not think others will have read them too?
Rumors have begun to spread.
The dragon, Smaug, has not been seen for 60 years.
Eyes look east to the mountain, assessing...
...wondering, weighing the risk.
Perhaps the vast wealth of our people now lies unprotected.
Do we sit back while others claim what is rightfully ours?
Or do we seize this chance...
...to take back Erebor?
You forget, the Front Gate is sealed.
There is no way...
...into the mountain.
That, my dear Balin, is not entirely true.
How came you by this?
It was given to me...
...by your father.
By Thrain.
For safekeeping.
It is yours...
...now.
If there is a key...
...there must be a door.
These runes...
...speak of a hidden passage to the Lower Halls.
There's another way in.
Well, if we can find it, but Dwarf doors are invisible when closed.
The answer lies hidden somewhere in this map...
...and I do not have the skill to find it.
But there are others in Middle-earth who can.
The task I have in mind will require a great deal of stealth...
...and no small amount of courage.
But if we are careful and clever, I believe that it can be done.
That's why we need a burglar.
Hmm. And a good one too. An expert, I'd imagine.
And are you?
Am I what?
He said he's an expert. Hey.
Me? No. No, no, no. I'm not a burglar. I've never stolen a thing in my life.
Well, I'm afraid I have to agree with Mr. Baggins.
He's hardly burglar material.
Nope.
Aye, the Wild is no place for gentle folk who can neither fight nor fend for themselves.
He's just fine.
Enough!
If I say Bilbo Baggins...
...is a burglar, then a burglar...
...he is.
Hobbits are light...
...on their feet. In fact, they can pass unseen by most, if they choose.
And, while the dragon is accustomed to the smell of Dwarf...
...the scent of a Hobbit is all but...
...unknown to him, which gives us a distinct advantage.
You asked me to find the 14th member of this company...
...and I have chosen Mr. Baggins.
There's more to him...
...than appearances suggest.
And he's got a great deal more to offer than any of you know.
Including himself.
You must trust me on this.
Very well.
- We will do it your way. - No, no.
- Give him the contract. - We're in. We're off.
It's just the usual. Summary...
...of out-of-pocket expenses, time required...
...remuneration...
...funeral arrangements, so forth.
Funeral arrangements?
I cannot guarantee his safety.
Understood.
Nor will I be responsible for his fate.
Agreed.
I'll be all right. Just let me sit quietly for a moment.
You've been sitting quietly for far too long.
Tell me...
...when did doilies and your mother's dishes...
...become so important to you?
I remember a young Hobbit who was always running off in search of Elves in the woods.
Who would stay out late, come home after dark...
...trailing mud and twigs and fireflies.
A young Hobbit who would have liked nothing better...
...than to find out what was beyond the borders of the Shire.
The world...
...is not in your books and maps.
It's out...
...there.
I can't just go running off into the blue.
I am a Baggins of Bag-end.
You are also a Took.
Did you know...
...that your great-great-great-great-uncle...
...Bullroarer Took was so large...
...he could ride a real horse?
- Yes. - Yes...
...well, he could.
In the Battle of Green Fields, he charged the Goblin ranks.
He swung his club so hard, it knocked the Goblin king's head clean off...
...and it sailed 100 yards through the air and went down a rabbit hole.
And thus, the battle was won.
And the game of golf invented at the same time.
I do believe you made that up.
Well, all good stories deserve embellishment.
You'll have a tale or two to tell of your own when you come back.
Can you promise that I will come back?
No.
And if you do...
...you will not be the same.
That's what I thought.
Sorry, Gandalf, I can't sign this.
You've got the wrong Hobbit.
It appears we have lost our burglar.
Probably for the best.
The odds were always against us.
After all, what are we?
Merchants, miners...
...tinkers, toy-makers.
Heh, heh. Hardly the stuff of legend.
There are a few warriors amongst us.
Old warriors.
I would take each and every one of these Dwarves...
...over an army from the Iron Hills.
For when I called upon them, they answered.
Loyalty, honor...
...a willing heart.
I can ask no more than that.
You don't...
...have to do this.
You have a choice.
You've done honorably by our people.
You have built a new life for us in the Blue Mountains.
A life of peace...
...and plenty.
A life that is worth more than all the gold in Erebor.
From my grandfather to my father, this has come to me.
They dreamt of the day...
...when the Dwarves of Erebor would reclaim their homeland.
There is no choice, Balin.
Not for me.
Then we are with you, laddie.
We will see it done.
Far over
The misty mountains cold
To dungeons deep
And caverns old
We must away
'Ere break of day
To find our
Long-forgotten gold
The pines were roaring
On the height
The winds
Were moaning
In the night
The fire was red
It flaming spread
The trees like torches
Blazed with light
Here...
...Mr. Bilbo, where are you off to?
- Can't stop, I'm already late! - Late for what?
I'm going on an adventure!
I said it. Didn't I say it? Coming here was a waste of time.
That's true enough.
Ridiculous notion. Use a Hobbit? A Halfling?
Whose idea was it anyway?
Wait!
Whoa, whoa.
I signed it.
Here.
Everything appears...
...to be in order.
Welcome, Master Baggins...
...to the company of Thorin Oakenshield.
Give him a pony.
Come on, Nori. Pay up.
- One more. - Thanks, lad.
What's that about?
Oh, they took wagers on whether or not you'd turn up.
Most of them bet that you wouldn't.
And what did you think?
Well...
My dear fellow, I never doubted you for a second.
It's horse hair. Having a reaction.
No, wait, wait, stop.
Stop! We have to turn around.
What on earth...
...is the matter?
- I forgot my handkerchief. - Here.
Use this.
You'll have to manage without pocket handkerchiefs...
...and a good many other things, Bilbo Baggins...
...before we reach our journey's end.
You were born...
...to the rolling hills and little rivers of the Shire.
But home is now behind you.
The world is ahead.
Hello, girl. Who's a good girl?
It's our little secret, Myrtle.
You must tell no one. Shh, shh.
What was that?
Orcs.
Orcs?
Throat-cutters.
There'll be dozens of them out there.
The lone-lands...
- ...are crawling with them. - They strike...
...in the wee small hours when everyone's asleep. Quick and quiet, no screams.
Just lots of blood.
You think that's funny?
You think a night raid by Orcs is a joke?
We didn't mean anything by it.
No, you didn't.
You know nothing of the world.
Don't mind him, laddie.
Thorin has more cause than most to hate Orcs.
After the dragon took the Lonely Mountain...
...King Thror...
...tried to reclaim the ancient Dwarf kingdom of Moria.
But our enemy had got there first.
Moria had been taken by legions of Orcs...
...led by the most vile...
...of all their race:
Azog...
...the Defiler.
The giant Gundabad Orc...
...had sworn to wipe out the line of Durin.
He began...
...by beheading the king.
No!
Thrain, Thorin's father...
...was driven mad by grief.
He went missing. Taken prisoner or killed...
...we did not know.
We were leaderless.
That is when I saw him.
A young Dwarf prince...
...facing down...
...the pale Orc.
He stood alone...
...against this terrible foe.
His armor rent...
...wielding nothing...
...but an oaken branch...
...as a shield.
Our forces rallied...
...and drove the Orcs back.
And our enemy...
...had been defeated.
But there was no feast...
And I thought to myself then...
...there is one who I could follow.
There is one...
...I could call king.
And the pale Orc?
What happened to him?
He slunk back into the hole whence he came.
That filth died of his wounds long ago.
Here, Mr. Gandalf...
...can't you do something about this deluge?
It is raining, Master Dwarf...
...and it will continue to rain until the rain is done.
If you wish to change...
...the weather of the world, find yourself another Wizard.
- Are there any? - What?
- Other Wizards. - There are five of us.
The greatest of our order is Saruman the White.
Then there are the two Blue Wizards...
Do you know, I've quite forgotten their names.
And who is the fifth?
Well, that would be Radagast the Brown.
Is he a great Wizard? Or is he more like you?
I think he's a very great Wizard, in his own way.
He's a gentle soul...
...who prefers the company of animals to others.
He keeps a watchful eye over the vast forest lands...
...to the east. And a good thing too.
For always evil will look to find a foothold in this world.
Not good. Not good at all.
Eww.
Oh, no. Sebastian.
Good gracious.
Come on. Move back! Give him some air...
...for goodness sake.
There. There.
I don't understand why it's not working.
It's not as if it's witchcraft.
Witchcraft.
Oh, but it is.
A dark and powerful magic.
Where on...
...this good earth did those foul creatures come from?
The old fortress?
Show me.
We'll camp here for the night.
Fili, Kili, look after the ponies. Make sure you stay with them.
A farmer and his family used to live here.
- Oin, Gloin. Get a fire going. - Aye.
Right you are.
I think it would be wiser to move on.
We could make for the Hidden Valley.
I have told you already...
...I will not go near that place.
Why not? The Elves could help us.
We could get food, rest, advice.
- I do not need their advice. - We have a map...
...that we cannot read. Lord Elrond could help us.
Help?
A dragon attacks Erebor.
What help came from the Elves?
Orcs plunder Moria...
...desecrate our sacred halls. The Elves looked on...
...and did nothing.
And you ask me to seek out the very people who betrayed my grandfather.
Who betrayed my father.
You are neither of them.
I did not...
...give you that map and key for you to hold onto the past.
I did not know that they were yours to keep.
Everything all right? Gandalf, where are you going?
To seek the company of the only one around here who's got any sense.
And who's that?
Myself, Mr. Baggins.
I've had enough of Dwarves for one day.
Come on, Bombur, we're hungry.
Is he coming back?
He's been a long time.
- Who? - Gandalf.
He's a Wizard. He does as he chooses.
Here, do us a favor. Take this to the lads.
Stop it. You've had plenty.
Aye, it's not a bad stew, Bombur. I've had worse.
Dori could've cooked it. Ha-ha-ha.
Hilarious.
What's the matter?
- We're supposed to be looking after the ponies. - Only we've encountered a slight problem.
Daisy and Bungo are missing.
Well, that's not good. Ha, ha.
And that is not good at all. Shouldn't we tell Thorin?
Uh, no. Let's not worry him.
As our official burglar, we thought you might like to look into it.
Well, uh...
- Look, something big uprooted these trees. - That was our thinking.
It's something very big and possibly quite dangerous.
Hey.
There's a light.
Over here.
Stay down.
What is it?
Trolls.
Oh.
He's got Myrtle and Minty. I think they're gonna eat them. We have to do something.
Yes, you should.
Mountain Trolls are slow...
...and stupid, and you're small, they'll never see you.
It's perfectly safe. We'll be behind you.
If you run into trouble, hoot twice like a barn owl...
...and once like a brown owl.
Twice like a barn owl. No, twice like a brown-- Once like a--
Quit your griping.
These ain't sheep. These is fresh nags.
Oh! I don't like horse. I never have.
- Not enough fat on them. - Well, it's better...
...than leathery old farmer. All skin and bone, he was.
I'm still picking...
...bits of him out of me teeth.
Well, that's lovely, that is. A floater.
Might improve the flavor.
Well, I hope you're gonna gut these nags.
I don't like the stinky parts.
- Ow! - I said sit down.
I'm starving!
Now, are we having horse tonight or what?
Shut your cakehole.
You'll eat what I give you.
How come he's the cook? Everything tastes the same.
Everything tastes like chicken.
Except the chicken.
What tastes like fish!
I'm just saying, a little appreciation would be nice.
Oh. "Thank you very much, Bert.
Lovely stew, Bert."
- How hard is that? - Shh. Shh, shh. Shh.
Just needs...
...a sprinkle of squirrel dung.
Here...
...that's my grog.
Sorry. Ow!
Ooh. That is beautifully balanced, that is.
Wrap your laughing gear around that, eh?
Good, isn't it?
That's why I'm the cook.
Oh, me guts are grumbling. I got to snaffle something.
- Flesh, I need flesh. - Ah! Ah!
Blimey!
Bert. Bert! Look what's come out of me hooter.
It's got arms and legs and everything.
- What is it? - I don't know.
I don't like the way it wriggles around.
What are you, then? An oversized squirrel?
I'm a burglar-- Uh, Hobbit.
A burglar Hobbit?
Can we cook him?
We can try.
He wouldn't make more than a mouthful.
Not when he's skinned and boned.
Perhaps there's more...
...burglar Hobbits around these parts. Might be enough...
...for a pie.
- Grab him! - He's too quick.
Right. Come here, you little--
Gotcha.
Are there any more of you little fellas...
- ...hiding where you shouldn't? - No.
He's lying.
- No, I'm not! - Hold his toes over the fire.
Make him squeal!
Drop him!
You what?
I said...
...drop him.
Get the sacks!
Stick them in the sacks!
Ow!
Come on!
Get up!
- Bilbo! - Don't!
Lay down your arms...
...or we'll rip his off.
- Oh! That's hot, that's hot, that's hot! - Don't bother cooking them.
Let's just sit on them and squash them into jelly.
They should be sauteed and grilled with a sprinkle of sage.
Is this really necessary?
That does sound quite nice.
- Untie me, mister. - Eat someone your own size.
Never mind the seasoning.
We ain't got all night. Dawn ain't...
...far away. Let's get a move on.
I don't fancy being turned to stone.
Wait!
You are making...
...a terrible mistake.
You can't reason with them.
- They're half-wits! - Half-wits?
What does that make us?
I meant with...
...the seasoning.
What about the seasoning?
Well, have you smelt them?
You're gonna need something stronger than sage before you plate this lot up.
- Traitor! - What do you know...
...about cooking Dwarf?
Shut up.
Let the flurgaburburhobbit talk.
The secret to cooking Dwarf is...
- Yes? Come on. Tell us the secret. - It's, uh...
Yes, I'm telling you. The secret is...
...to skin them first.
What? Skin us?
Tom, get me filleting knife.
I'll skin you, you little--!
I won't forget that. I won't forget it.
What a load of rubbish.
I've eaten plenty with their skins on.
Scarf them, I say...
...boots and all.
This little...
...ferret is taking us for fools.
Ferret?
Fools?
The dawn will take you all.
Who's that?
Get your foot out of my back.
Ah.
Where did you...
...go to, if I may ask?
To look ahead.
What brought you back?
Looking behind.
Nasty business.
Still, they're all in one piece.
No thanks to your burglar.
He had the nous to play for time.
None of the rest of you thought of that.
They must have come down from the Ettenmoors.
Since when do Mountain Trolls venture this far south?
Ooh. Not for an age.
Not since a darker power ruled these lands.
They could not have moved in daylight.
There must be a cave nearby.
Oh, what's that stench?
It's a Troll-hoard.
Be careful what you touch.
Seems a shame just to leave it...
...lying around.
- Anyone could take it. - Agreed.
- Nori. - Yeah?
Get a shovel.
These swords were not made by any Troll.
Nor were they made by any smith among Men.
These were forged in Gondolin...
...by the High Elves of the First Age. You could not...
...wish for a finer blade.
- Set it down. - That's good.
All right, come on. Quick.
We're making a long-term deposit.
Let's get out of this foul place.
Come on, let's go.
Bofur, Gloin, Nori.
- Bilbo. - Hmm?
Here.
This is about your size.
I can't take this.
The blade is of Elvish make...
...which means...
...it will glow blue when Orcs or Goblins are nearby.
I have never used a sword in my life.
And I hope you never have to.
But if you do, remember this:
True courage is about knowing not when to take a life...
...but when to spare one.
Something's coming!
Gandalf.
Stay together!
Hurry now!
Arm yourselves!
Thieves!
Fire! Murder!
Radagast.
It's Radagast the Brown.
Well...
What on earth are you doing here?
I was looking for you, Gandalf.
Something's wrong.
Something's terribly wrong.
Yes?
Oh.
Just give me a minute.
Oh. I had a thought and now I've lost it.
It was right there...
...on the tip of my tongue.
Oh.
It's not a thought at all.
It's a silly old...
...stick insect.
The Greenwood is sick, Gandalf.
A darkness has fallen over it.
Nothing grows anymore.
At least, nothing good.
The air is foul with decay.
But worse are the webs.
Webs? What do you mean?
Spiders, Gandalf.
Giant ones.
Some kind of spawn of Ungoliant, or I am not a Wizard.
I followed their trail.
They came from Dol Guldur.
Huh?
Dol Guldur?
But the old fortress is abandoned.
No, Gandalf.
'Tis not.
A dark power dwells in there...
...such as I have never...
...felt before.
It is the shadow of an ancient horror.
One that can summon the spirits...
...of the dead.
I saw him, Gandalf.
From out of the darkness...
...a Necromancer...
...has come.
Quick! Quick, quick! Quick, quick!
Wait for me!
Sorry.
...a Necromancer. Are you sure?
That is not...
...from the world of the living.
Was that a wolf? Are there wolves out there?
Wolves? No, that is not a wolf.
Kili! Get your bow!
Warg scouts.
Which means an Orc pack is not far behind.
Orc pack?
Who did you tell about your quest...
...beyond your kin?
No one.
Who did you tell?
No one, I swear.
What in...
...Durin's name is going on?
You are being hunted.
We have to get out of here.
We can't. We have no ponies.
They bolted.
I'll draw them off.
These are Gundabad Wargs.
They will outrun you.
These are Rhosgobel rabbits.
I'd like to see them try.
Come on! Come on!
Come and get me! Ha, ha!
Come on.
Stay together.
Move!
Ori, no! Get back.
All of you, come on. Quick!
Where are you leading us?
Move!
Run!
There they are!
This way!
Quickly!
There's more coming!
Kili!
Shoot them!
We're surrounded!
Where's Gandalf?
He's abandoned us.
Hold your ground!
This way, you fools!
Come on, move!
Quickly!
All of you!
Come on!
Go, go, go!
Eight, nine, 10.
Kili!
Run!
Elves.
I cannot see...
...where the pathway leads. Do we follow it or no?
Follow it, of course.
I think that would be wise.
Gandalf.
Where are we?
You can feel it?
Yes. It feels like...
Well, like magic.
That's exactly what it is.
A very powerful magic.
There's light ahead.
The Valley of Imladris.
In the common tongue, it's known by another name.
Rivendell.
Here lies the Last Homely House East of the Sea.
This was your plan all along.
To seek refuge with our enemy.
You have no enemies here, Thorin Oakenshield.
The only ill will to be found...
...in this valley is that which you bring yourself.
You think the Elves will give our quest their blessing?
They will try to stop us.
Of course they will. But we have questions that need to be answered.
If we are to be successful, this will need to be handled with tact.
And respect.
And no small degree of charm.
Which is why you will leave the talking to me.
Mithrandir.
Ah.
Lindir.
Stay sharp.
I must speak with Lord Elrond.
My Lord Elrond is not here.
Not here?
Where is he?
Close ranks!
Gandalf.
Lord Elrond.
Strange for Orcs to come so close to our borders.
Something or someone has drawn them near.
Ah. That may have been us.
Welcome, Thorin, son of Thrain.
I do not believe we have met.
You have your grandfather's bearing.
I knew Thror when he ruled...
- ...Under the Mountain. - Indeed? He made no mention of you.
What is he saying?
Does he offer us insult?
No, Master Gloin, he's offering you food.
Well...
...in that case, lead on.
Hey. Come on.
Try it. Just a mouthful.
I don't like green food.
Where's the meat?
Kind of you...
...to invite us.
Not really dressed for dinner.
Well, you never are.
I can't say I fancy Elf maids myself, too thin.
They're all high cheekbones...
...and creamy skin.
Not enough facial hair for me.
Although that one there is not bad.
That's not an Elf maid.
That's funny.
This is Orcrist, the Goblin-cleaver.
A famous blade...
...forged by the High Elves of the West, my kin.
May it serve you well.
And this...
...is Glamdring...
...the Foehammer. Sword...
...of the King of Gondolin.
These were made for the Goblin Wars of the First Age.
I wouldn't bother, laddie.
Swords are named for the great deeds they do in war.
What are you saying, my sword hasn't seen battle?
I'm not actually sure it is a sword.
More of a letter opener, really.
- How did you come by these? - We found them...
...in a Troll-hoard on the Great East Road...
...shortly before...
- ...we were ambushed by Orcs. - And what were you doing...
...on the Great East Road?
Excuse me.
Thirteen Dwarves...
...and a Halfling. Hm.
Strange traveling companions, Gandalf.
These are the descendants of the house of Durin.
They're noble, decent folk.
And they're surprisingly cultured.
Our business is no concern of Elves.
For goodness sake, Thorin...
- ...show him the map. - It is the legacy...
...of my people.
It is mine to protect, as are its secrets.
Save me from the stubbornness of Dwarves.
Your pride will be your downfall.
You stand in the presence of one of the few in Middle-earth...
...who can read that map. Show it to Lord Elrond.
Thorin, no.
Erebor.
What is your interest...
...in this map?
It's mainly academic.
As you know...
...this sort of artifact sometimes contains hidden text.
You still read ancient Dwarvish, do you not?
Moon runes?
Of course.
An easy thing to miss.
Well, in this case, that is true.
Moon runes can only be read by the light of a moon...
...of the same shape and season...
...as the day on which they were written.
Can you read them?
These runes were written on a Midsummer's Eve...
...by the light of a crescent moon nearly 200 years ago.
It would seem you were meant to come to Rivendell.
Fate is with you...
...Thorin Oakenshield. The same moon...
...shines upon us tonight.
"Stand by the...
...gray stone when the thrush knocks...
...and the setting sun with the last light of Durin's Day...
- ...will shine upon the keyhole." - Durin's Day?
It is the start of the Dwarves' new year, when the last moon of autumn...
...and the first sun of winter appear in the sky together.
This is ill news.
Summer is passing. Durin's Day will soon be upon us.
We still have time.
- Time? For what? - To find the entrance.
We have to be standing in exactly the right spot at exactly the right time.
Then, and only then, can the door be opened.
So this is...
...your purpose, to enter the mountain?
What of it?
There are some who would not deem it wise.
What do you mean?
You are not the only guardian to stand watch over Middle-earth.
Not with your...
...companions?
Uh, no, I shan't be missed.
The truth is that most of them don't think I should be on this journey.
Indeed?
I've heard that Hobbits are very resilient.
Really?
Mm.
I've also heard they're fond of the comforts of home.
I've heard that it's unwise to seek the council of Elves.
That they will answer with yes and no.
You are very welcome to stay here, if that...
...is your wish.
No, you did the same thing. It's not like you didn't do it.
Of course I was going to tell you. I was waiting...
...for this very chance. And really, I think you can trust that I know what I am doing.
Do you? That dragon has slept...
...for 60 years.
What will happen if your plan should fail...
- ...if you wake that beast? - What if we succeed?
If the Dwarves take back the mountain...
...our defenses in the east will be strengthened.
It is a dangerous move, Gandalf.
It is also dangerous to do nothing.
Oh, come, the throne of Erebor is Thorin's birthright. What is it you fear?
Have you forgotten?
A strain of madness runs deep in that family.
His grandfather lost his mind. His father succumbed to...
...the same sickness.
Can you swear Thorin Oakenshield...
...will not also fall?
Gandalf, these decisions do not rest with us alone. It is not...
...up to you or me to redraw the map of Middle-earth.
With or without our help, these Dwarves will march on the mountain.
They're determined to reclaim their homeland.
I do not believe Thorin Oakenshield feels that he is answerable to anyone.
Nor, for that matter, am I.
It is not me you must answer to.
Lady Galadriel.
Mithrandir.
I had no idea Lord Elrond had sent for you.
He didn't.
I did.
Ah.
Saruman.
You've been busy of late, my friend.
Tell me, Gandalf...
...did you think these plans and schemes of yours...
...would go unnoticed?
Unnoticed?
No.
I'm simply doing what I feel to be right.
The dragon has long been on your mind.
That is true, my lady.
Smaug owes allegiance to no one.
But if he should side with the enemy...
...a dragon could be used to terrible effect.
What enemy?
Gandalf, the enemy is defeated.
Sauron is vanquished. He can never regain his full strength.
Does it not worry you that the last of the Dwarf rings...
...should simply vanish...
...along with its bearer?
Of the seven Dwarf rings, four were consumed by dragons...
...two were taken by Sauron before he fell in Mordor.
The fate of the last Dwarf ring remains unknown.
The ring that was worn by Thrain.
Without the ruling Ring of Power...
...the seven are of no value to the enemy.
To control...
...the other rings...
...he needs the One.
And that ring was lost long, long ago.
It was swept out...
...to sea by the waters of the Anduin.
Gandalf, for 400 years we have lived in peace...
...a hard-won...
...watchful peace.
Are we? Are we at peace?
Trolls have come down from the mountains. They are raiding villages, destroying farms.
Orcs have attacked us on the road.
Hardly a prelude to war.
Always you must meddle...
...looking for trouble where none exists.
Let him speak.
There is something at work beyond the evil of Smaug.
Something far more powerful.
We can remain blind to it, but it will not be ignoring us, that I can promise you.
A sickness lies over the Greenwood.
The woodsmen who live there now call it Mirkwood.
And they say...
Well?
Don't stop now.
Tell us what the woodsmen say.
They speak of a Necromancer...
...living in Dol Guldur.
A sorcerer who can summon the dead.
That's absurd.
No such power exists in this world.
This Necromancer is nothing more than a mortal man.
A conjurer dabbling in black magic.
And so I thought too.
- But Radagast has seen-- - Radagast?
Do not speak to me of Radagast the Brown.
He's a foolish fellow.
Well, he's odd, I grant you. He lives a solitary life.
It's not that. It's his excessive...
...consumption of mushrooms.
They've addled his brain...
...and yellowed his teeth.
I've warned him.
It is unbefitting one of the Istari to be wandering the woods...
You carry something.
It came to you from Radagast.
He found it in Dol Guldur.
Yes.
Show me.
Listen to me.
I would think I was talking to myself for all the attention that he paid.
By all means...
What is that?
A relic of Mordor.
A Morgul Blade.
Made for the Witchking of Angmar.
And buried with him.
When Angmar fell...
...the Men of the North took his body...
...and all that he possessed and sealed it within the High Fells of Rhudaur.
Deep within the rock they buried him...
...in a tomb so dark...
...it would never come to light.
This is not possible.
A powerful spell lies upon those tombs.
They cannot be opened.
What proof do we have this weapon came from Angmar's grave?
I have none.
Because there is none.
Let us examine what we know.
A single Orc pack...
...has dared to cross the Bruinen.
A dagger from a bygone age has been found.
And a human sorcerer who calls himself "The Necromancer"...
...has taken up residence in a ruined fortress.
It's not so very much after all.
The question of this Dwarvish company, however...
...troubles me deeply.
I'm not convinced, Gandalf.
I do not feel I can condone such a quest.
If they'd come to me, I might have spared them this disappointment.
I do not pretend to understand your reason for raising their hopes.
They are leaving.
Yes.
You knew.
No, I'm afraid there is...
...nothing else for it.
My Lord Elrond.
The Dwarves, they're gone.
Be on your guard.
We're about to step over the Edge of the Wild.
Balin, you know these paths. Lead on.
Aye.
Master Baggins...
...I suggest you keep up.
You will follow them.
Yes.
You are right to help Thorin Oakenshield.
But I fear this quest has set in motion...
...forces we do not yet understand.
The riddle of the Morgul Blade must be answered.
Something moves in the shadows unseen, hidden from our sight.
It will not show itself.
Not yet.
But every day it grows in strength.
You must be careful.
Mithrandir?
Why the Halfling?
I do not know.
Saruman believes that it is only great power...
...that can hold evil in check.
But that is not what I have found.
I have found it is the small things...
...everyday deeds of ordinary folk...
...that keeps the darkness at bay.
Do not be afraid, Mithrandir.
You are not alone.
Hey! Hold on!
We must find...
...shelter!
Where's the Hobbit?
Get him!
Aah!
Grab my hand!
Bilbo!
Ori, be careful!
Take it!
I've got you, lad.
Grab on! Grab on!
Come on.
Get him.
Come on, lad. Up you get.
I thought we'd lost our burglar.
He's been lost ever since he left home.
He should never have come.
He has no place amongst us.
Dwalin!
It looks safe enough.
Search to the back.
Caves in the mountain are seldom unoccupied.
There's nothing here.
Right, then. Let's get a fire started.
No. No fires. Not in this place.
Get some sleep.
We start at first light.
We were to wait in the mountains until Gandalf joined us.
That was the plan.
Plans change.
Bofur, take the first watch.
Where do you think...
...you're going?
Back to Rivendell.
No, no, you can't turn back now, eh?
You're part of the company.
You're one of us.
I'm not, though, am I?
Thorin said I should never have come and he was right.
I'm not a Took...
...I'm a Baggins. I don't know what I was thinking.
I should never have run out my door.
You're homesick. I understand.
No, you don't. You don't understand. None of you do.
You're Dwarves. You're used to this life.
To living on the road...
...never settling in one place, not belonging anywhere!
Oh, I am sorry. I didn't--
No, you're right.
We don't belong anywhere.
I wish you all the luck in the world.
What's that?
Hmm?
Wake up!
Whoa!
Look out! Look out!
Get away!
Filthy scum!
Get back!
You'll pay for this!
Got you.
All right, all right.
Get off! Get your hands off me! Get off me!
Who would be so bold as to come armed into my kingdom?
Spies?
Thieves?
Assassins?
Dwarves, Your Malevolence.
Dwarves?
We found them on the Front Porch.
Well, don't just stand there. Search them.
Every crack.
Every crevice.
It is my belief...
...your great protuberance, that they...
...are in league with Elves!
"Made in Rivendell." Ah.
Second Age. Couldn't give it away.
Just a couple of keepsakes.
What are you doing in these parts?
Uh, don't worry, lads. I'll handle this.
What's--? What's that?
No tricks. I want the truth, warts and all.
You're going to have to speak up.
Your boys flattened my trumpet.
I'll flatten more than your trumpet!
If it's more information you want, I'm the one you should speak to.
Mm-hm.
If they will not talk, we'll make them squawk.
Bring up the mangler.
Bring up the bonebreaker.
Start with the youngest.
Wait!
Well, well, well.
Look who it is.
Thorin, son of Thrain, son of Thror...
...King Under the Mountain.
Oh, but I'm forgetting. You don't have a mountain.
And you're not a king...
...which makes you...
...nobody, really.
I know someone who would pay a pretty price for your head.
Just a head.
Perhaps you know of whom I speak.
A pale Orc, astride a white Warg.
Azog the Defiler was destroyed.
Yes.
Yes!
Gollum, gollum!
Aah!
Nasty Goblinses!
Better than old bones, precious.
Better than nothing.
Too many boneses, precious. Not enough flesh!
Shut up! Cut its skin off.
Start with its head.
The cold hard lands They bites our hands
They gnaws our feet
The rocks and stones They're like old bones
All bare of meat
Cold as death Without no breath
It's good to eat
Bless us and splash us...
...precious.
That's a meaty mouthful.
Gollum, gollum! Aah.
Back. Stay back.
I'm warning you...
...don't come any closer.
It's got an Elfish blade.
But it's not an Elfs.
Not an Elfs, no.
What is it, precious?
What is it?
My name is Bilbo Baggins.
Bagginses?
What is a Bagginses, precious?
- I'm a Hobbit from the Shire. - Oh.
We like Goblinses, batses and fishes. But we hasn't tried Hobbitses before.
Is it soft? Is it juicy?
Now, now...
...keep your distance!
I'll use this if I have to.
Aah!
I don't want any trouble.
Do you understand?
Just show me the way to get out of here and I'll be on my way.
Why? Is it lost?
Yes. Yes, and I want to get unlost as soon as possible.
Ooh, we knows! We knows safe paths for Hobbitses.
Safe paths in...
...the dark. Shut up!
I didn't say anything.
We wasn't talking to you.
Oh, yes, we was, precious. We was.
Look, I don't know what your game is...
...but I--
Games?
Oh, we love games, doesn't we, precious?
Does it like games? Does it, does it?
Does it like to play?
Maybe.
No!
Finish him off.
Finish him now! Gollum, gollum!
No! No. No.
No. I want to play. I do.
I want to play. I can see...
...you are very good at this.
So why don't we...
...have a game of riddles? Yes?
Just you and me.
Yes. Yes, just us.
Yes. Yes.
And if I win...
...you show me the way out. Yes?
Yes. Yes.
And if it loses?
What then?
Well, if it loses, precious, then we eats it.
We have one...
...for you.
All things it devours
Birds, beasts
Trees, flowers
Gnaws iron
Bites steel
Grinds hard stones to meal
Answer us.
Birds, beasts... Beasts? Trees, flowers.
I don't know this one.
Is it tasty?
Is it scrumptious?
Is it crunchable?
Let me think.
It's stuck.
Bagginses is stuck.
Time's up.
Time.
The answer...
...is time.
Actually it wasn't that hard.
Last question.
Last chance.
Okay.
Ask us.
Ask us!
Yes, yes. All right.
What have I got...
...in my pocket?
That's no fair.
It's not fair! It's against...
...the rules!
Now ask us another one.
No. No, no, no.
You said ask me a question. Well, that is my question.
What have I got in my pocket?
Three guesses, precious. It must give us...
...three!
Three guesses. Very well, guess away.
- Handses! - Wrong.
Guess again.
Fishbones, Goblins' teeth, wet shells, bats' wings...
Knife! Oh, shut up!
Wrong again. Last guess.
String.
Or nothing.
Two guesses at once. Wrong both times.
So...
Come, then. I won the game.
You promised to show me the way out.
Did we say so, precious?
Did we say so?
What has it got in its pocketses?
That's no concern of yours.
You lost.
Lost?
Where is it?
Where is it?!
No!
Where is it?!
No!
Lost!
Curse us and splash us!
My precious...
...is lost!
What have you lost?
Mustn't ask us! Not its business!
No! Gollum!
Gollum!
What has it got...
...in its nasty...
...little pocketses?
He stole it.
He stole it!
Bones will be shattered
Necks will be wrung
You'll be beaten
And battered From racks you'll be hung
You will die down here
And never be
Found
Down in the deep
Of Goblin-town
I know that sword!
It is the Goblin-cleaver!
The Biter!
The blade that sliced...
...a thousand necks! Slash them!
Beat them! Kill them!
Kill them all!
Cut off his head!
Take up arms.
Fight.
Fight!
He wields the Foehammer! The Beater!
Bright as daylight!
Thorin!
Follow me.
Quick!
Run!
Give it to us!
It's...
...ours.
It's ours!
Thief!
Baggins!
Quickly!
Faster!
Post!
Charge!
Cut the ropes!
Come on, quickly!
- Come on, move! - Bombur!
Go, go, go!
Jump!
Jump, lad!
Come on!
Push!
Come on!
Watch your backs!
You thought you could escape me.
Gandalf!
There's too many. We can't fight them.
Only one thing will save us, daylight!
Come on!
Here! On your feet.
- Balin. - Come on!
Wait!
My precious. Wait!
Gollum, gollum!
Quick, quick!
This way.
- Come on. - Come on, come on. Quickly.
Right, good!
Baggins!
Thief!
Curse it and crush it! We hates it forever!
Five, six, seven, eight.
Bifur. Bofur. That's 10.
Fili, Kili! That's 12.
And Bombur. That makes 13.
Where's Bilbo?
Where is our Hobbit?
Curse that Halfling!
Now he's lost?
I thought he was with Dori!
Don't blame me!
Where did you last see him?
I think I saw him...
...slip away...
...when they first collared us.
And what happened, exactly?
- Tell me! - I'll tell you what happened.
Master Baggins saw his chance...
...and he took it.
He has thought of nothing but his soft bed and his warm hearth...
...since first he stepped out of his door.
We will not be seeing our Hobbit again.
He is long gone.
No.
He isn't.
Bilbo Baggins.
I have never been so glad...
...to see anyone in my life.
Bilbo.
We'd given you up.
How on earth did you get past the Goblins?
How, indeed.
Why did you come back?
Look, I know you doubt me. I know you always have.
And you're right. I often think of Bag-end.
I miss my books.
And my armchair and my garden.
See, that's where I belong.
That's home.
And that's why I came back. Because...
...you don't have one.
It was taken from you.
But I will help you take it back if I can.
How close is the pack?
Too close. A couple of leagues, no more. But that's not the worst of it.
- Have the Wargs picked up our scent? - Not yet. But they will do.
- We have another problem. - Did they see you?
They saw you.
No, that's not it.
What did I tell you?
Quiet as a mouse.
Excellent burglar material.
Will you listen? Will you just...
...listen?
I'm trying to tell you there is something else out there.
What form did it take?
Like a bear?
Ye... Yes, but bigger.
Much bigger.
You knew about this beast?
I say we double back.
And be run down by a pack of Orcs?
There is a house...
...it's not far from here, where we might take refuge.
Whose house?
Are they friend or foe?
Neither.
He will help us or...
...he will kill us.
What choice do we have?
None.
Come on!
This way! Quickly!
Run!
Bombur, come on!
To the house!
Run!
Come on, get inside.
Open the door!
Quickly!
- Push! - Push!
Dwalin!
Come on, lads!
What is...
...that?
That is our host.
His name is Beorn.
And he's a skin-changer.
Sometimes he's a huge black bear.
Sometimes he's a great strong man.
The bear is unpredictable...
...but the man can be reasoned with. However...
...he is not overfond of Dwarves.
He's leaving.
Come away from there.
It's not natural. None of it.
It's obvious. He's under some...
...dark spell.
Don't be a fool.
He's under no enchantment but his own.
All right, now get some sleep. All of you.
You'll be safe here tonight.
I hope.
Don't blame me!
Come on, Dori!
Well, I say we should leg it. Slip out the back way.
I'm not running from anyone, beast or no.
There is no point in arguing.
We cannot pass...
...through the Wilderland without Beorn's help.
We'll be hunted down before we ever get to the forest.
Bilbo.
There you are.
Now...
...this will require some delicate handling.
We must tread very carefully.
The last person to have startled him was torn to shreds.
I will go first and...
Bilbo?
You come with me.
- Is this a good idea? - Yes.
Now, the rest of you, you just wait here...
- ...and don't come out until I give the signal. - Right.
Wait for the signal.
And no sudden moves or loud noises, and don't overcrowd him.
And only come out in pairs. Right.
No, actually, Bombur...
... you should come out alone.
Remember, wait for the signal.
The signal. Right.
What signal would that be?
- Ahem. - You're nervous.
Nervous? What nonsense.
Good morning.
Good morning!
Who are you?
I'm Gandalf. Gandalf the Grey.
Never heard of him.
I'm a Wizard.
Perhaps you've heard of my colleague Radagast the Brown.
He resides in the southern borders of Mirkwood.
What do you want?
Well, simply to thank you for your hospitality.
You may have noticed that we took refuge...
...in your lodgings here last night.
Who is this...
...little fellow?
Well, this would be Mr. Baggins...
...from the Shire.
He's not a Dwarf, is he?
Why, no. No, he's a Hobbit.
A good family and unimpeachable reputation.
A Halfling and a Wizard.
How come you here?
Well, the fact is...
...that we've had a bad time of it...
...from Goblins in the mountains.
What did you go near Goblins for?
Stupid thing to do.
You are absolutely...
- ...right. No, it... - There it is. Go.
- Go. - ...was terrible.
Dwalin...
...and Balin.
And I must...
...confess that, several...
...of our group are, in fact, Dwarves.
Do you call two...
..."several"?
Well, now you put it that way...
Yes, there could be more...
...than two.
Go, go.
Wait, that's us.
And here are some more...
...of our, happy troop.
And do you call six a "troop"?
What are you, a traveling circus?
Go.
Go. Go, go.
Dori and Ori at your service.
I don't...
...want your service.
Absolutely understandable.
Go.
Fili and Kili. I'd quite forgotten. Yes.
Yes, and Nori, Bofur...
...Bifur...
...and Bombur.
Is that it?
Are there any more?
So you are the one they call Oakenshield.
Tell me...
...why is Azog...
...the Defiler hunting you?
You know of Azog?
How?
My people were the first to live in the mountains...
...before the Orcs came down from the North.
The Defiler killed most of my family.
But some he...
...enslaved.
Not for work, you understand...
...but for sport.
Caging skin-changers...
...and torturing them seemed to amuse him.
There are others like you?
Once there were many.
And now?
Now there is only one.
You need to reach...
...the mountain before the last days of autumn.
Before Durin's Day falls.
Yes.
You are running out of time.
Which is why we must go through Mirkwood.
A darkness lies upon that forest.
Fell things creep beneath those trees.
I would not venture there...
...except in great need.
We will take the Elven Road.
That path is still safe.
"Safe"?
The Wood Elves of Mirkwood...
...are not like their kin.
They're less wise...
...and more dangerous.
But it matters not.
What do you mean?
These lands are crawling with Orcs.
Their numbers are growing.
And you are on foot.
You will never reach...
...the forest alive.
I don't like Dwarves.
They're greedy...
...and blind.
Blind to the lives of those they deem...
...lesser than their own.
But Orcs I hate more.
What do you need?
You will leave my...
...ponies before you enter the forest.
You have my word.
We're being watched.
Yes.
The Orcs will not give up.
They will hunt the Dwarves until they see them destroyed.
Why now? What has made the Defiler crawl from his hole?
There is an alliance between the Orcs of Moria...
...and the sorcerer in Dol Guldur.
Are you sure of this?
Packs have been seen...
...gathering there.
Each day, more and more come.
What do you know of this sorcerer?
The one they call the Necromancer.
I know he is not what he seems.
Fell things are drawn to his power.
Azog pays...
...homage to him.
Gandalf.
Time is wasting.
There is more.
Not long past, word spread...
...the dead had been seen walking near the High Fells of Rhudaur.
The dead?
Is it true?
Are there tombs in those mountains?
When Angmar fell...
...the Men of the North took his body and all that he possessed...
...and sealed it within the High Fells of Rhudaur.
Deep within the rock, they buried him.
In a tomb so dark...
...it would never...
...come to light.
Yes.
Yes, there are tombs up there.
I remember a time when a great evil...
...ruled these lands.
One powerful...
...enough to raise the dead.
If that enemy has returned to Middle-earth...
...I would have you tell me.
Saruman the White says it's not possible.
The enemy was destroyed and will never return.
And what does...
...Gandalf the Grey say?
Go now.
While you have the light.
Your hunters are not far behind.
The Elven Gate.
Here lies our path...
...through Mirkwood.
No sign of the Orcs. We have luck on our side.
Set the ponies loose.
Let them return to their master.
This forest...
...feels...
...sick.
As if a disease lies upon it.
Is there no way around?
Not unless we go 200 miles north.
Or twice that distance...
...south.
Something moves in the shadows unseen...
...hidden from our sight.
Every day it grows in strength.
Beware the Necromancer.
He is not what he seems.
If our Enemy has returned, we must know.
Go to the tombs in the mountains.
The High Fells.
So be it.
Not my horse!
I need it!
You're not leaving us?
I would not do this unless I had to.
You've changed...
...Bilbo Baggins.
You're not the same Hobbit as the one who left the Shire.
I was going to tell you.
I...
...found something in the Goblin tunnels.
Found what?
My courage.
Good. Well, that's good.
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.
There is a stream in the woods that carries a dark enchantment.
Do not touch the water.
Cross only by the stone bridge.
The very air of the forest is heavy with illusion.
It'll seek to enter your mind and lead you astray.
"Lead us astray"?
What does that mean?
You must stay on the path. Do not leave it.
If you do, you'll never...
...find it again.
No matter what may come, stay on...
...the path!
Come on. We must reach the mountain before the sun sets on Durin's Day.
- Durin's Day? - Let's go.
It is our one chance to find the hidden door.
The path turns this way.
This way.
Air. I need air.
My head, it's swimming!
- We found the bridge. - Bridge.
We could try and swim it.
Didn't you hear what Gandalf said?
A dark magic lies upon this forest.
The waters of this stream are enchanted.
Doesn't look very enchanting to me.
We must find another way across.
These vines look strong enough.
Kili!
We send the lightest first.
It's all right.
Can't see any problem.
There's one.
Everything's...
...fine.
Something is not right.
This is not right at all.
Stay where you are!
I can't get a grip.
What are you doing?
You shouldn't have done that.
It's bad luck.
I don't believe in luck.
We make our own luck.
We need...
...to take a rest.
What is that?
Those voices.
Can you hear them?
...no birds.
What hour is it?
I do not know.
I do not even...
...know what day it is.
This is taking too long.
Is there no end to this...
...accursed forest?
None that I can see.
Only trees and more trees.
This way.
- Gandalf said... - Do as I say. Follow me.
Attercop.
No, no, wait.
Wait.
I don't remember this bit.
None of it's familiar.
It's got to be here.
It can't have just disappeared.
Unless someone's moved it.
It's not over here neither.
Look.
A tobacco pouch.
There's Dwarves in these woods.
Dwarves from the Blue Mountains, no less.
This is exactly the same as mine.
Because it is yours. Do you understand?
We're going around in circles. We are lost.
We are not lost. We keep heading east.
But which way is east? We've lost the sun.
I thought you were the expert.
The sun.
We have to find...
...the sun.
Up there.
We need to...
...get above the canopy.
What was that?
Enough! Quiet! All of you!
We're being watched.
I can see a lake!
And a river.
And the Lonely Mountain.
We're almost there!
Can you hear me?
I know which way to go!
Hello?
Hello.
No.
Come on.
Kill them! Kill them.
Eat them now, while their blood is running.
Their hide is tough, but there's good juice inside.
Stick it again.
Stick it again. Finish it off.
The meat's alive and kicking!
Kill him.
Kill him now.
Let us feast.
Feast! Feast!
Eat them alive!
Feast!
- What is it? - What is it?
Eat them alive!
Fat and juicy.
Just a...
...little taste.
Curse it! Where is it?! Where is it?!
Here.
It stings!
Sting.
That's a good name.
Sting.
You all right there, Bofur?
- I'm all right! - Get it off me!
Where's Bilbo?
I'm up here!
Grab the legs!
Pull!
Where is it? Where is it? Come on.
Where is it?
No!
No! No!
Thorin! Get them!
Come on!
Look out, brother!
Fili!
Mine.
Come on...
...keep up!
We're clear!
Do not think I won't kill you, Dwarf.
It would be my pleasure.
- Help! - Kili!
Throw me a dagger!
Quick!
If you think I'm giving you...
...a weapon, Dwarf...
...you're mistaken!
Search them.
B'ey! Give it back! That's private!
Who is this?
- Your brother? - That is...
...my wife!
And what is this horrid creature?
A Goblin-mutant?
That's my wee lad, Gimli.
Where did you get this?
It was given to me.
Not just a thief, but a liar as well.
Thorin, where's Bilbo?
Unh! This is not the end of it!
- Do you hear me?! - Hey, let us out of here!
Get off me!
Aren't you going to search me?
I could have anything down my trousers.
Or nothing.
- Again! - Leave it!
There's no way out!
This is no Orc dungeon.
These are the Halls of the Woodland Realm.
No one leaves here but by the king's consent.
Some may imagine that a noble quest is at hand.
A quest to reclaim a homeland...
...and slay a dragon.
I myself suspect a more prosaic motive.
Attempted burglary.
Or something of that ilk.
You have found...
...a way in.
You seek that which would...
...bestow upon you the right to rule.
The King's Jewel.
The Arkenstone.
It is precious to you beyond measure.
I understand that.
There are gems in the mountain that I too desire.
White gems...
...of pure starlight.
I offer you my help.
I am listening.
I will let you go...
...if you but return what is mine.
A favor for a favor.
You have my word.
One king to another.
I would not trust Thranduil...
...the great king...
...to honor his word...
...should the end of all days be upon us!
You...
...who lack all...
...honor!
I have seen how you treat your friends.
We came to you once, starving, homeless...
...seeking your help.
But you turned your back!
You turned away from the suffering of my people...
...and the inferno that destroyed us.
Do not talk to me of dragon fire.
I know...
...its wrath and ruin.
I have faced...
...the great serpents of the North.
I warned your...
...grandfather of what his greed would summon.
But he would not listen.
You are just like him.
Stay here if you will...
...and rot.
A hundred years is a mere blink...
...in the life of an Elf.
I'm patient.
I can wait.
Did he offer you a deal?
He did.
I told him he could go îsh kakhfê ai-'d dûr-rugnu!
Him and all his kin!
Well, that's that, then.
A deal was our only hope.
Not our only hope.
I know you're there.
Why do you linger in the shadows?
I was coming to report to you.
I thought I ordered that nest to be destroyed not two moons past.
We cleared...
...the forest as ordered, my lord. But more spiders keep...
...coming up from the South.
They are spawning in...
...the ruins of Dol Guldur. If we could kill them at their source...
That fortress lies beyond our borders.
Keep our lands clear of those foul creatures. That is your task.
And when we drive them off, what then?
Will they not spread to other lands?
Other lands are not my concern.
The fortunes of the world...
...will rise and fall.
But here in this...
...kingdom, we will endure.
Legolas said you fought well today.
He has grown very fond of you.
I assure you, my lord...
...Legolas thinks of me as no more than a captain of the guard.
Perhaps he did once.
Now I am not so sure.
I do not think you would allow your son...
...to pledge himself to a lowly Silvan Elf.
No, you are right. I would not.
Still, he cares about you.
Do not give him hope where there is none.
The stone in your hand, what is it?
It is a talisman.
A powerful spell lies upon it.
If any but a Dwarf reads the runes on this stone...
...they will be forever cursed.
Or not.
Depending on whether you believe in that kind of thing. It's just a token.
A rune stone.
My mother...
...gave it to me so I'd remember my promise.
What promise?
That I would come back to her.
She worries.
She thinks I'm reckless.
Are you?
Nah.
Sounds like quite a party...
...you're having up there.
It is Mereth e-nGilith...
...the Feast of Starlight.
All light is sacred to the Eldar.
But Wood Elves love best the light of the stars.
I always thought it is a cold light.
Remote and far away.
It is memory...
...precious and pure.
Like your promise.
I have walked there sometimes.
Beyond the forest...
...and up into the night.
I have seen the world fall away...
...and the white light of forever fill the air.
I saw a fire moon once.
It rose over the pass near Dunland. Huge.
Red and gold, it was. It filled the sky.
We were an escort for some merchants from Ered Luin. They were...
...trading in silverwork for furs. We took the Greenway south...
...keeping the mountain to our left.
And then it appeared.
This huge fire moon...
...lighting our path.
I wish I could show you the caverns.
Galion, you old rogue, we're running out of drink.
These empty barrels should have been sent back to Esgaroth hours ago.
The bargeman will be waiting for them.
Say what you like about our...
...ill-tempered king. He has excellent taste in wine.
Come, Elros, try it.
I have the Dwarves...
...in my charge.
They're locked up. Where can they go? Ha, ha.
I'll wager the sun is on the rise.
Must be nearly dawn.
We're never gonna reach the mountain, are we?
Not stuck in here, you're not.
Bilbo!
What?
Shh! There are guards nearby!
- Ha, ha, ha. - Close the doors.
- It'll buy us more time. - All right, Nori.
- Up the stairs. - You first.
Ori.
Not that way. Down here. Follow me.
Go.
Easy, now.
This way.
Come on.
I don't believe it. We're in the cellars!
You were supposed to be leading us out, not further in!
I know what I'm doing!
Shh!
This way! This way!
Everyone...
- ...climb into the barrels quickly. - Are you mad?
- They'll find us. - No, no.
They won't, I promise you.
Please, please. You must trust me.
Do as he says.
Move your big ginger head.
Bifur, get in...
...the barrel! Move!
Everyone's in.
What do we do now?
Hold your breath.
Hold my breath? What do you mean?
Where is the Keeper of the Keys?
Well done, Master Baggins.
Go! Come on, let's go!
Hold on!
Bilbo!
Hang on!
- Help! - Ori!
No!
Watch out! There's Orcs!
Get under the bridge!
Kili!
Kili.
Kili!
Nori!
Cut the log!
Bombur!
Tauriel.
It's you!
Why am I here, Gandalf?
Trust me, Radagast.
I would not have called you here without good reason.
This is not a nice place to meet.
No.
It is not.
These are dark spells, Gandalf.
Old and full of hate.
Who's buried here?
If he had a name, it's long since been lost.
He would have been known only...
...as a servant of evil.
One of a number.
One of nine.
Why now, Gandalf? I don't understand.
The Ringwraiths...
...have been summoned to Dol Guldur.
But it cannot be the Necromancer.
A human sorcerer could not summon such evil.
Who said it was human?
The Nine only answer to one master.
We've been blind, Radagast.
And in our blindness...
...the Enemy has returned.
He is summoning his servants.
Azog the Defiler...
...is no ordinary hunter.
He is a commander.
A commander of legions.
The Enemy is preparing for war.
It will begin in the East.
His mind is set upon that mountain.
- Where are you going? - To rejoin the others.
Gandalf.
I started this. I cannot forsake them.
They are in grave danger.
If what you say is true...
...the world is in grave danger.
The power in that fortress will only grow stronger.
You want me to cast my friends aside?
- Anything behind us? - Not that I can see.
- I think we've outrun the Orcs. - Not for long. We've lost the current.
Bombur's half drowned.
- Make for the shore! - Aye.
Come on, let's go!
Gloin, help me, my brother.
Come on, lift yourself.
Come on!
Come on, you big lump, you!
I'm fine. It's nothing.
On your feet.
Kili's wounded. His leg needs binding.
There's an Orc pack on our tail. We keep moving.
To where?
To the mountain. We're so close.
A lake lies between us and that mountain.
- We have no way to cross it. - So then we go around.
The Orcs will run us down, as sure as daylight.
We've no weapons to defend ourselves.
Bind his leg, quickly.
You have two minutes.
Do it again...
...and you're dead.
Excuse me...
...but you're from Lake-town, if I'm not mistaken.
That barge over there...
...it wouldn't be available for hire, by any chance?
What makes you think I would help you?
Those boots have seen better days.
As has that coat.
No doubt you have some hungry mouths to feed.
How many bairns?
A boy and two girls.
And your wife, I imagine she's a beauty.
Aye.
She was.
I'm sorry. I didn't mean to...
Come on, come on. Enough of the niceties.
What's your hurry?
What's it to you?
I would like to know who you are...
...and what you are doing in these lands.
We are simple merchants from the Blue Mountains...
...journeying to see our kin...
...in the Iron Hills.
Simple merchants, you say?
We need food...
...supplies, weapons.
Can you help us?
I know where these...
...barrels came from.
What of it?
I don't know what business you had with the Elves...
...but I don't think it ended well.
No one enters Lake-town...
...but by leave of the Master.
All his wealth comes from trade with the Woodland Realm.
He would see you in irons before risking the wrath of King Thranduil.
Offer him more.
I'll wager there are...
...ways to enter that town unseen.
Aye.
But for that...
...you would need a smuggler.
For which we would pay double.
Such is the nature of evil. Out there in...
...the vast ignorance of the world...
...it festers and spreads.
A shadow that grows in the dark.
A sleepless malice as black...
...as the oncoming wall of night.
So it ever was.
So will it always be.
In time, all foul things come forth.
You were tracking a company of 13 Dwarves.
Why?
Not 13.
Not anymore.
The young one...
...the black-haired archer...
...we stuck him with a Morgul shaft.
The poison's in his blood. He'll be...
...choking on it soon.
Answer the question, filth.
I would not antagonize her.
You like killing things, Orc?
You like death?
Then let me give it to you.
I do not care about one...
...dead Dwarf. Answer the question.
You have nothing to fear. Tell us...
...what you know and I will set you free.
You had orders to kill them. Why?
What is Thorin Oakenshield to you?
The Dwarf runt will never be king.
King?
There is no King Under the Mountain, nor will there ever be.
None would dare enter Erebor...
...whilst the dragon lives.
You know nothing.
Your world will burn.
What are you talking about?
Speak!
Our time has come again.
My master serves the One.
Do you understand now, Elfling?
Death is upon you.
The flames of war...
...are upon you.
Why did you do that?
You promised to set him free.
And I did.
I freed his wretched head from his miserable shoulders.
There was more...
...the Orc could tell us.
There was nothing more he could tell me.
What did he mean by "the flames of war"?
It means they intend to unleash a weapon so great...
...it will destroy all before it.
I want the watch doubled at our borders. All roads, all rivers.
Nothing moves, but I hear of it.
No one enters this kingdom.
And no one leaves it.
Watch out!
What are you trying...
...to do, drown us?
I was born and bred on these waters, Master Dwarf.
If I wanted to drown you...
...I would not do it here.
I've had enough of this lippy Lakeman.
I say we throw him over the side and be done with it.
- Bard, his name's Bard. - How do you know?
I asked him.
I don't care what he calls himself. I don't like him.
We do not have to like him.
We simply have to pay him.
Come on now, lads. Turn out...
...your pockets.
How do we know he won't betray us?
We don't.
There's...
...just a wee problem.
We're 10 coins short.
Gloin.
Come on.
- Give us what you have. - Don't look to me.
I have been bled dry...
...by this venture.
What have I seen...
...for my investment?
Naught but misery and...
...grief and...
Bless my beard.
Take it.
- Take all of it. - Ahem.
The money, quick. Give it to me.
We will pay you when we...
...get our provisions but not before.
If you value your freedom, you'll do as I say.
There are guards ahead.
Far over
The misty mountains rise
Leave us standing
Upon the height
What was before
We see once more
Is our kingdom a distant light
Fiery mountain beneath the moon
The words unspoken
We'll be there soon
For home a song
That echoes on
And all who find us will know the tune
Some folk we never forget
Some kind we never forgive
Haven't seen the back of us yet
We'll fight as long as we live
All eyes on the hidden door
To the Lonely Mountain borne
We'll ride in the gathering storm
Until we get our long-forgotten gold
We lay under
The misty mountains cold
In slumbers deep
And dreams of gold
We must awake
Our lives to make
And in the darkness a torch we hold
From long ago when lanterns burned
Until this day
Our hearts have yearned
Her fate unknown
The Arkenstone
What was stolen
Must be returned
We must awake
And make the day
To find a song
For heart and soul
Some folk we never forget
Some kind we never forgive
Haven't seen the end of it yet
We'll fight as long as we live
All eyes on the hidden door
To the Lonely Mountain borne
We'll ride in the gathering storm
Till we get our long-forgotten gold
Far away
From misty mountains cold