Original subtitles

[BELL RINGING]

[PEOPLE CLAMORING]

MASTER: I warned you.

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

Now they've done it.

They've woken the dragon!

They've brought an apocalypse upon our heads!

BRAGA: Come on. Quickly.

Quickly.

MASTER: Faster now...

...I'm trying to evacuate.

Careful, man.

Never mind the books. Get on!

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

MASTER: The town is lost.

-Save the gold! BRAGA: You heard him. Get a move on.

GIRL: Dal MAN 1: Come on.

MAN 2: Pile them up!

[SMAUG ROARING IN DISTANCE]

We have no time. We must leave.

BOFUR: Get him up. FILI: 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?

[BARD GRUNTING]

BARD: Open...

...this door!

Do you hear me?

[PEOPLE CLAMORING IN DISTANCE]

MAN: I can see him!

WOMAN: Look!

[GRUNTING]

MAN: Down here! Now!

FILI: Give me your hand. BOFUR: We gotta go.

Quickly now. Hurry.

FILI: Kili, come on!

MAN 1: It's around the corner! MAN 2: Keep on going, man!

[PEOPLE CLAMORING]

MAN 3: Dragon!

[SMAUG ROARING]

[ALL SCREAMING]

[BARD GRUNTING]

Come on, come on!

Faster! Faster!

[PEOPLE SCREAMING]

If only we could take...

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

-Worth it. I quite agree. MAN: Help!

Help!

[ALL CLAMORING]

BOFUR: Look out!

[WOMEN SHRIEK]

MASTER: Move it!

Move it!

Come on! Faster!

My gold! My gold!

We're carrying too much.

We need to dump something.

Quite right...

.Alfrid.

[YELLS]

[GRUNTING]

Faster! Faster!

[YELLING]

[ALL CLAMORING]

[BELL RINGING]

[ROARING]

Poor souls.

[PEOPLE SCREAMING]

[BELL TOLLING]

Da.

TILDA: Da!

He hit it!

-He hit the dragon! He did! -No.

He hit his mark! I saw.

His arrows cannot pierce its hide.

I fear nothing will.

What are you doing?

FILI; Come back! Bain! SIGRID: Bain!

BOFUR: Bain!

Get back here!

FILI; Bain! TAURIEL: Leave him.

We cannot go back.

Bain!

[GRUNTS]

Dad.

Bain! What are you doing?

You were supposed to leave!

-l came to help you. -No!

Nothing can stop it now.

This might.

Bain.

You go back.

You get out of here. Now.

Dad!

Bain!

[YELLS AND GRUNTS]

[BOTH GRUNTING]

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.

MASTER: Now's our chance! Go!

Go!

Head for the open water!

Hmm.

Is that...

...your child?

You cannot...

...save him from the fire.

He will...

...burn!

BARD: Stay still, son.

Stay still.

SMAUG: Tell me...

...wretch...

...how now shall you challenge me?

You have nothing left...

...but your...

...death!

[ROARING]

BARD: Bain.

Look at me.

You look at me.

Little to your left.

That's it.

[ROARS]

BARD: Bain! Hold on!

[GROANING]

What was that?

What happened?

It fell. I saw it.

It's dead.

Smaug is dead.

GLOIN: By my beard...

... think he's right.

Look there!

[RAVENS CAWING]

The Ravens of Erebor are returning to the Mountain.

BALIN: Aye.

Word will spread.

Before long...

...every soul in Middle-earth will know...

...the dragon is dead!

[DWARVES LAUGHING]

GALADRIEL;: You are not...

...alone...

...Mithrandir.

[GALADRIEL SPEAKING IN ELVISH]

[ALL CLAMORING]

WOMAN 1. Help me!

WOMAN 2: Where's my baby?

MAN 1: Please!

ALFRID: Somebody help me!

Help!

[YELLING]

MAN 2: Over there!

TILDA: Da!

Da!

TILDA: Da! -Da!

Aah! Why me?

[ALL GRUNTING]

KILI: Tauriel.

FILI: 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 can't.

Tauriel.

[SPEAKS IN DWARVISH]

I don't know what that means.

I think you do.

[IN ELVISH]

[IN ELVISH]

BOFUR: One more!

Keep it.

As a promise.

HILDA: These are dry. You'll need them.

WOMAN 1: Thank you. -Here.

Oi! Give me one of them.

I'll catch my death...

...in this cold.

HILDA: Find your own!

You're not in charge, Alfrid Lickspittle.

You are wrong.

In the absence of the Master...

...the power cedes to his deputy...

...which in this instance is my good self.

Now give me that blanket!

[GRUNTING]

Master's deputy?

Don't make me laugh.

You're a sneak-thief.

I'll be dead before...

...l answer to 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]

BARD: It's all right, darling.

PERCY: 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.

[ALL CHEERING]

MAN 1: Thank you, Bard!

MAN 2: Good man. WOMAN 2: Thank you!

MAN 3: You've saved us all!

MAN 4: Bless you.

All hail to the Dragon-Slayer!

All hail...

...King Bard!

I have said it many times.

This is a man of noble stock.

-A born leader! BARD: Do not call me that.

I'm not Master...

...of this town.

Where is he?

-Where's the Master? HILDA: Halfway down the Anduin.

With all our coin, I don't doubt.

You would know.

You helped him empty...

-...the treasury. -No.

I tried to stop him.

MAN 5: Liar! -Cheat!

MAN 6: You're a mongrel!

I begged. I pleaded.

MAN 7: Away with him!

MAN 8: Tar him! -I said, "Master...

..no!

[ALL SHOUTING]

Think of the children."

MAN 9: Hang him!

"Will nobody think of the children?"

ow!

MAN 10: To the tree with him!

[ALFRID SCREAMING]

WOMAN 3: Hang him hard! MAN 11: Take him down!

Enough! Let him go!

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.

Those who have strength, follow me.

We must salvage what we can.

What then? What'll we do then?

We find shelter.

BOFUR: Hello!

Bombur?

Bifur?

Anybody?

BILBO: Wait!

Wait!

OIN: It's Bilbo! BOFUR: He's alive!

Stop! Stop!

Stop.

You need to leave.

We all need to leave.

We only just got here.

I've tried talking, but he won't listen.

-What do you mean, laddie? -Thorin!

Thorin. Thorin. He's been down there for days.

He doesn't sleep. He barely eats.

He's not been himself. Not at all.

It's this place. Ahem. I think a sickness lies on it.

KILI: Sickness?

What kind of sickness?

BILBO: Fili.

Fili!

Fili!

THORIN: Gold.

Gold beyond measure.

Beyond sorrow...

...and grief.

Behold...

...the great...

...treasure hoard of Thror.

Welcome...

...my sister-sons...

...to the Kingdom...

...of Erebor.

Balin!

[ALL LAUGHING]

Kili!

BALIN: Thank Durin, you're alive.

Bombur!

ORI: You're alive!

THORIN: Any sign of it? DWALIN: Nothing yet.

ORI: Nothing here.

THORIN: Keep searching! GLOIN: That jewel could be anywhere.

THORIN: The Arkenstone is in these halls.

-Find it! DWALIN: You heard him.

-Keep looking. THORIN: All of you!

No one rests until...

...it is found.

SMAUG: 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.

MAN: I've got you.

BARD: Take only what you need.

We have a long march ahead.

[IN ENGLISH] Where will you go?

There is only one place.

ALFRID: The Mountain.

You are a genius, sire.

We can take refuge inside the Mountain.

It might smell a bit of dragon, but the women can clean that up.

It'll be safe and warm and dry...

...and full of stores...

...bedding, clothing...

...the odd 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.

AZOG [IN BLACK SPEECH]:

BOLG [IN BLACK SPEECH]:

[IN ENGLISH] You saw something out there.

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

Bolg, spawn of Azog the Défiler.

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.

FEREN [IN ELVISH]:

[IN ELVISH]

[IN ENGLISH] You may tell my father...

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

Legolas.

It is your king's command.

[IN ELVISH]

[IN ENGLISH] I ride North. Will you come with me?

To where?

To Gundabad.

[GANDALF SPEAKING IN ELVISH]

[MUMBLING]

[GROWLS]

ORC [IN BLACK SPEECH]:

[ORC SPEAKING IN BLACK SPEECH]

[SNARLS]

I come for Mithrandir...

...and I will leave with him.

If you try to stop me...

...I will destroy you.

[ROARS]

[GALADRIEL GRUNTS]

SAURON [IN BLACK SPEECH)]:

Nine...

...for mortal Men doomed to die.

SAURON:

I am not alone.

Are you in need of assistance, my lady?

[NAZGUL SNARLING]

You should've stayed...

...dead.

[ALL GRUNTING]

Mithrandir...

...come back.

[GRUNTING]

[GASPING]

He is here.

Yes.

The darkness has returned.

RADAGAST: 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!

[NAZGUL SCREECHING]

SAURON:

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]

[IN ELVISH]

[IN NORMAL VOICE] The spirit of Sauron endured.

And has been banished.

He will flee into the East.

ELROND [IN ENGLISH]: Gondor...

...should be warned.

They must set a watch on the walls of Mordor.

SARUMAN: No.

Look after the Lady Galadriel.

She has spent much of her power.

Her strength is failing.

Take her to Lothldrien.

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.

GANDALF: I need that horse. RADAGAST: What?

-Gandalf, where are you going? -To warn Erebor.

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

...with my own eyes, rank upon rank of Moria Orcs.

You must summon our friends, bird and beast.

The battle for the Mountain is about to begin.

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 dicky sometimes.

You just have to twiddle with the top.

I expect you'll manage.

THORIN: It is here in these halls.

I know it.

DWALIN: We have searched and searched.

THORIN: Not well enough.

DWALIN: Thorin, we all would see the stone returned.

THORIN: And yet, it is still not found!

Do you doubt the loyalty of anyone here?

The Arkenstone...

...is the birthright of our people.

THORIN: 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 Thorin...

...had the Arkenstone...

...or 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.

Would it stay his madness?

No, laddie.

I fear it would make him worse.

Perhaps it is best...

...it remains lost.

THORIN: What is that?

In your hand.

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.

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

One day, it'll 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--

DWALIN: Thorin.

Survivors from Lake-town...

...they're streaming into Dale.

There's hundreds of them.

Call everyone to the gate.

To the gate!

Now!

[CHATTERING]

BARD: Come on.

-Keep moving. ALFRID: Sire!

Sire!

Up here!

Look, sire! The braziers are lit.

So...

...the Company of Thorin Oakenshield survived.

Survived?

There's a bunch of Dwarves with all that gold?

I 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.

PERCY: Come on, hurry along now. BARD: Alfrid.

You'll take...

...the night watch.

BOFUR: Up it goes!

DWALIN: That's it.

I want this fortress made safe by sunup.

This Mountain was hard-won.

I will not see it taken again.

The people of Lake-town have nothing.

They came to us in need.

They have lost everything.

Do not tell me what they have lost.

I know well enough their hardship.

Those who have lived through dragon fire...

...should rejoice.

They have much...

...to be grateful for.

More stone.

Bring more stone to the gate!

DWALIN: That's it.

[BABY CRYING]

MAN 1: These children are starving. MAN 2: We need food.

MAN 1: We won't last three days. PERCY: Bard...

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

PERCY: It'll be all right. Don't worry.

WOMAN: We need more water.

The children, the wounded and the women come first.

MAN 3: Here you are.

BARD: 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. -l heard you needed aid.

[CHATTERING]

Here you go.

MAN 1: Pass it back.

MAN 2: Another one.

BARD: 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 EIf Lord who will pay a pretty price for these.

BARD: 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.

GLOIN: 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?

THORIN: Perhaps it is because I am expecting to be robbed.

BARD: My lord...

...we have not come to rob you...

...but to seek fair settlement.

Will you not speak with me?

[CAWING]

I am listening.

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

...l ask that you honor your pledge.

A share of the treasure...

...s0 that they might rebuild their lives.

I will not treat with any man...

...while an armed host lies before my door.

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

And your threats do not sway me.

What of your conscience?

Does it not tell you our cause is just?

My people offered you help.

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

When did 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...

iyt

[GRUNTS]

BILBO: 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. -l 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.

THORIN: Master Baggins, come here.

You're going to need this.

Put it on.

This vest is made of silver steel.

Mithril...

...it was called by my forebears.

No blade can pierce it.

I look absurd.

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

It is a gift.

A token of our friendship.

True friends are hard to come by.

I have been blind...

...but now I begin 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. -Now, uh...

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

Now, 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.

It was nobly done, but the treasure...

...does not belong to the people...

...of Lake-town.

This gold...

...Is ours.

And ours alone.

By my life...

...l will not part...

...with a single coin.

Not...

...one...

...piece of it.

TAURIEL: 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 armories.

Forged their weapons of war.

TAURIEL: A light. I saw movement.

LEGOLAS: 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.

-Unh! GANDALF: Let me through!

Make way!

[MAN SHOUTING INDISTINCTLY]

[MEN GRUNT]

ALFRID: No, no.

No! Oi! You!

Pointy hat!

Yes.

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

...nor vagabonds here.

We got enough trouble without the likes of you.

Off you go. On your horse.

Who's in charge here?

Who is asking?

GANDALF: 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.

This is the gateway...

...to reclaiming the lands of Angmar in the North.

If that fell kingdom should rise again...

...Rivendell, Lérien, the Shire...

...even Gondor itself, will fall.

These Orc armies you speak of, Mithrandir...

...where are they?

RAGASH [IN BLACK SPEECH)]:

AZOG [IN BLACK SPEECH]:

[RUMBLING]

[WERE-WORM ROARS]

TAURIEL [IN ELVISH]:

[SCREECHING]

LEGOLAS: These bats are bred for one purpose.

[IN ENGLISH] For what?

For war.

[SHOUTING IN BLACK SPEECH]

[HORNS BLOWING]

[IN ELVISH]

[IN ELVISH]

[SHOUTING IN BLACK SPEECH]

[ALL GRUNTING AND YELLING]

DWALIN: Come on, let's get those blades sharpened.

GLOIN: Aye. Blasted Elves.

DWALIN: You swing an ax at it? GLOIN: No, brother.

BOFUR: 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]

GANDALF: Since when has my counsel counted for so little?

What do you think I'm trying to do?

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?

FEREN: Yes, my lord. -Give the order.

If anything moves on that Mountain...

. WKill it

The Dwarves are out of time.

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. BILBO: That won't stop them.

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

They will fight to the death.

Bilbo Baggins.

THRANDUIL: 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.

BARD: 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 difficuilt.

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.

GANDALF: 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.

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.

ALFRID: 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.

THORIN: What payment?

I gave you nothing.

You have nothing.

We have this.

KILI: 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 are taking us for fools.

This is a ruse.

A filthy lie.

The Arkenstone is in this Mountain!

It is a trick!

BILBO: 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.... THORIN: 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?

THORIN: Never again will I have dealings with Wizards!

Go.

Or Shire rats!

BARD: 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.

GANDALF: Thorin...

...lay down your arms.

Open these doors.

This treasure...

...will be your death.

BALIN: Thorin, we cannot...

...win this fight.

BARD: Give us your answer.

Will you have peace...

...or war?

[CAWS]

I will have war.

[RUMBLING]

Ironfoot.

[SHOUTING]

[ALL SHOUTING]

[SHOUTS IN ELVISH]

DAIN: 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.

DAIN: 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 rabbile...

...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 down.

I will not stand down before any EIf.

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...

.wait!

[ALL SHOUTING]

Let them advance.

See how far they get.

DAIN: You think I give a dead dog for your threats...

...you pointy-eared...

...princess?

You hear that, lads? We're on!

Let's give these bastards a good hammering!

[SHOUTING 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.

[DWARF SHOUTS IN DWARVISH]

[SHOUTING IN ELVISH]

GANDALF: Thranduil!

This is madness!

[ALL SHOUTING]

[SHOUTING IN ELVISH]

[SHOUTING IN DWARVISH]

[ALL SHOUTING]

DAIN: How do you like that, the old twirley-whirlies?

Ha, ha, you buggers!

[SHOUTING IN ELVISH]

[CHATTERING]

[RUMBLING]

Were-worms.

[ROARING]

Oh, come on.

[IN BLACK SPEECH,]

[HORN BLOWING]

[SHOUTING IN DWARVISH]

The hordes of hell are upon us!

Fight to the death!

[ALL GRUNTING AND SNARLING]

FILI: I'm going over the wall. Who's coming with me?

OIN: Aye! DWALIN: Come on, let's go!

THORIN: Stand down. ORI: What?

Are we to do nothing?

I said, stand down!

The Elves.

Will they not fight?

[SHOUTING IN DWARVISH]

DAIN: Charge!

Yes!

[SPEAKING IN DWARVISH]

BILBO: Uh, Gandalf?

Is this a good place to stand?

[IN BLACK SPEECH,]

[HORN BLOWING]

[SPEAKING IN ELVISH]

[HORN BLOWING]

[ROARING]

[ORC SHOUTING IN BLACK SPEECH]

[ALL SHOUTING IN CADENCE]

Azog.

He's trying to cut us off.

BARD: All of you!

Fall back to Dale!

Now!

GANDALF: 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]

ALFRID: Charge! Onward!

To the death!

[SCREAMING]

SIGRID: Da!

BOTH: Da!

BAIN: Here! TILDA: We're down here!

[SNARLS]

[SCREAMING]

BARD: Bain!

Sigrid! Get down!

[GRUNTING]

[SHOUTING AND GRUNTING]

[DAIN SHOUTING IN DWARVISH]

Listen!

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.

Then my sword is yours to command. Get up!

Look after them.

Shift it, granny!

Make for the Great Hall!

ALFRID: Out of my way!

Abandon the cripples!

[ORCS GROWLING]

[IN BLACK SPEECH,]

You buggers!

Where's Thorin?

We need him! Where is he?

[IN BLACK SPEECH,]

[HORN BLOWING]

Fall back!

DWALIN: 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...

.thatis it.

We must move the gold further underground...

-...to safety. -Did you 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.

-l 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.