The Hobbit: The Desolation of Smaug

The Hobbit: The Desolation of Smaug is a film, the second part of The Hobbit film series. It was released on December 13, 2013. It grossed over $960 million worldwide. The film is the fifth Middle-Earth film adaptation to be released and the second chronologically.

Etymology
The film itself is named after the dragon Smaug and the wastes surrounding his lair. The dragon's name, Smaug, derives from the Old English smeag (of or pertaining to a worm).

Plot
On a rainy evening in Bree, Thorin Oakenshield discreetly arrives at the Prancing Pony, where he encounters Gandalf the Grey, who warns Thorin Oakenshield that someone is trying to have him killed. He persuades Thorin to march upon the Lonely Mountain and obtain the Arkenstone to unite the dwarves of Erebor, and suggests that a stealthy burglar may be needed to steal the jewel back from the great dragon Smaug that has claimed Erebor. Twelve months later, Thorin and his company are being pursued by Azog and his Orc party down the Carrock following the events of the previous film. Bilbo, who is on a ridge scouting out the surrounding area, spots a massive bear stalking them nearby, and returns to inform the group of the bear's presence. Gandalf expresses familiarity with the beast, and reveals he knows of a dwelling nearby where they can seek shelter.

The bear suddenly picks up their scent and gives chase, forcing the company to make a desperate run for the house. Upon their arrival, they are attacked by the bear but manage to repel it by barring the door to the house. Gandalf reveals that it is the home Beorn, a skin-changer who is in fact the bear they have been fleeing from; as a bear, Beorn is violent and unpredictable in nature, but as a man he is more prone to reason, and that he may be able to aid them in their journey.

That night, Azog and his war band watch Beorn's house from a distance, though Azog is unwilling to attack the settlement as Beorn is guarding the house in his bear form. Suddenly, Bolg, Azog's son, appears and informs Azog that he has been summoned to Dol Guldur by the Necromancer. Azog arrives at Don Goldur, where the Necromancer instructs him to abandon his pursuit of the dwarven company to lead the Necromancer's armies. Azog reluctantly obeys, instructing Bolg to take over the hunt for the dwarves in his stead.

The next day, Beorn, having transformed back into his human form, discusses the dwarves's quest with the company, expressing doubt that they will reach the forest of Mirkwood alive due to the increasing numbers of Orcs roaming the lands of late. He expresses his disdain for dwarves, but admits that he harbors a far greater hatred of Orcs, having had his kind all but wiped out by Azog and the Orcs of Gundabad for sport. He agrees to loan his horses to the company so that they can safely reach Mirkwood, and transforms back into a bear in order to hinder the pursuing Orcs led by Bolg.

Upon arriving at the forest's edge, Gandalf discovers Black Speech graffiti imprinted on an old ruin, coinciding with a telepathic message from Galadriel imploring him to investigate the High Fells of Rhudaur. Without giving any reason for his sudden departure, Gandalf advises the company to follow the Elven path though Mirkwood, and to wait for him before entering the Lonely Mountain. The dwarves make their way into the labyrinthian forest, traveling for days without seeing sunlight or any sign of reaching the other side of the forest, and paranoia begins to set in amongst the group.

The dwarves eventually reach a chasm where the path runs off, and begin to succumb to hysteria upon realizing they have lost their way. Bilbo climbs a tree to try and get their bearings, and upon reaching the forest canopy he finds they have nearly reached the other side forest and sees Long Lake in the distance. He excitedly calls down his discovery to his companions, but myseriously receives no reply. Suddenly, Bilbo notices the trees moving off in the distance, and begins climbing down when he realizes his whatever it is is moving towards them. In the process of climbing down, he loses his footing on a web and falls into an even larger web, revealed to have been spun by a giant spider, who promptly attacks and cocoons him.

Bilbo awakens some time later to find that he and the rest of his companions have all been captured, cocooned, and taken to a massive spider nest by a large number of Great Spiders. One of them prepares to carry Bilbo's cocooned body over to where the others are, which prompts Bilbo to spring into action, driving his sword through the webbing and impaling the spider's underbelly and sending it tumbling to the forest floor below. Bilbo quickly frees himself and hides behind a tree, slipping on the Ring, which he discovers allows him to hear and understand the giant spiders, who are excitedly planning to devour the entire group. Bilbo grabs a rock and throws it to the forest floor, distracting the spiders and allowing him to free the dwarves while the spiders investigate source of the noise. However, one spider lingers behind hoping to sample one of the dwarves before the others return. Bilbo sneaks up on it while still invisible and attacks it, slashing it several times and eventually stabbing it with his sword. causing it to cry out that the sword "stings" before falling to his death. Bilbo, struck by the spider's dying remark, decides to call his sword Sting, and sets about freeing the others.

However, the spiders quickly return and a battle breaks out, during which Bilbo drops the Ring. He eventually relocates it and kills a crab-like spider who has taken possession of it. Upon being reunited with the Ring, Bilbo begins to realize that it may be beginning to exert a corrupting influence over him as he realizes he is growing increasingly unwilling to part with it. Meanwhile, the dwarves continue to battle the giant spiders, and are in danger of being overwhelmed until the sudden appearance of two wood elves, Legolas and Tauriel, who dispatch the remaining spiders. Suddenly, an entire squad of elven rangers appears, easily outnumbering the dwarven company, and Legolas orders them to search the dwarves. Upon discovering that Thorin is in possession of an elvish blade, Legolas orders them to be taken as prisoners, refusing to believe that he came into possession of the sword voluntarily.

The elvish rangers bring the dwarves to the wood elven kingdom of Mirkwood, unaware that Bilbo is following them under the protective cloak of the Ring, managing to just barely slip inside of the front gates undetected. While the others are placed in cells, Thorin is brought before Legolas' father, King Thranduil, who reveals that he knows why Thorin seeks to return to the Lonely Mountain, offering to help Thorn if he shares some of Erebor's wealth with him. Thorin appears to consider the offer for a moment before angrily refusing, reminding Thranduil that the elves did not come to the dwarves' aid during the sacking of Erebor. Incensed, Thranduil has Thorin thrown into the dungeons with the others until he feels more agreeable to his offer. Meanwhile, Tauriel approaches Kili's cell, where he is examining a talisman, and they engage in conversation, and although they hail from different worlds, they both clearly share a mutual curiousity of one another. Balin is angered that Thorin so callously dismissed their one chance at bargaining with the elves, but Thorin reveals that he has been aware that Bilbo has was tailing them in secret, and Bilbo suddenly appears, having stolen a key to the cells from the wine cellars.

Upon freeing them, Bilbo helps the Dwarves to escape by using empty wine barrels, which are sent floating down the river. Along the way, they are ambushed by Bolg and his Orc party, while the elves pursue the Dwarves to halt their escape. In the ensuing chaos, Kili is shot wounded by a poisoned Morgul arrow while attempting to raise the portcullis barring the passage to the river. Legolas and Tauriel are forced to halt their pursuit of the Dwarves in order to end the Orc onslaught, allowing the dwarves and Bilbo to escape. One orc captive is imprisoned and questioned by Thranduil. When the orc reveals to Thranduil that "The One" has returned, he quickly decapitates the orc and orders the kingdom to be sealed off to protect it from the impending evil. However, Tauriel leaves to save Kili, who she learns has been poisoned by the orc's arrow, and Legolas reluctantly pursues her once he learns she has left.

Subsequently, the Company reaches the shores of Long Lake where they are ambushed by the Bard, who keeps them at bay after displaying considerable skill with a bow and arrow. The situation is defused when Balin correctly guesses that Bard is a bargeman from Esgaroth, also known as Lake-town, where the descendants of Dale made their home, and where the Master of Laketown rules with an iron fist. The Master is a greedy and corrupt man who cares little for the welfare of his people and is especially suspicious of Bard, whom he believes is the leader behind a growing resistance to his rule. Bard manages to sneak the company into Lake-town by smuggling them in fishing barrells, although he is nearly caught by Alfrid, the Master's second-in-command, who is suspicious of Bard as he is not licensed to bring in shipments of fish from Mirkwood. After convincing Alfrid to not dump the barrells of fish as morale is low in Lake-town due to dwindling food supplies, Bard sneaks the dwarves into his home.

The group attempt to steal weapons before being captured and in the process learn that Bard is a descendant of Dale's ruler, Girion, who died attempting to kill Smaug with Black Arrows during the fall of Dale. The dwarves are brought before the Master and the rest of the town, where Thorin reveals his identity and his company's quest, and convinces the townfolk and the Master that they will share the riches of the recaptured mountain if they are provided weapons and boats and allowed safe passage to the mountain. The Master readily agrees, and the adventurers receive a grand send-off. However, Thorin orders he injured Kili to remain behind, causing Fili to insist on staying with him, and  Oin, Fili, and Bofur elect to remain to tend him in Bard's house.

Meanwhile, Gandalf finally reaches the High Fells, revealed to be a chamber built precariously into the side the a mountain and barred by an iron gate, which has been ripped open violently. As Gandalf steps inside, he slips and begins sliding down a slanted chute leading to a bottomless chasm, nearly falling to his death but managing to land on a narrow staircase built into the wall at the base of the chute just in time. It is immediately clear that the place was neither meant to be found nor left once entered, but Gandalf continues his descent down into the darkness nonetheless. He reaches a chamber built into the wall whose iron gate has also been crudely smashed, where it is revealed to hold a tomb whose massive stone lid broken has been broken in two from the inside and now lies empty.

Gandalf is startled by the sudden appearance of Radagast, who questions why they have chosen to meet there. Gandalf reveals that the chamber was designed to hold a being whose name has long been forgotten, and would be known only as a "servant of evil." Gandalf then shines his staff down the chasm to reveal the presence of eight similar chambers, all similarly broken out of by their captors, indicating that the chamber is the prison of the Nazgul, Sauron's most terrible servants. Outside of the High Fells, Gandalf and Radagast discuss the Nazgul's reawakening, and Gandalf asserts that they have been summoned to Dol Guldur by the Necromancer. When Radagast asserts that no human sorcerer could possess such powerful dark magic, Gandalf relays his growing suspicion that the Necromancer is actually Sauron in disguise, still too weak to assume his true form, as the Nazgûl answer only to their one true master. Gandalf then prepares to return to the dwarven company, but Radagast insists that they  must investigate Dol Guldur at once. Gandalf counters that the dwarves are in great danger without him, but Radagast reminds him that if Sauron has indeed returned, the entire world is in danger.

Reluctantly convinced by Radagast's words, the two return to the entrance to Dol Guldur, where Gandalf orders Radagast to warn Galadriel of their discovery. Gandalf draws his sword and enters Dol Guldur alone, chanting incantations to undo the enchantment creating the illusioned that the fortress is abandoned. Suddenly, the enchantment dissapates and Gandalf is caught off guard by Azog, who reveals that Dol Guldur is in fact a secret staging ground for a massive orc army. Gandalf keeps the orcs at bay with his staff and demands to know where their master is, to which Azog replies that "he is everywhere." Gandalf, gravely outnumbered, attempts to escape by casting a spell of blinding light to disorient Azog and brings down a huge section of the fortress wall to prevent the orcs from following him.

However, as he reaches the entrance the Necromancer appears as a massive incorporeal being of dark energy. The two engage in a battle of light and dark as the Necromancer launches a barrage of shadow energy at Gandalf, who repels it with a force field. After an intense standoff, Gandalf is eventually overwhelmed by the Necromancer, who appears wreathed in flames, disintegrating Gandalf's staff and telepathically pinning him to a wall. Gandalf's worst suspicions are confirmed as the Necromancer reveals himself to indeed be Sauron, who imprisons him in a cage and forces him to watch in horror as the orc army marches towards the Lonely Mountain.

Thorin and Company eventualy reach Dale, which Balin reveals has stood in ruins for two hundred years since Smaug's arrival, and that the blasted lands around Erebor have become remained uninhabited and become known as the "Desolation of Smaug. The group finally reach the great gates of Erebor, and Bilbo manages to locate a secret stairway built into one of the massive dwarven statues guarding the mountain's entrance. Once at supposed location of the secret doorway, the dwarves desperately search for the hidden keyhole as the sun begins to set, but are unable to find it before the sun's rays disappear from sight. Utterly disheartened, the dwarves begin to make their way home, but Bilbo stays behind, refusing to give up so easily, and notices a thrush knocking at the wall. Suddenly, the moon appears and illuminates the secret door, and Bilbo realizes that it was in fact the last moon of autumn that the map spoke of. He calls to the group, who return and successfully open the secret door into the mountain. Once inside, Balin reveals the true purpose for bringing Bilbo along: He is to sneak into Erebor's treasure chamber and steal the Arkenstone without being detected by Smaug.

Bilbo enters the abandoned dwarven kingdom and reaches the famed treasure hoard, a vast ocean of gold and jewels. He begins vainly searching for the Arkenstone, unwittingly causing a landslide that unveils Smaug, who is sleeping underneath the mountains treasure. Bilbo is dismayed to find that Smaug is enormous, far larger than he had anticipated, and is forced to put on the Ring to remain hidden when Smaug stirs from his sleep when he realizes someone is in the chamber with him. Smaug emerges from the sea of treasure and begins searching for Bilbo, beckoning him to come out of hiding as he can sense and smell his presence. When Smaug gets too close, Bilbo is overcome with fear and attempts to run, alerting Smaug, who gives chase after him through the chamber.

Bilbo evades the dragon and hides behind a massive pillar, still under the cloak of the Ring. Smaug continues his search, claiming that he is aware of the Ring in Bilbo's possession, claiming that he senses that Bilbo has something "made of gold, but far more precious," which in turn forces the hobbit to remove the ring in front of him. He is amused by Bilbo's knowledge of who he is, and begins conversing with the Hobbit in order to deduce his origins. Bilbo lies and says he traveled alone to witness Smaug for himself, but Smaug reveals he knows that Bilbo has come there with dwarves seeking to reclaim the mountain. Smaug also reveals his knowledge of the growing threat from Sauron, stating that the quest to reclaim Erebor is ultimately futile as Sauron is preparing to openly declare himself once more. Smaug then discerns the Hobbit's true intentions to steal the Arkenstone from him, and claims that he is almost tempted to let Bilbo take it in order to watch it consume Thorin as it did Thror. At this point Smaug tires of their  banter and immediately tries to eat Bilbo, but Bilbo uses the ring to evade him, causing Smaug to fly into a rage and unleash a torrent of flames around the treasure chamber in an attempt to roast the hobbit alive before he can escape.

In Laketown, Bard hears the rumbling caused by Smaug's awakening and attempts to affix the last Black Arrow to the town's wind lance, but is arrested. Oin, Fili, Bofur, and Bard's daughters are attacked by Bolg's hunting party, who has been pursuing them since their narrow escape in Mirkwood, before Legolas and Tauriel arrive and drive them off, with the latter remaining behind to tend to Kili. As Tauriel attempts to heal Kili's wound, Legolas pursues the remaining orcs, engaging in a vicious duel with Bolg that ends in a stalemate and Bolg narrowly escaping on his warg to warn Azog that the dwarves have entered the Lonely Mountain. Tauriel successfully cleanses Kili's body of the Morgul poison, and in a dreamlike state, Kili admits his love for Tauriel.

Outside of Erebor, Balin expresses his concern over Thorin's obssession with reclaiming the Lonely Mountain's treasure at the expense of Bilbo's life, and the other dwarves convince Thorin that they must help Bilbo. Thorin enters Erebor alone and is immediately overhwlemed by the sight of the treasure hoard, gripped by the sickness of greed that lies over it. Bilbo appears, warning Thorin that they have to leave, but Thorin halts him with his sword, demanding to know if Bilbo located the Arkenstone. Bilbo is shocked and refuses to give Thorin a straight answer, but their standoff is interrupted by the appearance of Smaug at the other end of the chamber. Suddenly, the rest of the dwarves rush in with swords drawn, enraging Smaug further, who charges after them and attempts to burn them to death with his fire breath. They  manage to elude him, and he begins silently stalking the abandoned halls in search of them. They sneak towards a service passage out of Erebor only to find it blocked off and littered with mummified corpses, and realize he is blocking their only other route out of the mountain. Refusing to die like their kin, the dwarves hatch a desperate plan to lead Smaug to Erebor's forges in hopes that they can trick him into rekindling the smelting vats with his fire breath.

They return to the main hall and are immediately spotted by Smaug, initiating a perilous game of cat an mouse through the halls of the mountain, with the dwarves doing everything in their power to encumber the pursuing dragon as they race towards the entrance to Erebor. They reach the forges and Thorin goads Smaug into unleashing his flames at them, tricking him into relighting the great forges. They then evade the dragon as he attempts to kill them and are eventually split up in the chaos, with Thorin commanding them all to make a run for the Gallery of Kings. Smaug spots Bilbo and chases after him, and he is quickly overrun by the dragon once they reach the Gallery of Kings. Smashing through the Gallery's wall, Smaug furiously roars that he finally understands that Bilbo and the Dwarves were aided by the men of Esgaroth, and leaves to destroy the town. Bilbo cries out in protest, claiming the people of Lake-town are innocent. Smaug stops in his tracks, and cruelly expresses his pleasure in Bilbo's compassion, proclaiming that he can watch them all die.

As Smaug turns to leave again, Thorin appears atop a giant stone cast at the other end of the hall and taunts him. As the dragon reaches Thorin, the dwarf proclaims that they will have their revenge and yells out to the other dwarfs, who are revealed to be holding enormous chains attached to the stone cast upon which Thorin is standing. The dwarves pull the chains, causing the stone cast to fall apart and unveiling an enormous, freshly casted golden statue of a dwarf. Smaug gazes in awe of the statue, which suddenly explodes in a flood of molten gold and buries the engulfs the dragon. However, Smaug survives the scalding gold and erupts from the molten pool, roaring that he will show the dwarves what revenge really is. He smashes through the walls of the mountain, shakes off his gold coating, and takes flight. Smaug flies off towards Lake-town, and the film ends with him uttering "I am Fire, I am.....Death!" as he soars towards the unsuspecting town, leaving Bilbo and the others in horror at what they have unleashed.

Cast
In addition to the previous cast from The Hobbit: An Unexpected Journey, Lee Pace, Orlando Bloom, Evangeline Lilly, Luke Evans and Mikael Persbrandt join the cast.

The film gives Bard two additional daughters, Tilda and Sigrid

Main Cast

 * Ian McKellen as Gandalf
 * Martin Freeman as Bilbo
 * Richard Armitage as Thorin
 * Ken Stott as Balin
 * Graham McTavish as Dwalin
 * William Kircher as Bifur
 * James Nesbitt as Bofur
 * Stephen Hunter as Bombur
 * Dean O'Gorman as Fili
 * Aidan Turner as Kili
 * John Callen as Oin
 * Peter Hambleton as Gloin
 * Jed Brophy as Nori
 * Mark Hadlow as Dori
 * Adam Brown as Ori

Minor

 * Orlando Bloom as Legolas
 * Evangeline Lilly as Tauriel
 * Lee Pace as Thranduil
 * Cate Blanchett as Galadriel
 * Benedict Cumberbatch as Smaug
 * Mikael Persbrandt as Beorn
 * Sylvester McCoy as Radagast
 * Luke Evans as Bard
 * Stephen Fry as Master of Lake-town
 * Ryan Gage as Alfrid
 * John Bell as Bain
 * Peggy Nesbitt as Sigrid
 * Mary Nesbitt as Tilda
 * Manu Bennett as Azog
 * Lawrence Makoare as Bolg
 * Ben Mitchell as Narzug
 * Stephen Ure as Fimbul
 * Craig Hall as Galion
 * Robin Kerr as Elros
 * Eli Kent as Lethuin
 * Simon London as Feren
 * Luke Evans as Girion
 * Brian Sergent as Spiders
 * Peter Vere-Jones
 * Benedict Cumberbatch as Necromancer
 * Mark Mitchenson as Braga
 * Kelly Kilgour as Soury
 * Sarah Peirse as Hilda Blanca
 * Nick Blake as Percy
 * Dallas Barnett as Bill Ferny Sr.
 * Matt Smith as Squint
 * Katie Jackson as Betsy Butterbur
 * Richard Whiteside as Butterbur Snr.
 * Greg Ellis as Net Mender
 * Ray Henwood as Old Fisherman
 * Tim Gordon as Stallkeeper
 * Jabez Olssen as Fish Monger
 * Stephen Colbert as Lake-town Spies
 * Evelyn McGee
 * Stephen Colbert
 * Peter Colbert
 * Norman Kali
 * Carter Nixon
 * Zane Weiner
 * Allan Smith as Orc Underling

Extended Edition only

 * Sir Antony Sher as Thráin II

Breelanders

 * Gary French

Gundabad Orcs

 * Kevin Estey
 * Craig Young
 * Many unknowns

Mirkwood Elves

 * Jared Kirkwood
 * Many unknowns

Lake-town Residents

 * Mohammad Al-Tahad
 * Mohammed Amir
 * Claudia Banas
 * Rodney Bane
 * Tony Burton
 * Colleen Cleary
 * Paul Craze
 * Joan Z. Dawe
 * Joseph Gordon
 * Sheroiz Hakimudin
 * Zoe Harvey
 * Chris Hewer
 * Christian Hipolito
 * Alan Lee as Lake-town Musician
 * Simon McArthur
 * Shirley McGregor Howes
 * Thomasin McKenzie as Astrid
 * Dallas McKinley as Lake-town Guard
 * Liz Merton as Laketowner
 * Keith Mole
 * Hilary Morris
 * Stephen O'Neill
 * Ivy Rose Padilla
 * Dinah Priestley
 * Fiona Simpson
 * Christopher Winchester

Deviations from the book
Main article: Tolkien vs. Jackson: Differences Between Story and Screenplay


 * The enchanted river that makes causes drowsiness to anyone that touches it does not appear in the film.


 * In the book, Thorin was captured separately and kept captive in his own room (he was treated and fed well) when he wouldn't tell his purpose in the woods. The other dwarves weren't told he was there.


 * In the book, the elf-king didn't guess the purpose of the mission was the reconquest of Erebor, and didn't try to make a deal with Thorin.


 * In the book, the elf-king at first allowed the other dwarves to move about freely within his halls, but he finally locked them up, each to his own cell, because they were being obnoxious and insulting.


 * In the book, Bilbo hid the dwarves in the barrels (closed up, not opened) while the chief guard and Galion the butler were asleep, and later the elves themselves pushed the barrels (which they thought were empty) through the trapdoor and opened the portcullis at the water-gate to let the barrels into the river.


 * In the book, the portcullis was a grate lowered down across the opening (the water-gate) that let the stream from the cave flow out into the river. In the film, the portcullis was a side-swinging type and it wouldn't have kept anybody inside the cave because it was outside on the river.


 * In the book, there was no pursuit by elves after the escape from the elf-king's halls (where the elves did not yet know how the dwarves had escaped), and there was no orc attack as the barrels floated down the Forest River.


 * Bard the Bowman did not meet the dwarves on the river in the book; elves intercepted the barrels and made them into a raft they steered down the river to Long Lake where men in boats pulled it into Lake-town with the undiscovered dwarves still inside and Bilbo (still wearing his ring) invisibly riding along.


 * Neither Legolas nor Tauriel appear in the book. Tauriel's character was invented for the movies, and does not appear in any of Tolkien's works.
 * In the movies, Peter Jackson greatly changed the story line concerning Azog, having him survive the Battle of Azanulbizar, losing his arm to Thorin instead of his head to Dáin, and thus living to become one of the three main antagonists in the series (the other two are Sauron and Smaug).
 * In the book, Azog is not at Dol Guldur, and the confrontation between Sauron and Gandalf does not occur as in the movie. Gandalf is not captured and whether or not a direct one-on-one confrontation between the two occurred is unknown, but unlikely considering Sauron's diminished power at the time.  In the book, when Gandalf confirms the Necromancer is Sauron, he convinces the White council to attack Dol Guldur, forcing Sauron to retreat.  Sauron, having been ready for this attack however, flees to Mordor and openly declares himself.


 * In Tolkien's stories, Bard the Bowman has only one child, a son named Bain, but he never appears in the book. In the screenplay, Bard has three children, along with Bain, he also has two daughter's, Sigrid and Tilda, and all three appear.


 * In the novel, the last rays of the setting sun on Durin's Day reveal the keyhole to the secret door into the Lonely Mountain, as predicted by the runes on the map. But in the film, the light of the moon reveals the keyhole after the sun has set.


 * The climax of the film is an involved battle between Thorin's dwarves and Smaug inside of The Lonely Mountain. In the novel, the dwarves never see the dragon at all; by the time they head downstairs to the dragon's lair, Smaug is long gone (in fact, although they don't know it, he's already dead).

Extended Edition
The extended edition of The Hobbit: The Desolation of Smaug has 25 minutes of extended footage, and also includes some deleted material:

Extended Scenes

 * Additional flashback scenes during the Battle of Azanulbizar, wherein Thrain II stops his son Thorin from running after Azog.
 * After shifting from bear to man, Beorn meets the Company one by one outside his house.
 * There is a voiceover from Galadriel and a flashback narrating how the Witch-king of Angmar was buried in Rhudaur.
 * In Mirkwood, the Company crosses a river, in which Bombur falls into.
 * Across the river, Thorin and Bilbo come across a white stag. Thorin aims but misses, and Bilbo regards it as bad luck.
 * Additional scene in the Master's study room, where he and Alfrid are talking.
 * The Dwarves are spotted by Laketown guards and a chase ensues. They knock the guards off with pots and pans. Soon after, Bard is confronted by Braga. Bard removes suspicion by showing off a dress and how it would look on Braga's wife.
 * While the Dwarves are taking weapons from the armoury, the Master and Alfrid talk about prophecy.
 * After Thorin and the others are left Laketown, Fili, Oin, and Bofur are carrying an injured Kili. Fili asks for medicine from the Master and Alfrid, who rudely send them away.
 * In Dol Guldur, Gandalf comes across Thrain II. He reveals that he has been tortured by the Orcs, and that Azog the Defiler has stolen the Dwarven Ring of Power and cut off Thrain's index finger. Both are chased off by the orcs, and are soon confronted by the Necromancer. Tendrils of smoke whip out from the Necromancer, grabbing Thrain and killing him.

Deleted Scenes

 * Thranduil interrogates the Dwarves after they have been captured, but the Company claimed to have been only hungry and thirsty.

Soundtrack

 * 1) The Quest for Erebor
 * 2) Wilderland
 * 3) The House of Beorn
 * 4) Mirkwood
 * 5) Flies and Spiders
 * 6) The Woodland Realm
 * 7) Feast of Starlight
 * 8) Barrels out of Bond
 * 9) The Forest River
 * 10) Bard a man of Laketown
 * 11) The High Fells
 * 12) The Nature of Evil
 * 13) Protector of the Common Folk
 * 14) Thrice Welcome
 * 15) Girion, Lord of Dale
 * 16) Durin's Folk
 * 17) In the Shadow of the Mountain
 * 18) Spell of Concealment
 * 19) On the Doorstep
 * 20) The Courage of Hobbits
 * 21) Inside Information
 * 22) Kingsfoil
 * 23) A Liar and a Thief
 * 24) The Hunters
 * 25) Smaug
 * 26) My Armor is Iron
 * 27) I See Fire - Ed Sheeran
 * 28) Beyond the Forest