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My dear Frodo,

You asked me once if I had told you everything
there was to know about my adventures.

And while I can honestly say
I have told you the truth,

I may not have told you all of it.

I am old now, Frodo.

I'm not the same hobbit I once was.

I think it is time for you to know
what really happened.

In a hole in the ground,
there lived a hobbit.

Not a nasty, dirty, wet hole,
full of worms and oozy smells.

This was a hobbit hole, and that means

Good food, a warm hearth, and
all the comforts of home.

Good morning.

What do you mean?

Do you mean to wish me a good morning, or do you mean
that it is a good morning whether I want it or not?

Or perhaps you mean to say that you feel
good on this particular morning?

Or are you simply stating that
this is a morning to be good on?

All of them at once, I suppose.

Hmmmm.

Can I help you?

That remains to be seen.

I am looking for someone
to share in an adventure.

An adventure?

No, I don't imagine anyone west of Bree
would have much interest in adventures

Nasty, disturbing, uncomfortable things.

Make you late for dinner.

Hmm.

Hmmmm.

Ahem. Good morning.

To think that I should have lived to be
"good morning'd" by Beladona Took's son,

As if I were selling buttons at the door!

Beg your pardon?

You've changed, and not entirely
for the better, Bilbo Baggins.

I'm sorry, do I know you?

Well you know my name, although you
don't remember I belong to it.

I'm Gandalf!

And Gandalf means...

me.

Not Gandalf, the wandering wizard
who made such excellent fireworks?

The Old Took used to have
them on Midsummer's Eve!

Yes.

I had no idea you were still in business.

And where else should I be?

Well...

Well I am pleased to find you
remember something about me,

even if it is only my fireworks.

Well that's decided.

It will be very good for you,
and most amusing for me.

I shall inform the others.

Inform the who? What?
No. No! No, wait.

We do not want any adventures here.
Thank you.

Not today. No.

I suggest you try over the hill,
or across the water.

Good morning.

[Ring]

Dwalin. At your service.

Umm, Bilbo Baggins at yours.

Do we know each other?

No.

Which way, laddy?

Is it down here?

Is... is what down where?

Supper.

He said there'd be food,

and lots of it.

He? He said?

Who said?

Very good, this. Any more?

What?

Oh! Yes, yes.

Help yourself.

It's just that, ummm... I
wasn't expecting company.

[Ring]

That'll be the door.

Balin. At your service.

Good evening.

Yes, yes it is.

Although, I think it might rain later.

Am I late?

Late for what?

Oh! Haha!

Evening, brother.

By my beard!

You are shorter and wider than last we met.

Wider, not shorter.

Sharp enough for both of us.

Excuse me. Sorry. I hate to interrupt.

Uhh, the thing is, I'm not entirely
sure you're in the right house.

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 supposed
to be cheese. It's 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...

but I had to speak my mind. I am sorry.

Ahem.

Apology accepted.

Well.

O, now fill it up, brother.
Don't stint.

[Ring]

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.

Well that's a relief.

Careful with these. I
just had them sharpened.

It's nice, this place.

Did you do it yourself?

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.

Let's shove this in the hallway.
Otherwise we'll never get everyone in.

Everyone!? How many more are there?

Oh, no.

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 clodhead's idea of a joke,

I can only say, it is in very poor taste!

Gandalf.

Those are my plates! Excuse me!
Not my wine.

Put that back.

Put that back!

Not the jam, please.

Excuse me. Excuse me.

A tad excessive, isn't it?
Have you got a cheese knife?

Cheese knife? He eats it by the block.

No, no that's Grandpa Mungo's chair.

So is that. Take it back, please.
Take it back, it's an antique!

Not for sitting on.

Excuse me,

Mr. Gandalf?

May I tempt you with a cup of chamomile?

Oh, no thank you, Dori.
A little red wine for me, I think.

Fili, Kili.

Oin, Gloin.

Dwalin, Balin.

Bifur, Bofur, Bombur,
Dori, Nori.

Ori.

Yes, you are 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.

Mr. Gandalf, a little glass
of red wine as requested.

It's got a fruity bouquet.

Ahhh, cheers.

Bombur, catch!

Who wants an ale?

There you go.

Have another drink! Here you go.

Ale on the count of three.

One. Two.

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.

Oh, 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!

The state of my kitchen!

There's mud trod into the carpet.
They've pillaged the pantry.

I'm not even going to tell you what they've done in
the bathroom. They've all but 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.

Excuse me! That's my mother's Westfarthing
pottery. It's over 100 years old!

And can you not do that?
You'll blunt them.

Oh, do you hear that, lads?

He says we'll blunt the knives.

Blunt the knives and 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 and trail the fat!

Leave the bones on the bedroom mat!

Pour the milk on the pantry floor!

Splash the wine on every door!

Dump the crocks in a boiling bowl!

Pound them up with a thumping pole!

And when you've finished,
if they are whole,

Send them down the hall to roll!

That's what Bilbo Baggins hates!

[Banging on the door]

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 Oakensheild.

So...

this is the hobbit.

Tell me, Mr. Baggins, have
you done much fighting?

Pardon me?

Axe or sword?
What's your weapon of choice?

Well, I 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.

And what do 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."

What beast?

Well 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, extremely fond of precious metals

Yes, 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!

Sit down.

The task would be difficult
enough with an army behind us,

but we number just 13,

and not 13 of the best... nor brightest.

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 in his time!

O well, no. I wouldn't say...

How many then? How many
dragons have you killed?

Go on. Give us a number!

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 sixty 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 you 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!

Me? No, no, no.
I'm not a burglar.

I've never stolen a thing in my life.

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.

Enough! If I say Bilbo Baggins is
a burglar, then a burglar he is.

Hobbits are remarkably 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 a lot 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.
Give him the contract!

No, please!

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.

Terms: Cash on delivery, up to but not
exceeding 1/14 of total profit, if any.

Seems fair.

Present company shall not be liable for injuries
inflicted by or sustained as a consequence thereof,

including, but not limited to:
lacerations...

evisceration...

Incineration?

Aye! He'll melt the flesh off your
bones in the blink of an eye.

You alright, laddy?

Huh? Yeah. I feel...

I feel a bit faint.

Think furnace with wings.

Air. I need air.

Flash of light, searing pain, then poof!
You're nothin' more than a pile of ash.

Hmmm.

Nope.

Oh, very helpful, Bofur.

I'll be alright. 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.

He'd stay out late, come home after dark,

trailing mud and twigs and fireflies.

A young hobbit who would've 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

Well he could!

At the Battle of Greenfields,
he charged the Goblin ranks.

He swung his club so hard, it knocked
the Goblin King's head clean off,

and it sailed a hundred 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.

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 the 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, laddy.

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.

Hello?

Yes. Yes!

You! Mr. Bilbo, where are you off to?

Can't stop! I'm already late.

Late for what?

I'm going on an adventure!

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! Wait!

I signed it.

Everything appears to be in order.

Welcome, Master Baggins, to the
company of Thorin Oakenshield.

Give him a pony.

No, no, no. That won't be necessary.
Thank you.

I'm sure I can keep up on foot.

I've done my fair share
of walking holidays.

I even got as far as Frogmorton once.

Come on, Nori. Pay up!

What's that about?

Oh, they took wagers on whether
or not you would turn up.

Most of them bet that you wouldn't.

And what did you think?

My dear fellow, I never
doubted you for a second.

Oh, it's horse hair. Having a reaction.

Wait, wait. Stop!

Stop! We have to turn around!

What on earth is the matter?

I forgot my handkerchief.

Here!

Use this.

Move on.

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.

We'll camp here for the night.

Fili, Kili. Care for the ponies.

Make sure you stay with them.

A farmer and his family used to live here.

Oin, Gloin.

Aye?

Get a fire going.

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.

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 alright? 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 have plenty.

What's the matter?

We're supposed to be looking
out for the ponies.

Only we've encountered a slight problem.

We had 16.

Now there's 14.

Daisy and Bungo are missing.

Well that's not good.

And that is not good at all!

Shouldn't we tell Thorin?

Uhh, no. Let's not worry him.

As our official burglar, we thought
you might like to look into it.

Well, uh, something big
uprooted these trees.

That was our thinking.

Something very big, and
possibly quite dangerous.

Hey! There's a light.

Over here.

Stay down!

What is it?

Trolls.

He's got Myrtle and Mindy!

I think they're going to eat them.
We have to do something!

Yes, you should.

Mountain trolls are slow and stupid,

and you're so small, they'll never see you.

It's perfectly safe! We'll
be right 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 barn...

Are you sure this is a good idea?

Mutton yesterday. Mutton today.

And blimey, if it don't look
like mutton again tomorrow.

Quit your griping.

These ain't sheep.

These is fresh nags!

I don't like horse. I never have.

Not enough fat on them.

Well it's better than a
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.

Ahh, there's more where that came from.

Oh no you don't!

Sit down!

I hope you're gonna gut these nags.

I don't like the stinky parts.

I said sit down!

I'm starving. Are we having
horse tonight or what?

Shut your cake hole.

You'll eat what I give ya.

How come he's the cook?
Everything tastes the same.

Everything tastes like chicken.

Except the chicken.

Wrap your laughing gear around that, mate.

Good, isn't it?

Blimey!

Bert! Look what's come out of me hooter!

It's got arms and legs and everything!

What is it?

I don't know, but I don't like
the way it wriggles around.

What are you then? An oversized squirrel?

I'm a burglar. Uhh, hobbit!

A burglarhobbit?

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!

It's too quick.

Come here, you little...

Gotcha!

Are there any more of you little
fellas hiding where you shouldn’t?

Drop him!

You what?

I said,

Drop him.

Bilbo!

Lay down your arms,

or we'll rip his off!

That's hot, that's hot!

Don't bother cooking 'em.

Let's just sit on 'em, and squash
them into jelly. (Put me down!)

They should be salty and grilled,
with a sprinkle of sage. (Untie me!)

Oh, that does sound quite nice.
(Is this really necessary?)

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, uh, 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! And let the…uh,
flurgerburbur-hobbit talk.

The secret to cooking dwarf is um...

Yes? Come on!

It's uh...

Tell us the secret!

Yes, I'm telling you! The secret is...

to skin them first.

Tom, get me filleting knife.

What!? Forget 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.

Scoff 'em I say, boots and all!

He's right.

There's nothing wrong
with a bit of raw dwarf.

Nice and crunchy.

Not, not that one!
He's infected!

You what?

Yeah, he's got worms in his...

tubes!

In fact, they all have.

They're infested with parasites. It's a
terrible business. I wouldn't risk it.

I really wouldn't.

What would you have us do then?

Let 'em all go?

Well.

You think I don't know what you're up to?

This little ferret is taking us for fools.

Ferret?

Fools?

The dawn will take you all!

Who's that?

No idea.

Can we eat him too?

Haha!

Get your foot out of my back.

Where did you go to, if I may ask?

To look ahead.

What brought you back?

Looking behind.

Nasty business.

Still, they are all in one piece.

No thanks to your burglar.

He had the nerves 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?

Oh, 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, 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.

We're making a long-term deposit.

Bilbo.

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.

And if you do, remember this:

True courage is about knowing not when
to take a life, but when to spare one.

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 is 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.

Ahh, 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.

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.

Oh, well. In that case, lead on.

Try it. Just a mouthful.

I don't like green food.

Where's the meat?

Have they got any chips?

Kind of you to invite us.

I'm not really dressed for dinner.

Well you never are.

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 Foe-hammer,

sword of the King of Gondolin.

These swords were made for the
Goblin wars of the First…

I wouldn’t bother, laddy.

Swords are named for the
great deeds they do in war.

What are you saying? My
sword hasn’t seen battles?

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.

And what were you doing
on the Great East Road?

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 here 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?

Cirth ithil.

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 the 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 mid-summer'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 at
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.

Dori, here!

Bombur!

Of course I was going to tell you.

I was waiting for this very chance.

And really, I – I think you can
trust that I know what I am doing.

Do you?

That dragon has slept for sixty years.

What will happen if your plan should fail?

If you wake that beast?

But if we succeed!

If the dwarves take back the mountain,

then 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 are determined to
reclaim their homeland.

I do not believe Thorin Oakenshield
feels that he's answerable to anyone.

Not with your companions?

Ah, I shan’t be missed.

The truth is most of them don’t
think I should be on this journey.

Indeed?

I’ve heard that hobbits are very resilient.

Really?

Mmm.

I’ve also heard they’re fond
of the comforts of home.

And I’ve heard that it’s unwise
to seek the counsel of elves,

for they will answer both yes and no.

You are very welcome to stay
here, if that is your wish.

Be on your guard. We are about to
step over the edge of the wild.

Balin, you know these paths.

Lead on.

Master Baggins.

I suggest you keep up.

Hold on.

Get him!

Grab my hand!

Bilbo!

I thought we 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 mountains
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.
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.

I'm sorry. I didn't...

No, you're right.

We don't belong anywhere.

I wish you all the luck in the world.

I really do.

What's that?

Wake up.

Wake up!

Look out!

Alright, alright!

Get off. Get your hands 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.

What are you doing in these parts?

Speak!

Very well. If they will not talk,

we'll make them squawk!

Bring up the mangler!

Bring up the bone breaker.

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 the head.

Nothing attached.

Perhaps you know of whom I speak?

An old enemy of yours.

A pale orc astride a white warg.

Azog the Defiler was destroyed.

He was slain in battle long ago.

So you think his defiling
days are done, do you?

Send word to the pale orc.

Tell him I have found his prize.

Too many boneses precious.
Not enough flesh!

Shut up! Cut it's 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, they have no
breath, it's good to eat!

Bless us and splash us, precious!
That's a meaty mouthful.

Gollum. Gollum!

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. Ke-Keep your distance!

I'll use this, if I have to!

I don't want any trouble! 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.

Oh, 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!

Well yes, we was, precious. We was.

Look, I don't know what your game is...

Games!?

Oh, we love games, doesn't we, precious?

Does it like games? Does it?
Does it?

Does it like to play?

Maybe?

What has roots as nobody sees,
is taller than trees,

up-up-up it goes,
and yet, never grows?

The mountain.

Yes, yes.

Oh let's have another one, eh?

Yes. Go on. Do it again.
Do, do it again, ask us!

No, no more riddles!

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, 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!

If Baggins loses, we eats it whole.

Fair enough.

Well, Baggins first.

Thirty white horses on a red hill.

First they champ. Then they stamp.
Then they stand still.

Teeth?

Teeth!

Yes, my precious,

but we...

we only have nine.

Our turn.

Voiceless, it cries.

Wingless, flutters.

Toothless, bites.

Mouthless, mutters.

Just a minute.

Oh, oh! We knows! We knows!

Shut up!

Wind.

It's wind.

Of course it is.

Very clever, hobbitses. Very clever!

A box without hinges, key, or lid,

yet golden treasure inside is hid.

Box... lid... and a key.

Well?

It's nasty!

Box... key.

Do you give up?

Give us a chance, precious.
Give us a chance!

Eggses!

Eggses!

Wet, crunchy little eggses. Yes.

Grandmother taught us to suck them, yes!

We have one for you.

All things it devours.

Birds, beasts, trees, flowers.

Gnaws at iron, bites at steel,
grinds hard stones to meal.

Answer us.

Give me a moment, please.

I gave you a good long while.
Give me a moment, please.

I gave you a good long while.

Birds, beasts. Beasts?

Trees, flowers.

I don't know this one.

Is it tasty?

Is it scrumptious?

Is it crunchable?

Let me think! 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, alright.

What have I got in my pocket?

Well that's not fair.

It's not fair!

It's against the rules!

No, ask us another one!

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, then.

Guess away.

Handses!

Wrong. Guess again.

Fishbones, goblin's teeth,
wet shells, bat's wings...

Knife!

Oh, shut up!

Wrong again. Last guess.

String!

Or nothing!

Two guesses at once. Wrong both times.

Come on, 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?

Lost?

Lost?

Where is it?

Where is it?!

No!

Where is it?

No! 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!

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 Foe-Hammer!

The Beater! Bright as daylight!

Thorin!

Follow me.

Quick!

Run!

Give it to us!

It's ours.

It's ours!

Thief!

Baggins!

Quickly!

Faster!

Wait!

Gollum. Gollum.

Baggins!

Thief!

Curse it and crush it.

We hates it forever!

Five, six, seven, eight...

Bifur, Bofur... that’s ten...

Fili, Kili... that’s twelve...

and Bombur. That makes thirteen.

Where’s Bilbo?

Where is our hobbit?

Where is our hobbit?!

Curse the halfling! Now he’s lost?!

I thought he was with Dori!

Don’t blame me!

Well, 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’s 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’ve 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.

Well, what does it matter?

He’s back!

It matters! I want to know.

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, 'cause...

you don’t have one.

A home.

It was taken from you.

But I will help you take it back if I can.

Out of the frying pan...

and into the fire!

Run. Run!

Up into the trees. All of you!

Come on, climb!

Bilbo, climb!

They’re coming!

Azog?!

Fili!

Aahhh! No!

Oh! Oh no!

Mister Gandalf!

Hold on, Ori!

There is a house, not far from
here, where we might take refuge.

His name is Beorn.

He is a skin-changer.

Sometimes he’s a huge black bear,
sometimes he’s a great strong man.

The bear is unpredictable,

but the man can be reasoned with.

However, he is not overfond of dwarves.

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.

There is an alliance between the orcs of
Moria and the Necromancer in Dol Guldur.

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?

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 two hundred miles north,

or twice that distance south.

There is an alliance between the orcs of
Moria and the Necromancer in Dol Guldur.

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?

What did you find?

My courage.

Good. Well, that’s good.

You’ll need it.

I’ll be waiting for you at the overlook,

before the slopes of Erebor.

Keep the map and key safe.

Do not enter that mountain without me.

This is not the Greenwood of old.

The very air of the forest
is heavy with illusion.

It will seek to enter your
mind and lead you astray.

Lead us astray?

What does that mean?

You must stay on the path.

Do not leave it.

If you do, you will 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!

This is our one chance
to find the hidden door.

The path turns this way.

This way.

Air. I need air.

My head, it’s spinning.

What’s happening?

Keep moving.

Nori, why have we stopped?

The path... it’s disappeared!

What’s going on?

We’ve lost the path!

Find it. All of you, look.
Look for the path!

I don’t remember this place before.

None of it’s familiar.

It’s got to be here.

What hour is it?

I do not know.

I don’t even know what day it is.

Is there no end to this accursed place?

Look.

A tobacco pouch.

There’s dwarves in these woods.

Dwarves from the Blue Mountains, no less.

This is exactly the same as mine.

Because it is yours. You understand?

We’re going round in circles.
We are lost.

We’re not lost. We keep heading east.

But which way is east? We’ve lost the sun.

The sun. We have to find the sun.

I can see a lake!

And a river.

And the Lonely Mountain.

We’re almost there!

Can you hear me?

I know which way to go!

Hello?

Hello?

Oh, come on.

Kill them.

Eat them now.

The blood is running.

Their hide is tough.

There is good juice inside.

Stick it again! Stick it again!

Finish it off!

Ahh! The meat’s alive and kicking!

Kill them, kill them now.

Let us feast.

What is it? What is it?

Kill, kill it!

Feast! Feast!

Fat and juicy.

Just a little taste.

Curses! Where is it?

Where is it?!

Here.

It stings! Stings!

Sting.

That’s a good name.

Sting.

Where's Bilbo?

I'm up here!

Where is it? Come on.

Where is it?

No! No! No!

Thorin!

Get it!

Come on!

Kili!

Mine!

Come on. Keep up!

Kili!

Do not think I won’t kill you, dwarf.

Search them.

Hey! Give it back!

That's private!

Who is this?

Your brother?

That is my wife!

And what is this horrid creature?

The goblin mutant.

That's my wee lad, Gimli.

Thorin, where's Bilbo?

This is not the end of it! You hear me?

Let us out of here!

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 lack all honor!

I’ve seen how you treat your friends.

We came to you once,

starving, homeless, seeking your help,

but you turned your back.

You turned away from the
suffering of my people

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 am patient. I can wait.

Did he offer you a deal?

He did.

I told him he could go...

Him and all his kin!

Well... that’s that, then.

A deal was our only hope.

Not our only hope.

We're running out of drink.

These empty barrels should have been
sent back to Esgarrouth 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?

I’ll wager the sun is on the rise.

It must be nearly dawn.

We’re never going to reach
the mountain, are we?

Not stuck in here, you’re not!

Bilbo!

What?

Shhhh! There are guards nearby.

The stairs. You first.

Ori! Not that way!

Down here. Follow me.

This way.

I don’t believe it; we’re in the cellars!

You're supposed to be leading us out,

not further in!

I know what I'm doing.

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!

What do we do now?

Hold your breath.

Hold me breath?

What do you mean?

Where is the keeper of the keys?

Well done, Master Baggins.

Go. Come on, let's go.

Hold on!

Help!

Thorin!

No!

Watch out!

Those are orcs!

Kili!

Kili!

Anything behind us?

Not that I can see.

I think we’ve outrun the orcs.

Not for long; we’ve lost the current.

Bombur is half drowned.

Make for the shore!

Come on, let’s go!

Come on!

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 have no weapons to defend ourselves.

Bind his leg, quickly.

You have two minutes.

Do it again, and you’re dead.

Excuse me, but, uh, you’re from Laketown,

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.

And, 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...

Oh, 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 will pay, double.

Watch out!

What are you trying to do... drown us?

I was born and bred on
these waters Master Dwarf.

If I wanted to drown you,
I would not do it here.

Oh, I've had enough of this lippy Lakeman.

I say we throw him over the
side, and be done with it.

Oh, Bard, his name's Bard.

How do you know?

Uh, I asked him.

I don't care what he calls
himself, I don't like him.

We do not have to like him,
we simply have to pay him.

Come on now, lads.

Turn out your pockets.

How do we know he won't betray us?

We don't.

There's, just a wee problem...

we're ten coins short.

Gloin. Come on.

Give us what you have.

Don't look to me.

I 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.

The money, quick, give it to me.

We will pay you when we get our
provisions, but not before.

If you value your freedom,
you'll do as I say.

There are guards ahead.

What's he doing?

He's talking to someone.

He's, pointing right at us.

Now they're shaking hands.

What?

The villain. He's selling us out.

Quiet!

We're approaching the tollgate.

All this talk of civil unrest. Some
ones been stirring the pot, sire.

Gout playing up, sire?

It's the damp. It's the only possible
explanation. Get me a brandy.

The mood of the people, sire.
It's turning ugly.

They're commoners Alfrid,
they've always been ugly.

It's not my fault they live in a place
that stinks of fish oil and tar.

Jobs, shelter, food. That's
all they ever bleat about.

It's my belief, sire...

They're being led on by troublemakers.

Then we must find these
troublemakers, and arrest them.

My thoughts exactly, sire.

And all this talk of change,
must be suppressed.

Shirkers. Ingrates. Rabble-rousers.

Who would have the nerve
to question my authority.

Who would dare.

Who...?

Bard.

You mark my words. That, trouble
making bargeman is behind all this.

Get your hands off me.

You didn't see them, they were never here.

The fish you can have for nothing.

They may not be the best fit...

But they'll keep you warm.

A Dwarvish windlance.

You look like you've seen a ghost.

He has.

The last time we saw such a weapon...

a city was on fire.

It was the day the dragon came.

The day that Smaug destroyed Dale.

Girion, the lord of the city...

rallied his bowmen, to fire upon the beast.

But a dragon's hide is tough.

Tougher than the strongest armor.

Only a black arrow, fired
from a windlance...

could have pierced the dragon's hide.

And few of those arrows, were ever made.

The store, was running low...

when Girion made his last stand.

Had the aim of men...

been true that day...

much would have been different.

You speak as if you were there.

All dwarves know the tale.

The you would know that
Girion hit the dragon.

He loosened a scale under the left wing.

One more shot, and he would
have killed the beast.

That's a fairy story lad.

Nothing more.

You took our money...

where are the weapons?

As soon as we have the weapons, we
make straight for the mountain.

Go, go, go.

Next.

You all right?

I can manage.

Let's just get out of here.

Run!

What is the meaning of this?

We caught them stealing weapons, sire.

Enemies of the state, eh?

A desperate bunch of mercenaries,
if ever there was sire.

Hold your tongue...

You do not know, to whom you speak.

This is no common criminal...

this is Thorin...

son of Thrain...

son of Thror.

We are the dwarves of Erebor...

We have come, to reclaim our homeland.

I remember this town in
the great days of old.

Fleets of boats, lay at harbor...

filled with silks, and fine gems.

This was no forsaken town on a lake...

this, was the center of
all trade in the north.

I would see those days return.

I would relight the great
forges of the dwarves...

Send wealth and riches flowing once
more, from the halls of Erebor.

Death...

that is what you will bring upon us.

Dragon fire, and ruin.

If you awaken that beast...

it will destroy us all.

If we succeed...

all will share, in the
wealth of the mountain.

You will have enough gold, to
rebuild Esgaroth 10 times over!

All of you...

listen to me.

You must listen.

Have you forgotten what happened to Dale?

Have you forgotten those
who died in the firestorm.

And for what purpose?

The blind ambition of a mountain king...

So riven by greed, he could not
see beyond his own desire!

Now, now, we must not, any of
us, be too quick to lay blame.

Let us not forget...

that it was Girion, lord
of Dale, your anscestor...

who failed to kill the beast.

You have no right.

No right to enter that mountain.

I have the only right.

I speak to the master
of the men of the lake.

Will you see the prophecy fulfilled?

Will you share, in the great
wealth of our people?

What say you?

I say, unto you...

Welcome!

Welcome! And thrice, welcome,
king under the mountain.

What is this place?

It was once the city of Dale.

Now it is a ruin.

The desolation, of Smaug.

The sun will soon reach midday.

We must find the hidden door into
the mountain before it sets.

This way.

Wait, is this the overlook?

Gandalf said to meet him here,
on no account were we...

Do you see him?

We have no time to wait upon the wizard.

We're on our own, come.

If the map is true...

the hidden door lies directly above us.

Up here!

You have keen eyes, Master Baggins.

This must be it.

The hidden door.

Let all those who doubted us...

rue this day.

Right then, we have a key.

Which means that somewhere,
there is a keyhole.

The last light...

Of Durin's Day.

Will shine upon the keyhole.

Nori.

Break it down!

Come on!

It's no good. The door's sealed.

It can't be open by force.

There's a powerful magic on it.

No!

The last light of Durin's day...

will shine upon the keyhole.

What did we miss?

Erebor

Thorin

I know these walls.

These halls.

This stone.

You remember it Balin.

Chambers filled with golden light.

I remember.

Herein lies the seventh
kingdom of Durin's Folk.

May the heart of the mountain unite
all dwarves in, defense of this home.

The throne of the king.

And what’s that above it?

The Arkenstone.

Arkenstone...

and what's that?

That, master burglar...

is why you are here.

You want me, to find a jewel?

A large, white jewel. Yes.

That’s it? Only, I imagine
there’s quite a few down there.

There is only one, Arkenstone.

You’ll know it when you see it.

Alright

I truth lad, I do not know,
what you'll find down there.

You needn’t go if you don’t want to,
there’s no dishonor in turning back.

No, Balin...

I promised I would do this...

and I think I must try.

It never ceases to amaze me.

What's that?

The courage of hobbits.

Go now with as much luck as you can muster.

Oh, and Bilbo...

if there is, in fact, a
live dragon down there...

don't waken it.

Hello

You’re not at home. Not at home.
Good, good, good, good.

What's that?

Arkenstone, arkenstone...

a large, white jewel. Very helpful.

Well!

Thief

I smell you...

I hear your breath...

I feel your air.

Where are you?

Where are you?

Come now...

don't be shy...

step into the light.

There is, something about you...

something you carry.

Something made of gold...

but far more PRECIOUS!

There you are, thief in the shadows.

I did not come to steal from you,
O Smaug the Unassessably Wealthy.

I merely wanted to gaze
upon your magnificence...

to see if you really were as
great as the old tales say.

I did not believe them.

And, do you now?

Truly, the tales and songs
fall utterly short...

of your enormity, O Smaug the Stupendous.

Do you think flattery will keep you alive?

No, no.

No, indeed.

You seem familiar with my name....

but I don't remember
smelling your kind before.

Who are you, and where do you come from...

may I ask?

I- I come from under the hill.

Underhill?

And under hills and over
hills my path has led.

And, and, through the air.
I am he who walks unseen.

Impressive. What else do you claim to be?

I am...

luck-wearer. Riddle-maker.

Lovely titles; go on.

Barrel Rider.

Barrels...

Now that is interesting.

And what about your little dwarf friends?

Where are they hiding?

Dw-Dwarves?

No, no, no dwarves here.

You’ve got that all wrong.

Oh, I don't think so.

Barrel Rider!

They sent you in here to do their dirty
work while they skulk about outside.

Truly, you are mistaken, O Smaug,
Chiefest and Greatest of calamities.

You have nice manners...
for a thief and a liar!

I know the smell and taste of dwarf.
No one better.

It is the gold! They are drawn to
treasure like flies to dead flesh.

Did you think I did not
know this day would come...

when a pack of canting dwarves...

would come crawling back to the mountain?!

Was that an earthquake?

That, my lad... was a dragon.

It’s Oakenshield. That
filthy dwarvish usurper!

He sent you in here for the
Arkenstone, didn’t he?

No, no, no.

What did he promise you?
A share of the treasure?

As if it was his to give.

I will not part with a single coin.
Not one piece of it.

My teeth are swords...

my claws, are spears.

My wings, are a hurricane!

So it is true. The black
arrow found its mark.

What did you say?

I was just saying your
reputation precedes you...

O Smaug the tyrannical.

Truly, you have no equal on this earth.

I am almost tempted to let you take it...

if only to see Oakenshield suffer...

watch it destroy him...

watch it corrupt his
heart and drive him mad.

But I think not.

I think our little game ends here.

So tell me, thief...

how do you choose to die?

It’s coming from the mountain.

Are we going to die, Da?

No, darling.

The dragon, it’s going to kill us.

Not if I kill it first.

What about Bilbo?

Give him more time.

Time to do what? To be killed.

You're afraid.

Yes, I’m afraid. I fear for YOU.

A sickness lies upon that treasure hoard...

a sickness that drove your grandfather mad.

I am not my grandfather.

You're not yourself.

The Thorin I know would not
hesitate to go in there-

I will not risk this quest
for the life of one burglar.

Bilbo. His name is Bilbo.

Alright

A black arrow...

why did you never tell me?

Because you did not need to know.

Listen to me carefully...

I need you to distract the guards.

Once I’m at the top of the tower,
I’ll set the arrow to the bow.

There he is! Bard! After him!

Quickly! Down there!

Go!

Stop him.

Bain!

Bain. Keep it safe.

Don’t let anyone find it.
I’ll deal with them.

Go!

Braga

You are under arrest.

On what charge?

Any charge the Master chooses.

You're alive.

Not for much longer.

Did you find the Arkenstone?

The dragon’s coming!

The Arkenstone!

Did you find it?

No. We have to get out.

Thorin

Thorin!

You will burn!

It's this way.

Come on!

Thorin!

Follow Balin.

Thorin!

Come on!

Thorin!

GO!

You think you could
deceive me, Barrel-rider?

You have come from Laketown.

It's-it's some sort of scheme hatched
between these filthy dwarves...

and those miserable cup-trading Lakemen.

Those sniveling cowards...

with their longbows and black arrows!

Perhaps it is time I paid them a visit.

Oh no.

Listen to me!

You don’t know what is coming!

I am fire...

I am...

DEATH!

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 brought the apocalypse upon our heads!

Come on!

Quickly, Quickly!

Faster now! I’m trying
to evacuate myself here!

Careful, men. Never mind the books!

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

The town is lost! Save the gold!

Open this door!

Do you hear me!

Come on! Come on! Faster! FASTER!

If only we could take more of these poor
people with us, but they are hardly-

-worth it. I quite agree.

My gold, my GOLD!

We’re carrying too much weight.

We need to dump something!

You’re quite right, Alfrid.

Faster! Faster!

Poor souls.

Da!

DA!

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!

DAD!

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! Go!
Make for the open water!

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!

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!

DA!

It was Bard! He killed the dragon!

I saw it with my own eyes.

He brought the beast down.

He shot him dead, with a black arrow.

ALL HAIL - TO THE DRAGONSLAYER!

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.

Those who can stand, tend to the wounded.

And those who have
strength left - follow me.

We must salvage what we can.

What then? What do we do then?

We find shelter.

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 is 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?!

If anyone should find it and withhold
it from me, I will be avenged.

Dragon-sickness - I’ve seen it before.

That look. That terrible need.

It is a fierce and jealous love, Bilbo.

It sent his grandfather mad.

Balin, if-if Thorin...
had the Arkenstone...

if it was found - Would it help?

That stone crowns all.

It is the summit of this great wealth...

bestowing power upon he who bears it.

Will it stay his madness?

No, lad; I fear it would make it worse.

Perhaps it is best that 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 gonna plant it in
my garden, in Bag End.

That’s a poor price to
take back to the Shire.

One day it’ll grow.

And everytime 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, survivors... from Laketown.

They are streaming into Dale.

There’s hundreds of them.

Call everyone to the gate.

TO THE GATE! NOW!

I want this fortress made safe by sunup.

This mountain was hard won - I
will not see it taken again.

The people of Laketown 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 have lived through
dragonfire should rejoice.

They have much to be grateful for.

More stone! BRING MORE STONE TO THE GATE!

The children, the wounded
and the women come first.

Here you are.

My Lord Thranduil, we did not look...

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

Here you go.

Pass it back.

Another one.

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 would 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 a claim
upon the riches in that Mountain.

Let me...

speak with Thorin.

You would try to reason with the Dwarf?

To avoid war?

Yes.

Not a bad night's work.

Come on.

Hail, Thorin, son of Thrain.

We are glad to find you alive beyond hope.

Why do you come to the 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 hold?

Perhaps it is because
I am 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 am listening.

On behalf of the people of Lake-town...

I ask that you honor 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.

My people offered you help.

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

When did 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 honor such terms?

Because you gave us your word.

Does that mean nothing?

Be gone!

Ere our arrows...

fly!

What are you doing?

You cannot go to war.

- This does not concern you.
- Excuse me...

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

Not to mention several hundred
angry fishermen.

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.

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?

Aye.

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.

- Unh!
- Let me through!

Make way!

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?

You know nothing...

of Wizards.

They are like winter thunder
on a wild wind...

rolling in from a distance,
breaking hard in alarm.

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
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,
its strategic position.

These Orc armies you speak of,
Mithrandir...

where are they?

Come on, let's get those blades sharpened.

Aye. Blasted Elves.

- You swing an ax at it?
- No, brother.

You should be inside.

Out of the wind.

No, I...

needed some air.
Place still stinks of dragon.

The Elves have been moving...

- their archers into position.
- Ah.

The battle will be over...

by tomorrow's eve.

Though I doubt we will live
to see it.

No, these are dark days.

Dark days indeed.

Hmm.

No one could blame a soul
for wishing themselves elsewhere.

Must be nearing midnight.

Bombur's got the next watch.

It'll take a bit to wake him.

Bofur?

I will see you in the morning.

Goodbye, Bilbo.

Bowman!

Do you agree?

Is gold so important to you?

Would you buy it
with the blood of Dwarves?

It won't 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.

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.

Yes.

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.

They're suspicious and secretive...

with the worst manners...

imaginable,
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.

Now, Thorin...

values this stone above all else.

In exchange for its return,
he will give you...

what you are 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'm not leaving.

You picked me as the 14th man.
I'm not leaving the Company.

There is no Company. Not anymore.

Imagine what Thorin will 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 has long brooded.

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

who come near this Mountain.

Almost all. Heh.

I will put the next one between your eyes.

We have 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...

But first he must honor his word.

The Arkenstone is in this Mountain!

It is a trick!

It's no trick.

The stone is real.

I gave it to them.

You?

I took it as my 14th share.

You would steal from me?

Steal from you? No.

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

I'll 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. Curse you!

No!

Cursed be the Wizard...

- that forced you on us!
- 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 Thrain?

Never again will I have dealings
with Wizards!

Go.

Or Shire rats!

Are we resolved?

The return of the Arkenstone
for what was promised?

Will you have peace...

or war?

I will have war.

Ironfoot.

[Unsure]

Who is that?

He doesn't look very happy.

It is Dain, 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 you consider...

just sodding off?

All of you!

Right now!

Stand fast.

Come now, Lord Dain.

Gandalf the Grey.

Tell this rabble...

to leave, or I'll water...

the ground with their blood!

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.

He's clearly mad. Like his cousin!

You hear that, lads? We're on!

Let's give these bastards
a good hammering!

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!
- 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!

Charge!

Yes!

Azog.

He's trying to cut us off.

Fall back to Dale!

[Unsure]

To the city!

Bilbo! This way!

You buggers!

Where's Thorin?

We need him! Where is he?

Fall back!

They are dying out there.

Dain is surrounded.

They're being slaughtered, Thorin.

Many die in war.

Life 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 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.

Fall back!

Fall 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!

Any man who wants to give their last...

follow me!

Dain!

Thorin!

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.

Come on, Bombur. Get up.

[Unclear]! Help!

Gandalf!

It's Thorin.

And Fili, Kili...

and Dwalin.

He's taking his best warriors.

To do what?

To cut the head off the snake.

Gandalf!

Legolas.

Legolas Greenleaf.

There is a second army.

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

Gundabad.

This was their plan all along.

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

The North?

Where is the North...

- exactly?
- Ravenhill.

Ravenhill?

Thorin is up there.

And Fili and Kili. They're all up there.

My lord, dispatch this force...

to Ravenhill.
The Dwarves are about...

to be overrun.

Thorin must be warned.

By all means, warn him.

I have spent enough Elvish blood
in defense 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.

Where is he?

It looks empty.

I think Azog has fled.

I don't think so.

Fili...

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.

We'll take care of them. Go!

Go!

Come on!

Hey. 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 an army attacking
from the North.

This watchtower will be surrounded.

- With 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.

Ah.

Find Fili and Kili. Call them back.

Thorin, are you sure about this?

Do it.

We'll live to fight another day.

Oh...

Go.

Run!

Thorin.

Thorin. No.

The Eagles are coming.

Bilbo.

Don't move. Don't move. Lie still.

Oh. Mm. Mm.

I'm glad you are here.

- Shh, shh.
- Unh.

I wish to part from you in friendship.

No.

You are not going anywhere.

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 it.

I am so sorry...

that I have led you into such peril.

No, 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.

Thorin. Thorin, don't you dare.

Thorin.

Thorin. Thorin, hold on.

Hold on, please.

The Eagles...

The Eagles... The Eagles are here.

Thorin?

The Ea...

The king has come unto his own.

Under mountain, under stone.

Send him now into the deep.

Unto earth, eternal sleep.

Under mountain, under stone.

Through all lands let it be known:

The king is dead.

Long live the king!

Long live the king!

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 honor him.

But to me, he was never that.

He was...

To me...

he was...

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, uh...

tea is at 4.

There's plenty of it.

You are welcome anytime.

Uh...

Don't bother knocking.

Ah, the borders of the Shire.

It is here I must leave you.

That's a shame.

I quite liked having...

a Wizard around.

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 in the Goblin tunnels.

And I've kept my eye on you...

ever since.

Well, thank goodness.

Farewell, Gandalf.

Farewell.

You, uh...

You needn't worry about that ring.
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.

Any advance on 21?

Ha, ha! Sold to Mrs. Bolger.

Somewhere for Fatty to put his feet on.

Ah... Put that pouf down!

What is going on?

Hello, Mr. 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.

Mr. Bilbo!

This is Shire-made.

None of your Dwarvish
reproductions here.

Stop!

Stop!

- There's been a mistake!
- Who are you?

What do you mean, who am-?
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.
- Excuse me.

It's been more than 13 months
since the disappearance.

If you are in fact...

Bilbo Baggins and undeceased...

can you prove it?

What?

Something official with your name...

on it would suffice.

All right. Right.

A contract of employment as a bur...

Never mind as what.

There. My signature.

Yes, well... Uh...

Well, it certainly seems to be in order.

Yes.

Seems there can be no doubt.

Who is this 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! Ha, ha!

It's good to see you.

One hundred and 11 years old.
Who would believe it?

Come on, come in!

Welcome. Welcome.