SUBTITLE BY ***5CELL***

I warned you!

Did I not warn you what would
come of dealing with Dwarves?

Now they've done it!

They've woken the dragon, they've
brought the apocalypse upon our heads.

Come on, quickly, quickly.

Faster now, I'm trying
to evacuate myself here.

Careful with that.

Never mind the books! Get
on, get the rest of it.

But Sire, should we not
try to save the town?

The town is lost, save the gold!

Pile 'em up!

We have no time, we must leave.
- Get him up.

Come on, brother.
- Come on, come on, let's go.

I'm fine, I can walk.
- As fast as you can.

We're not leaving, not
without our father.

If you stay here, your sisters will die.
Is that what your father would want?

Open this door. Do you hear me!

Down here, now!

Give me your hand.
- Come on, we gotta go!

Quickly now, hurry!

Kíli, come on!

Come on! Come On!

Faster! Faster!

If only we could take...

more of these poor people with us.
But they're hardly...

worth it. I quite agree.

Look out!

Move it.

Move it!

Come on! Faster!

My gold! My gold!

We carry too much weight.

We need to dump something.

You gotta go, Alfrid.

Faster! Faster!

Poor souls.

Da!

Da!

He hit it!

- He hit the dragon!
- No.

He did, he hit it's mark, I saw.

These arrows can not
pierce it's hide.

Actually, nothing will.

What are you doing?

- Come back! Bain!
- Come back!

Bain!

- Come back here!
- Bain!

Leave him!

We cannot go back.

Bain!

Dad!

Bain! What are you doing?
Why didn't you...

leave, you were
supposed to leave.

I came to help you.

No, nothing can stop it now.
- This might.

Bain, you go back.

You get out of here now.

Da!

Bain!

Da!

Stop, stop! Halt,

halt!

Who are you that would stand...

against me?

Now that is a pity.

What will you do now... bowman?

You are forsaken.

No help will come.

Now's our chance!

Go now!

Hit to the open water!

Hmm... ahh! Is that your child?

You cannot save him from the fire.
He will...

burn!

Stay still, son.

Stay still.

Tell me,

wretch, how now shall
you challenge me?

You have nothing
left but your...

death!

Bain. Look at me.

You look at me.

A little to your left.

That's it.

Bain! Hold on!

Wh-what was that? What happened?

It fell, I saw it.

It's dead.

Smaug is dead.

By my beard, I think he's right!

Look there!

The Ravens of Erebor are
returning to the Mountain.

Aye, word will spread.
Before long...

every soul in Middle Earth
will know the Dragon is dead.

_

You are not alone, Mithrandir.

Will somebody help me!
Hey, let me go.

Help!

- Da!
- Da!

Da!

Ahh! Why me?

Tauriel.

Kíli...

come on.

We're leaving.

They are your
people, you must...

go.

Come with me.

I know how I feel,
I'm not afraid.

You make me feel alive.

No, I can't.

Tauriel,

amrâlimê.

I don't know what that means.

I think you do.

_

_

_

Keep it... as a promise.

These are dry. You'll need them.
- Thank you.

Oi, give me one of them!

I'll catch my...

death in this cold.
- Find your own!

You're not in charge now, Alfrid
Lickspittle. - That is where you are wrong.

In the absence of the Master...

the powers seeds to his...

deputy, which in this
instance is my good self.

Now give me that blanket!

Master's Deputy?

Don't make me laugh.
You're a sneak thief,

more like. I'll be dead...

before I answer to
the likes of you.

Maybe that can be arranged.

I wouldn't go turning on
your own, Alfrid. Not now.

Da! - Come here. - You're alive!

It's all right.

It was Bard. He killed the...

dragon. I saw it
with me own eyes.

He brought the beast down.
Struck him...

dead with a Black Arrow.

You've saved us all, bless you.

All hail to the Dragon-slayer!

All hail...

King Bard!

I have said it many times,
this is a man of noble stock.

A born leader.
- Do not call me that.

I'm not the Master...

of this town. Where is he?

Where's the master?
- Half way down the Anduin,

with all our coin,
I don't doubt.

You would know.

You helped him empty...

- the treasury.
- No,

I tried to stop him.

Liar! Thief!

You're a mongrel.
- I begged, I pleaded,

I said: "Master...

No!"

Think of the children.

Will nobody think
of the children?

Aargh. Hang him!

To the tree with him!

Let him down!

Let him go!

Look around you!

Have you not...

had your fill of death?

Winter is upon us.

We must look to our own, to
the sick and the helpless.

Those who can stand,
tend to the wounded,

and those who have
strength left, follow me.

We must salvage what we can.
- And what then?

What do we do then?

We find shelter.

Hello!

Bombur?

Bifur?

Anybody?

Wait!

Wait!

It's Bilbo. He's alive!

Stop! Stop!

Stop!

You need to leave. We
all need to leave.

We only just got here.

I tried talking to him,
but he won't listen.

Who do you mean, laddie?
- Thorin!

Thorin. Thorin, he's been
down there for days.

He doesn't sleep,
he barely eats.

He's not been himself, not at all.
It's this...

it's this place. I think
a sickness lies upon it.

A sickness?

What kind of sickness?

Fíli?

Fíli!

Fíli!

Gold.

Gold beyond measure...

beyond sorrow...

and grieve.

Behold... the great...

treasure hoard of Thrór.

Welcome...

my sisters sons...

to the Kingdom...

of Erebor.

Balin!

Bofur!

Kíli! Bifur!

- Bombur!
- You're alive!

- Any sign of it?
- Nothing here.

- Nothing here.
- Keep searching!

That jewel could be any...

where.
- The Arkenstone is in these halls.

Find it!
- You heard him, keep looking.

All of you!

No-one rests until it is...

found!

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.

Take only what you need,

we have a long march ahead.
- Where will you go?

There is only one place.

The Mountain?

You are a genius, Sire.

We can take refuge
inside the Mountain.

It might smell a bit of dragon.
The women could clean it up.

It will be safe and warm and
dry, and full of stores,

bedding and clothing,

your bit of gold.

What gold is in that
Mountain, is cursed.

We will take only what
was promised to us,

only what we need to rebuild...

our lives.

Here, pull your weight.

News of the death of Smaug will
have spread through the lands.

Aye.

Others will now look
to the Mountain...

for it's wealth...

or it's position.
- What is it you know?

Nothing for certain. It's
what I fear may come.

_

_

_

_

_

_

_

_

_

_

_

_

_

_

_

You saw something out there?

The Orc I pursued out of
Lake-town, I know who he is.

Bolg, the spawn of
Azog the Defiler.

A Wargpack was waiting for him
on the outskirts of Esgorath.

They fled into the north.

These Orcs were different
from the others,

they bore a mark I had not
seen for a long time.

The mark of Gundabad.

Gundabad?

An Orc stronghold in the far
north of the Misty Mountains.

_

_

_

_

_

_

_

You may tell my father...

if there is no place for Tauriel,
there is no place for me.

Legolas,

it is your King's command.

_

_

I ride north. Will
you come with me?

- To where?
- To Gundabad.

_

_

_

_

_

Nine for mortal men
doomed to die.

_

_

_

_

I am not alone.

Are you in need of
assistance, My Lady?

You should have stayed...

dead!

Mithrandir...

come back.

H- He is here.

He is. The darkness
has returned.

Gandalf!

Gandalf,

climb on!

He is weak.

He cannot remain here, it
is straining his life.

Go,

quickly!

Come with me, My...

Lady.

Go!

_

_

_

_

_

You have no...

power here,

servant of Mordor.

You...

are nameless,

faceless,

formless!

Go back to the void...

from whence you came!

_

The spirit of Sauron endured...

and has been banished.

He will flee into the East.

Gondor should be warned.

They must set a watch
on the walls of Mordor.

No. Look after the
Lady Galadriel.

She has spent much of her powers,
her strength is failing.

Take her to Lothlórien.

My Lord Saruman,

he must be hunted down...

and destroyed, once and for all.

Without the Ring of Power,

Sauron can never again hold
dominion over Middle Earth.

Go now.

Leave Sauron to me.

- I need a horse.
- What?

Gandalf,

where are you going?
- To warn Erebor.

They have no idea what is coming.
I saw them...

with my own eyes.

Rank upon rank of Moria Orcs.

You must summon our
friends, bird and beast.

The battle for the Mountain
is about to begin.

It is here in these halls,

I know it.
- We have searched and searched.

- Not well enough.
- Thorin,

we all would see the stone returned.
- And yet it's still not found!

Do you doubt the loyalty
of anyone here?

The Arkenstone is the
birthright of our people.

It is the King's jewel.

Am I not the King?!

Know this,

if anyone should find it...

and withhold it from me...

I will be avenged.

Dragon sickness...

I've seen it before.

That look,

the terrible need.

It is a fierce and
jealous love, Bilbo.

It sent his grandfather mad.

Balin, if-if Thorin...

had the Arkenstone.

Well, if-if it was found...

would it help?

That stone...

crowns all.

It's the summit of
this great wealth,

bestowing power...

upon he who bears it.

But stay his madness?

No, lad...

I fear it would make him worse.

Perhaps it is best...

it remains lost.

What is that?

In your hand.

- It-it's nothing.
- Show me.

It

I picked it up in
Beorn's garden.

You've carried it all this way?

I'm going to plant it in my garden.
In Bag-End.

That's a poor prize to
take back to the Shire.

One day it will grow...

and every time I look
at it, I'll remember...

remember everything that
happened, the good, the bad...

and how lucky I am
that I made it home.

Thorin, I... Thorin,

the survivors from Lake-town,
they're streaming into Dale.

There's hundreds of them.

Call everyone to the gate.

To the gate. Now!

Come on,

- keep moving.
- Sire!

Sire!

Up here!

Look Sire! The braziers are lit.

So,

the company of Thorin
Oakenshield survived.

Survived?

You mean there's a bunch of Dwarves
in there with all that gold?

You shouldn't worry, Alfrid.

There's gold enough in
that Mountain for all.

Make camp here tonight.

Find what shelter you can.

Get some fires going.

Come on, hurry along now.
- Alfrid,

you take the night...

watch.

Push!

I want this Fortress
made safe by sun-up.

This Mountain was hard-won,

I will not see it taken again.

The people of Lake-town
have nothing.

They came to us...

in need. They have
lost everything.

Do not tell me what they have lost.
I know well enough their hardship.

Those who've lived
through dragon fire...

should rejoice! They have...

much to be grateful for.

More stone!

Bring more stone to the gate!

These children are starving.
We need food.

We won't last three days.

Bard, we don't have enough.
- Do what you can, Percy.

It will be all right, don't worry.
- We need more water.

The children and the wounded
and the women come first.

Morning, Alfrid,

what news from the night watch?

All quiet, Sire. Not
much to report.

Nothing gets past me.

Except an army of
Elves, it would seem.

My Lord Thranduil, we did not...

look to see you here.
- I heard you needed aid.

You have saved us.

I do not know how to thank...

you. - Your gratitude
is misplaced.

I did not come on your behalf.

I came to reclaim
something of mine.

There are gems in the
Mountain that I too desire.

White gems of pure starlight.

The White gems of Lasgalen.

I know an Elf-lord who will
pay a pretty price for these.

Wait!

Please, wait!

You will go to war over
a handful of gems?

The heirlooms of my people
are not lightly forsaken.

We are allies in this.

My people...

also have claim upon the
riches in that Mountain.

Let me speak with Thorin.

You would try to
reason with the Dwarf.

To avoid war?

Yes.

Nice going lads, nice work.

Come on!

Hail Thorin, son of Thráin.

We are glad to find you
alive beyond hope.

Why do you come to gates of the King
under the Mountain armed for war?

Why does the King under the
Mountain fence himself in...

like a robber in his hole?

Perhaps it is because I'm
expecting to be robbed.

My Lord,

we have not come to rob you,
but to seek fair settlement.

Will you not speak with me?

I'm listening.

On behalf of Te people of Lake-town,
I ask that you honour your pledge.

A share of the treasure,

so that they might
rebuild their lives.

I will not treat with any man, while
an armed host lies before my door.

That armed host will attack this
mountain if we do not come to terms.

And your threats do not sway me.

What of your conscience?

Does it not tell you
our cause is just?

My people offered you help...

and in return you brought upon
them only ruin and death.

When did the men of Lake-town come to our
aid but for the promise of rich reward.

A bargain was struck.

A bargain?

What choice did we have but to barter
our birthright for blankets...

and food. To ransom our...

future in exchange for our freedom.
You call that a fair trade?

Tell me, Bard the dragon-slayer,

why should I honour such terms?

Because you gave us your...

word.

Does that mean nothing?

Begone, ere our arrows...

fly!

What are you doing?

You cannot go to war.

This does not concern you.
- Excuse me,

but just in case you haven't noticed,
there is an army of Elves out there.

Not to mention several
hundred angry fishermen.

W-w-we are in fact outnumbered.

Not for much longer.

What does that mean?

It means, Master Baggins,

you should never
underestimate Dwarves.

We have reclaimed Erebor.

Now we defend it.

He will give us nothing.

Such a pity. But still...

you tried.
- I do not understand.

Why?

Why would he risk war?

It is fruitless to reason with them.
They understand...

only one thing.

We attack at dawn.

Are you with us?

Master Baggins, come here.

You're going to need this.

Put it on.

This vest is made
of silver steel.

Mithril it was called
by my forebears.

No blade can pierce it.

I look absurd. I'm not a
warrior, I'm a Hobbit.

It is a gift,

a token of our friendship.

True friends are
hard to come by.

I have been blind, but now
I'm beginning to see.

I am betrayed.

Betrayed?

The Arkenstone...

one of them has taken it.

One of them is false.

Thorin,

the quest is fulfilled,
you've won the Mountain.

Is that not enough?

Betrayed by my own kin.
- No, eh...

you - you made a promise to
the people of Lake-town.

Is this...

treasure truly worth
more than your honour?

Our honour, Thorin. I was
also there, I gave...

my word.
- For that, I'm grateful.

That was nobly done.
But the treasure...

in this Mountain does
not belong to the...

people of Lake-town.

This gold...

is ours...

and ours alone.

With my life...

I will not part...

with a single coin.

Not...

one piece of it.

Gundabad.

What lies beyond?
- An old enemy.

The ancient Kingdom...

of Angmar.

This fortress was
once it's stronghold.

It is where they kept
their great armouries,

forged their weapons of war.

A light. I saw movement.

We wait for the cover of night.

It is a fell place, Tauriel.

In another age our
people waged war on...

those lands.

My mother died there.

My father does not speak of it.

There is no grave,

no memory,

nothing.

Let me through!

Make way!

No, no,

no! Oi, you!

Pointy hat!

Yes...

you.

We don't want no
tramps, beggars...

nor vagabonds around...

here. We've got enough trouble
without the likes of you.

Off you go.

On your horse.

Who's in charge here?

Who is asking?

You must set aside your petty
grievances with the dwarves.

War is coming.

The cesspits of Dol
Guldur have been emptied.

You're all in mortal danger.

What are you talking about?

I can see you know
nothing of wizards.

They are like winter thunder on a wild
wind, rolling in from a distance...

breaking hard and alarmed.

But sometimes a storm...

is just a storm.

Not this time.

Armies of Orcs are on the move.

These are fighters, they
have been bred for war.

Our enemy has summoned
his full strength.

Why show his hand now?
- Because...

we forced him.

We forced him when the company of Thorin
Oakenshield set out to reclaim...

their homeland.

The Dwarves were never
meant to reach Erebor,

Azog the Defiler was
sent to kill them.

His master seeks control
of the Mountain,

not just for the
treasure within,

but for where it lies,
it's strategic position.

This is the gateway to...

reclaiming the lands of
Angmar in the North.

If that fell Kingdom
should rise again...

Rivendell, Lórien, the Shire...

even Gondor itself will...

fall.

These Orc armies you
speak of, Mithrandir,

where are they?

_

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These bats are bred
for one purpose.

For what?

For war.

_

_

Since when has my council
counted for so little?

What do you think
I'm trying to do?

I think you're trying to
save your Dwarvish friends.

And I admire your
loyalty to them.

But it does not dissuade
me from my course.

You started this, Mithrandir.

You will forgive
me if I finish it!

Are the archers in position?

Yes, My Lord.
- Give the order...

if anything moves on
that mountain, kill it!

The Dwarves are out of time.

You, bowman!

Did you agree with this?

Is gold so important to you?

Would you buy it with
the blood of Dwarves?

It will not come to that.

This is a fight they cannot win.
- That won't stop them.

You think the Dwarves will surrender?
They won't.

They will fight to the
death to defend their own.

Bilbo Baggins!

If I'm not mistaken, this is
the Halfling who stole...

the keys to my dungeons from
under the nose of my guards.

He is.

Sorry about that.

I came to give you this.

The Heart of the Mountain.

The King's jewel.

And worth a king's ransom.

How is this yours to give?

I took it as my 14th
share of the treasure.

Why would you do this?

You owe us no loyalty.

I'm not doing it for you.

I know that Dwarves
can be obstinate...

and pigheaded and...

difficult.

And suspicious and secretive...

with the worst manners
you can possibly...

imagine, but they
are also brave...

and kind...

and loyal to a fault.

I've grown very fond of them,
and I would save them if I can.

But Thorin...

values this stone
above all else.

In exchange for it's return,
I believe he will...

give you what you were owed.
There will be no need...

for war.

Rest up tonight.

You must leave on the morrow.
- What?

Get as far away from
here as possible.

- I-I'm not leaving.
- Oh?

You picked me as the 14th man. I'm
not about to leave the company now.

There is no company,
not any more.

And I don't like to think
what Thorin would do...

when he finds out what you've done.
- I'm not afraid of Thorin.

Well, you should be.

Don't underestimate...

the evil of gold.

Gold...

over which a serpent
had long brooded.

Dragon-sickness seeps into
the hearts of all who get...

near this Mountain.

Almost all.

You there!

Find this Hobbit a bed...

and fill his belly
with hot food.

He has earned it.

Hey, keep an eye on him.

If he should try to
leave, you tell me.

Move it, stupid Hobbit.

Wakey, Wakey. Hobbit, up you...
get?

We've come to tell you...

payment of your debt
has been offered...

and accepted.

What payment?

I gave you nothing.

You have nothing.

We have this.

They have the Arkenstone.

Thieves.

How came you by the
heirloom of our house?

That stone belongs to...

the king.

And the King may have it...

and our good will.

But first he must
honour his word.

They're taking us for fools.

This is a ruse...

and a filthy lie.

The Arkenstone is in this
Mountain, it is a trick!

I-It's no trick.

The stone is real...

I gave it to them.

You?

I took it as my 14th share.

You would steel from me?

Steel from you? No,

no. I may be a burglar, but I
like to think I'm an honest one.

I'm willing to let it
stand against my claim.

Against your claim?

Your claim,

you have no claim over
me, you miserable...

rat!

I was going to give it to you.

Many times I wanted to, but -
- But what,

thief?

You are changed, Thorin.
The Dwarf I met...

in Bag-End would never have
gone back on his word,

would never have doubted
the loyalty of his kin.

Do not speak to me...

of loyalty.

Throw him from the rampart!

Did you not hear me?!

I will do it myself.

I curse you!

Cursed be the wizard
that forced...

you on this company.
- If you don't like my burglar,

then please...

don't damage him.

Return him...

to me.

You're not making a very
splendid figure as King under...

the Mountain, are you,
Thorin, son of...

Thráin.

Never again will I have
dealings with wizards...

or Shire rats.

Are we resolved?

The return of the...

Arkenstone for
what was promised.

Give us your answer.

Will you have peace...

or war?

I will have war.

Ironfoot.

Dáin! Dáin!

Dáin!

Who is that? He doesn't
look very happy.

It is Dáin, Lord
of the Iron Hills.

Thorin's cousin.
- Are they alike?

I've always found Thorin the
more reasonable of the two.

Good morning!

How are we all?

I have a wee proposition,

if you wouldn't mind
giving me a few moments...

of your time.

Would ya consider...

JUST...

SODDING OFF?!

All of you!

Right now!

Stand fast!

Calm now, Lord...

- Dáin.
- Gandalf the Grey.

Tell this rabble...

to leave, or I'll...

water the ground
with their blood.

There is no need for...

war between Dwarves,
Men and Elves.

A legion of Orcs...

march on the Mountain.

Stand your army...

down.
- I will not stand down before any Elf.

Not least this
faithless woodland...

sprite. He wishes nothing
but ill upon my people.

If he...

chooses to stand
between me and my kin,

I'll split his pretty head open!

See if he's still smirking...

- then.
- Dáin!

He's clearly mad,
like his cousin.

You hear that, lads? We're on!

Let's give these bastards
a good hammering.

Were-worms!

Oh, come on.

_

The Hordes of Hell are...

upon us!

To battle, to battle,
sons of Durin!

I'm going over the wall,
who's coming with me?

Aye! Yes! Come on, let's go.

- Stand down.
- What?

Are we to do nothing?

I said stand...

down!

The Elves,

will they not fight?

Thranduil!

This is madness!

Uh, Gandalf...

is this a good place to stand?

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_

Azog.

He's trying to cut us off.

All of you...

fall back to Dale!

Now!

To the city! Bilbo, this way!

Sigrid!

Tilda!

My children, where
are my children?

I saw them, they were
down in the Old Market.

The Market? Where are they now?

Tilda! Sigrid!

Bard, Orcs are storming
over the Causeway.

Get the bowmen to the eastern parapet.
Hold them of for as long as you can.

Archers, this way!

The Orcs have taken Stone
Street, the Market is overrun.

The rest of you, follow me!

Charge! Onward! To the death!

- Da!
- Da!

- Over here!
- Da is here!

Tilda!

Bain!

Sigrid! Get down!

Listen, I need you to gather
the women and children,

take them to the Great Hall...

and barricade the door.

You understand? You must
not come out for any...

reason.
- We want to stay with you.

Show your father some respect.

You leave it to me, Sire.

You heard him, we
make for Great Hall.

Alfrid, women and children only.
I need every man...

fighting. See that you return.
- I'll get them to safety, Sire.

My sword is yours to command.

Get up!

- Look after them.
- I will.

Shift it, granny.

Make for the Great Hall.

Out of my way!

Abandon the cripples!

_

_

You buggers!

Thorin!

Where's Thorin?

We need him. Where is he?

_

_

Pull back!

Since when do we forsake our...

own people?

Thorin, they are dying...

out there.

There are halls beneath
halls within this Mountain,

places we can fortify.

Shore up, make safe?

Yes.

Yes,

that is it.

We must move the gold
further underground...

to safety.
- Did you not hear me?

Dáin is surrounded.

They're being
slaughtered, Thorin.

Many die in war,

live is cheap.

But a treasure...

such as this...

cannot be counted in lives lost.

It is worth all the
blood we can spend.

You sit here in these vast halls
with a crown upon your head,

and yet you are lesser now
than you have ever been.

Do not speak to me as if I
were some lowly Dwarf...

Lord. As is if...

I were still...

Thorin... Oakenshield.

I am your King!
- You were always my King.

You used to know that once.

You cannot see what
you have become.

Go,

get out...

before I kill you.

You sit here with a
crown upon your head.

You are lesser now than
you have ever been.

A treasure such as this cannot
be counted in lives lost.

A sickness lies
upon that treasure.

The blind ambition
of a Mountain King.

Am I not the King?

This gold is ours,
and ours alone.

Treasure hoard...

I will not part...

with a single coin.

He could not see
beyond his own desire!

As if I were some
lowly Dwarf Lord.

Thorin Oakenshield.

A sickness which drove
your grandfather mad.

Oakenshield.

This is Thorin, son of
Thráin, son of Thrór.

I am not my grandfather.

You are the heir to
the Throne of Durin.

They are dying out there.

Take back Erebor.

Dáin is surrounded.

Is surrounded.

Take back your homeland.

You are changed, Thorin.

I'm not my grandfather.

Is this treasure truly worth
more than your honour?

I'm not my grandfather.

This treasure will
be your death.

Fall back!

Fall back! Back to the Mountain!

Fall back!

_

_

I will not hide...

behind a wall of stone, while
others fight our battles for us!

It is not in my blood, Thorin.

No,

it is not.

We are sons of Durin...

and Durin's folk...

do not flee from a fight.

I have no right to ask
this of any of you,

but will you follow
me one last time?

_

_

Thorin.

To the King! To the...

King!

The Dwarves,

they're rallying.

They're rallying to their King.

Any man who wants to give
their last follow me!

I say we stand with our
men in life and in death.

- I'm with ya.
- Arm yourselves!

Come with us, love.
- No, no, no.

You leave an old woman be.
- Don't be afraid.

I said get off!

Alfrid Lickspittle,

- you are a coward.
- A Coward?

Not every man is brave
enough to wear a corset.

You're not a man,

you're a weasel.

Dáin!

Thorin... hold on!

I'm coming!

Hey, cousin...

what took you so long?

There's too many of
these buggers, Thorin.

I hope you've got a plan.

Aye,

we're going to take
out their leader.

Azog?

I'm going to kill
that piece of filth.

Lead on!

We may yet survive this.

Gandalf!

It's Thorin.

And Fíli and Kíli...

and Dwalin.

He's taking his best warriors.

To do what?

To cut the head of the snake.

Die!

Gandalf!

Legolas.

Legolas Greenleaf!
- There's a second army.

Bolg leads a force of Gundabad Orcs.
They are almost upon us.

Gundabad? Ahh. This was
their plan all along.

Azog engages our forces, then
Bolg sweeps in from the north.

What, th... the north?

Where is the north...

- exactly?
- Ravenhill.

Ravenhill?

Thorin is up there...

and Fíli and Kíli.
They're all up there.

Where is he?

It looks empty.

I think Azog has fled.
- I don't think so.

Fíli,

take your brother.

Scout out the towers.

Keep low and out of sight.
If you see something,

report back, do not engage.
Do you understand?

We have company.
Goblin mercenaries.

No more then a hundred.
- We'll take care of them. Go!

Go!

Recall your company.

My Lord, disperse...

this force to Ravenhill, the
Dwarves are about to be overrun.

Thorin must be warned.
- By all means, warn him.

I've spent enough Elvish
blood in defence of this...

accursed land. No more!

Thranduil?

- I'll go.
- Don't be ridiculous,

you'll never make it. - Why not?

Because they will see you
coming, and kill you!

No, they won't.

They won't see me.

It's out of the question.
I won't allow it.

I'm not asking you to
allow it, Gandalf.

Oh.

_

You will not turn away.
Not this time.

Get out of my way.

The Dwarves will be slaughtered.

Yes, they will die.

Today... tomorrow,

one year hence a
hundred years from...

now. What does it matter?

They are mortal.

You think your life is
worth more than theirs,

while there is no love in it?

There is no love in you.

What do you know of love?
Nothing.

What you feel for that
Dwarf is not real.

You think it is love? Are
you ready to die for it?

_

_

I will go with you.

Get up.

Get away from me. I
don't take orders...

from you. People trusted you,

they listened to you.

The Master's mantel...

was there for the taking...

and you threw it all away.

For what?

Alfrid,

your slip is showing.

Stay here, search
the lower levels.

I've got this.

Where is that Orc-filth?

Thorin!

Bilbo.

You have to leave here. Now!

Azog has another army,
attacking from the north.

This watchtower will be
completely surrounded,

there'll be no way out.
- We are so close.

That Orc-scum is in there.

- I say we push on.
- No!

That's what he wants.
He wants to draw us in.

This is a trap.

Find Fíli and Kíli,
call them back.

Thorin, are you sure about this?
- Do it.

We live to fight another day.

Oh no.

_

_

_

_

Go.

Run!

_

Kíli!

Thorin!

Thorin, no.

_

No.

Kíli!

_

_

Kíli!

Kíli!

- Tauriel!
- Kíli.

No!

No.

Tauriel!

The eagles are coming.

Hey, Bilbo.

No, don't look. Don't move.
Lie still.

Ow.

I'm glad you're here.
- Shh, shh, shh, shh.

I wish to part from you in friendship.
- No,

you are not going
anywhere, Thorin,

you're going to live.

I would take back my words
and my deeds at the gate.

You did what only a
true friend would do.

Forgive me.

I was too blind to see.

I am so sorry that I have
led you into such peril.

No, I-I'm glad to have shared
in your perils, Thorin.

Each and every one of them.

It is far more than
any Baggins deserves.

Farewell, Master Burglar.

Go back to your books
and your armchair.

Plant your trees,

watch them grow.

If more people valued home...

above gold,

this world would be
a merrier place.

No. No, no, no, no. No,

Thorin!

Thorin, don't you dare...

Thorin?

Look, Thorin. Thorin, hold on.

You hold on,

you see, the Eagles...

the Eagles, the Eagles are here.

Thorin...

the Eagles...

I... can not go back.

Where will you go?

I do not know.

Go north.

Find the Dúnedain.

There is a young ranger amongst
them, you should meet him.

His father Arathorn was a good man.
His son might grow to be a great one.

What is his name?

He is known in the wild as Strider. His
true name you must discover for yourself.

Legolas, your mother loved you,

more than anyone,
more than life.

They want to bury him.

Yes.

If this is love, I
do not want it.

Take it from me, please?

Why does it hurt so much?

Because it was real.

There is to be a great feast tonight.
Songs will be sung, tales will be told,

and Thorin Oakenshield...

will pass into legend.

I know that's how you must...

honour him, but to me,
he was never that.

He was...

to me...

he was...

Well, I think I'll slip quietly away,
will you tell the others I said goodbye?

You can tell them yourself.

If any of you are ever
passing Bag-End...

tea is at four.

There's plenty of it...

and you are welcome any time.

Uh...

don't bother knocking.

Ahh, the borders of the...

Shire.

It is here I must leave you.

That's a shame.

I quite liked having a...

wizard around. It seems
they bring good luck.

You don't really
suppose, do you,

that all your adventures and
escapes were managed by mere luck.

Magic rings should not
be used lightly, Bilbo.

Don't take me for a fool, I
know you found one... - No.

In the Goblin tunnels, and
I've kept my eye on you...

ever since.

Well, thank goodness.

Farewell, Gandalf.

Farewell.

You uhh...

you needn't worry about that ring, it
fell out of my pocket during the battle.

I lost it.

You're a very fine person,
Mr Baggins, and I'm very...

fond of you.

But you're only quite a little
fellow in a wide world after all.

Wait a minute, that my
mother's glory box.

And that's...

my dining chair?

Hey, put that poof down!

What is going on?

Hello, mister...

Bilbo. You're not
supposed to be here.

What do you mean?

On account of you being
presumed dead and all.

I am not dead,
presumed or otherwise.

I'm not sure that's permitted.
Mister Bilbo!

Anyone. Any bids on 21?
Any ones on 21?

Sold to Mrs. Bolder! ...
For sale, by auction, the

effects and estate of... the Late Mr.
Bilbo Baggins...

Somewhere for Fatty
to put his feet on.

So do I have any bids...

for this. This is Shire-made.

None of your Dwarvish reproductions
here, honestly. - Stop!

Stop, there's been a mistake.

Who are you?
- What do you mean "who am I"?

You know perfectly
well who I am,

Lobelia Sackville Baggins.

This is my home...

and those are my spoons,
thank you very much.

This is most irregular.
It's been more...

than 13 months since
the disappearance.

If you are in fact...

Bilbo Baggins and undeceased?

Can you prove it?

What?

Well... uh, something
official...

with your name on it would suffice.
- All right.

Right!

A contract of employment as a

a but... Never mind that one.

There, my signature.
- Yes, well... uh...

o, it certainly seems to be in order.
Yes, it seems there can be no doubt.

Who is this person you
pledged your service to?

Thorin Oakenshield?

He...

he was my friend.

No, thank you!

We don't want any more visitors,
well-wishers, or distant relations!

And what about...

very old friends?

- Gandalf?
- Bilbo Baggins!

My dear Gandalf!
- It's good to see you.

One hundred and eleven years old.
Who would believe it?

Come on, come in.

Welcome, welcome.

♪ Hope it helped... bozxphd ♪