Original subtitles

[THUNDER RUMBLING]

[CHATTERING]

MAN 1: I'm dying of thirst over here.

Come on! Come on!

-Here you are. MAN 2: Thank you kindly.

[LAUGHING]

BETSY: Oh, watch it! MAN 3: Sorry, darling.

-There you are. -Thank you.

MAN 4: Master Stadle.

GANDALF: Mind if I join you?

I'll have the same.

I should introduce myself. My name is Gandalf.

Gandalf the Grey.

I know who you are.

Well, now. This is a fine chance.

What brings Thorin Oakenshield to Bree?

I received word that my father...

...had been seen wandering...

...the Wilds near Dunland.

I went looking.

I found no sign of him.

[SIGHS]

Thrain.

You're like the others.

You think he is dead.

I was not at the Battle of Moria.

No...

...but I was.

[SWORDS CLANGING AND MEN YELLING]

THORIN: My grandfather...

...Thror...

...was slain.

No!

[YELLS]

Father.

Stay back.

No. I will fight with you.

Azog means to kill us all.

One by one, he will destroy the line of Durin.

But by mine's life, he shall not take my son.

You will stay here.

[YELLS]

THORIN: My father led a charge towards the Dimrill Gate.

He never returned.

Father!

[YELLS]

[GROANS]

[ALL YELLING]

THORIN: "Thrain is gone," they told me.

"He is one of the fallen."”

But at the end of that battle, I searched amongst the slain.

To the last body.

My father was not among the dead.

Thorin, it's been a long time...

...since anything but rumor was heard...

...of Thrain.

He still lives.

I am sure of it.

The ring your grandfather wore, one of the seven...

...given the Dwarf-lords...

...mMany years ago...

...what became of it?

He gave it to my father before they went into battle.

So Thrain was wearing it when he....

When he went missing.

Mm.

-That's that, then. BETSY: There you are.

My father came to see you...

...before the Battle of Moria.

What did you say to him?

I urged him to march upon Erebor, to rally...

...the seven armies of the Dwarves...

...to destroy the dragon and take back...

...the Lonely Mountain.

And I would say the same to you.

Take back your homeland.

This is no chance meeting, is it, Gandalf?

No.

It is not.

The Lonely Mountain troubles me...

...Thorin. That dragon has sat there long enough.

Sooner or later...

...darker minds will turn towards Erebor.

I ran into some unsavory characters...

...whilst traveling on the Greenway.

They mistook me for a vagabond.

I imagine they regretted that.

GANDALF: One of them was carrying a message.

It is Black Speech.

A promise of payment.

For what?

Your head.

Someone wants you dead.

Thorin, you can wait no longer. You are...

...the heir to the Throne of Durin.

Unite the armies of the Dwarves.

Together, you have the might and power...

...to retake Erebor.

Summon a meeting of the seven Dwarf families.

Demand they stand by their oath.

The seven armies swore that oath to the one who wields the King's Jewel.

The Arkenstone.

It is the only thing that will...

...unite them, and in case you have forgotten...

...that jewel was stolen by Smaug.

What if I were to help you reclaim it?

How?

The Arkenstone lies half a world away...

...buried beneath the feet of a fire-breathing dragon.

Yes, it does.

Which is why we're going to need a burglar.

[HOWLING]

[SNIFFS]

[GROWLING NEARBY]

[ROARS]

THORIN: How close is the pack?

Too close. A couple of leagues, no more. But that's not the worst of it.

-Have the Wargs picked up our scent? BILBO: Not yet. But they will do.

-We have another problem. GANDALF: Did they see you?

They saw you.

No, that's not it.

What did I tell you?

Quiet as a mouse.

[ALL CHATTERING]

Excellent burglar material.

Will you listen? Will you just...

... listen?

I'm trying to tell you there is something else out there.

What form did it take?

Like a bear?

Ye-- Yes, but bigger.

Much bigger.

You knew about this beast?

I say we double back.

THORIN: And be run down by a pack of Orcs?

There is a house...

...it's not far from here, where we might take refuge.

Whose house?

Are they friend or foe?

Neither.

He will help us or...

...he will kill us.

What choice do we have?

[CREATURE ROARS]

None.

GANDALF: Come on!

[AZOG SHOUTS IN BLACK SPEECH)]

[CREATURE ROARING]

This way! Quickly!

THORIN: Run!

Bombur, come on!

GANDALF: To the house!

Run!

Come on, get inside.

Open the door!

Quickly!

[ALL CLAMORING]

DORI: Push! KILI; Push!

THORIN: Dwalin!

DWALIN: Come on, lads!

ORI: What is...

...that?

That is our host.

His name is Beorn.

And he's a skin-changer.

Sometimes he's a huge black bear.

Sometimes he's a great strong man.

The bear is unpredictable...

...but the man can be reasoned with. However...

...he is not overfond of Dwarves.

[CREATURE GROWLING]

He's leaving.

Come away from there.

It's not natural. None of it.

It's obvious. He's under some...

...dark spell.

GANDALF: Don't be a fool.

He's under no enchantment but his own.

All right, now get some sleep. All of you.

You'll be safe here tonight.

[HORSES NEIGHING]

I hope.

[GROWLING]

[IN BLACK SPEECH,]

[IN BLACK SPEECH,]

[GROWLING]

[BRANCHES SNAP]

[IN BLACK SPEECH,]

[SNORING]

[VOICE OF THE RING WHISPERING IN BLACK SPEECH]

[RUMBLING]

NECROMANCER [IN BLACK SPEECH]:

NECROMANCER:

[IN BLACK SPEECH,]

[PANTING]

[WHINNYING]

[BUZZING]

DORI: Don't blame me!

BOFUR: Come on, Dori!

[DWARVES CHATTERING]

Well, I say we should leg it. Slip out the back way.

I'm not running from anyone, beast or no.

There is no point in arguing.

We cannot pass...

...through the Wilderland without Beorn's help.

We'll be hunted down before we ever get to the forest.

Ah, Bilbo.

There you are.

Now...

...this will require some delicate handling.

We must tread very carefully.

The last person to have startled him was torn to shreds.

I will go first and--

Uh, Bilbo?

You come with me.

-Is this a good idea? GANDALF: Yes.

Now, the rest of you, you just wait here...

-...and don't come out until I give the signal. BOFUR: Right.

Wait for the signal.

And no sudden moves or loud noises, and don't overcrowd him.

And only come out in pairs. Right.

No, actually, Bombur...

...um, you count as two so you should come out alone.

Mm.

Remember, wait for the signal.

BOFUR: The signal. Right.

What signal would that be?

GANDALF: Ahem. -You're nervous.

Nervous? What nonsense.

Good morning.

Good morning!

Who are you?

I'm Gandalf. Gandalf the Grey.

Never heard of him.

I'm a Wizard.

Perhaps you've heard of my colleague Radagast the Brown.

He resides in the southern borders of Mirkwood.

What do you want?

Well, simply to thank you for your hospitality.

You may have noticed that we took refuge...

...In your lodgings here last night.

Who is this...

.. little fellow?

Well, this would be Mr. Baggins...

...from the Shire.

He's not a Dwarf, is he?

Why, no. No, he's a Hobbit.

A good family and unimpeachable reputation.

A Halfling and a Wizard.

How come you here?

GANDALF: Oh, well, the fact is...

...that we've had a bad time of it...

...from Goblins in the mountains.

What did you go near Goblins for?

Stupid thing to do.

You are absolutely...

-...right. No, it... -There it is. Go.

-Go. GANDALF: ...was terrible.

DWALIN: Dwalin...

...and Balin.

GANDALF: And I must...

...confess that, uh, several...

...of our group are, in fact, Dwarves.

Do you call two...

."several"?

Well, uh, now you put it that way....

[STUTTERING]

Yes, there could be more...

...than two.

BOFUR: Go, go.

GLOIN: Wait, that's us.

GANDALF: Oh, and here are some more...

...of our, uh, happy troop.

And do you call six a "troop"?

[LAUGHS]

What are you, a traveling circus?

BOFUR: Go.

Go. Go, go.

Dori and Ori at your service.

BEORN: I don't...

...want your service.

Absolutely understandable.

Go.

Go.

Oh, Fili and Kili. I'd quite forgotten. Yes.

Oh, yes, and Nori, Bofur...

...Bifur...

...and Bombuir.

Is that it?

Are there any more?

Ah.

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.

BILBO: There are others like you?

Once there were many.

And now?

Now there is only one.

You need to reach...

...the mountain before the last days of autumn.

Before Durin's Day falls.

Yes.

You are running out of time.

Which is why we must go through Mirkwood.

A darkness lies upon that forest.

Fell things creep beneath those trees.

I would not venture there...

...except in great need.

We will take the Elven Road.

That path is still safe.

BEORN: "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?

[CHATTERING]

BEORN: You will leave my...

...ponies before you enter the forest.

GANDALF: Oh, you have my word.

[BIRD CAWS]

We're being watched.

BEORN: Yes.

The Orcs will not give up.

They will hunt the Dwarves until they see them destroyed.

Why now? What has made the Defiler crawl from his hole?

There is an alliance between the Orcs of Moria...

...and the sorcerer in Dol Guldur.

Are you sure of this?

Packs have been seen...

...gathering there.

Each day, more and more come.

GANDALF: What do you know of this sorcerer?

The one they call the Necromancer.

I know he is not what he seems.

Fell things are drawn to his power.

Azog pays...

...homage to him.

THORIN: Gandalf.

Time is wasting.

BEORN: There is more.

Not long past, word spread...

...the dead had been seen walking near the High Fells of Rhudaur.

The dead?

Is it true?

Are there tombs in those mountains?

GALADRIEL.: When Angmar fell...

...the Men of the North took his body and all that he possessed...

...and sealed it within the High Fells of Rhudaur.

Deep within the rock, they buried him.

In a tomb so dark...

...It would never...

...come to light.

Yes.

Yes, there are tombs up there.

I remember a time when a great evil...

...ruled these lands.

One powerful...

...enough to raise the dead.

If that enemy has returned to Middle-earth...

... would have you tell me.

Saruman the White says it's not possible.

The enemy was destroyed and will never return.

And what does...

...Gandalf the Grey say?

[BIRDS CAWING]

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.

[FOREST CREAKS]

BILBO: This forest...

...feels...

...Sick.

As if a disease lies upon it.

Is there no way around?

Not unless we go 200 miles north.

Or twice that distance...

...south.

[VOICE OF THE RING WHISPERING]

GALADRIEL.: Something moves in the shadows unseen...

...hidden from our sight.

Every day it grows in strength.

Beware the Necromancer,

He is not what he seems.

If our Enemy has returned, we must know.

Go to the tombs in the mountains.

The High Fells.

So be it.

Not my horse!

I need it!

[DWARVES MURMUR]

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.

There is a stream in the woods that carries a dark enchantment.

Do not touch the water.

Cross only by the stone bridge.

The very air of the forest is heavy with illusion.

It'll seek to enter your mind and lead you astray.

"Lead us astray"?

What does that mean?

GANDALF: You must stay on the path. Do not leave it.

If you do, you'll never...

...find it again.

No matter what may come, stay on...

...the path!

Come on. We must reach the mountain before the sun sets on Durin's Day.

BILBO: Durin's Day? BOFUR: Let's go.

THORIN: It is our one chance to find the hidden door.

THORIN: The path turns this way.

This way.

BOFUR: Air. I need air.

OIN: My head, it's swimming!

[GROANS]

KILI: We found the bridge. BOFUR: Bridge.

Onh.

BOFUR: We could try and swim it.

THORIN: Didn't you hear what Gandalf said?

A dark magic lies upon this forest.

The waters of this stream are enchanted.

Doesn't look very enchanting to me.

THORIN: We must find another way across.

[PULSE BEATING]

KILI: These vines look strong enough.

THORIN: Kili!

We send the lightest first.

It's all right.

Can't see any problem.

[GRUNTS]

There's one.

Everything's...

.fine.

[GRUNTING]

Something is not right.

This is not right at all.

Stay where you are! Oh.

[ALL GRUNTING]

DWALIN: I can't get a grip.

[YAWNS]

[SNORING]

What are you doing?

You shouldn't have done that.

It's bad luck.

I don't believe in luck.

We make our own luck.

[SNORING]

[GRUNTING]

NORI: We need...

...to take a rest.

[ALL PANTING]

[SPIDERS WHISPERING]

What is that?

Those voices.

Can you hear them?

I hear nothing.

No wind...

...no birds.

What hour is it?

DWALIN: I do not know.

I do not even...

...know what day it is.

This is taking too long.

Is there no end to this...

...accursed forest?

GLOIN: None that I can see.

Only trees and more trees.

[GROANS]

THORIN: This way.

OIN: Gandalf said-- THORIN: Do as I say. Follow me.

[ECHOING WHISPERS]

SPIDERS: Attercop.

[GASPS]

No, no, wait.

Wait.

Stop.

We can't leave the pa--

We must stay on the path.

[ALL GRUNTING]

I don't remember this bit.

None of it's familiar.

DORI: It's got to be here.

It can't have just disappeared.

DWALIN: Unless someone's moved it.

ORI: It's not over here neither.

Look.

A tobacco pouch.

There's Dwarves in these woods.

Dwarves from the Blue Mountains, no less.

This is exactly the same as mine.

Because it is yours. Do you understand?

We're going around in circles. We are lost.

THORIN: We are not lost. We keep heading east.

OIN: But which way is east? We've lost the sun.

DWALIN: I thought you were the expert.

The sun.

We have to find...

...the sun.

Up there.

We need to...

...get above the canopy.

[DWARVES CLAMORING]

[VOICES WHISPERING INDISTINCTLY]

What was that?

Enough! Quiet! All of you!

We're being watched.

[SIGHS]

[CHUCKLES]

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!

[BRANCHES SNAPPING]

Hello?

[BRANCHES CONTINUE SNAPPING]

Hello.

Oh, no.

Oh, come on.

[YELLS]

[CHITTERS]

[ROARS]

[SCREAMS]

SPIDER 1: Kill them! Kill them.

Eat them now, while their blood is running.

SPIDER 2: Their hide is tough, but there's good juice inside.

SPIDER 1: Stick it again.

Stick it again. Finish it off.

SPIDER 2: The meat's alive and kicking!

SPIDER 1: Kill him.

Kill him now.

Let us feast.

Feast! Feast!

SPIDER 3; Feast! Feast!

SPIDER 4: Eat them alive!

Feast!

[STICK CLATTERS]

SPIDER 2: What is it? SPIDER 1: What is it?

SPIDER 4: Eat them alive!

SPIDER 3: Fat and juicy.

Just a...

...little taste.

[HISSING]

Curse it! Where is it?! Where is it?!

Here.

Ah! It stings!

It stings!

Sting.

That's a good name.

Sting.

GLOIN: You all right there, Bofur?

BALIN: I'm all right! THORIN: Get it off me!

BOFUR: Where's Bilbo?

BILBO: I'm up here!

[BILBO YELLS]

[BILBO SCREAMS]

[DWARVES CLAMOR]

OIN: Grab the legs!

Pull!

DWALIN: Pull!

BILBO: Where is it? Where is it? Come on.

Where is it?

No!

No! No!

DWALIN: Thorin! Get them!

KILI: Come on!

GLOIN: Look out, brother!

KILI: Fili!

[PANTING]

Mine.

DWALIN: Come on...

...keep up!

We're clear!

Do not think I won't kill you, Dwarf.

It would be my pleasure.

KILI: Help! -Kili!

KILI: Throw me a dagger!

Quick!

TAURIEL: If you think I'm giving you...

...a weapon, Dwarf...

...you're mistaken!

LEGOLAS: Search them.

[ELVES SPEAKING IN ELVISH]

B'ey! Give it back! That's private!

LEGOLAS: Who is this?

-Your brother? GLOIN: That is...

...my wife!

LEGOLAS: And what is this horrid creature?

A Goblin-mutant?

That's my wee lad, Gimli.

[ELF SPEAKS IN ELVISH]

[IN ELVISH]

[IN ELVISH]

[IN ENGLISH] Where did you get this?

It was given to me.

Not just a thief, but a liar as well.

[SPEAKS IN ELVISH]

Thorin, where's Bilbo?

LEGOLAS [IN ELVISHI:

DWALIN: Unh! This is not the end of it!

-Do you hear me?! GLOIN: Hey, let us out of here!

NORI: Get off me!

[ELF SPEAKS IN ELVISH]

[FILI SIGHS]

Aren't you going to search me?

I could have anything down my trousers.

[IN ENGLISH] Or nothing.

LEGOLAS:

[IN ELVISH]

LEGOLAS:

[GRUNTING]

GLOIN: Again! BALIN: Leave it!

There's no way out!

This is no Orc dungeon.

These are the Halls of the Woodland Realm.

No one leaves here but by the king's consent.

THRANDUIL: 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...

..awayin.

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.

THORIN: A favor for a favor.

THRANDUIL: You have my word.

One king to another.

I would not trust Thranduil...

...the great king...

...to honor his word...

...should the end of all days be upon us!

You...

...who lack all...

...honor!

I have seen how you treat your friends.

We came to you once, starving, homeless...

...seeking your help.

But you turned your back!

You turned away from the suffering of my people...

...and the inferno that destroyed us.

[SPEAKS IN DWARVISH]

Do not talk to me of dragon fire.

I know...

...its wrath and ruin.

[INHALES]

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 EIf.

I'm patient.

I can wait.

Did he offer you a deal?

He did.

I told him he could go ish kakhfé ai-'d dar-rugnu!

Him and all his kin!

Well, that's that, then.

A deal was our only hope.

Not our only hope.

THRANDUIL: I know you're there.

Why do you linger in the shadows?

TAURIEL [IN ENGLISH]: I was coming to report to you.

I thought I ordered that nest to be destroyed not two moons past.

We cleared...

...the forest as ordered, my lord. But more spiders keep...

...coming up from the South.

They are spawning in...

...the ruins of Dol Guldur. If we could kill them at their source....

That fortress lies beyond our borders.

Keep our lands clear of those foul creatures. That is your task.

And when we drive them off, what then?

Will they not spread to other lands?

Other lands are not my concern.

The fortunes of the world...

...will rise and fall.

But here in this...

...kingdom, we will endure.

Legolas said you fought well today.

He has grown very fond of you.

I assure you, my lord...

...Legolas thinks of me as no more than a captain of the guard.

Perhaps he did once.

Now I am not so sure.

I do not think you would allow your son...

...to pledge himself to a lowly Silvan EIf.

No, you are right. I would not.

Still, he cares about you.

Do not give him hope where there is none.

FIMBUL [IN BLACK SPEECH)]:

BOLG [IN BLACK SPEECH]:

The stone in your hand, what is it?

It is a talisman.

A powerful spell lies upon it.

If any but a Dwarf reads the runes on this stone...

...they will be forever cursed.

Or not.

Depending on whether you believe in that kind of thing. It's just a token.

A rune stone.

My mother...

...gave itto me so I'd remember my promise.

What promise?

That I would come back to her.

She worries.

She thinks I'm reckless.

Are you?

Nah.

[CHATTERING AND LAUGHING IN DISTANCE]

Sounds like quite a party...

...you're having up there.

It is Mereth e-nGilith...

...the Feast of Starlight.

All light is sacred to the Eldar.

But Wood Elves love best the light of the stars.

I always thought it is a cold light.

Remote and far away.

It is memory...

...precious and pure.

Like your promise.

I have walked there sometimes.

Beyond the forest...

...and up into the night.

I have seen the world fall away...

...and the white light of forever fill the air.

I saw a fire moon once.

It rose over the pass near Dunland. Huge.

Red and gold, it was. It filled the sky.

We were an escort for some merchants from Ered Luin. They were...

...trading in silverwork for furs. We took the Greenway south...

...keeping the mountain to our left.

And then it appeared.

This huge fire moon...

...lighting our path.

I wish I could show you the caverns.

ELROS: Galion, you old rogue, we're running out of drink.

These empty barrels should have been sent back to Esgaroth hours ago.

The bargeman will be waiting for them.

GALION: Say what you like about our...

...lll-tempered king. He has excellent taste in wine.

Come, Elros, try it.

ELROS: I have the Dwarves...

...in my charge.

GALION: They're locked up. Where can they go? Ha, ha.

BOFUR: I'll wager the sun is on the rise.

Must be nearly dawn.

We're never gonna reach the mountain, are we?

Not stuck in here, you're not.

Bilbo!

KILI: What?

[DWARVES CHATTER]

Shh! There are guards nearby!

-Ha, ha, ha. THORIN: Close the doors.

-It'll buy us more time. -All right, Nori.

THORIN: Up the stairs. DWALIN: You first.

Ori.

BILBO: Not that way. Down here. Follow me.

Go.

OIN: Easy, now.

[SNORING]

[WHISPERING] This way.

Come on.

[WHISPERING] I don't believe it. We're in the cellars!

You were supposed to be leading us out, not further in!

I know what I'm doing!

Shh!

This way! This way!

[YELLS IN ELVISH]

BILBO: Everyone...

-...climb into the barrels quickly. DWALIN: Are you mad?

-They'll find us. BILBO: No, no.

They won't, I promise you.

Please, please. You must trust me.

[DWARVES MURMUR]

[WHISPERING] Do as he says.

DWALIN: Move your big ginger head.

Bifur, getin...

...the barrel! Move!

DORI: Everyone's in.

What do we do now?

Hold your breath.

BOFUR: Hold my breath? What do you mean?

[ALL YELL]

[GRUNTING]

Where is the Keeper of the Keys?

[GUARDS YELLING IN ELVISH]

[YELLS]

Well done, Master Baggins.

Go! Come on, let's go!

[YELLING IN ELVISH]

Hold on!

FILI: Bilbo!

BOFUR: Hang on!

ORI: Help! DORI: Ori!

[BLOWING]

[YELLS IN ELVISH]

THORIN: No!

[GRUNTS]

BOFUR: Watch out! There's Orcs!

[SHOUTS IN BLACK SPEECH]

[IN BLACK SPEECH,]

THORIN: Get under the bridge!

DWALIN: Kili!

Kili!

[GROANS]

Kili.

[ALL YELLING]

[SHOUTS IN BLACK SPEECH]

Kili!

[GRUNTS]

Nori!

THORIN: Cut the log!

DWALIN: Bombur!

Tauriel.

BOLG:

[YELLS]

[PANTING]

[GRUNTS]

[SHRIEKS]

Oh, it's you!

Why am I here, Gandalf?

Trust me, Radagast.

I would not have called you here without good reason.

This is not a nice place to meet.

No.

It is not.

These are dark spells, Gandalf.

Old and full of hate.

Who's buried here?

If he had a name, it's long since been lost.

He would have been known only...

...as a servant of evil.

One of a number.

One of nine.

RADAGAST: Why now, Gandalf? I don't understand.

GANDALF: The Ringwraiths...

...have been summoned to Dol Guldur.

But it cannot be the Necromancer.

A human sorcerer could not summon such evil.

Who said it was human?

The Nine only answer to one master.

We've been blind, Radagast.

And in our blindness...

...the Enemy has returned.

He is summoning his servants.

Azog the Defiler...

...Is no ordinary hunter.

He is a commander.

A commander of legions.

The Enemy is preparing for war.

It will begin in the East.

His mind is set upon that mountain.

-Where are you going? -To rejoin the others.

Gandalf.

I started this. I cannot forsake them.

They are in grave danger.

If what you say is true...

...the world is in grave danger.

The power in that fortress will only grow stronger.

You want me to cast my friends aside?

THORIN: Anything behind us? BALIN: Not that I can see.

BOFUR: I think we've outrun the Orcs. THORIN: Not for long. We've lost the current.

Bombur's half drowned.

-Make for the shore! -Aye.

THORIN: Come on, let's go!

OIN: Gloin, help me, my brother.

DWALIN: Come on, lift yourself.

Come on!

BOFUR: Come on, you big lump, you!

[GROANING]

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.

BALIN: To where?

To the mountain. We're so close.

A lake lies between us and that mountain.

-We have no way to cross it. -So then we go around.

The Orcs will run us down, as sure as daylight.

We've no weapons to defend ourselves.

Bind his leg, quickly.

You have two minutes.

BARD: Do it again...

...and you're dead.

BALIN: Excuse me...

...but you're from Lake-town, if I'm not mistaken.

That barge over there...

...it wouldn't be available for hire, by any chance?

What makes you think I would help you?

Those boots have seen better days.

As has that coat.

No doubt you have some hungry mouths to feed.

How many bairns?

A boy and two girls.

And your wife, I imagine she's a beauty.

BARD: 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 lron Hills.

Simple merchants, you say?

We need food...

...supplies, weapons.

Can you help us?

BARD: 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.

BALIN: I'll wager there are...

...ways to enter that town unseen.

Aye.

But for that...

...you would need a smuggler.

For which we would pay double.

[SHOUTING IN BLACK SPEECH]

THRANDUIL: Such is the nature of evil. Out there in...

...the vast ignorance of the world...

...it festers and spreads.

A shadow that grows in the dark.

A sleepless malice as black...

...as the oncoming wall of night.

So it ever was.

So will it always be.

In time, all foul things come forth.

[IN ENGLISH] You were tracking a company of 13 Dwarves.

Why?

[IN ENGLISH] Not 13.

Not anymore.

The young one...

...the black-haired archer...

...we stuck him with a Morgul shaft.

The poison's in his blood. He'll be...

...choking on it soon.

Answer the question, filth.

[IN BLACK SPEECH,]

I would not antagonize her.

You like killing things, Orc?

You like death?

Then let me give it to you.

THRANDUIL [IN ELVISH]:

[GROWLS]

[IN ENGLISH] I do not care about one...

...dead Dwarf. Answer the question.

You have nothing to fear. Tell us...

...what you know and I will set you free.

LEGOLAS: You had orders to kill them. Why?

What is Thorin Oakenshield to you?

[IN ENGLISH] The Dwarf runt will never be king.

LEGOLAS: King?

There is no King Under the Mountain, nor will there ever be.

None would dare enter Erebor...

...whilst the dragon lives.

You know nothing.

Your world will burn.

LEGOLAS: What are you talking about?

Speak!

Our time has come again.

My master serves the One.

Do you understand now, Elfling?

Death is upon you.

The flames of war...

...dre upon you.

Why did you do that?

You promised to set him free.

And I did.

I freed his wretched head from his miserable shoulders.

LEGOLAS: There was more...

...the Orc could tell us.

There was nothing more he could tell me.

What did he mean by "the flames of war"?

It means they intend to unleash a weapon so great...

...it will destroy all before it.

I want the watch doubled at our borders. All roads, all rivers.

Nothing moves, but I hear of it.

No one enters this kingdom.

And no one leaves it.

LEGOLAS [IN ELVISHI:

ELROS [IN ELVISH]:

ELROS:

[SPEAKS IN BLACK SPEECH]

[SNIFFING]

Watch out!

THORIN: What are you trying...

...to do, drown us?

I was born and bred on these waters, Master Dwarf.

If I wanted to drown you...

... 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.

-Bard, his name's Bard. BOFUR: How do you know?

Uh, I asked him.

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

BALIN: 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.

BALIN: There's...

...Just a wee problem.

We're 10 coins short.

Gloin.

Come on.

-Give us what you have. -Don't look to me.

I have been bled dry...

...by this venture.

What have I seen...

...for my investment?

Naught but misery and...

...grief and--

GLOIN: Bless my beard.

Take it.

-Take all of it. -Ahem.

The money, quick. Give it to me.

THORIN: 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.

[INAUDIBLE DIALOGUE]

What's he doing?

BILBO: He's talking to someone.

He's pointing right at us.

Now they're...

...shaking hands.

-What? DWALIN: The villain.

He's selling us out.

[CLANKING]

[FOOTSTEPS APPROACHING]

[GRUNTING]

[DWARVES GRUNTING]

BARD: Quiet.

We're approaching the tollgate.

PERCY: Halt!

Goods inspection!

Papers, please!

Oh, it's you, Bard.

Morning, Percy.

Anything to declare?

Nothing, but that I am cold and tired...

...and ready for home.

You and me both.

There we are.

All in order.

Not so fast.

"Consignment of empty barrels from the Woodland Realm."

Only...

...they're not empty...

...are they, Bard?

If I recall correctly...

...you're licensed as a bargeman.

Not...

...a fisherman.

That's none of your business.

Wrong.

It's the Master's business, which makes it my business.

Oh, come on, Alfrid, have a heart. People need to eat.

These fish are illegal.

Empty the barrels...

-...over the side. -You heard him. In the canal.

Come on. Get a move on.

Folk in this town are struggling.

Times are hard.

Food is scarce.

That's not my problem.

BARD: And when the people hear the Master is dumping fish...

...back in the lake...

...when the rioting starts...

...will it be your problem then?

Stop.

Ever the people's champion...

...eh, Bard? Protector of...

...the common folk.

You might have their favor now, bargeman...

...but it won't last.

Raise the gate!

The Master has his eye on you.

You'd do well to remember:

We know where you live.

It's a small town, Alfrid.

Everyone knows where everyone lives.

[BELL TOLLING]

ALFRID: All this talk of civil unrest.

Someone's been stirring the pot, sire.

[MASTER GRUNTING]

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.

It's all they ever bleat about.

It's my belief, sire, they are being led on by troublemakers.

MASTER: Then we must find these...

...troublemakers and arrest them.

My thoughts exactly, sire.

MASTER: And all this talk of change must be suppressed.

Can't afford to let the rabble band together...

...and start making noises. The next thing...

...you know, they'll start asking questions...

...forming committees...

...launching inquiries.

Out with the old, in with the new?

What?

That's what they've been saying, sire.

There is even talk...

...of an election.

An election? Heh.

That's absurd.

I won't stand for it. Ha!

I don't think they'd ask you to stand, sire.

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...

...I1s behind all this.

No one else would have the--

Bollocks...

...Sire.

Ram and goat, sautéed in a lovely little mushroom gravy.

ALFRID: In an ideal world, sire, we'd arrest him.

But Bard has the favor of the people.

They see him as a leader.

Someone they can truly admire.

Modest...

...intelligent...

...handsome...

...athletic....

Yes, he's clearly modeling himself on me.

That's no crime.

I wonder....

I wonder if some ancient law might exist...

...that forbids bargemen from asking questions.

You think such a venerable statute might exist?

Almost certainly, sire.

I'll write one immediately.

[CHUCKLES]

You picked the wrong man...

...to tangle with, Master Bard.

I hope you're watching yourself...

MASTER: ...because I'll be watching you.

[COUGHS]

Get your hands off me.

BARD: You didn't see them. They were never here.

The fish you can have for nothing.

Stay close.

Follow me.

What is this place?

This, Mr. Baggins, is the world of Men.

MAN 1: Get it over here now.

MAN 2: Grab the other end. That's it.

Keep your head's down, keep moving.

Quickly, now.

MAN 4: God, how many more are there?

[CHATTERING]

Halt.

Oi!

Come on. Move.

In the name...

...of the Master of Lake-town...

...I said halt.

Halt!

Stop them!

-Get back. MAN: Come here.

[ALL GRUNTING]

What's going on here?

Stay where you are. Nobody leaves.

Braga.

-Sorry? -You.

What are you up to, Bard?

Me?

Nothing.

I'm looking for nothing.

Yeah.

BARD: Hey, Braga.

Your wife would look lovely in this.

What do you know of my wife?

I know her as well as any man in this town.

[SIGHS]

[CHATTERING]

BAIN: Da!

Our house, it's being watched.

[WHISTLES]

BARD: You can tell the Master I'm done...

...for the day.

Da! Where have you been?

Father! There you are! I was worried.

Here, Sigrid.

Bain, get them in.

If you speak of this to anyone...

...I'll rip your arms off.

Get off.

Up there.

SIGRID: Da...

...why are there Dwarves climbing out of our toilet?

Will they bring us luck?

They may not be the best fit...

...but they'll keep you warm.

Thank you very much.

A Dwarvish windlance.

BILBO: 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.

[PEOPLE SCREAMING]

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.

Then 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.

[DWALIN CHUCKLES]

That's a fairy story, lad.

Nothing more.

You took our money.

Where are the weapons?

Wait here.

THORIN: Tomorrow begins...

...the last days of autumn.

Durin's Day falls the morn after next.

We must reach the mountain before then.

And if we do not?

If we fail to find the hidden door before that time?

Then this quest has been for nothing.

[FOOTSTEPS APPROACH)]

What is this?

Pike hook.

Made from an old harpoon.

-And this? BARD: A crowbill, we call it.

Fashioned from a smithy's hammer.

It's heavy in hand, I grant...

...but in defense of your life, these will serve you better than none.

We paid...

...you for weapons.

Iron-forged swords...

...and axes!

It's a joke!

BARD: You won't find...

...better outside the city armory.

All iron-forged weapons are held there...

...under lock and key.

BALIN: Thorin...

...why not take what's...

...on offer and go?

I've made do with less.

So have you.

-l say we leave now. -You're not going anywhere.

What did you say?

There are spies watching this house...

...and probably every dock and wharf in the town.

You must walit...

... dill nightfall.

Thorin.

Da?

Don't let them leave.