Original subtitles

[bell ringing]

[people clamoring]

I warned you.

Did I not warn you what would come of dealing with Dwarves? (chattering) Smaug is coming.

Now they've done it.

They've woken the dragon!

They've brought the apocalypse upon our heads!

Get on. Quickly!

Quickly!

Call the guards!

I'm trying to evacuate myself here.

Careful, men.

Never mind the books. Get on! Get away from me!

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

The town is lost!

Save the gold! You heard him. Get a move on. (chattering, yelling)

Da! Come on.

Pile the boat!

[Smaug roaring in distance]

We have no time! We must leave!

Get him up. Come on, bro.

Come on, come on. Let's go. I'm fine. I can walk.

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?

[hard grunting - bell ringing]

OPEN

THE DOOR!!

DO YOU HEAR ME???

[people clamoring in distance]

I can see him!

Look!

[grunting]

Down here, below!

Give me your hand. Come on, let's go.

Quickly now! Follow him!

Kili, come on!

It's around the corner! Keep on going, man!

[people clamoring]

Dragon!

[Smaug roaring]

[yelling, banging noises, grunting, yelling, screaming]

[Bard grunting]

Come on! Come on!

Faster! Faster!

[PEOPLE SCREAMING]

If only we could bring

more of these poor people with us, but they're hardly

worth it. I quite agree. Help!

Help!

[all clamoring - yelling, screaming]

Look out!

[women shriek]

Move it!

Move it!

Come on! Faster!

My gold! My gold!

We carry too much weight;

we need to dump something.

Quite right

Alfrid.

[yelling]

[grunting, choking sounds]

Faster! Faster!

[yelling, choking sounds]

(window breaking)

[screaming, yelling]

[roof/wood breaking, bell ringing]

[roaring]

Poor souls.

[searing sound, yelling, screaming, crashing sounds, grunting]

[bell ringing, sound of arrow, bell ringing]

Da!

Da!!!

He hit it!

He hit the dragon! He did! No.

He did. He hit his mark! I saw!

These arrows cannot pierce its hide.

I fear nothing will.

What are you doing?

Come back! Bain! Bain!

Bain!

Get back here!

Bain! Leave him.

We cannot go back.

Bain!

[grunts]

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! Ahh...!

Bain!

You go back.

You get out of here, now!

Dad!!

(crashing sound) Bain! Da!

[screaming, yells, grunts]

[both grunting]

Stop, stop! Go! Go!

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.

On my mark. Go!

Go!

Head to the open water!

Hmm.

Is that

your child?

You cannot

save him from the fire.

He will

burn!

Stay still, son.

Be still.

Tell me

wretch

how now do you challenge me?

You have nothing left

but your

death!

[roaring]

Bain!

Look at me!

You look at me!

A little to your left.

That's it.

[sound of Black Arrow - hitting it's mark] [roars - loud crashing noises]

Bain! Hold on!

[Smaug screaming, crashing, dying] I am Death Ahhhhh..... [falling, crashing, loud crash]

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!

[ravens cawing]

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!

[Dwarves laughing]

You are not

alone

Mithrandir.

[Elvish words]

[all clamoring, screaming, yelling]

Help me!

Where's my baby?

Please!

Will somebody help me! Hey, let me go!

Help!

[Help!]

Right here!

Da!!??

Da!!??

Da!? Da!!!

Aah! Why me?

[all grunting]

Tauriel.

Kili!

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!

I cannot.

Tauriel.

[dwarvish words]

I don't know what that means.

I think you do.

One more!

Keep it!

As a promise.

These are dry. You need them.

Thank you! Here.

Oi! Give me one of them!

I'll take my death

in this cold!

Aw, find your own!

You're not in charge now, Alfrid Lickspittle.

Well, you are wrong!

In the absence of the Master

the power cedes to his deputy,

which in this instance is my good self.

So give me that blanket!

[grunting]

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.

[grunts]

Da!! Come here!

You're alive!

[Bard laughing]

Oh! Oh! Oh! It's alright, darling.

It was Bard, he killed the dragon!

I saw it with me own eyes.

He brought the beast down!

Shot him dead

with a Black Arrow.

[cheering]

Thank you, Bard!

Good man. Thank you!

You've saved us all!

Bless you.

All hail to the dragon slayer!

Long live

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? Halfway down the Anduin!

With all our coins, not a doubt!

You know!!

You helped him empty

the treasury!! No!!

I tried to stop it.

Liar! (chattering, yelling) Cheat!

You're a mongrel!

I begged. I pleaded.

Away with him!

Tar him! I said, "Master

no!

[shouting]

Think of the children."

Hang him!

"Will nobody think of the children?"

Ow! (yelling, shouting)

To the tree with him!

[Alfrid screaming]

Hang him hard! Take him down!

Enough! Let him go! (yelling, shouting)

Enough! Let him go!

[Alfrid thuds]

Look around you!

Have you not

had your fill of death?

[Alfrid grunts and thuds]

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!

We need to leave,

we all need to leave!

We all just got here!

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

Now, what do you mean, laddie? THORIN, Thorin.

Thorin! He's been out there again.

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 on it.

Sickness?

What kind of sickness?

Fili.

Fili!

Fili!

Gold!

Gold! (Dwarvish word)

Beyond sorrow

and grief!

Behold

the great

treasure hoard of Thror!

Welcome

my sister sons

to the Kingdom

of Erebor!

Balin!

[all laughing]

Kili!

Thank Durin, you're alive!

Bombur!

You're alive!

Any sign of it? Nothing yet.

Nothing here.

Keep searching! That jewel could be anywhere.

The Arkenstone is in these halls.

Find it! You heard him.

We have to 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!"

I've got you. Let's go.

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 must smell of dragon. The women can clean up.

It will be safe and warm and dry

full of stores,

bedding, clothing

and a 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 its wealth,

for its 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 Laketown, I know who he is.

Bolg, spawn of Azog the Defiler.

A Warg pack was waiting for him on the outskirts of Esgaroth.

They fled into the North.

These Orcs were different from the others.

They bore a mark I have 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,

this is your King's command.

I ride North. Will you come with me?

To where?

To Gundabad.

[whisperings, mutterings]

[mumbling]

[growls]

[snarls]

I come for Mithrandir

and I will leave with him.

If you try to stop me

I will destroy you.

[roars]

[grunts]

Nine

for mortal men doomed to die.

I am not alone.

Are you in need of assistance, my lady?

[snarling]

You should have stayed

dead.

[all grunting]

Mithrandir,

come back.

[grunting]

[gasping]

H- He is here.

Yes,

the darkness has returned.

Go on!

Gandalf!

Gandalf!

Climb on!

He is weak,

he cannot remain here, it is draining his life.

Go!

Quickly!

Come with me, my lady.

[in deep voice] Go!

[screeching]

You have no

power here

Servant of Morgoth.

You

are nameless,

faceless,

formless.

Go back to the void

from whence you came!

[grunting]

[gasps]

[thunder rumbling]

The spirit of Sauron endured.

And has been banished.

He will flee into the East.

Gondor

should be warned

and set a watch on the walls of Mordor.

No,

look after the Lady Galadriel.

She has spent much of her power.

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 it

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.

Wait.

Take this.

If what you say is true, then you'll need it more than I.

Thank you.

A word of warning, eh?

It can be a bit sticky sometimes.

You just have to twiddle with the top.

I expect you'll manage.

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?

Know this!

If anyone should find it

and withhold it from me,

I will be avenged.

[sighing]

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,

if- if

it was found,

would it help?

That stone crowns all.

It is the summit of this great wealth,

bestowing power

upon he who uses it.

Would it stay his madness?

No, laddie.

I fear it would make it worse.

Imagine it's best

if it remains lost.

What is that?

In your hand.

It- It's nothing.

Show me.

It's

I picked it up in Beorn's garden.

You've carried it all this way?

I want to plant it in my garden,

in Bag-End.

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,

survivors from Laketown,

they're streaming into Dale.

There's hundreds of them.

Call everyone to the gate.

To the gate!

Now!

[chattering]

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!

Take

the night watch!

Up it goes!

That's it.

I want this Fortress made safe by sun-up.

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've lived through dragon fire

should rejoice!

They have much

to be grateful for.

More stones.

More stones at the gate!

That's it.

[baby crying]

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.

Here you are.

Good 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.

[chattering, murmuring]

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 would 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 gate

of the King under the Mountain armed for war?

Why does the King under the Mountain fence himself in,

like a robber in his home?

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?

[cawing]

I'm listening.

On behalf of the people of Laketown,

I ask that you honor your pledge.

A share of the treasure

so that they might rebuild their lives.

I don't 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.

Your threats don't 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.

Why did the men of Laketown 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?

Begone,

ere our arrows

fly!

[grunts]

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.

Still,

you tried. I do not understand.

Why?

Why would he risk war?

[grunting]

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 cored by my forebears.

No blade can pierce it.

I look absurd.

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

It's 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, uh

you- you made a promise to the people of Laketown.

Is this treasure

truly worth more than your honor?

Our honor, Thorin. I was also there, I gave my word.

For that, I am grateful.

That was nobly done, but the treasure

does not belong to the people

of Laketown.

This gold

is ours

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 its 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.

(forging sounds) Unh! Let me through!

Make way!

[man shouting indistinctly]

[men grunt]

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's asking?

You must set aside your petty grievances with the Dwarves.

War is coming!

The cesspits

of Dol Guldur have been

emptied.

You are 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 that 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.

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?

[rumbling]

[were-worms roaring]

[screeching]

These bats are bred for one purpose.

For what?

For war.

[shouting]

[horns blowing]

[shouting]

[all grunting and yelling]

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.

[grunts]

Since when did my counsel 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.

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,

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 its return, I believe 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- 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 anymore

and I don't like to think 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!

You there,

find this Hobbit a bed

and fill his belly with hot food.

He's 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?

I will put the next one between your eyes.

[all shouting]

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

with our goodwill

but first, he must honor his word!

They're taking us for fools!

This is a ruse!

A filthy lie!

The Arkenstone is in this Mountain!

It is a trick!

It- 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'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?! No! (shouting, yelling)

I will do it myself. I curse you!

No!

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 Thrain?

Never again will I have dealings with Wizards!

Go!!

Shire rat!

Are we resolved?

The return

of the Arkenstone for what was promised!

Why should I

buy back that which is

rightfully mine?

Keep the Stone

sell it.

Ecthelion of Gondor will give you a good price for it.

I will kill you!

By my oath, I will kill you all!

Your oath means nothing.

I've heard enough.

Thorin

lay down your arms!

Open these doors!

This treasure

will be your death.

Thorin, we cannot

win this fight.

Give us your answer!

Will you have Peace

or War?

[cawing]

I will have War.

[rumbling - army marching]

Ironfoot!! (army marching)

[shouting]

Dain!! Dain!! [all shouting]

[shouting)

Hey, Thorin!

Ironfoot has come!

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 ya consider

JUST SODDING OFF?

All of you!

Right now!

Stand fast!!

Calm now, Lord Dain!

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!

Dain!! (shouting)

wait!

[all shouting]

Let them advance.

See how far they get.

You think I give a dead dog for your threats

you pointy-eared

princess?

Hear that, lads? We're on!

Let's give these bastards a good hammering!

Come on, Sons of Durin! [shouting it in Dwarvish]

[all shouting]

Stand your men down.

I'll deal with Ironfoot and his rabble.

Right then.

Let's get this done.

Send in the goats.

[shouting in Dwarvish]

[shouting in Elvish]

Thranduil!

This is madness!

[all shouting]

[shouting in Elvish]

[shouting in Dwarvish]

[all shouting]

Hey, how do you like that, the ol' twirley-whirlies?

Ha, ha, you buggers!

[shouting in Elvish]

[chattering]

[rumbling, growling]

Were-worms!

[roaring]

Oh, come on!

[Orc horn blowing]

[shouting in Dwarvish]

The Hordes of Hell are upon us!

Fight to the death!

[all grunting and snarling]

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?

[shouting in Dwarvish]

Attack!! Attack!

(battle sounds)

[speaking in Dwarvish]

Uh, Gandalf,

is this a good place to stand?

[orc horn blowing]

[Elvish words]

[Orc horn blowing]

[roaring]

[Orc shouting]

[all shouting in cadence]

Azog.

He's trying to cut us off.

All of you,

fall back to Dale!

Now!

To the city!

Bilbo! This way!

[grunting and snarling]

[trolls roar]

[roars]

[all shouting]

[people clamoring and screaming]

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 off as long as you can.

Archers, this way!

The Orcs have taken Stone Street,

the market's overrun!

The rest of you

follow me!

[all shouting]

Charge! Onward!

To the death!

[screaming]

Da!

Da! Da!

Here! We're down here!

[snarls]

[screaming]

Bain!

Sigrid! Get down!

[grunting]

[shouting and screaming]

[Dain shouting in Dwarvish]

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 the 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.

Shift it, granny!

Make for the Great Hall!

Out of my way!

Abandon the cripples!

[growling]

Yah buggers! (fighting, swords clashing, grunting, yelling)

Where's Thorin?

We need him! Where is he?

[Orc horn blowing]

Fall 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?

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.

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

ours alone.

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.

This is Thorin

son of Thrain, son of Thror!

I am not my grandfather. I am not my grandfather.

You are the heir to the Throne of Durin.

They are dying out there.

take back Erebor.

Dain is surrounded.

Dying.

is surrounded.

Dying.

Take back your homeland.

You are changed, Thorin.

I am not my grandfather.

Is this treasure truly worth more than your honor?

I am not my grandfather.

[rumbling]

This treasure will be your death!

[screams]

[screaming]

Fall back!

Fall back! Back

to the Mountain!

Fall back!

[horn blowing]

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;

will you follow me

one last time?

[orc shouting]

[all orcs shouting]

[shouting]

[trolls roaring]

[Mountain horn blowing]

[Mountain bugle]

Thorin.

[bell ringing, loud crashing]

[all shouting]

To the King!

To the King!

[Dwarves shouting]

The Dwarves,

they're rallying.

They're rallying to their King.

[shouting and grunting]

Any man who wants to give their last

follow me!

[all shouting]

Come on, Bombur. Get up.

[roars]

Nori. Gloin!

Right behind you, brother.

[yelling]

[laughs]

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.

[chattering]

[all shouting]

Dain!

Thorin!

Hold on!

I'm coming!

[YELLS]

Hey, cousin!

What took you so long?

[laughing]

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.

Thorin, you cannot do this.

You're our King.

That is why I must do it.

And how do you plan to fight your way single-handed to Ravenhill?

Halt!

It's been a while since I've done this.

[shouting]

To Ravenhill!

Hold tight, lads.

You're all mad bastards.

I like it.

May Durin save you all.

[laughs]

[shouting]

[horn blowing]

Watch out!

Eyes front

lads!

Hold on!

I'm out!

[roars]

Bring it down!

Shoot it! Where?

In his jambags!

It doesn't have any jambags!

Duck Kili!

Move it!

Hang on, lads! I'm coming!

[laughs then gasps]

Bofur, you beauty!

Dwalin! Go!

Come on

you hairy hedgepig!

Come on!

Yeah!

Yeah! Yeah!

Wargs!

Hold tight, lads.

There's more coming!

[snarling]

We're pulling too much weight.

We won't make it.

Cut the tracers.

Ride them to Ravenhill.

No, Balin.

My goat-riding days are over.

Durin be with you, brother.

I am too old for this.

Hyah!

Onwards!

Lead on!

[roars]

[screams]

Get up.

Get away from me.

I don't take orders

from you. People trusted you.

They listened to you.

The Master's mantle

was there for the taking

and you threw it all away.

For what?

Alfrid

your slip is showing.

[shouting]

[roaring]

[crackling]

[screaming]

[screams]

[choking]

[groans]

We may yet survive this.

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.

[hooves clopping]

[yells]

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 Fili and Kili. They're all up there.

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.

[grunting]

Goblin mercenaries.

No more than a hundred.

We'll take care of them. Go!

Go!

Come on!

Recall your company.

[Elvish horn blowing]

My Lord, disperse 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.

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.

[shouting and grunting]

[yelling]

Push!

[panting]

By Durin, you've lost your ax.

[whimpers]

No, he's not.

There you go, cousin.

You know where you can stick that.

[creature roars]

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.

[sniffs]

Ah.

[creature roars]

[rumbling]

Find Fili and Kili, call them back.

Thorin, are you sure about this?

Do it.

We'll live to fight another day.

[drum beating]

[grunting]

Oh

Go.

Run!

[groans]

[gasps]

[grunts]

[grunting]

Kili!

Thorin.

Thorin. No.

[roaring]

[yelling and grunting]

[screeching]

[shouting]

[all shouting]

(yelling)

No.

[all shouting]

Kili.

[screeches]

[grunts]

Kili!

Kili!

Tauriel!

Kili.

[roars]

[groans]

[groans]

[choking]

[yells]

[grunts]

No!

No!

[both grunting]

[gasps and coughs]

[grunting]

[horn blowing]

[rumbling]

Mm.

[shouting]

[roars]

[roars]

Tauriel!

[squawking]

[roaring]

[yelling]

[screams]

[snarls]

[grunts]

[groans]

[groaning]

[groaning]

[eagles squawking]

[squawking]

The Eagles are coming.

[coughing and gasping]

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.

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.

[groans]

If more people

valued home

above gold

this world would be a merrier place.

[grunts]

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

[sobbing]

[sniffling]

I cannot go back.

Where will you go?

I do not know.

Go north.

Find the Dúnedain.

There's 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's 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.

[voice breaking] Why does it hurt so much?

Because it was real.

[sighs]

[horns blowing]

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

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, uh

tea is at 4.

There's plenty of it.

You are welcome anytime.

Uh

Don't bother knocking.

[all chuckle]

[Gandalf chuckles]

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. 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.

[Hobbit's chattering]

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

And that's my dining chair.

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.

I am not dead,

presumed or otherwise.

I'm not sure that's permitted.

Mr. Bilbo!

Twenty-one! Any advance on 21?

Any advance on 21?

Ha, ha! Sold to Mrs. Bolger.

Somewhere for Fatty to put his feet on.

[all laughing]

Any bids for this?

This is Shire-made.

None of those Dwarvish reproductions here.

Stop!

Stop!

There's been a mistake! Who are you, young man?

What do you mean, who am I?

You know very 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.

[crowd murmuring]

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.

[knocking on door]

No, thank you!

We don't want any more visitors, well-wishers

or distant relations!

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?

[both laughing]

Come on, come in!

Welcome. Welcome.