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in: Movies, The Lord of the Rings Transcripts, HBO Max, and 6 more
The Hobbit: An Unexpected Journey
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The Hobbit:
The Desolation of Smaug
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Transcript

[first lines; old Bilbo is in Bag End and looking at old relics from his
adventures]

Old Bilbo: [voice over] My dear Frodo, you asked me once if I had told you
everything there was to know about my adventures. And while I can honestly say I
have told you the truth, I may not have told you all of it. I am old now Frodo. I’m
not the same hobbit I once was. I think it is time for you to know what really
happened.

[old Bilbo begins writing about his adventures]

Old Bilbo: [voice over] It began long ago in a land far away to the East. The like
of which you will not find in the world today.

[cut to map showing the city of Dale]

Old Bilbo: [voice over] There was the city of Dale. Its markets known far and wide,
full of the bounties of vine and vale, peaceful and prosperous. For this city lay
before the doors of the greatest kingdom in Middle-Earth, Erebor. Stronghold of
Thror, king under the mountain. The mightiest of the dwarf lords. Thror ruled with
utter surety, never doubting his house would endure, for his line lay secure in the
lives of his son and grandson. Ah, Frodo. Erebor. Built deep within the mountain
itself, the beauty of this fortress city was legend. Its wealth lay in the earth,
in precious gems hewn from rock, and in great seams of gold running like rivers
through stone. The skill of the dwarves was unequaled. Fashioning objects of great
beauty, out of diamond, emerald, ruby and sapphire. Ever they delved deeper down
into the dark, and that is where they found it. The heart of the mountain, the
Arkenstone. Thror named it the king's jewel. He took it as a sign, a sign that his
right to rule was divine. All would pay homage to him. Even the great Elven king,
Thranduil. But the years of peace and plenty were not to last. Slowly the days
turned sour, and the watchful nights closed in.

[Thorin watches his father, Thror growing obsessed with the gold he's gathered in
his castle]

Old Bilbo: [voice over] Thror's love of gold had grown too fierce. A sickness had
begun to grow within him. It was a sickness of the mind. And where sickness thrives
bad things will follow. The first they heard was a noise like a hurricane, coming
down from the North. The pines on the mountain creaked and cracked in the hot dry
wind.

Thorin: Balin, sound the alarm. Call out the guards, do it now!

Balin: What is it?

Thorin: Dragon.

[Thorin turns, runs inside and shouts out the warning]

Thorin: Dragon!

Old Bilbo: [voice over] He was a Firedrake from the North.

[Smaug starts attacking Erebor by breathing fire everywhere]

Old Bilbo: [voice over] Smaug had come!

[Smaug starts destroying the city of Dale]

Old Bilbo: [voice over] Such wanton death was dealt that day, for this city of men
was nothing to Smaug. His eye was set on another prize. For dragons covet gold with
a dark and fierce desire.

[as Smaug starts attacking Erebor, Thror takes the Arkenstone and makes a run for
it, then he sees Smaug finding all the hidden gold]

Thror: No!

[Thorin finds Thror and grabs a hold of him, dragging him away from the scene]

Old Bilbo: [voice over] Erebor was lost. For a dragon will guard his plunder as
long as he lives.

[as everyone left in Erebor is making a run for it]

Thorin: Run for your lives!

[to the Elves who are watching from a distance]

Thorin: Help us!

[Thranduil does nothing]

Old Bilbo: [voice over] Thranduil would not risk the lives of his kin against the
wrath of the dragon. No help came from the Elves that day. Nor any day since.

[Thorin watches in anger as the Elves leave]

Old Bilbo: [voice over] Robbed of their homeland, the dwarves of Erebor wandered
the wilderness. The once mighty people brought low. The young dwarf prince took
work where he could find it, laboring in the villages of men. But always, he
remembered the mountain smoke beneath the moon, the trees like torches blazing
bright, where he had seen dragon fire in the sky, and a city turn to ash. And he
never forgave, and he never forgot.

[back to old Bilbo in Bag End continuing to write his story]

Old Bilbo: [voice over] That, my dear Frodo, is where I come in. For quite by
chance, and the will of a wizard, fate decided I would become part of this tale. It
began... well, it began as you might expect. In a hole in the ground, there lived a
hobbit. Not a nasty, dirty wet hole full of worms and oozy smells. This was a
hobbit hole. And that means good food, a warm hearth, and all the comforts of home.

[as Bilbo is writing his adventures down, Frodo enters the room bringing him his
mail]

Old Bilbo: Thank you.

[referring to the picture of Bilbo drawn when he was young]

Frodo: What's this?

Old Bilbo: That is private. Keep your sticky paws off!

[Frodo tries to lean in to read from the book but Bilbo closes it]

Old Bilbo: It's not ready yet.

Frodo: Not ready for what?

Old Bilbo: Reading.

[Bilbo flicks through his mail]

Old Bilbo: What on earth are these?

Frodo: Replies to the party invitations.

Old Bilbo: Ah! Good gracious! Is it today?

Frodo: They all say they're coming, except for the Sackville-Bagginses, who are
demanding you ask them in person.

Old Bilbo: Are they, indeed. Over my dead body.

Frodo: They'd probably find that quite agreeable. They seem to think you have
tunnels overflowing with gold.

Old Bilbo: It was one small chest, hardly overflowing. And it still smells of
troll.

[Bilbo starts hiding his silverware and expensive household items]

Frodo: What on earth are you doing?

Old Bilbo: Taking precautions. You know I caught her making off with the silverware
once.

Frodo: Who?

Old Bilbo: Lobelia Sackville-Baggins. She had all my spoons stuffed in her pockets.
Dreadful woman. Make sure you keep an eye on her after I'm... When I'm... when...

Frodo: When you're... what?

Old Bilbo: It's nothing. Nothing.

Frodo: You know, some people are beginning to wonder about you, uncle.

Old Bilbo: Hmm?

Frodo: They think you’re becoming odd.

Old Bilbo: Odd?

Frodo: Well, unsociable.

Old Bilbo: Unsociable, me? Nonsense. Be a good lad and put that on the gate.

[he gives Frodo the sign he’s just written, ‘no admittance, except on party
business’, which Frodo nails onto the gate as Bilbo steps out of Bag End]

Frodo: Do you think he’ll come?

Old Bilbo: Who?

Frodo: Gandalf.

Old Bilbo: Oh, he wouldn’t miss a chance to let off his whiz poppers. He’ll give us
quite a show, you’ll see.

Frodo: Right then. I am off.

Old Bilbo: Off to where?

Frodo: Eastfarthing woods. I’m going to surprise him.

Old Bilbo: Well, go on then. You don’t want to be late.

[Frodo runs off]

[Bilbo settles outside on his bench to smoke, reminiscing about his adventures]

Old Bilbo: [voice over] He doesn’t approve being late. Not that I ever was. In
those days, I was always on time. I was entirely respectable, and nothing
unexpected…ever happened.

[scene is cut to 60 years earlier; young Bilbo sits on the very same bench,
smoking, when he is interrupted by Gandalf]

Bilbo: Good morning.

Gandalf: What do you mean? Do you mean to wish me a good morning, or do you mean
that it is a good morning whether I want it or not? Or perhaps you mean to say that
you feel good on this particular morning? Or are you simply stating that this is a
morning to be good on?

Bilbo: All of them at once, I suppose.

[Gandalf looks at Bilbo thoughtfully making Bilbo feel uncomfortable]

Bilbo: Can I help you?

Gandalf: It remains to be seen. I’m looking for someone to share in an adventure.

Bilbo: An adventure? No, I don’t imagine anyone west of Bree, would have much
interest in adventures. Nasty, disturbing, uncomfortable things. Make you late for
dinner!

[Bilbo gets up to collect his mail from his mailbox and awkwardly backs away]

Bilbo: Good morning!

[Bilbo turns and starts walking back towards his front door]

Gandalf: To think that I should have lived to be good- morninged by Belladonna

Took’s son, as if I was selling buttons at the door!

[Bilbo turns in surprise]

Bilbo: Beg your pardon?

Gandalf: You’ve changed, and not entirely for the better, Bilbo Baggins.

Bilbo: I’m sorry, do I know you?

Gandalf: Well you know my name, although you don’t remember I belong to it. I’m
Gandalf, and Gandalf means…me!

Bilbo: Gandalf? Not Gandalf, the wandering wizard who made such excellent
fireworks? Old Took used to have them on Midsummer’s Eve! Well! I had no idea you
were still in business.

Gandalf: And where else should I be?

Bilbo: Well…

Gandalf: Well, I’m pleased to find you remember something about me, even if it’s
only my fireworks.

[Gandalf nods to himself]

Gandalf: Well that’s decided. It’ll be very good for you, and most amusing for me.
I shall inform the others.

Bilbo: Inform the who…? What…?! No! No! No, wait.

[Bilbo walks up towards his front door and turns]

Bilbo: We do not want any adventures here, thank you. Not today, not… I suggest you
try over the hill or…across the water. Good morning.

[he goes in closes and locks the door, he hears a noise and we see Gandalf marking
his door with a rune, Bilbo looks out his window and sees Gandalf staring right
back at him, Bilbo quickly looks away, he then sees Gandalf walking away]

[later that evening, Bilbo cooks his dinner and he’s about to start eating when
he’s interrupted by his door bell ringing, he opens the door to find a dwarf
standing there]

Dwalin: Dwalin.

[bowing]

Dwalin: At your service.

Bilbo: Hm. Uh…Bilbo…Baggins…at yours.

[Dwalin steps inside]

Bilbo: Do we know each other?

Dwalin: No. Which way, laddie? Is it down here?

Bilbo: Is…Is what down where?

Dwalin: Supper.

[he throws his coat at Bilbo]

Dwalin: He said there’d be food, and lots of it.

Bilbo: He…he said? Who said?

[Dwalin enters the kitchen, sits down helping himself to Bilbo’s supper]

Dwalin: Very good this. Any more?

Bilbo: What? Uh…oh…uh yes, yes.

[Bilbo brings him a plate of scones, sneaking a few off the plate for himself]

Bilbo: Help yourself.

[Dwalin starts stuffing his mouth with the scones]

Bilbo: Hmm. It’s just that, um…I wasn’t expecting company.

[as Dwalin continues to stuff his face with Bilbo’s food, the door bell rings
again]

Dwalin: That’ll be the door.

[Bilbo opens the door to find another dwarf standing there]

Balin: Balin. At your service.

Bilbo: Good evening.

Balin: Yes. Yes, it is. Although I think it might rain later.

[Balin steps inside]

Balin: Am I late?

Bilbo: Late…for what?

[Balin notices Dwalin]

Balin: Ooh! Ah-hah! Evening, brother!

Dwalin: By my beard! You are shorter and wider than last we met.

Balin: Wider, not shorter. Sharp enough for both of us.

[they both laugh, then suddenly they headbutt each other in greeting and ignore
Bilbo]

Bilbo: Uh…excuse me. Sorry. I hate to interrupt. Uh…but the thing is I’m not
entirely sure you’re in the right house.

[they start raiding Bilbo’s pantry]

Balin: Have you eaten?

Bilbo: It’s not that I don’t like visitors. I…I like visitors as much as the next
*hobbit. But I do like to know them before they come visiting.

[picking up something that looks like cheese]

Dwalin: What is this?

Balin: I don’t know. I think it’s supposed to be cheese, it’s gone blue.

Bilbo: The thing is, um…

[Dwalin and Balin continue to ignore Bilbo]

Dwalin: It’s riddled with mold.

[Dwalin throws the cheese away]

Bilbo: The thing is, I don’t…I don’t know either of you, not in the slightest. I
don’t mean to be blunt, but I uh…but I had to speak my mind. I’m sorry.

[at that moment both Dwalin and Balin turn to look at Bilbo]

Balin: Apology accepted.

Bilbo: Well…

[Balin then turns to Dwalin and gives him his cup of ale]

Balin: Oh, no. Fill it up now, brother, don’t stint.

Dwalin: You want to get stuck in?

Balin: I could eat again if you insist, brother.

[as Dwalin and Balin continue to raid Bilbo’s pantry, there door bell rings again
and Bilbo opens the door to find two dwarves standing there]
Fili: Fili.

Kili: And Kili.

[both bowing]

Fili and Kili: At your service.

Kili: You must be Mr. Baggins.

Bilbo: No! You can’t come in, you’ve come to the wrong house.

[Bilbo goes to shut the door but Kili stops him]

Kili: What?! Has it been canceled?

Fili: No one told us.

Bilbo: Can…! No, nothing’s been canceled.

Kili: That’s a relief.

[Fili and Kili let themselves in, then Fili turns and gives Bilbo swords wrapped
cloth]

Fili: Careful with these, I just had them sharpened.

[referring to Bag End]

Kili: It’s nice, this place. Did you do it yourself?

Bilbo: Uh…no, it’s been in the family for years.

[as Kili puts his booted foot on a wooden box]

Bilbo: That’s my mother’s glory box, can you please not do that?

[Dwalin enters the room]

Dwalin: Fili, Kili, come on, give us a hand.

Kili: Mr. Dwalin.

[referring to the dining table]

Balin: Let’s shove this in the hole, or otherwise we’ll never get everyone in.

Bilbo: Ev…everyone?! How many more are there?

[as Fili, Kili, Dwalin and Balin are rearranging the dining room, the door bell
rings again and Bilbo goes to open it]

Bilbo: Oh, no! No, no. There’s nobody home! Go away, and bother somebody else!
There’s far too many dwarves in my dining room as it is. If…if this is some
blockhead’s idea of a joke, I can only say, it is in very poor taste!

[as Bilbo opens the door a bunch of dwarves fall through onto the floor, behind
them Gandalf pokes his head through the door]
Bilbo: Gandalf.

[as the rest of the dwarves join in raiding Bilbo’s pantry]

Bilbo: Those are my… Excuse me, not my wine! Put that back. Put that back! Not the
jam, please. Excuse me.

[to one of the dwarves carrying large portions of cheese]

Bilbo: Ex…Excuse me. A tad excessive, isn’t it? Have you got a cheese knife?

Bofur: A cheese knife? He eats it by the block.

[as he sees one of the dwarves carrying through some chairs]

Bilbo: No no, that’s Grandpa Mungo’s chair, no…uh, so is that. Take it back,
please. Take it back, this is antique, not for sitting on. Thank you. That is a
book, not a coaster. Uh…put that map down.

[Gandalf and the other dwarves are setting up the dining table with food and drink]

Dori: Excuse me, Mr. Gandalf.

Gandalf: Yes?

Dori: May I tempt you with a cup of chamomile?

Gandalf: Ooh, no thank you, Dori. A little red wine, for me I think.

[Gandalf walks through the hallway and counts the dwarves]

Gandalf: Uh..Fili, Kili. Uh…Oin, Gloin. Dwalin, Balin. Bifur, Bofur, Bombur. Dori,
Nori.

[Bilbo runs after one of the dwarves carrying a small basket of tomatoes]

Bilbo: No, no. Not my prize winners, thank you.

Gandalf: Ori!

[Bifur comes into the room and speaks dwarvish to Gandalf]

Gandalf: Yes, you are quite right, Bifur. We appear to be one dwarf short.

Dwalin: He is late, is all. He traveled north to a meeting of our kin, he will

come.

Dori: Mr. Gandalf?

Gandalf: Hmm?

Dori: A little glass of red wine as requested, it’s got a fruity bouquet.

Gandalf: Oh, cheers.

[takes the small glass of wine and drinks it one go]

[as Gandalf and the dwarves are stuffing their faces with Bilbo’s food, Bilbo turns
and goes to his pantry, looking devastated when he sees that most of his food is
gone]

Fili: Who wants an ale? There you go.

Oin: Let me have another drink.

Balin: Here you go.

Bofur: Hey, on the count of three! One! Two! Come!

[everyone drinks and then start belching and laughing]

[Bilbo runs after one of the dwarves]

Bilbo: Ex…excuse me, that is a doily, not a dish cloth.

Bofur: But it’s full of holes!

Bilbo: It’s supposed to look like that, it’s crochet.

Bofur: Oh, and a wonderful game it is too, if you got the balls for it.

Bilbo: Bebother and confusticate these dwarves!

Gandalf: My dear Bilbo, what on earth is the matter?

Bilbo: What’s the matter? I am surrounded by dwarves. What they’re doing here?

Gandalf: Oh, they’re quite a merry gathering, once you get used to them.

Bilbo: I don’t want to get used to them. Look at the state of my kitchen! There’s
mud trod in the carpet, they…they’ve pillaged the pantry! I’m not even gonna tell
you what they’ve done in the bathroom, they’ve all but destroyed the plumbing! I
don’t understand what they’re doing in my house!

Ori: Excuse me, I’m sorry to interrupt. But what should do with my plate?

Fili: Here you go, Ori, give it to me.

[Fili throws it to Kili who throws it to another dwarf in the kitchen, they
continue doing this with all the plates]

Bilbo: Excuse me! That’s my mother’s Westfarthing pottery, it’s over a hundred
years old!

[the dwarves start using the cutlery to play music]

Bilbo: And…and, ca…can you not do that, you’ll blunt them!

Bofur: Ooh, d’you hear that, lads? He says we’ll blunt the knives!

[the dwarves start singing as they use the cutlery to make music]

Kili: ~Blunt the knives, bend the forks.~

Fili: ~Smash the bottles and burn the corks.~

Dwarves: ~Chip the glasses and crack the plates. That’s what Bilbo Baggins hates!
Cut the cloth and tread on the fat. Leave the bones on the bedroom-mat, pour the
milk on the pantry-floor, splash the wine on every door, dump the crocks in a
boiling bowl, pound them up with a thumping pole. When you’ve finished, if any are
whole, send them down the hall to roll!~

[Gandalf laughs as he watches the dwarves cleaning up the dishes and cutlery as
they sing]

Dwarves: ~That’s what Bilbo Baggins hates!~

[as the dwarves laugh, Bilbo walks into the kitchen to see all his plates and
cutlery have been cleaned and stacked]

[as the dwarves wash and stack the dishes, the door bell rings]

Gandalf: He’s here.

[Gandalf opens the door and we see Thorin]

Thorin: Gandalf. I thought you said this place would be easy to find. I lost my
way, twice.

[Thorin walks in]

Thorin: I wouldn’t have found it at all, had it not been for that mark on the door.

Bilbo: Mark? There’s no mark on that door, it was painted a week ago!

Gandalf: There is a mark, I’ve put it there myself.

[pauses for a moment]

Gandalf: Bilbo Baggins, allow me to introduce the leader of our company, Thorin
Oakenshield.

[looking at Bilbo]

Thorin: So, this is the hobbit. Tell me, Mr. Baggins, have you done much fighting?

Bilbo: Pardon me?

Thorin: Axe or sword, what’s your weapon of choice?

Bilbo: Well, I do have some skill at conkers, if you must know. But I fail to see
why that’s relevant.

Thorin: I thought as much. He looks more like a grocer than a burglar. [the other
dwarves laugh]

[back in the dining room as Thorin eats his dinner]

Balin: What news from the meeting in Ered Luin? Did they all come?

Thorin: Aye, envoys from all seven kingdoms.

Dwalin: And what did the dwarves of the Iron Hill say? Is Dain with us?

Thorin: They will not come.

[the other dwarves are visibly upset]

Thorin: They say this quest is ours, and ours alone.

Bilbo: You’re doing a quest?

Gandalf: Bilbo, my dear fellow, let us have a little more light.

[as Bilbo leaves the room, Gandalf takes out a map]

Gandalf: Far to the East, over ranges and rivers, beyond woodlands and wastelands,
lies a single solitary peak.

[Gandalf places the map on the table and points to the mountain, as Bilbo brings in
a candle he leans in and reads from the map]

Bilbo: The Lonely Mountain.

Gloin: Aye, Oin has read the portents, and the portents say: it is time.

Oin: Ravens have been seen flying back to the mountain as it was foretold. When the
birds of the old return to Erebor, the reign of the beast will end.

Bilbo: Uh…what beast?

Bofur: Well that would be a reference to Smaug the terrible, chiefest and greatest
calamity of our age. Airborne fire breather, teeth like razors, claws like meat
hooks, extremely fond of precious metals.

Bilbo: Yes, I know what a dragon is.

[Ori rises to his feet]

Ori: I’m not afraid, I’m up for it. I’ll give him a taste of the dwarfish iron
right up his jacksy!

[the others cheer him on]

Dori: Sit down!

Balin: The task would be difficult enough with an army behind us, but we number
just thirteen, and not thirteen of the best, nor brightest.

Ori: Hey! Who are you calling dim?

[everyone starts talking at the same time]

Fili: We may be few in number. But we’re fighters, all of us! To the last dwarf!

Kili: And you forget we have a wizard in our company, Gandalf will have killed
hundreds of dragons in his time.

Gandalf: Oh, well. No, uh, I…I wouldn’t say…

Dori: How many then?

Gandalf: What?

Dori: Well, how many dragons have you killed? Go on, give us a number!
[the dwarves start talking all together again, getting angrier]

Bilbo: Uh…Please. Please.

[suddenly Thorin rises and shouts]

Thorin: Enough!

Thorin: If we have read these signs, do you not think others will have read them
too? Rumors have begun to spread. The dragon Smaug has not been seen for sixty
years. Eyes look East to the mountain, assessing, wondering, weighing the risk.
Perhaps the vast wealth of our people now lies unprotected. Do we sit back while
others claim what is rightfully ours? Or do we seize this chance to take back
Erebor?

[as the others cheer Thorin speaks in dwarvish]

Balin: You forget the front gate is sealed. There is no way into the mountain.

Gandalf: That, my dear Balin, is not entirely true.

[Gandalf holds up a key]

Thorin: How came you by this?

Gandalf: It was given to me by your father by Thrain, for safekeeping. It is yours

now.

[he gives the key to Thorin]

Fili: If there is a key, there must be a door!

[pointing to the map]

Gandalf: These runes speak of a hidden passage to the lower halls.

Kili: There’s another way in.

Gandalf: Well, if we can find it, but dwarf doors are invisible when closed. The
answer lies hidden somewhere in this map, and I do not have the skill to find it,
but there are others in Middle-Earth who can. The task I have in mind will require
a great deal of stealth, and no small amount of courage. But if we’re careful and
clever, I believe that it can be done.

Ori: That’s why we need a burglar.

Bilbo: Hmm. And a good one too. An expert, I’d imagine.

Gloin: And are you?

[everyone looks at Bilbo]

Bilbo: Am I what?

[pointing to Gandalf]

Oin: He said he’s an expert!

Bilbo: Me? No! No, No, No! I…I’m not a burglar. I’ve never stolen a thing in my
life.

Balin: And I’m afraid I have to agree with Mr. Baggins. He’s hardly burglar
material.

Dwalin: Aye, the wild is no place for gentle folk who can neither fight nor fend
for themselves.

[the dwarves all start speaking over each other, suddenly Gandalf rises]

Gandalf: Enough! If I say Bilbo Baggins is a burglar, then a burglar he is! Hobbits
are remarkably light on their feet. In fact, they can pass unseen by most if they
choose, and while the dragon is accustomed to the smell of a dwarf, the scent of a
hobbit is all but unknown to him, which gives us a distinct advantage. You asked me
to find the fourteenth member of this company, and I have chosen Mr. Baggins.
There’s a lot more to him than appearances suggest. And he’s got a great deal more
to offer than any of you know, including himself.

[looking at Thorin]

Gandalf: You must trust me on this.

Thorin: Very well. We’ll do it your way.

Bilbo: No. No…

Thorin: Give him the contract.

Bofur: Orin. We’re off!

Bilbo: Please.

[Balin rises to his feet, holding the contract]

Balin: It’s just the usual summary of out-of-pocket expenses, time required,
remuneration, funeral arrangements, so forth.

[Balin passes the contract to Thorin who gives it to Bilbo]

Bilbo: Funeral arrangements?

[Bilbo opens the contract and starts reading it]

Bilbo: Ooh.

[as Bilbo reads the contract, Thorin whispers to Gandalf]

Thorin: I cannot guarantee his safety.

Gandalf: Understood.

Thorin: Nor will I be responsible for his fate.

Gandalf: Agreed.

[reading from the long list on the contract]

Bilbo: ‘Total’s cash on delivery, up to but not exceeding, one fourteenth of total
profit if any.’
[to himself]

Bilbo: Seems fair.

[carries on reading]

Bilbo: Uh…’The present company shall not be liable for injuries inflicted by or
sustained as a consequence thereof, including, but not limited to…lacerations.
Evisceration.

[turns over the page]

Bilbo: Incineration?

Bofur: Oh, aye, he’ll melt the flesh off your bones in the blink of an eye.

[Bilbo tries to take all this in]

Balin: You alright, laddie?

Bilbo: Huh? Yeah, I fe…

[takes a breath]

Bilbo: I feel a bit faint.

Bofur: Think furnace, with wings.

Bilbo: I…I…I need air.

Bofur: Flash of light, searing pain, then poof! You’re nothing more than a pile of
ash!

[Bilbo thinks for a moment then looks over at the dwarves]

Bilbo: No.

[he faints, collapsing to the ground]

Gandalf: Oh, very helpful, Bofur.

[after fainting from finding out what the dragon can do to him]
Bilbo: I’ll be alright. Just let me sit quietly for a moment.
Gandalf: You’ve been sitting quietly for far too long. Tell me, when did
doilies and your mother’s dishes become so important to you? I remember a young
hobbit who was always running off in search of Elves, in the woods. He’d stay out
late, come home, after dark, trailing mud and twigs and fireflies. A young hobbit
who would’ve liked nothing better than to find out what was beyond the borders of
the Shire. The world is not in your books and maps. It’s out there.
Bilbo: I can’t just go running off into the blue! I am a Baggins, of Bag End!
Gandalf: You are also a Took. Did you know that your great, great, great, great
uncle Bullroarer Took, was so large he could ride a real horse?
[Bilbo nods his head]
Gandalf: Yes, well he could! In the battle of Greenfields, he charged the
goblin ranks he swung his club so hard, it knocked the goblin king’s head clean
off, and it sailed a hundred yards through the air, and went down a rabbit hole.
And thus the battle as won, and the game of golf invented at the same time.
Bilbo: I do believe you made that up.
 Gandalf: Well, all good stories deserve embellishment. You’ll have a tale or
two to tell of your own when you come back.
Bilbo: Can you promise that I will come back?
Gandalf: No. And if you do, you’ll not be the same.
Bilbo: That’s what I thought.
[Bilbo rises to his fee]
Bilbo: Sorry, Gandalf, I can’t sign this. You’ve got the wrong hobbit.
[he turns and walks off]
[watching as Bilbo walks off after his discussion with Gandalf]
Balin: It appears we have lost our burglar. Probably for the best. The odds
were always against us. After all, what are we? Merchants, miners, tinkers, toy
makers. Hardly the stuff of legend.
Thorin: There are a few warriors amongst us.
Balin: Old warriors.
Thorin: I would take each and every one of these dwarves over an army from the
Iron Hills, for when I called upon them, they answered. Loyalty, honor, a willing
heart. I can ask no more than that.
Balin: You don’t have to do this. You have a choice. You’ve done honorably by
our people. You have built a new life for us in the Blue Mountains. A life of peace
and plenty. A life that is worth more than all the gold in Erebor.
Thorin: From my grandfather to my father, this has come to me. They dreamt of
the day when the dwarves of Erebor would reclaim their homeland. There is no
choice, Balin. Not for me.
Balin: Then we are with you, laddie. We will see it done.
[later that night, the dwarves start singing about the Misty Mountains, the
devastation of Smaug, and their kingdom]
Thorin [singing] Far over the Misty Mountains cold. To dungeons deep and
caverns old. We must away ere break of day. To find our long forgotten gold.
Dwarves: [singing] The pines were roaring on the height, the winds were moaning
in the night. The fire was red, it flaming spread. The trees like torches blazed
with light.
[the next morning, Bilbo wakes up to find his house empty, he looks around
looking for the dwarves]
Bilbo: Hello!
[Bilbo looks pleased that everything is back in order, but then he looks down
and sees the contract, he thinks for a moment and then we see him flying out the
door, contract in hand as he runs to find Gandalf and the dwarves]
Hobbit: Here, Mr. Bilbo! Where are you off too?
Bilbo: I can’t stop, I’m already late!
Hobbit: Late for what?
Bilbo: I’m going on an adventure!
[Bilbo finally catches up with Gandalf and the dwarves in the woods]
Bilbo: Wait! Wait!
[everyone stops and turns to look at Bilbo as he runs towards them, waiving the
contract]
Bilbo: I signed it.
[he gives the contract to Balin, who checks it]
Balin: Everything appears to be in order. Welcome, master Baggins, to the
company of Thorin Oakenshield.
Thorin: Give him a pony.
Bilbo: No, no, no, no. That…that won’t be necessary. Thank you. I’m sure I can
keep up on foot. Yeah, I…I’ve done my fair share of walking holidays, you know?
Even got as far as Frog Morton once.
[suddenly two of the dwarves grab hold of his arms, pick him up and place him
on a pony]
[as they all ride along in the woods, Bilbo rides on his pony, looking very
uncomfortable]
Oin: Come on, Nori! Pay up!
[Bilbo sees the dwarves throwing bags of money to each other]
 Bilbo: What’s that about?
Gandalf: Oh, they took wagers on whether or not you’d turn up. Most of them bet
that you wouldn’t.
Bilbo: And what did you think?
Gandalf: Well…
[Gandalf suddenly catches a bag of money one of the dwarves throws at him]
Gandalf: My dear fellow, I never doubted you for a second.
[suddenly Bilbo sneezes]
Bilbo: Oh, it’s horse hair. Having a reaction.
[looks in his pockets for his handkerchief but can’t find it]
Bilbo: Uh…wait, wait. Stop! Stop! We have to turn around.
Gandalf: What on earth is the matter?
Bilbo: I forgot my handkerchief.
Bofur: Here! Use this.
[he rips off a bit of cloth from his robe and throws it to Bilbo, who looks at
it with disgust]
Thorin: Move on!
[as they continue on their journey]
Gandalf: You’ll have to manage without pocket handkerchiefs, and a good many
other things, Bilbo Baggins, before we reach our journey’s end. You were born to
the rolling hills and little rivers of the Shire. But home is now behind you. The
world is ahead.
[later that night, as everyone is asleep around the campfire, Bilbo gets
awakened by the loud snoring of the dwarves, not being able to sleep he goes and
feeds his pony with apples]
Bilbo: Good girl! Here’s a good girl. It’s our little secret, Myrtle. Just tell
no one. Shh-shh…
[suddenly Bilbo hears a wild shrieking, he turns to Kili and Fili who are sat
by the fire]
Bilbo: What was that?
Kili: Orcs.
Bilbo: Orcs?
[we see Thorin awakened by the noise]
Fili: Throat cutters. There’d be dozens of them out there. The low lands are
crawling with them.
Kili: They strike, in the wee small hours, when everyone’s asleep. Quick and
quiet, no screams. Just lots of blood.
[Kili and Fili laughs as they tease Bilbo, who looks very worried]
Thorin: You think that’s funny? You think a night raid by orcs is a joke?
Kili: We didn’t mean anything by it.
Thorin: No you didn’t. You know nothing of the world.
[Thorin walks off to be by himself]
Balin: Don’t mind him, laddie. Thorin has more cause than most to hate orcs.
[after Bilbo hears the orcs shrieking and Thorin walks off in anger]
Balin: After the dragon took the Lonely Mountain, King Thror tried to reclaim
the ancient dwarf kingdom of Moria.
[we see flashback of the battle of the dwarves with the orcs]
Balin: [voice over] But our enemy had got’ there first.
[we see Thrain, Thror and Thorin fighting valiantly]
Balin: [voice over] Moria had been taken by legions of orcs, led by the most
vile of all their race, Azog the Defiler. The giant Gundabad orc had sworn to wipe
out the line of Durin. He began by beheading the king.
[we see Azog screaming as he holds the decapitated head of Thror and then
throwing it aside as Thorin watches in horror]
Balin: Thrain, Thorin’s father, was driven mad by grief, he went missing, taken
prisoner or killed, we did not know. We were leaderless. Defeat and death were upon
us. That is when I saw him. A young dwarf prince facing down the Pale Orc.
[we see as Thorin fight Azog and losing his armor]
Balin: [voice over] He stood alone against this terrible foe. His armor rent,
wielding nothing but an oaken branch as a shield.
[as Azog is about to deliver a deadly blow, Thorin suddenly uses his sword to
cut Azog’s arm]
Balin: Azog the Defiler learned that day, that the line of Durin would not be
so easily broken.
[Thorin rallies his army of dwarves and they continue their battle with the
rest of the orcs]
Balin: Our forces rallied, and drove the orcs back. Our enemy had been
defeated, but there was no feast, nor song that night for our dead were beyond the
count of grief. We few, had survived.
[as the battle with the orcs was won, we see the younger Balin as he watches
Thorin]
Balin: And I thought to myself then, there is one who I could follow, there is
one I could call king.
[back at the camp, Thorin turns and sees all the dwarves have risen and are
looking at him with respect]
Bilbo: And the Pale Orc? What happened to him?
Thorin: He slunk back into the hole whence he came. That filth died of his
wounds long ago.
[at this comment Gandalf looks at Balin]
[across the mountain where the dwarves have camped, we see an scout riding on a
warg following Thorin’s trail]
Hunter Orc: [subtitled] Send word to the Master, we have found the Dwarf-scum.
[the group continue on their journey into the woods riding in the torrential
rain]
Dori: Here, Mr. Gandalf? Can’t you do something about this deluge?
Gandalf: It is raining, master dwarf. And it will continue to rain until the
rain is done! If you wish to change the weather of the world, you should find
yourself another wizard.
Bilbo: Are there any?
Gandalf: What?
Bilbo: Other wizards?
Gandalf: There are five us. The greatest of our order is Saruman, The White.
Then there are the two blue wizards. Do you know, I’ve quite forgotten their names.
Bilbo: And who is the fifth?
Gandalf: Well, that would be Radagast, The Brown.
Bilbo: Is he a great wizard or is he…more like you?
Gandalf: I think he’s a very great wizard, in his own way. He’s a gentle soul
who prefers the company of animals to others. He keeps a watchful eye over the vast
forestlands to the East, and a good thing too, for always evil will look to find a
foothold in this world.
[we see Radagast in the forest seeing a strange mold growing on the trees, he
picks a dead leaf and looks at it]
Radagast: Not good. Not good at all!
[he starts running through the forest and passing dead animals, he picks a
mushroom and then whistles to some birds which land in the nest on his head, he
then turns and sees an ailing hedgehog]
Radagast: Oh. Oh, no! Oh, Sebastian! Good gracious.
[he picks up the hedgehog and runs to his home and gives the hedgehog something
to cure him, then a bunch of hedgehogs surround the ill one]
Radagast: Move back! Give him some air, for goodness sake!
[Radagast continues to use his magic to cure the sick hedgehog, but nothing
works]
Radagast: I don’t understand why it’s not working, it’s not as if it’s
witchcraft!
[suddenly he realizes something]
Radagast: Witchcraft. Oh, but it is! A dark and powerful magic.
[Radagast sees large spiders crawling onto his house, realizing what will cure
the hedgehog, he gives the potion to the hedgehog as he recites a spell, and as the
hedgehog is cured the giant spiders crawl away, Radagast watches them retreat into
the forest]
Radagast: Where on this good earth do those foul creatures come from?
[a small bird starts tweeting something to Radagast]
Radagast: The old fortress? Show me.
[we see Radagast following the bird in a sled being pulled by large rabbits
through the forest]
[back to the group, they stop outside an old ruined farm]
Thorin: We’ll camp here for the night. FÃli, KÃli, look after the ponies. Make
sure you stay with them.
[Gandalf looks around the ruined farm]
Gandalf: A farmer and his family used to live here.
Thorin: Oin, Gloin.
Oin: Aye?
Thorin: Get the fire going.
Oin: Right you are.
Gandalf: I think it would be wiser to move on. We could make for the hidden
valley.
Thorin: But I’ve told you already. I will not go near that place.
Gandalf: Why not? The Elves could help us, we could get food, rest, advice.
Thorin: I do not need their advice.
Gandalf: We have a map that we cannot read. Lord Elrond could help us.
Thorin: Help? A dragon attacks Erebor. What help came from the Elves? Orcs
plunder Moria, desecrate our sacred halls, the Elves looked on and did nothing! You
ask me to seek out the very people who betrayed my grandfather, who betrayed my
father.
Gandalf: You are neither of them. I did not give you that map and key for you
to hold on to the past.
Thorin: I did not know they were yours to keep.
[Gandalf turns and walks off in frustration]
[seeing Gandalf walk off in anger after his conversation with Thorin]
Bilbo: Everything alright? Gandalf, where are you going?
Gandalf: To seek the company of the only one around here who’s got any sense.
Bilbo: And who’s that?
Gandalf: Myself, mister Baggins! I’ve had enough of dwarves for one day.
Thorin: Come on Bombur, we’re hungry.
[turning to Balin]
Bilbo: Is he coming back?
[they watch as Gandalf goes off]
[later that night as the dwarves set up camp]
Bilbo: He’s been a long time.
Bofur: Who?
Bilbo: Gandalf.
Bofur: He’s a wizard! He does as he chooses. Here. Do us a favor, take this to
the lads.
[dishes up some food into some bowls and hands them to Bilbo; Bifur turns to
see Bombur helping himself to some food]
Bofur: Stop it, you’ve had plenty.
[Bilbo takes the bowls of stew to Fili and Kili, as he goes to give the food to
them he sees they are both just standing and staring at the ponies]
Bilbo: What’s the matter?
Kili: We’re supposed to be looking after the ponies.
Fili: Only we’ve encountered a slight problem.
Kili: We had sixteen.
Fili: Now there’s fourteen.
[as they look to see which ponies are missing]
Kili: Daisy and Bungle are missing.
Bilbo: What? Well, that’s not good. And that is not good at all. Shouldn’t we
tell Thorin?
 Fili: Uh…no. Let’s not worry him. As our official burglar, we thought you might
like to look into it.
Bilbo: Well, uh…it looks as if something big uprooted these trees.
Kili: That was our thinking.
Bilbo: It’s something very big, and possibly quite dangerous.
Fili: Hey! There’s a light.
[to Kili]
Fili: Over here!
[they all move closer towards the light]
Fili: Stay down.
Bilbo: What is it?
[they see camp fire with trolls sitting around it]
Kili: Trolls.
[Kili and Fili make a run for it closer to the trolls’ campfire, Bilbo puts
down the bowls of stew he was carrying and starts to follow them, then he stops,
turns around and picks up the bowls of stew again, and runs after Kili and Fili]
[as they run towards the troll camp, they see a huge troll walk by, carrying
two of the ponies]
Bilbo: He’s got Myrtle and Minty! I think they’re gonna eat them, we have to do
something.
Kili: Yes, you should. Mountain trolls are slow and stupid, and you’re so
small. They’ll never see you.
Bilbo: Me? Me? No. No. No.
Kili: It’s perfectly safe!
Fili: We’ll be right behind you. If you run into trouble hoot twice like a barn
owl, once like a brown owl.
Bilbo: Twice like a barn owl, hoot twice like a brown…hoots like a…like a… Uh,
are you sure this is a good idea?
[he turns and sees Kili and Fili have run off with their bowls of stew and left
him on his own, he turns as he hears the trolls talking]
William Troll: Mutton yesterday, mutton today. And blimey, if it don’t look
like mutton again tomorrow.
Bert Troll: Quit your griping. These ain’t sheep! These is West nags!
Tom Troll: Oh! I don’t like horse. I never have. Not enough fat on them.
William Troll: Well, it’s better than a leathery ol’ farmer. All skin and bone
he was. I’m still pickin’ bits of him out o’ me teeth.
[suddenly Tom sneezes]
Bert Troll: Well, that’s lovely, that is. A floater.
William Troll: Oh! Might improve the flavor!
Tom Troll: Ah! There’s more where that came from.
[as he tries to sneeze snot into their food, Tom slaps him and gets a hold of
his nose]
Bert Troll: Oh, no you don’t!
Tom Troll: Oww! Oww!
Bert Troll: Sit down!
[Tom sits and sneezes again, he takes a tissue and blows his nose, at the same
time Bilbo sneaks into their camp and tries to free the ponies]
Tom Troll: Well…I hope you’re gonna gut these nags? I don’t like the stinky
parts.
[Bert hits Tom over the head]
Tom Troll: Oww!
Bert Troll: I said sit down!
William Troll: I’m starving, are we having horse tonight or what?
Bert Troll: Shut your cake hole! You’ll eat what I’ll give ya!
[Bilbo watches the trolls as he tries to free the ponies]
William Troll: How come he’s the cook? Everything tastes the same, everything
tastes like chicken.
Tom Troll: Except the chicken.
William Troll: What tastes like fish!
 Bert Troll: I’m just saying, a little appreciation would be nice. ‘Thank you
very much, Bert. Lovely stew, Bert.’ How hard is that?
[as Bilbo tries to sneak closer to one of the trolls to steal a knife]
Bert Troll: Mmm. Just needs a sprinkle of squirrel dung.
[as he turns to pick up the dung, he sees Tom eating from his bowl]
Bert Troll: Here, that’s my grog!
Tom Troll: Sorry.
[Bert hits Tom in the face]
Tom Troll: Oww!
[Bert’s tastes the stew]
Bert Troll: Ooh. That is beautifully balanced, that is. Wrap your loganbie
around that, mate.
[he gives some to William]
Bert Troll: Huh? Good ain’t it? That’s why I’m the cook.
[as the trolls are chatting away, Bilbo sneaks behind Tom Troll to steal his
knife which is behind his belt]
William Troll: Me guts are grumbling, I’ve got to snaffle something. Flesh. I
need flesh!
[as William gets up to grab some ponies, Tom sneezes and reaches behind him to
grab his handkerchief but instead grabs Bilbo and blows his nose all over him, Tom
looks down and sees Bilbo in his hand]
Tom Troll: Aah! Blimey! Bert! Bert, look what’s come out of me hooter! It’s got
arms and legs and everything!
[all three trolls stare at Bilbo]
Bert Troll: What is it?
Tom Troll: I don’t know, but I don’t like the way it wriggles around!
[he drops Bilbo to the ground and William pulls out his knife, threatening
Bilbo]
Bert Troll: What are you then? An oversized squirrel?
Bilbo: I’m a burglar…uh, hobbit!
Tom Troll: A ‘burglar-hobbit’?
William Troll: Can we cook him??
Tom Troll: We can try!
[Tom goes to grab him and Bilbo tries to get away but Bert comes up beside him]

Bert Troll: He wouldn’t make more than a mouthful. Not when he’s skinned and
boned!
[he pushes Bilbo]
William Troll: Perhaps there’s more burglar-hobbits ’round these parts, might
be enough for a pie!
[Bilbo manages to duck William’s hold]
William Troll: Grab him!
Tom Troll: He’s too quick!
William Troll: Oah, come here! you little…
[as Bilbo tries to make a run for it, William grabs him by his legs]
William Troll: Gotcha! Are there any more of you little fellas hiding where you
shouldn’t?
Bilbo: No.
Tom Troll: He’s lying!
Bilbo: I’m not!
Tom Troll: Hold his toes over the fire. Make him squeal!
[suddenly Kili attacks Tom by striking his sword against his leg making Tom
scream]
Kili: Drop him!
William Troll: You what?
Kili: I said, drop him.
[William throws Bilbo at Kili, then suddenly all the dwarves charge in from the
bushes attacking the trolls]
[as the dwarves are fighting the trolls, Bilbo manages to steal a knife and
free the ponies, but the trolls notice and grab him, holding him by his arms and
legs]
Kili: Bilbo!
[Thorin stops Kili from attacking]
Thorin: No!
William Troll: Lay down your arms! Or we’ll rip his off!
[reluctantly Thorin drops his sword and the other dwarves follow suit, then we
see the trolls have tied up some of the dwarves on a spit over a fire, while the
others are held in bags that are tied up to their necks]
Tom Troll: Don’t bother cooking ’em! Let’s just sit on ’em and squash ’em into
jelly!
Bert Troll: They should be sauteed and grilled with a sprinkle of sage.
Tom Troll: Oh, that does sound quite nice.
William Troll: Never mind the seasoning, we ain’t got all night! Dawn ain’t far
away, let’s get a move on! I don’t fancy been turned to stone.
[just then Bilbo has an idea and tries to buy them some time]
Bilbo: Wait! You are making a terrible mistake.
Dori: You can’t reason with them, they’re half-wits!
Bofur: Half-wits? What does that make us?
Bilbo: I meant with the…uh, with the…with the seasoning.
Bert Troll: What about the seasoning?
Bilbo: Well, have you smelt them? You’re gonna need something stronger than
sage before you plate this lot up!
[the dwarves get angry at Bilbo’s intervention]
William Troll: What do you know about cooking dwarf?
Bert Troll: Shut up, and let the…uh, flurgerburbur-hobbit talk.
Bilbo: Uh…the-the secret to cooking dwarf, is um…
Bert Troll: Yes? Come on.
Bilbo: It’s, uh…
Bert Troll: Tell us the secret!
Bilbo: Ye-yes, I’m telling you. The secret is…to…skin them first!
[all the dwarves shout at Bilbo in anger]
Bert Troll: Tom, get me filleting knife.
William Troll: What a load of rubbish! I’ve eaten plenty with their skins on.
Scoff ’em I say, boots and all!
Tom Troll: He’s right! Nothing wrong with a bit o’ raw dwarf.
[he picks up Gloin in his sack and holds him up, at the same time Bilbo notices
Gandalf in the bushes]
Tom Troll: Nice and crunchy.
[Bilbo interrupts as he’s about to eat Gloin]
Bilbo: Uh…not…not that one, he…he’s infected!
William Troll: You what?
Bilbo: Yeah he’s got worms in his…tubes.
Tom Troll: Ooh!
[Tom throws down Gloin in disgust]
Bilbo: In-in fact, they all have. They’re infested with parasites, it’s a
terrible business, I wouldn’t risk it, I really wouldn’t.
Oin: Parasites? Did he say parasites?
Kili: Yeah, we don’t have parasites!
[to Bilbo]
Kili: You have parasites!
[Thorin realizes that Bilbo is trying to buy them time and kicks Kili and they
realize what Bilbo is doing]
Oin: I’ve got parasites as big as my arm!
Kili: Mine are the biggest parasites, I’ve got huge parasites!
Nori: We’re riddled!
Ori: Yes, I’m riddled!
Dori: Yes, we are, badly!
[to Bilbo]
 William Troll: What would you have us do then? Let ’em all go?
Bilbo: Well…
William Troll: You think I don’t know what you’re up to. This little ferret is
taking us for fools!
Bilbo: Ferret?
Bert Troll: Fools?
[suddenly Gandalf emerges from his hiding place]
Gandalf: The dawn will take you all!
William Troll: Who’s that?
Bert Troll: No idea.
Tom Troll: Can we eat him too?
[suddenly Gandalf breaks the cliff he’s standing on, which lets in the rising
sun’s light and the trolls immediately turn into stone, all the dwarves laugh with
joy]
Dwalin: Ooh, get your foot out of my back!
[after Gandalf saves the dwarves from the trolls]
Thorin: Where did you go to, if I may ask?
Gandalf: To look ahead.
Thorin: What brought you back?
Gandalf: Looking behind. Nasty business. Still they all are in one piece.
Thorin: No thanks to your burglar.
Gandalf: He had the nous to play for time. None of the rest of you thought of
that.
[looking at the frozen trolls]
Gandalf: They must have come down from the Ettenmoors.
Thorin: Since when the mountain trolls venture this far south?
Gandalf: Oh, not for an age. Not since a darker power ruled these lands.
[Gandalf thinks for a moment]
Gandalf: They could not have moved in daylight.
Thorin: There must be a cave nearby.
[Thorin walks off to search for the cave]
[they find the trolls’ cave and investigate inside]
Bofur: Oh, what’s that stench?!
Gandalf: It’s a troll hoard. Be careful what you touch.
[the dwarves cough from the foul smell inside the cave, then as they go deeper
inside the cave they come upon the trolls’ treasure]
Bofur: Seems a shame just to leave it lying around. Anyone could take it.
Gloin: Agreed. Nori, get a shovel.
[Gandalf and Thorin discover some swords, Thorin picks one up]
Thorin: These swords were not made by any troll.
[he gives one of the swords to Gandalf]
Gandalf: Nor were they made by any smith among men.
[Gandalf takes a closer look at the sword]
Gandalf: These were forged in Gondolin, by the High Elves, of the First Age.
You could not wish for a finer blade.
[Dwalin watches the other dwarves as they bury some of the trolls’ treasure
into the ground]
Gloin: We’re making a long-term deposit.
Thorin: Let’s get out of this foul place. Come on, let’s go. Bofur, Gloin,
Nori.
[as the dwarves leave the cave, Gandalf comes across an elf-made dagger and
picks it up]
[coming out of the trolls’ cave]
Gandalf: Bilbo.
Bilbo: Hm?
Gandalf: Here. This is about your size.
[he gives Bilbo the elf-made dagger he found in the trolls cave]
Bilbo: I can’t take this.
Gandalf: The blade is of Elvish make, which means it will glow blue when orcs
or goblins are nearby.
Bilbo: I have…I have never used a sword in my life.
Gandalf: And I hope you never have to. But if you do, remember this: true
courage is about knowing not when to take a life, but when to spare one.
[as they are gathered outside the trolls cave]
Thorin: Something’s coming!
Bilbo: Gandalf.
Gandalf: Stay together! Hurry, now! Arm yourselves!
[as the dwarves, Gandalf and Bilbo wait to see who is approaching, suddenly
Radagast bursts through the bushes on his sled led by rabbits]
Radagast: Thieves! Fire! Murder!
Gandalf: Radagast. It’s Radagast the Brown!
[he puts his sword away and approaches Radagast]
Gandalf: What on earth are you doing here?
Radagast: I was looking for you, Gandalf. Something’s wrong. Something’s
terribly wrong.
Gandalf: Yes?
[Radagast goes to speak but stops]
Radagast: Just give me a minute. Um…Oh! I had a thought and now I’ve lost it.
It was…it was was right there, on the tip of my tongue! Oh! It’s not a thought at
all! It’s a silly old… stick insect.
[he sticks his tongue out and Gandalf removes the insect and gives it to
Radagast]
Radagast: The Greenwood is sick, Gandalf. A darkness has fallen over it,
nothing grows anymore. At least nothing good. The air is foul decay, but worse are
the webs.
Gandalf: Webs? What do you mean?
Radagast: Spiders, Gandalf. Giant ones. Some kind of spawn of Ungoliant, or I’m
not a wizard. I followed their trail. They came from Dol Guldur.
Gandalf: Dol Guldur? But the old fortress is abandoned.
Radagast: No, Gandalf. It is not.
[we see flashback of Radagast being led to an abandoned fortress of Dol Guldur]
Radagast: [voice over] A dark power dwells in there, such as I have never felt
before. It is the shadow of an ancient horror. One that can summon the spirits of
the dead.
[we see Radagast fight off a ghost as it attacks him]
Radagast: [voice over] I saw him, Gandalf. From out of the darkness, the
Necromancer has come!
[as he sees the Necromancer, Radagast makes a run for it and gets on sled]
[after telling his story about the Necromancer, Radagast looks shaken]
Radagast: Sorry.
Gandalf: Try a little old Toby. It’ll help setting your nerves.
[he places his pipe in Radagast’s mouth who inhales from the pipe]
Gandalf: And out.
[Radagast lets out the smoke through his nose and looks more visibly relaxed]
Gandalf: Now, the Necromancer. Are you sure?
[Radagast takes the sword that the ghost wielded and gives it to Gandalf]
Radagast: That is not from the world of the living.
[suddenly they hear a howling noise]
[after telling his story about the Necromancer, Radagast looks shaken]
Radagast: Sorry.
Gandalf: Try a little old Toby. It’ll help setting your nerves.
[he places his pipe in Radagast’s mouth who inhales from the pipe]
Gandalf: And out.
[Radagast lets out the smoke through his nose and looks more visibly relaxed]
Gandalf: Now, the Necromancer. Are you sure?
[Radagast takes the sword that the ghost wielded and gives it to Gandalf]
Radagast: That is not from the world of the living.
[suddenly they hear a howling noise]
 Bilbo: Was that a wolf? Are there…are there wolves out there?
Bofur: Wolves? No, that is not a wolf.
[suddenly something growls from behind them and they all turns to see a warg
scouts and they start attacking them, Kili and Thorin manage to kill two of them]
Thorin: Warg scouts! Which means an orc pack is not far behind!
Bilbo: Orc pack?
Gandalf: Who did you tell about your quest, beyond your kin?
Thorin: No one.
Gandalf: Who did you tell?!
Thorin: No one, I swear! What in Durin’s name is going on?
Gandalf: You are being hunted.
Dwalin: We have to get out of here.
Ori: We can’t! We have no ponies. They bolted.
Radagast: I’ll draw them off.
Gandalf: These are Gundabad wargs. They will outrun you!
Radagast: These are Rhosgobel rabbits. I’d like to see them try.
[we see Radagast racing on his rabbit sled across the open plain being pursued
by the wargs and orcs]
Radagast: Come and get me!
[Radagast laughs, then Gandalf comes out from behind a large rock and looks at
*Radagast drawing the orcs off their trail]
Gandalf: Come on!
[Gandalf and the dwarves hurry off in a different direction from the orcs, then
they comes across the orcs again]
Gandalf: Stay together.
Thorin: Move!
[they hurry along trying hide and keep away from the orcs, when they suddenly
come across them again]
Thorin: Ori, no! Come back.
Gandalf: All of you, come on, come on! Quick!
Thorin: Where are you leading us?
[Gandalf looks at Thorin with no reply and moves on ahead, but one of the orcs
chasing after Radagast feels something is amiss so he comes over to investigate
where the dwarves are hiding under a cliff, as he gets close Thorin indicates to
Kili who uses his bow to take the orc and his warg down after which the dwarves
kill him uses their swords]
[the other orcs chasing after Radagast hear the squealing of the orc the
dwarves have just killed]
Hunter Orc: [subtitled] The Dwarf-scum are over there! After them!
[Gandalf and the dwarves hear the wargs howling and see the orcs racing towards
them]
Gandalf: Move! Run!
[the dwarves make a run for it]
Gloin: There they are!
Gandalf: This way! Quickly!
Kili: There’s more coming!
Thorin: KÃli! Shoot them!
[Gandalf notices a large rock and runs towards it]
Fili: We’re surrounded!
[Kili shoots one of the orcs with his bow]
Fili: Where’s Gandalf?
Dwalin: He’s abandoned us!
[as the orcs get nearer]
Thorin: Hold your ground!
[as the orcs get closer suddenly Gandalf appears from behind the large rock
he’d noticed earlier]
Gandalf: This way, you fools!
Thorin: Come on, move! Quickly! All of you!
[they follow Gandalf and find that beneath the rock is an underground tunnel]
 Thorin: Go, go, go!
[the dwarves all start jumping inside the underground tunnel and Gandalf counts
the dwarves]
Gandalf: …nine, ten…
[Thorin shouts to Kili as he kills another orc with his bow]
Thorin: KÃli! Run!
[Kili turns and makes a run for it as the orcs get closer]
[inside the underground tunnel the dwarves hear a hunting horn and the noise of
arrows being shot, we see the elves have arrived and as the elves start killing the
orcs, one of them topples down into the underground tunnel, Thorin removes the bow
from the orc]
Thorin: Elves.
Dwalin: I cannot see where the pathway leads. Do we follow it or not?
Bofur: We follow it, of course!
Gandalf: I think that would be wise.
[they follow the path inside the tunnel and find that it has led them to
Rivendell]
Gandalf: The Valley of Imladris. In the common tongue, it’s known by another
name.
Bilbo: Rivendell.
Gandalf: Here lies the last homely house, east of the sea.
Thorin: This was your plan all along, to seek refuge with our enemy.
Gandalf: You have no enemies here, Thorin Oakenshield. The only ill-will to be
found in this valley is that which you bring yourself.
Thorin: You think the Elves will give our quest their blessing? They will try
to stop us.
Gandalf: Of course, they will. But we have questions that need to be answered.
If we are to be successful this will need to be handled with tact, and respect, and
no small degree of charm, which is why you will leave the talking to me.
[they start making their way towards Rivendell]
[as they enter Rivendell they are met by some elves]
Lindir: Mithrandir.
Gandalf: Ah, Lindir.
[Thorin whispers to Dwalin]
Thorin: Stay sharp.
[Lindir starts speaking in Elvish to Gandalf]
Lindir: [subtitled] We heard you had crossed into the Valley.
Gandalf: I must speak with Lord Elrond.
Lindir: My Lord Elrond is not here.
Gandalf: Not here? Where is he?
[they hear the hunting horn and turn to see the returning elf war party]
Thorin: Close ranks!
[the elf war party surround the dwarves, we see Elrond is with the war party]
Elrond: Gandalf!
Gandalf: Lord Elrond.
[Gandalf greets Elrond in Elvish]
Gandalf: [subtitled] My friend! Where have you been?
Elrond: [subtitled] We’ve been hunting a pack of Orcs that came up from the
South. We slew a number near the Hidden Pass.
[Elrond gets off his horse and embraces Gandalf]
Elrond: Strange for orcs to come so close to our borders. Something or someone
has drawn them near.
Gandalf: Ah, that may have been us.
[Elrond notices Thorin coming towards him]
Elrond: Welcome Thorin, son of Thrain.
Thorin: I do not believe we have met.
Elrond: You have your Grandfather’s bearing. I knew Thror when he ruled under
the mountain.
Thorin: Indeed? He made no mention of you.
 [Elrond says something to Thorin in Elvish]
Gloin: What is he saying? Does he offer us insult?
Gandalf: No, Master Gloin, he’s offering you food.
[the dwarves turn and discuss amongst themselves then turn back to Gandalf]
Gloin: Ah, Well. In that case, lead on.
[as they dwarves sit around the elves dining table, Ori picks up a lettuce
leaf]
Dori: Try it. Just a mouthful.
Ori: I don’t like green food.
[the dwarves find that the elves’ supper consists of fruits and vegetables]
Dwalin: Where’s the meat?
Ori: Have they got any chips?
[as they walk towards the dinner table]
Gandalf: Kind of you to invite us. I’m not really dressed for dinner.
Elrond: Well, you never are.
[they take their seats, joining the dwarves]
[at the dining table, Elrond examines one of the swords that Gandalf and Thorin
had taken from the trolls’ cave]
Elrond: This is Orcrist, the Goblin-cleaver. A famous blade, forged by the High
Elves of the West. My kin.
[he gives the sword back to Thorin]
Elrond: May it serve you well.
[he takes Gandalf’s sword]
Elrond: And this is Glamdring. The Foe-hammer, sword of the King of Gondolin.
These swords were made for the Goblin wars of the First…
[as Elrond is explaining how the swords were made, Bilbo takes out the dagger
that Gandalf had given him earlier and looks at it curiously]
Balin: I wouldn’t bother, laddie. Swords are named for their great deeds they
do in war.
Bilbo: What are you saying, my sword hasn’t seen battles?
Balin: I’m not actually sure it is a sword. More of a letter opener, really.
[referring to the swords]
Elrond: How did you come by these?
Gandalf: We found them in a troll hoard on the Great East road, shortly before
we were ambushed by orcs.
Elrond: And what were you doing on the Great East road?
[later that night Gandalf, Bilbo, Thorin and Balin meet privately with Elrond]
Thorin: Our business is no concern of Elves.
Gandalf: For goodness sake. Thorin, show him the map!
Thorin: It is the legacy of my people. It’s mine to protect! As are its
secrets.
Gandalf: Save me from the stubbornness of dwarves. Your pride will be your
downfall. You stand here in the presence of one of the few in Middle-earth who can
read that map. Show it to Lord Elrond!
[Thorin takes out the map]
Balin: Thorin, no!
[Thorin gives the map to Elrond, he opens it and takes a look]
Elrond: Erebor. What is your interest in this map?
Gandalf: It’s mainly academic. As you know, this sort of artifacts sometimes
contains hidden text.
[Thorin looks at Gandalf gratefully for not giving their quest away]
Gandalf: You still read ancient dwarvish, do you not?
[Elrond reads from the map]
Elrond: ‘Cirth ithil’.
Gandalf: Moon runes. Of course. An easy thing to miss.
Elrond: Well in this case, that is true. Moon runes can only be read by the
light of the moon of the same shape and season as the day on which they were
written.
Thorin: Can you read them?
 [referring to the map]
Elrond: These runes were written on a mid-summer’s eve by the light of a
crescent moon nearly two hundred years ago. It would seem you were meant to come to
Rivendell. Fate is with you, Thorin Oakenshield. The same moon shines upon us
tonight.
[he places the map on a stone slab right under the moon, and as the moon’s
light shines on the map, it reveals the runes and Elrond translates]
Elrond: ‘Stand by the grey stone when the thrush knocks, and the setting sun
with the last light of Durin’s Day will shine upon the keyhole.’
Bilbo: Durin’s Day?
Gandalf: It is the start of the dwarves new year, when the last moon of Autumn
and the first sun of Winter appear in the sky together.
Thorin: This is ill news. Summer is passing, Durin’s Day will soon be upon us.
Balin: We still have time.
Bilbo: Time, for what?
Balin: To find the entrance. We have to be standing at exactly the right spot,
at exactly the right time. Then, and only then, can the door be opened.
Elrond: So this is your purpose, to enter the mountain.
Thorin: What of it?
Elrond: There are some who would not deem it wise.
[Elrond gives the map back to Thorin]
Gandalf: Who do you mean?
Elrond: You are not the only guardian to stand watch over Middle-earth.
[Elrond turns and leaves]
[the surviving orc scouts returns to their master, Azog, whose missing arm has
been replaced with a spike]
Hunter Orc: [subtitled] The Dwarves, Master…we lost them. Ambushed by Elvish
filth, we were…
Azog: [subtitled] I don’t want excuses. I want the head of the Dwarf King!
Hunter Orc: [subtitled] We were outnumbered, there was nothing we could do. I
barely escaped with my life.
Azog: [subtitled] Far better you had paid with it.
[furious, Azog picks up the scout and throws him to wargs who attack and kill
him]
Azog: [subtitled] The Dwarf-scum will show themselves soon enough.
[turning to the orc scouts]
Azog: [subtitled] Send out word, there is a price on their heads!
[the orcs set out again on their wargs]
[as the dwarves settle in for the night, they cook their own food that they
brought, Bofur is cooking a sausage when he hears the table Bombur is sat on is
creaking, he throws his sausage at Bombur]
Bofur: Bombur!
[as Bombur catches the sausage the table underneath Bombur breaks and crashes,
making all the dwarves laugh]
[later on that evening Gandalf meets with Elrond]
Gandalf: With or without our help, these dwarves will march on the mountain.
They’re determined to reclaim their homeland. I do not believe Thorin Oakenshield
feels that he’s answerable to anyone. Nor for that matter am I.
Elrond: But it’s not me you must answer to.
[at that moment Gandalf notices Galadriel turning to face them]
Gandalf: Lady Galadriel.
Galadriel: Mithrandir.
[she starts speaking in Elvish]
Gandalf: [subtitled] It has been a long time.
Galadriel: [subtitled] Age may have changed me, but not so the lady of Lorien.
[Galadriel smiles]
Galadriel: I had no idea Lord Elrond had sent for you.
[Gandalf hears the Saruman’s voice from behind him]
Saruman: He didn’t. I did.
 [Gandalf turns and sees Saruman]
Galadriel: Saruman.
Saruman: You’ve been busy of late, my friend.
Saruman: Tell me, Gandalf, did you think these plans and schemes of yours would
go unnoticed?
Gandalf: Unnoticed? No, I…I’m simply doing what I feel to be right.
Galadriel: The dragon has long been on your mind.
Gandalf: It is true, my Lady. Smaug owes allegiance to no one. But if he should
side with the enemy, the dragon could be used to terrible effect.
Saruman: What enemy? Gandalf, the enemy is defeated. Sauron is vanquished. He
can never regain his full strength.
Elrond: Gandalf, for four hundred years we have lived in peace. A hard won
watchful peace.
Gandalf: Are we? Are we at peace? Trolls have come down from the mountains,
they are raiding villages, destroying farms. Orcs have attacked us on the road.
Elrond: Hardly a prelude to war.
Saruman: Always you must meddle. Looking for trouble where none exists!
Galadriel: Let him speak.
Gandalf: There is something at work beyond the evil of Smaug, something far
more powerful. We can remain blind to it, but it will not be ignoring us, that I
can promise you. A sickness hides over the Greenwood. The woodsmen who live there
now call it Mirkwook, and…uh, they s…they say…
Saruman: Well, don’t stop now, tell us what the woodsmen say?
Gandalf: They speak of a Necromancer, living in Dol Guldur, a sorcerer who can
summon the dead.
Saruman: That’s absurd. No such power exists in this world. This Necromancer is
nothing more than a mortal man. A conjurer dabbling in black magic.
Gandalf: And so I though too. But Radagast has seen…
Saruman: Radagast? Do not speak to me of Radagast the Brown. He’s a foolish
fellow.
Gandalf: Well, he’s odd, I grant you. He lives a solitary life.
Saruman: It’s not that. It’s his excessive consumption of mushrooms. They’ve
addled his brain, and yellowed his teeth. I warned him. It is unbefitting one of
the Istari wandering the wood…
[as Saruman is talking away to Gandalf, Galadriel starts talking to Gandalf
through his mind]
Galadriel: [voice over] You carry something. It came to you from Radagast, he
found it in Dol Guldur.
Gandalf: [voice over] Yes.
Galadriel: [voice over] Show me.
[Gandalf brings out the sword Radagast gave him wrapped in cloth]
Elrond: What is that?
Galadriel: A relic of Mordor.
[Elrond unveils the sword]
Elrond: A Morgul blade.
Galadriel: Made for the witch-king of Angmar, and buried with him. 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.
Elrond: This is not possible. A powerful spell lies upon those tombs, they
cannot be opened.
Saruman: What proof do we have this weapon came from Angmar’s grave?
Gandalf: I have none.
Saruman: Because there is none. Let us examine what we know. A single orc pack
has dared to cross the Bruinen. A dagger from a by-gone age has been found. And a
human sorcerer who calls himself the Necromancer, has taken up residence in a
ruined fortress. It’s not so very much, after all. The question of this dwarvish
company however, troubles me deeply. I’m not convinced, Gandalf. I do not feel I
can condone such a quest. If they’d come to me, I might have spare them this
disappointment. I will not pretend to understand your reasons for raising their
hopes…
[as Saruman continues to talk, Galadriel speaks to Gandalf again through his
mind]
Galadriel: [voice over] They are leaving.
Gandalf: [voice over] Yes.
Galadriel: You knew.
[Gandalf gives her a knowing look]
Saruman: …I’m afraid there’s nothing else for it.
[just then Lindir interrupts their meeting]
Lindir: My Lord Elrond. The dwarves, they’ve gone.
[we see the dwarves leaving Rivendell and continuing on their journey]
Thorin: Be on your guard, we’re about to step over the Edge of the Wild. Balin,
you know these paths, lead on.
Balin: Aye.
[as the dwarves continue on, Bilbo stops and looks back at Rivendell]
Thorin: Master Baggins, I suggest you keep up.
[Bilbo turns and joins the dwarves as they head off]
[back in Rivendell, Gandalf meets with Galadriel privately]
Galadriel: You will follow them.
Gandalf: Yes.
Galadriel: You are right to help Thorin Oakenshield. But I fear this quest has
set in motion forces we do not yet understand. The riddle of the Morgul blade must
be answered. Something moves in the shadows, unseen, hidden from our side, it will
not show itself…not yet. But every day it grows in strength. You must be careful.
Gandalf: Yes.
[Gandalf turns and starts walking off]
Galadriel: Mithrandir.
[Gandalf turns to look at Galadriel]
Galadriel: Why the Halfling?
Gandalf: I do not know. Saruman believes that it is only a great power that can
hold evil in check, but that is not what I have found. I’ve found it is the small
things, everyday deeds of ordinary folk, that keep the darkness at bay. Simple acts
of kindness and love. Why Bilbo Baggins? Perhaps it is because I’m afraid and he
gives me courage.
[Galadriel takes hold of Gandalf’s hands]
Galadriel: Do not be afraid, Mithrandir. You are not alone.
[she speaks in Elvish]
Galadriel: [subtitled] If you should ever need my help, I will come.
[Gandalf looks down and sees Galadriel gently taking her hands away, when he
looks up he sees that Galadriel is gone and he is alone]
[as the dwarves continue on their journey along a mountain pass a violent
thunderstorm begins]
Thorin: Alright, hold on!
[Bilbo slips and the dwarves next to him stop him from falling off the edge]
Thorin: We must find shelter!
Dwalin: Look out!
[they all look up to see a giant rock flying towards them, it hits the edge of
the mountain, shattering around them]
Bifur: Hold on!
Balin: This is no thunderstorms! It’s a thunder-battle! Look!
[they see a stone giant breaking another stone giant]
Bofur: Well bless me. The legends are true! Giants! Stone giants!
[the stone giants throw giant rocks at each other]
Thorin: Take cover, you fool!
Nori: Hold on!
[as the stone giants fight each other the mountain breaks around them]
Fili: Kili, grab my hand!
[suddenly the mountain they’re on comes to life and starts fighting with the
other stone giant, the dwarves find themselves separated and trying to reunite as
the stone giants fight, break each other, and fight some more]
[after the stone giants stop fighting the dwarves manage to get back together]
Balin: We’re alright! We’re alive!
Bofur: Where’s Bilbo? Where’s the hobbit?
[they see Bilbo has fallen off the edge of the mountain, holding on with his
hands]
Thorin: Get him!
Bofur: Grab my hand! Bilbo! Come on and take it!
[the dwarves try to help him up and Thorin jumps down the side of the cliff and
helps him up]
Dwalin: I thought we’d lost our burglar.
Thorin: He’s been lost ever since he left home. He should never have come. He
has no place amongst us.
[Bilbo looks visibly hurt by this comment]
Thorin: Dwalin!
[Thorin makes his way inside a cave]
[checking the cave inside the mountain]
Dwalin: It looks safe enough.
Thorin: Search to the back, caves in the mountains are seldom unoccupied.
[after checking further into the cave]
Dwalin: There’s nothing here.
[the other dwarves enter the cave]
Gloin: Right then, let’s get a fire started.
Thorin: No. No fires. Not in this place. Get some sleep, we start at first
light.
Balin: We were to wait in the mountains until Gandalf joined us. That was the
plan.
Thorin: Plans change. Bofur, take the first watch.
[Azog and his orcs hunt for the dwarves on their wargs]
Azog: [subtitled] The scent is fresh! They have taken the mountain pass.
[they continue on their wargs]
[back in the cave, as all the dwarves sleep Bilbo starts packing and as he’s
about to sneak off Bofur catches him]
Bofur: Where do you think you’re going?
Bilbo: Back to Rivendell.
Bofur: No. No. No. You can’t turn back, now. You’re part of the company. You’re
one of us.
Bilbo: I’m not though, am I? Thorin said I should never have come, and he was
right.

I’m not a Took, I’m a Baggins, I don’t know what I was thinking. I should’ve
never run out the door.
Bofur: You’re homesick, I understand.
Bilbo: No, you don’t! You don’t understand, none of you do, you’re dwarves!
You’re used to…to this life, to living on the road, never settling in one place,
not belonging anywhere!
[realizing what he’s just said]
Bilbo: I’m sorry. I didn’t…
Bofur: No, you’re right. We don’t belong anywhere.
[nearby Thorin overhears all this as he lies in his sleeping place]
Bofur: I wish you all the luck in the world. I really do.
[he pats Bilbo on the shoulder and as Bilbo turns to leave, Bofur notices
Bilbo’s sword glowing]
Bofur: What’s that?
[Bilbo takes his sword out and sees that it’s glowing blue, which means orcs
are near, at the same time Thorin sees the floor of the cave begin to crack]
Thorin: Wake up. Wake up!
[suddenly the ground cracks, tips and slides everyone off into a cavern, where
they are set upon by goblins and taken prisoner, as the dwarves are being hauled
away, the goblins pass by Bilbo, not noticing him, he hides and watches the dwarves
being taken away and then he follows them quietly with his sword drawn, suddenly a
rogue goblin attacks him and as they fight they fall off the bridge and down into
the deep cavern]
[the dwarves are taken before the giant goblin king]
Great Goblin: Who would be so bold as to come armed into my kingdom? Spies?
Thieves? Assassins?
Goblin: Dwarves, your Malevolence.
Great Goblin: Dwarves?
Goblin: We found them on the front porch.
Great Goblin: Well don’t just stand there, search them! Every crack, every
crevice!
[the goblins start searching the dwarves]
Great Goblin: What are you doing in these parts? Speak!
[the dwarves remain silent]
Great Goblin: Very well, if they will not talk, we’ll make them squawk! Bring
up the mangler, bring up the bone breaker! Start with the youngest.
Thorin: Wait!
[Thorin steps forward]
Great Goblin: Well, well, well! Look who it is! Thorin, son of Thrain, son of
Thror, king under the mountain.
[he does a mock bow]
Great Goblin: Oh! But I’m forgetting you don’t have mountain, and you’re not a
king. Which makes you nobody really. I know someone who would pay a pretty price
for your head. Just the head, nothing attached. Perhaps you know of whom I speak,
an old enemy of yours. A pale orc astride a white warg.
Thorin: Azog the Defiler was destroyed. He was slain in battle long ago
Great Goblin: So you think his defiling days are done, do you?
[turning to the goblin scribe]
Great Goblin: Send word to the pale orc, tell him I have found his prize.
[Bilbo wakes from his fall and sees the goblin that attacked lying unconscious
nearby, he hears something approach, and we see Gollum set upon the goblin]
Gollum: Yesss. Yes! Yes. Gollum. Yes! Gollum! Gollum!
[he starts dragging the unconscious body of the goblin, but the goblin wakens
and goes to attack Gollum, Gollum picks up a rock and starts hitting the goblin and
in the process a ring drops out of Gollum’s loincloth, Gollum finally knocks the
goblin out and drags him off]
Gollum: Nasty goblinses are better than old bones, precious. Better than
nothing.
[when Gollum disappears with the goblin, Bilbo gets up, picks up his glowing
sword then notices the ring on the floor, he picks it up and puts it in his pocket,
then he hears Gollum’s voice]
Gollum: Aah, too many boneses, precious! Not enough flesh. Shut up! Cut its
skin off! Start with its head.
[as Bilbo walks towards Gollum he hears Gollum start to sing]
Gollum: The cold hard lands, they bites our hands, they gnaws our feet, for
rocks and stones are like old bones all bare of meat, cold as death, without no
breath it’s good to eat.
[Bilbo sees Gollum bash the goblin’s head in with a rock as it struggles, then
Bilbo sees his sword stop glowing as the goblin dies]
[when Bilbo looks round to watch Gollum, he sees that he’s gone, we see Gollum
is quietly approaching Bilbo and suddenly comes upon him]
Gollum: Bless us and splash us, precious. That’s a meaty mouthful.
[Bilbo draws his sword and places it against Gollum’s throat]
Gollum: Gollum! Gollum!
Bilbo: Back. Stay back. I’m warning you, don’t come any closer.
[Gollum backs off]
Gollum: It’s got an Elfish blade, but it’s not an Elfes. Not an Elfes, no. What
is it, precious? What is it?
[still pointing his sword at Gollum]
Bilbo: My name…is Bilbo Baggins.
Gollum: Bagginses. What is a Bagginses, precious?
Bilbo: I’m a…hobbit from the Shire.
Gollum: Oh! We like goblinses, batses and fishes, but we hasn’t tried Hobbitses
before! Is it soft? Is it juicy?
[Gollum starts to come closer]
Bilbo: Now! Now, keep…keep your distance!
[he waves his sword at Gollum]
Bilbo: I’ll use this, if I have too.
[Gollum hisses at him]
Bilbo: I don’t…I don’t want any trouble, you understand? Just show me the way
to get out of here, and I’ll be on my way.
Gollum: Why? Is it lost?
Bilbo: Yes. Yes, and I want to get unlost, as soon as possible.
Gollum: Oh, we knows! We knows safe path for hobbitses. Safe path in the dark.
Shut up!
Bilbo: I didn’t say anything.
Gollum: I wasn’t talking to you!
[turning to talk to himself]
Gollum: Oh yes, we…we was, precious, we was.
Bilbo: Look, I…I don’t know what your game is, but I…
Gollum: Games?! Oh, we love games, doesn’t we, precious? Does it like games?
Does it, does it, does it like to play?
[Gollum laughs]
Bilbo: Maybe.
Gollum: What has roots as nobody sees, is taller than trees, up, up, up it
goes, and yet never grows?
Bilbo: The mountain.
[Gollum laughs]
Gollum: Yes! Yes! Ooh, let’s have another one, huh? Yes. Go, do it again. Do
it, do it again, ask us.
[suddenly he turns in anger on himself]
Gollum: No! No more riddles. Finish him off, finish him now! Gollum, Gollum!
[Gollum turns to attack Bilbo]
Bilbo: No! No, no, no. I want…I want to play. I do. I want to play. I can see…
you are very good at this. Uh…so why don’t we have a game of riddles? Yes, just…
just…just you and me.
Gollum: Yes. Just…just…just us.
Bilbo: Yes! Yes! And…and if I win, you will show me the way out. Yes?
Gollum: Yes. Yes!
[Gollum starts talking to himself]
Gollum: And if it loses, what then? Well, if it loses, precious, then we eats
it!
[Gollum laughs then turns to Bilbo]
Gollum: If Baggins loses, we eats it whole.
[Bilbo pauses for a moment to think]
Bilbo: Fair enough.
[Bilbo puts his sword away as they start their game of riddles]
Gollum: The Baggins first.
[Bilbo thinks for a moment]
Bilbo: Thirty white horses on a red hill. First they champ, then they stamp,
then they stand still.
[Gollum thinks for a few moments]
Gollum: Teeth?
[he looks at Bilbo and realizes he’s answered correctly]
Gollum: Teeth!
[he starts laughing]
 Gollum: Yes, my precious! But we…we only have nine.
[Gollum shows his teeth to Bilbo]
Gollum: Our turn. Voiceless it cries, wingless flutters, toothless bites,
mouthless mutters.
[Bilbo tries to figure it out]
Bilbo: Just a minute.
[Bilbo turns trying to work out the riddle]
Gollum: Ooh! We knows, we knows!
[talking to himself]
Gollum: Shut up!
[as Bilbo is thinking he sees the breeze over the water in the cave’s lake]
Bilbo: Wind.
[he turns to Gollum]
Bilbo: It’s wind! Of course it is.
[Gollum hisses in anger]
Gollum: Very clever, hobbitses. Very clever!
[Gollum starts to come upon Bilbo in anger and Bilbo draws his sword again]
[Bilbo carries on the game of riddles]
Bilbo: A…a box without hinges, key or…or lid, yet golden treasure inside is
hid.
[Gollum mumbles to himself as he thinks]
Bilbo: Well?
Gollum: It’s nasty.
[Gollum carries on mumbling to himself as he tries to come up with the answer]
Bilbo: Give up?
Gollum: Give us a chance, precious! Give us a chance!
[Gollum thinks hard and suddenly comes up with the answer]
Gollum: Eggses! Eggses! Wet, crunchy little eggses, yes. Grandmother taught us
to suck them, yes!
[Gollum laughs, Bilbo gets distracted by bats flying and turns to see where
they’ve come from, when he turns around he sees Gollum is gone but he can hear his
voice]
Gollum: We have one for you. All things it devours; birds, beasts, trees,
flowers. Gnaws iron, bites steel, Grinds hard stones to meal. Answer us.
Bilbo: Give me a moment, please. I gave you a good long while.
[Bilbo starts muttering to himself as he thinks]
Bilbo: I don’t know this one.
Gollum: Is it tasty? Is it scrumptious? Is it crunchable!
[suddenly Gollum appears behind Bilbo placing his hands around his neck, Bilbo
turns and gets out of his grasp, holding his sword out in front of him]
Bilbo: Let me think! Let me think.
Gollum: It’s stuck. Bagginses is stuck. Time’s up.
[Gollum gives Bilbo an evil look and just then Bilbo realizes the answer]
Bilbo: Time? Ti… The answer is Time.
[Gollum hisses in frustration and anger]
Bilbo: Actually, it wasn’t that hard.
Gollum: Last question. Last chance.
[Gollum picks up a rock and holds it hidden in his hand]
Bilbo: Okay. Uh…
Gollum: Ask us. Ask us!
Bilbo: Yes. Yes, alright.
[Bilbo turns to think and puts his hand in his pocket, touching the ring he
mumbles to himself]
Bilbo: What have I got in my pocket?
Gollum: Well, that’s no fair. It’s…it’s no fair! It’s against the rules!
[he throws the rock in hand in anger]
Gollum: You ask us another one.
Bilbo: No. No, no, no. You said, ask me a question. Well that is my question.
What have I got in my pocket?
 Gollum: Three guesses, precious. He must give us three!
Bilbo: Three guesses, very well, guess away.
Gollum: Handses!
[Bilbo holds up his hand]
Bilbo: Wrong. Guess again.
Gollum: Uuh! Fish bones, goblin’s teeth, wet shells, bat’s wings! Oooh! Aaah!
[Gollum hisses in frustration and anger, then looks up at Bilbo]
Gollum: Knife!
[to himself]
Gollum: No, shut up!
Bilbo: Wrong, again. Last guess.
Gollum: String! Or nothing.
Bilbo: Two guesses at once. Wrong both times.
[Gollum cries in frustration]
Bilbo: So. Come then. I won the game, you promised to show me the way out.
Gollum: Did we say so, precious? Did we say so?
[Gollum turns and looks with evil intent at Bilbo]
Gollum: What has it got in its pocketses?
Bilbo: That’s no concern of yours. You lost.
Gollum: Lost. Lost? Lost?
[Gollum moves to put the ring on, but finds the ring is missing from its place
on his loincloth]
Gollum: Where is it? Where is it?!
[he starts looking around himself]
Gollum: No! Aaah! Where is it? Nooo! Lost, lost! Curse us and splash us, my
precious is lost!
[realizing that Gollum is referring to the ring, Bilbo quickly moves the ring
out of his pocket]
Bilbo: What have you lost?
[Gollum in tears turns to look at Bilbo]
Gollum: Mustn’t ask us! Not its business! Nooo! Gollum! Gollum!
[Gollum cries for a moment, then looks at his reflection in the water]
Gollum: What has it got in its nasty little pocketses?
[realizing that Bilbo has got his ring he turns to look at him, Bilbo holds out
his sword]
Gollum: He stole it. He stole it! Aaah! He stole it!
[he screams, throws a rock at Bilbo, which Bilbo deflects with his sword, then
turns to make a run for it, Gollum chases after him]
[back to the dwarves, the great goblin sings as torture apparatuses are brought
to torture the dwarves]
Great Goblin: Bones will be shattered, necks will be wrung, and you’ll be
beaten and battered, from racks you’ll be hung. You will die down here and never be
found, down in the deep of Goblin town.
[as the goblins go through the dwarves’ things, one of them comes across
Thorin’s sword, he drops it the ground when he sees it glowing blue]
Great Goblin: I know that sword! It is the Goblin-cleaver! The Biter! The blade
that sliced a thousand necks!
[referring to the dwarves]
Great Goblin: Slash them, beat them, peel them, kill them all!
[as one of the goblins gets hold of Thorin]
Great Goblin: Cut off his head!
[suddenly there’s a big explosion and we see that Gandalf has arrived]
[after causing the explosion; to the dwarves]
Gandalf: Take up arms. Fight. Fight!
[the dwarves immediately scramble for their weapons and start fighting with the
goblins, in the midst of all this the great goblin sees that Gandalf also has an
Elfish sword]
Great Goblin: He wields the Foe-hammer, the beater, bright as daylight!
[the dwarves and the goblins continue to fight; as there are too many goblins
to fight Gandalf shouts to the dwarves]
Gandalf: Follow me. Quick! Run!
[they all start running and the goblins start chasing them]
[we see Bilbo is still running from Gollum]
Gollum: Give it to us!
[Bilbo sees crack in the rocks within the cave and tries to wedge himself
through it, Gollum sees him and quickly makes his way towards Bilbo]
Gollum: It’s ours. It’s ours!
[as Gollum screams, Bilbo manages to shove himself through the crack, popping
all of his vest buttons, he then trips and falls and the ring goes flying through
the air, landing intentionally on Bilbo’s finger, at that moment Gollum leaps
through the crack and finds Bilbo has disappeared, in his invisible state Bilbo
watches Gollum howl and scream]
Gollum: Thief! Baggins!
[Gollum leaps off to look for Bilbo]
[the dwarves and Gandalf continue to flee the goblins and fight their way
through the cave, but as they are about to break free the great goblin shows up,
blocking their way]
Great Goblin: You thought you could escape me!
[he pushes Gandalf and the dwarves back]
Great Goblin: What are you going to do now, wizard?
[suddenly Gandalf stabs him the eye using his staff, then using his sword he
cuts opens his belly, the great goblin falls to his knees on the bridge and looks
at Gandalf]
Great Goblin: That’ll do it.
[Gandalf uses his sword to cut the great goblin’s throat, as he dies he falls
breaking the bridge and plunging the dwarves and Gandalf into the deep cavern
below, but miraculously they all survive as they land safely on the cave’s ground
below]
Bofur: Well, that could have been worse.
[just then the dead body of the great goblin lands on top of them]
Dwalin: You’ve got to be joking!
[as they struggle to get free from under the rubble, Kili notices a huge number
of goblins coming for them]
Kili: Gandalf!
Dwalin: There’s too many, we can’t fight them.
Gandalf: Only one thing will save us. Daylight! Come on!
[helping the dwarves from under the rubble]
Gandalf: Here, on your feet.
[they all starting running towards an exit to the daylight]
[Gollum is still looking for Bilbo and his ring and Bilbo follows Gollum in his
invisible state]
Gollum: Wait, my precious. Wait! Gollum! Gollum!
[suddenly Gollum hears the dwarves as they run towards the exit behind him,
Gollum hides behind some rocks as the dwarves leave the cave, blocking Bilbo’s path
out, Bilbo watches in despair as Gandalf and the dwarves leave, he moves closer to
kill Gollum with his sword but stops seeing how broken-hearted Gollum looks and
takes pity on him, instead he jumps over Gollum, accidently hitting him with his
foot as he leaves the cave leaving Gollum howling and furious]
Gollum: Baggins! Thief! Curse it and crush it, we hates it forever!
[after leaving the cave, the dwarves run down the mountainside and Gandalf
counts them]
Gandalf: Five, six, seven, eight. Bifur, Bofur, that’s ten. Fili, Kili, that’s
twelve. And Bombur, that makes thirteen. Where’s Bilbo? Where is our hobbit? Where
is our hobbit?!
[we see Bilbo, still in his invisible state, catch up to the company and hear
this exchange]
Gloin: Curse that Halfling! Now he’s lost! I thought he was with Dori!
Dori: Don’t blame me!
 Gandalf: And where did you last see him?
Nori: I think I saw him slip away when they first collared us.
Gandalf: What happened exactly? Tell me!
Thorin: I’ll tell you what happened. Master Baggins saw his chance and he took
it! He’s thought of nothing but his soft bed and his warm hearth since first he
stepped out of his door. We will not be seeing our hobbit again, he is long gone.
[on hearing this Bilbo slips off his ring and steps out from behind the tree he
was hiding behind]
Bilbo: No, he isn’t.
[the dwarves are surprised and look glad to see him]
Gandalf: Bilbo Baggins. I’ve never been so glad to see anyone in my life.
Kili: Bilbo, we’d given you up!
Fili: How on earth did you get past the goblins?
Dwalin: How indeed?
[Bilbo does a nervous laugh then puts his hand in his pocket where the ring is,
Gandalf sees this and guesses how he’d escaped]
Gandalf: Oh, what does it matter? He’s back.
Thorin: It matters. I want to know. Why did you come back?
Bilbo: Look, I know you doubt me. I know…I know you always have. And you’re
right, I often think of Bag End. I miss my books, and my arm chair, and my garden.
See, that’s where I belong. That’s home. And that’s why I came back, cause…you
don’t have one. A home. It was taken from you, but I will help you take it back if
I can.
[Azog and his warg army shows up seeing the dwarves down the mountainside]
Azog: [subtitled] Run them down! Tear them to pieces!
[couple of his wargs run down the mountain howling, the dwarves hear this
realizing the orcs are upon them]
Thorin: Out of the frying pan.
Gandalf: And into the fire. Run. Run!
[they all start running as the wargs start chasing after them, as the warg’s
catch up with them, Bilbo kills one of them with his sword and the other dwarves
manage to a kill a few of them, then they reach a cliff and are trapped]
Gandalf: Up into the trees. All of you! Come on, climb! Bilbo, climb!
[as the dwarves start climbing the trees, they hear more wargs howling as they
get closer]
Thorin: They’re coming!
[as all the dwarves manage to climb the trees, the wargs circle them
underneath, Gandalf notices a moth fluttering nearby and catches it, sends a
message to the Eagles and the moth flies away]
[as the dwarves are on the trees, Azog shows]
Thorin: Azog!
Azog: [subtitled] Do you smell it? The scent of fear? I remember your father
reeked of it, Thorin son of Thrain.
Thorin: It cannot be.
[Azog points to Thorin]
Azog: [subtitled] That one is mine. Kill the others!
[the wargs attack and start jumping up to catch the dwarves hanging off the
trees]
Azog: [subtitled] Drink their blood!
[the wargs manage to topple the trees over, then Gandalf starts lighting pine
cones on fire, turning them into fire bombs and throwing them at the wargs who
start to back off, he lights up more cones and passes them to the dwarves]
Gandalf: Fili!
[they start throwing fired up cones at the wargs and they start backing off and
the dwarves start to cheer]
[one of the trees the dwarves are on suddenly sags under their combined weight
and starts to fall and hangs over the edge of the cliff with some of the dwarves
hanging on to the branches of the tree, including Dori who’s about to fall off]
Dori: Mister Gandalf! Aah!
 [he suddenly falls off but Gandalf manages to catch him using his staff, as the
rest of the group are holding on to the branches of the tree for dear life, Thorin
decides to take on Azog alone and walks up to him, as Thorin attacks Azog he is
easily defeated is thrown aside making him pass out, Azog then instructs one of his
orcs]
Azog: [subtitled] Bring me the Dwarf’s head.
[as the orc is about to behead Thorin suddenly Bilbo rushes in and attacks the
orc pushing him away and uses his sword to stab and kill the orc, saving Thorin]
[after killing the orc, Bilbo faces Azog]
Azog: [subtitled] Kill him.
[as the orcs move in on Bilbo, suddenly the rest of the dwarves rush in to
fight, Bilbo fights off some of the orcs and wargs and gets tossed to the ground
and Azog comes up towards him, then as some of the dwarves fall of the tree the
Eagles arrive and save them and starts killing the orcs and wargs by grabbing them
and throwing them off the cliff, then they save the rest of the dwarves, Thorin and
Bilbo by picking them up and flying off, much to Azog’s dismay]
[last lines; the Eagles drop the company, and the still unconscious Thorin, on
top of a cliff, Gandalf walks over to Thorin’s body]
Gandalf: Thorin! Thorin.
[Gandalf uses his magic to revive Thorin]
Thorin: The Halfling?
Gandalf: It’s alright. Bilbo is here, he’s quite safe.
[Thorin gets up and looks at Bilbo in anger]
Thorin: You! What were you doing? You nearly got yourself killed! Did I not say
that you would be a burden? That you would not survive in the wild, and you had no
place amongst us.
[he moves closer to Bilbo]
Thorin: I have never been so wrong, in all my life.
[suddenly he embraces Bilbo and the other dwarves cheer]
Thorin: But, I’m sorry I doubted you.

Bilbo: No, I…I would have doubted me too. I’m not a hero, nor a warrior. Not even a
burglar.

[Gandalf laughs and they watch as the Eagles fly off, then Thorin notices the
Lonely Mountain in the distance]
Bilbo: Is that what I think it is?
[everyone walks up to the edge of the cliff to take a closer look]
Gandalf: Erebor! The Lonely Mountain. The last of the Great Dwarf Kingdoms of
Middle-earth.
Thorin: Our home.
[they notice thrush flying towards it]
Oin: A raven! The birds are returning to the mountain.
Gandalf: That, my dear Oin, is a thrush.
Thorin: Well we’ll take it as a sign, a good omen.
Bilbo: You’re right. I do believe the worst is behind us.
[Bilbo smiles; we then see the thrush flying towards Lonely Mountain, it picks
up a snail and starts bashing it against the rock of the mountain, the tapping
carries through into the deserted halls of Erebor and awakens Smaug, who’s sleeping
under a massive pile of gold]

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in: Movies, The Lord of the Rings Transcripts, HBO Max, and 4 more
The Hobbit: The Desolation of Smaug
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Previous transcript: Next transcript:
The Hobbit:
An Unexpected Journey The Hobbit:
The Battle of the Five Armies
TheHobbit-TheDesolationofSmaug.jpg
Transcript

[first lines; flashback to Bree – on the borders of the Shire, it’s pouring
rain, Thorin enters The Prancing Pony, he passes a man at the bar calling out to
the bartender]
Man at Bar: I’m dying of thirst over here! Come on! Come on!
[the bartender places the man’s drink on the bar]
Bartender: Here you are.
[a man goes past the barmaid nearly knocking the drink from her hand]
Barmaid: Watch it!
Bar Patron: Sorry, darling.
[the waitress takes the drink to Thorin, who’s sat at a table by himself]
Barmaid: Here you are.
Thorin: Ah, thank you.
[Thorin starts to eat his meal when he notices a man in the corner watching
him, he looks around and notices another man on the opposite site also watching
him, they start to walk over to him, Thorin gets ready to draw his sword when
suddenly Gandalf sits before him]
Gandalf: Mind if I join you?
[Gandalf stops the barmaid as she walks past their table]
Gandalf: I’ll have the same.
[the two men stop in their tracks and go back to their seats]
Gandalf: I should introduce myself. My name is Gandalf. Gandalf the Grey.
Thorin: I know who you are.
Gandalf: Well, now, this is a fine chance. What brings Thorin Oakenshield to
Bree?
Thorin: I received word that my Father had been seen wandering the wilds near
*Dunland. I went looking, found no sign of him.
Gandalf: Thorin, it’s been a long time since anything but rumor was heard of
Thrain.
Thorin: He still lives, I am sure of it.
[the waitress interrupts them by bringing Gandalf’s food and drink and placing
it on the table]
Thorin: My father came to see you before he went missing. What did you say to
him?
Gandalf: 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.
Thorin: This is no chance meeting is it, Gandalf?
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 along the Greenway. They mistook
me for a vagabond.
Thorin: I imagine they regretted that.
Gandalf: One of them was carrying a message.
[he unrolls the message and slides it across the table to Thorin]
Gandalf: It is Black Speech.
[Thorin looks at Gandalf with unease]
 Gandalf: A promise of payment.
Thorin: For what?
Gandalf: 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.
Thorin: 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.
[Gandalf notices the two men that had been watching Thorin earlier get up and
leave the bar]
Gandalf: What if I were to help you reclaim it?
Thorin: How? The Arkenstone lies half a world away, buried beneath the feet of
a fire breathing dragon.
Gandalf: Yes, it does. Which is why we’re going to need a burglar.
[12 months later – Bilbo is keeping an eye out on the Orcs, led by Azog, he
sees them ride on their wolves to search for himself and the Company of Dwarves, as
Bilbo goes to leave he spots a much larger creature from a distance, he runs back
to Gandalf and the dwarves]
Thorin: How close is the pack?
Bilbo: Too close, couple of leagues, no more. But that’s not the worst of it.
Dwalin: Have the Orcs picked up our scent?
Bilbo: Not yet, but they will do. We have another problem.
Gandalf: Did they see you? They saw you.
Bilbo: No, that’s not it.
Gandalf: Good, what did I tell you? Quite as a mouse. Excellent burglar
material.
[the dwarves start talking amongst themselves, agreeing with Gandalf]
Bilbo: Will you listen! I’m trying to tell you there is something else out
there.
Gandalf: What form did it take? Like a bear?
Bilbo: Ye…Yes, but bigger. Much bigger.
[everyone looks at Gandalf]
Bofur: You knew about this beast?
[Gandalf doesn’t reply but turns away to think for a moment]
Bofur: I say we double back.
Thorin: We’ll be run down by a pack of Orcs.
Gandalf: There is a house, it’s not far from here, where we might take refuge.
Thorin: Whose house? Are they friend or foe?
Gandalf: Neither. He will help us or he will kill us.
Thorin: What choice do we have?
[suddenly they hear the creature roaring nearby]
Gandalf: None.
[the dwarves and Bilbo make a run for it away from the Carrock led by Gandalf
with the Orcs hot on their heels chasing them, they stop when they hear the
creature roaring close by]
Gandalf: This way! Quickly!
[they all make a run for it, Gandalf spots the house ahead]
Gandalf: Into the house! Run!
[as they reach the house]
Gandalf: Come on! Get inside!
[as the dwarves and Bilbo all rush towards the house, Gandalf sees the creature
coming through the woods after them, the dwarves try to open the door of the house,
but it’s locked]
Gandalf: Open the door!
Thorin: Quickly!
[Thorin rushes ahead and manages to open the door, they all rush inside and
just as they are about to close the door the creature lunges its head through it,
the dwarves all push to close the door]
 Dwalin: Come on, lads!
[they finally manage to shut the door and lock it]
[Ori turns to Gandalf]
Ori: What is that?
Gandalf: That is our host.
[they all turn to look at Gandalf in confusion]
Gandalf: His name is Beorn, 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 over fond of dwarves.
[they hear Beorn outside]
Ori: He’s leaving.
[Dori pulls Ori away from the door]
Dori: 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.
[he takes off his hat]
Gandalf: Alright now, get some sleep all of you. You’ll be safe here tonight.
[he stops and looks out]
Gandalf: I hope.
[later that night, Beorn in his bear form roams outside the house, further away
Azog and his Orcs watch the house]
Narzug: [subtitled] Attack them now. Kill the Dwarf filth while they sleep.
Azog: [subtitled] No. The Beast stands guard.
[they walk towards the other Orcs]
Azog: [subtitled] We will kill them on the road.
[suddenly another Orc arrives riding on his wolf]
Bolg: [subtitled] They are gathering in Dol Guldur. The Master has summoned
you.
[back in the house, while the dwarves are asleep, Bilbo takes out the One Ring
from his pocket and looks at it]
[Azog and his Orcs arrive at Dol Guldur and Azog goes to speak with the
Necromancer, a mysterious dark entity]
The Necromancer: [subtitled] We grow in number. We grow in strength. You will
lead my armies.
Azog: [subtitled] What of Oakenshield?
The Necromancer: [subtitled] War is coming.
Azog: [subtitled] You promised me his head.
The Necromancer: [subtitled] Death will come to all.
[the Necromancer disappears]
Narzug: [subtitled] Do we call off the hunt?
Azog: [subtitled] Bolg!
[Bolg appears and walks towards Azog]
Azog: [subtitled] I have a task for you. Do you still thirst for Dwarf blood?
[that same night, Beorn changes to his strong male form, he enters his house
and Bilbo watches him]
[in the morning, Bilbo wakes to find giant bees flying around his head, he
looks around and sees everyone is sat at a table being served breakfast by Beorn]
Beorn: So you are the one they call Oakenshield. Tell me, why is Azog the
Defiler hunting you?
Thorin: You know of Azog? How?
Beorn: 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?
Beorn: Once there were many.
Bilbo: And now?
Beorn: Now there’s only one. You need to reach the mountain before the last
days of autumn.
 Gandalf: Before Durin’s Day falls, yes.
Beorn: You are running out of time.
Gandalf: Which is why we must go through Mirkwood.
Beorn: A darkness lies upon that forest, fell things creep beneath those trees.
There is an alliance between the Orcs of Moria and The Necromancer in Dol Guldur. I
would not venture there, except in great need.
Gandalf: We will take the Elven Road, their 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.
Thorin: What do you mean?
Beorn: 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.
[he picks up the mice Dwalin pushes away from his arm and looks at it]
Beorn: But Orcs I hate more.
[to Thorin]
Beorn: What do you need?
[Beorn loans the company his horses]
Beorn: Go now, while you have the light. Your hunters are not far behind.
[the company arrive at the entrance to Mirkwood forest, Gandalf steps through
the entrance]
Gandalf: The Elven Gate.
[turning to the rest of the company]
Gandalf: Here lies our path through Mirkwood.
Dwalin: No sign of the Orcs. We have luck on our side.
[Gandalf notices Beorn in the distance in his bear form]
Gandalf: Set the ponies loose. Let them return to their master.
Bilbo: This forest feels sick, as if a disease lies upon it. Is there no way
around?
Gandalf: Not unless we go two hundred miles north, or twice that distance…
south.
[Gandalf notices something in the forest and walks further inside, at the same
time Bilbo takes the One Ring from his pocket and touches it, feeling its power]
[as Gandalf walks through the entrance of the forest he hears Galadriel’s
voice]
Galadriel: Something moves in the shadows, unseen, hidden from our sight. Every
day it grows in strength. Beware of The Necromancer, he is not what he seems.
[Gandalf finds a tree with a red eye painted on it]
Galadriel: If our enemy has returned, we must know. Go to the tombs in the
mountains.
Gandalf: The High Fells. So be it.
[Gandalf rejoins the company at the edge of the forest where they are freeing
the horses]
Gandalf: Not my horse, I need it!
[the company looks at Gandalf in confusion]
Bilbo: You’re not leaving us?
Gandalf: I would not do this unless I had to.
[he stops and looks at Bilbo]
Gandalf: You’ve changed, Bilbo Baggins. You’re not the same hobbit as the one
who left the Shire.
Bilbo: I was going to tell you.
[Bilbo pauses before making his confession]
Bilbo: I…I found something in the Goblin tunnels.
Gandalf: Found what?
[Bilbo hesitates again, he continues to hold the ring in his pocket, Gandalf
looks at Bilbo with suspicion]
Gandalf: What did you find?
[Bilbo pauses before finally replying]
Bilbo: My courage.
 [Bilbo quickly removes his hand away from the ring]
Gandalf: Good. Well, that’s good. You’ll need it.
[as Gandalf walks towards his horse]
Gandalf: I’ll be waiting for you at the overlook, before the slopes of Erebor.
[to Thorin]
Gandalf: Keep the map and key safe. Do not enter that mountain without me.
[as he starts to get on his horse]
Gandalf: This is not the Greenwood of old, the very air of the forest is heavy
with illusion that will seek to enter your mind and lead you astray.
Bilbo: 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.
[Gandalf turns his horse and starts to ride off]
Gandalf: No matter what may come, stay on the path!
[Thorin turns and starts to walks towards the entrance of the forest]
Thorin: Come on, we must reach the mountain before the sun sets on Durin’s Day.
Let’s go, we’ve but one chance to find the hidden door.
[as the company walk through Mirkwood forest following the path]
Thorin: The path turns this way.
[they walk through the forest following the path until they reach a corner,
Dwalin uses the end of his ax to feel the ground for the path]
Dwalin: This way.
[the company follows Dwalin and they carry on following the path until they
reach nightfall]
Bofur: Air…I need air.
Oin: My head, it’s spinning! What’s happening?
Thorin: Keep moving.
[suddenly, Nori, who’s leading them stops]
Thorin: Nori, why have you stopped?
Nori: The path, it’s disappeared!
Ori: What’s going on?
Bofur: We’ve lost the path!
Thorin: Find it. All of you, look.
Dwalin: Look for the path!
[as they all start to look for the path they start to feel dizzy]
Balin: I don’t remember this place, none of it’s familiar.
Dori: It’s got to be here.
Thorin: What hour is it?
Dwalin: I don’t know, I don’t even know what day it is.
Thorin: Is there no end to this accursed forest!
[Bilbo notices a massive spider web next to him, he touches it which causes a
vibration to run through it, he does it again and he feels the vibration again]
[we see Bilbo and the dwarves walking through the forest again, but Bilbo
starts to feel funny, he looks down and sees that his feet are walking backwards,
then he looks behind him and sees himself walking behind him, they stop when Ori
picks up a pouch from the found, Dori takes it from him]
Dori: Look, a tobacco pouch. There’s Dwarves in these woods.
[Bifur take the pouch from Dori]
Bofur: Dwarves from the Blue Mountains, no less. This is exactly the same as
mine.
Bilbo: 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.
Dwalin: But which way is the east? We’ve lost the sun!
[as the dwarves argue amongst themselves about being lost, Bilbo looks up]
Bilbo: The sun. We have to find.. the sun.
[he looks down and taps his head]
Bilbo: Up there.
[to the others]
 Bilbo: We need to…
[he sees the dwarves are now pushing each other as they fight amongst
themselves]
Thorin: Enough! Quiet! All of you! We are being watched.
[Bilbo climbs the nearby tree, when he gets to the top, he breathes and starts
to feel like himself again, he sees butterflies fly around him and then spots the
sun shining over a lake]
Bilbo: I can…see a lake! And a…river. And the Lonely Mountain!
[he chuckles to himself]
Bilbo: We’re almost there!
[he calls down to the dwarves]
Bilbo: Can you hear me? I know which way to go!
[there’s no response]
Bilbo: Hello?!
[he still gets no response, so he looks over to the sun and lake when he
suddenly feels himself being pulled down]
Bilbo: Hello.
[he looks down and notices his feet are bound in a spider’s web]
Bilbo: Look…come on!
[as he goes to move he falls off the branch of the tree, he manages to catch
himself on another branch but as he does so suddenly a giant spider emerges and
lunges at Bilbo, who falls down onto the spider’s web and the spider starts to wrap
him up in the web]
[Bilbo is carried off to the nest of spiders, where the rest of the dwarves are
also being held, as the spider that captured Bilbo crawls over him, suddenly Bilbo
takes out his sword and stabs the spider with it and kills it, then he frees
himself from the web and uses the ring to become invisible, he starts to hear the
spiders communicating amongst themselves]
Spider #1: Kill them. Kill them! Eat them now while all their blood is running.
Spider #2: Their hide is tough. This could be juicy inside.
Spider #1: Stick it again. Stick it again. Finish it off.
Spider #2: The meat’s alive and kicking.
Spider #1: Kill them, kill them now. Let us feast, feast, feast. Feast, feast!
[one of them seems to lunge towards Bilbo but it passes through as Bilbo is
invisible]
Spider #2: Kill them now!
Spider #1: Feast! Feast!
[the spiders start to attack the dwarves wrapped in their webs when Bilbo
throws a rock to divert their attention]
Spider #1: What is it? What is it? What is it?!
[the spiders go off to find out where the noise is coming from, one of them
remains to eat his trapped dwarf]
Spider #2: Fat and juicy! Just a little taste.
[as the spider goes to eat the trapped dwarf, suddenly Bilbo hits it with his
sword, the spider turns and goes to lunge at Bilbo but can’t see him, Bilbo then
continues to hit it with his sword]
Spider #2: Curse it! Where is it? Where is it?
[Bilbo takes his ring off and reveals himself to the spider]
Bilbo: Here!
[Bilbo then lunges his sword and stabs the spider]
Spider #2: It stings! It stings!
[the spider then falls down to his death and Bilbo then looks at his sword]
Bilbo: Sting. That’s a good name. Sting.
[Bilbo uses his sword to free the dwarves from the web, they all fall to the
ground]
Bofur: Where’s Bilbo?
Bilbo: I’m up here!
[suddenly one of the other spiders lunges at Bilbo and they both fall from the
tree onto another branch, Bilbo lose his ring, as Bilbo goes to search for the ring
the dwarves fight off the rest of the attacking spiders]
Bilbo: Where is it? Where is it? Come on! Where is it?
[suddenly Bilbo notices the ring lying on the ground not far from him, as he
goes to get it a spider comes out of the ground and unknowingly steps on the ring,
this enrages Bilbo and he starts hitting the spider with his sword]
Bilbo: No! No! No!
[at the same time the dwarves continue to fight off the pack of spiders]
Thorin: Dwalin! Kill it! Kill it!
[Dwalin attacks the spider grabbing hold of Thorin, then Kili gets trapped by
another spider]
Kili: Fili!
[Fili manages to stab the spider]
[then back to Bilbo who is still stabbing the spider that had crawled on the
ring in anger and finally managed to kill it, then he picks up the ring and holds
it up]
Bilbo: Mine!
[he then looks at the ring and it suddenly dawns on him how much the ring has a
hold over him, he looks distressed as he realizes what he had done to regain it,
then he hears the dwarves as they call out to each other]
Dwalin: Come on, keep up!
Thorin: Clear!
[suddenly one of the spiders lands in front of the dwarves, as more spiders
start to descend suddenly Legolas appears along with the others, that’s when the
Wood Elves use their arrows to kill the spiders, after which they point their
arrows at the dwarves]
Legolas: Do not think I won’t kill you, Dwarf. It would be my pleasure.
[suddenly they hear someone screaming for help, Fili turns]
Fili: Kili!
[as Kili is being attacked by a pack of spiders a female elf, Tauriel, swings
in and starts killing the spiders, Kili yells to her]
Kili: Throw me a dagger! Quick!
Tauriel: If you think I’m giving you a weapon, Dwarf, you are mistaken!
[as she kills the spider she was fighting with she quickly turns and throws her
dagger at the spider that was about to kill Kili which kills it]
[as the elves surround the dwarves]
Legolas: Search them!
[Legolas takes a locket from Gloin, showing a picture of his wife and son]
Gloin: Hey, give it back! That’s private!
[looking at one of the pictures]
Legolas: Who is this? Your brother?
Gloin: That is my wife!
[looking at the other picture]
Legolas: And what is this horrid creature? A Goblin Mutant?
Gloin: That’s my wee lad, Gimli!
[another elf takes Fili’s weapons and he reluctantly hands over his sword]
[Legolas turns to Tauriel as she joins them]
Legolas: [subtitled] Are the spiders dead?
Tauriel: [subtitled] Yes, but more will come. They’re growing bolder.
[one of the elves hands Legolas Thorin’s sword]
Legolas: [subtitled] This is an ancient Elvish blade. Forged by my kin.
[to Thorin]
Legolas: Where did you get this?
Thorin: It was given to me.
[Legolas points the edge of the sword at Thorin]
Legolas: Not just a thief, but a liar as well.
[Legolas calls to his elves to lead the dwarves away]
Bofur: Thorin, where’s Bilbo?
[Thorin turns to look behind him]
[the dwarves are taken to the Wood Elves’ kingdom]
 Legolas: [subtitled] Close the gates.
[we see Bilbo following behind them, invisible as he wears the ring again, as
Legolas goes to enter through the gate he senses something behind him, he turns but
he sees no one, he enters through the gate which is then closed behind him; the
dwarves are then imprisoned in cells]
Dwalin: This is not the end of it! Do you hear me?!
Bifur: Let us out of here!
[to Tauriel as she takes him to his cell]
Kili: Aren’t you going to search me? I could have anything down my trousers?
Tauriel: Or nothing.
[she closes the cell on his face and walks away]
[Kili stares at her and smiles to himself]
Legolas: [subtitled] Why does that Dwarf stare at you, Tauriel?
Tauriel: [subtitled] Who can say? He’s quite tall for a Dwarf. Do you not
think?
Legolas: [subtitled] Taller than some…
[Tauriel starts to walk away]
Legolas: [subtitled] …but no less ugly.
[Legolas looks at Kili as he sits in his cell]
[in their cells the dwarves start throwing themselves at the bars to try and
break free]
Gloin: Arhhg…again!
Balin: Leave it! There is 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.
[Thorin is taken to the Elvenking Thranduil]
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.
[he leans down to look at Thorin closely]
Thranduil: You have found a way in. You seek that which would bestow upon you
the right to rule. A 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.
[Thorin smiles]
Thorin: I am listening.
Thranduil: 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.
Thorin: I would not trust, Thranduil, the great King, to only his word. Till
the end of all days be upon us!
[Thranduil looks visibly shocked at Thorin’s words]
Thorin: You, 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!
[in his own language]
Thorin: May you die in dragon fire!
Thranduil: Do not talk to me of dragon fire! I know its wrath and ruin. I have
faced the great serpents of the North.
[suddenly one side of Thranduil’s face becomes distorted, showing signs of
being once burnt, then as he steps back his face returns to its normal state]
Thranduil: I warned your grandfather of what his greed would summon, but he
would not listen.
[Thranduil walks up the steps to his throne]
Thranduil: You are just like him.
[he motions for his guards to grab hold of Thorin who struggles as they hold
him and take him away]
Thranduil: Stay here if you will, and rot. A hundred years is a mere blink in a
life of an Elf. I’m patient. I can wait.
[Thorin is thrown into a cell]
 [after being thrown into a prison cell; referring to Thorin’s meeting with
Thranduil]
Balin: Did he offer you a deal?
Thorin: He did. I told him he could go ishkh khakfe andu null. Him and all his
kin!
Balin: Well, that’s that then. The deal was our only hope.
Thorin: It’s not our only hope.
[Thorin looks up; we see Bilbo in his invisible state has entered the Elf
kingdom, he takes a step forward when he sees Thranduil]
Thranduil: I know you’re there.
[Bilbo thinks he’s been found out as Thranduil turns to stare in his direction]
Thranduil: Why do you linger in the shadows?
[suddenly Bilbo hears Tauriel from behind him and he breathes a sigh of relief]
Tauriel: I was coming to report to you.
Thranduil: I thought I ordered that nest to be destroyed not two moons past.
Tauriel: 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…
Thranduil: That fortress lies beyond our borders. Keep our lands clear of those
foul creatures, that is your task.
Tauriel: And when we drive them off, what then? Will they not spread to other
lands?
Thranduil: Other lands are not my concern. The fortunes of the world will rise
and fall, but here in this kingdom, we will endure.
[as Thranduil speaks Bilbo sneaks past him and goes down some steps, Thranduil
senses something and looks in the direction Bilbo took but sees nothing]
[as Tauriel turns to leave]
Thranduil: Legolas said you fought well today.
[Tauriel stops and turns to look at Thranduil]
Thranduil: He’s grown very fond of you.
Tauriel: I assure, my Lord, Legolas thinks of me as not more than a Captain of
the Guard.
Thranduil: Perhaps he did once. Now I’m not so sure.
Tauriel: I do not think that you would allow your son to pledge himself to a
lowly Silvan Elf.
Thranduil: No, you are right, l would not. Still, he cares about you. Do not
give him hope where there is none.
[near the Elf kingdom the Orcs led by Bolg watch the gates]
Narzug: [subtitled] The gates are guarded.
Bolg: [subtitled] Not all of them…follow me.
[Bolg turns and starts walking away and the Orcs follow him]
[in his cell, Kili holds a stone in his hand that has dwarf writing on it, he
starts tossing it up and catching it, Tauriel who is doing a watch around the
prison cells walks up to Kili’s cell]
Tauriel: The stone in your hand, what is it?
Kili: It is a Talisman.
[Tauriel looks at him for more clarification]
Kili: A powerful spell lies upon it, if any but a dwarf reads the runes on this
stone…
[he shakes his head]
Kili: …they will be forever cursed!
[he hold up the stone making Tauriel take a step back, she looks at him for a
moment and then goes to leave]
Kili: Or not. Depending on whether you believe in that kind of thing. It’s just
a token.
[he laughs and Tauriel smiles]
Kili: A Rune Stone. My mother gave me it to me so I’d remember my promise.
Tauriel: What promise?
Kili: That I would come back to her. She worries. She thinks I’m reckless.
 Tauriel: Are you?
Kili: Nah.
[he tosses the stone up but it falls out through the bars, Tauriel uses her
foot to stop it from rolling away, she picks it up to look at the stone]
[Kili hears the elves having a feast up above them in the kingdom]
Kili: Sounds like quite a party you’re having up there.
Tauriel: It is Mereth Nuin Giliath; The Feast of Starlight. All light is sacred
to the Eldar, but the Wood Elves love best the light of the stars.
Kili: I always thought it is a cold light, remote and far away.
Tauriel: It is memory, precious and pure.
[they look at each other for a moment]
Tauriel: Like your promise.
[she holds his stone in her hand and he takes it back]
[she turns and looks up]
Tauriel: I have walked there sometimes, beyond the forest and up into the
night. I have seen the world fall away and the white light forever fill the air.
Kili: 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…
[as Tauriel sits next to his cell to listen to his story we see Legolas
standing above where the cells are located, not looking happy as he listens to
them]
[still in his invisible state Bilbo goes to the wine cellar]
Lethuin: Galion, you old rogue! We’re running out of drink.
Elros: These empty barrels should have been sent to Esgaroth hours ago. The
party have been waiting for them.
Lethuin: Say what you like about our ill tempered King he has excellent taste
in wine. Come, Elros, try it.
[Bilbo spots the prison cell keys in Elros’ hand]
Elros: I have the dwarves in my charge.
Lethuin: They’re locked up, where can they go?
[he takes the keys to the cells from Elros and hangs them on the wall nearby]
[as they sit in their prison cells]
Bofur: I’ll wager the sun in on the rise. Must be nearly dawn.
Ori: We’re never gonna reach the mountain, are we?
[suddenly Bilbo appears from around the corner]
Bilbo: Not stuck in here you’re not.
[he puts the ring in his pocket then holds up the massive key chain holding the
keys to the cells]
Balin: Bilbo!
[the dwarves start cheering among themselves as Bilbo starts unlocking each
cell]
Bilbo: Ssh! There are guards, nearby!
[he frees Thorin first, then Balin then goes down the step to free the other
dwarves and they start walking up the stairs]
Kili: What’s that?
Dwalin: You first.
Dori: Ori!
Bilbo: Not that way. Down here, follow me!
Bombur: Which way?
Bilbo: Come on!
[they follow Bilbo down to the wine cellar]
[when the company reaches the wine cellar, they find Elros and Lethuin passed
out drunk and snoring; whispering to the dwarves]
Bilbo: This way.
[the dwarves hesitate]
Bilbo: Come on!
 Kili: I don’t believe it, we’re in the cellars!
Bofur: You’re supposed to be leading us out not further in!
Bilbo: I know what I’m doing!
Bofur: Ssh!
Bilbo: Okay, this way. This way.
[he points the direction the dwarves need to take, meanwhile the Elf guards
find the dwarves missing from their cells and raise the alarm]
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!
[the dwarves start mumbling amongst each other, Bilbo looks at Thorin in
frustration]
Thorin: Do as he says!
[the dwarves climb into the empty wine barrels, Bofur sticks his head out]
Bofur: What do we do now?
[the other dwarves stick their heads out of their barrels looking at Bilbo]
Bilbo: Hold your breath.
Bofur: Hold my breath? What do you mean?
[Bilbo then pulls a lever which opens the floorboards dropping the barrels
containing the dwarves down into the river, as the floorboard closes the noise
wakes the two drunk elves and Bilbo stands there alone wondering how he’d forgotten
to include himself in the escape plan]
[after the elves discover that the dwarves have escaped]
Tauriel: Where is the keeper of the keys?
[meanwhile Bilbo frantically tries to get the floorboard to rise by stomping on
it with his foot and just before he gets caught the floorboard slides down making
Bilbo slide down and fall into the river, before the floorboard closes Tauriel and
the other elves arrive; down below in the river, Bilbo is caught by the dwarves,
still in their barrels]
Thorin: Well done, Master Baggins.
[Bilbo raises his hand to dismiss it]
Thorin: Go, come on let’s go!
[the company float across the water in their barrels until they reach the
waterfall]
Balin: Hold on!
[the company fall down the waterfall and are sent downstream with the elves
chasing after them]
[to one of the guards]
Legolas: [subtitled] Shut the gate!
[the guard sounds the alarm for the gates to be shut and the elf guards on the
other side of the river close the gates before Thorin and the rest of the company
can pass through]
Thorin: No!
[as the elves get ready to capture the company suddenly an arrow is fired and
it hits one of the elf guards, and an Orc jumps up from behind him and the elf
falls into the river]
Bofur: Watch out!
[the Orcs, led by Bolg start attacking the elves]
Bolg: [subtitled] Slay them all!
[shouting to the other dwarves as the elves and Orcs are fighting]
Thorin: Get over the bridge!
[suddenly the Orcs start attacking them, Bilbo uses his sword to stab one of
them]
Dwalin: Die!
[as the Orcs and the company fight it out, Kili tries to run up the bridge and
open the gate but he’s shot in the leg by an arrow]
Fili: Kili!
[Kili falls down before he can open the gate and another Orc comes upon him]
Thorin: Kili!
 [before the Orc can attack Kili an arrow hits the Orc killing him, Kili looks
over and sees that Tauriel had shot the arrow, she then starts to battle it out
with the other Orcs]
Bolg: [subtitled] Kill her! Kill the She-Elf!
[as the Orcs go to attack Tauriel the other elves arrive led by Legolas and
they start killing the Orcs; at the same time in his weakened state Kili manages to
open the gate allowing the rest of the company to escape down the river, Bolg
notices this and commands his Orcs]
Bolg: [subtitled] After them!
[in great pain Kili manages to jump down into one of the empty barrels]
Fili: Kili!
[Tauriel notices this before she’s attacked by another Orc, as Legolas and
Tauriel fight it out with the remaining Orcs, the rest of the Orcs chase after the
company down the river, the dwarves manage to kill a few along the way before
Legolas catches up and kills them all with Thorin managing to save him from being
hit by one of Orcs]
[after killing the Orcs Legolas watches the dwarves being taken down the river
by the current, one Orc, Narzug, quietly comes up behind him and shoots his arrow
but Tauriel arrives in time to deflect the arrow, she manages to subdue him and
just as she’s about to kill him Legolas stops her]
Legolas: [subtitled] Tauriel, wait! This one we keep alive.
[at the same time Bolg and the rest of his Orcs have caught up with the
company]

Bolg: [subtitled] After them! Cut them off! [Legolas and Tauriel watch them from
the distance as they go after the company]

[meanwhile, Gandalf finds the tombs of the Nazgûl and finds them empty, at that
moment a bird flies out of the tomb, Gandalf turns in shock and finds Radagast
standing behind him]
Gandalf: Oh, it’s you.
Radagast: Why am I here, Gandalf?
Gandalf: Trust me, Radagast, I would not have called you here without good
reason.
Radagast: This is not a nice place to meet.
Gandalf: No, it is not.
Radagast: These are dark spells, Gandalf. Old and full of hate. Who’s buried
here?
Gandalf: If he had a name, it’s long since been lost. He would’ve been known
only as a servant of evil. One of a number. One of nine.
[walking outside the cave]
Radagast: Why now, Gandalf? I don’t understand.
Gandalf: The Ringwraiths have been summoned to Dol Guldur.
Radagast: But it cannot be the Necromancer. A human sorcerer could not summon
such evil.
Gandalf: 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.
[Gandalf starts walking off]
Radagast: Where are you going?
Gandalf: To rejoin the others.
Radagast: Gandalf!
[Gandalf turns to Radagast]
Gandalf: I started this, I cannot forsake them. They are in grave danger.
Radagast: If what you say is true, the world is in grave danger. The power in
that fortress will only grow stronger.
Gandalf: You want me to cast my friends aside.
 [as the company continue to float down the river in their barrels]
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.
Dwalin: We almost half drowned!
Thorin: Make for the shore!
Dwalin: Aye.
Thorin: Come on, let’s go!
[they reach the shore and get out the barrels]
[Kili falls to his knees from the wound in his leg, Bofur watches him]
Kili: I’m fine, it’s nothing.
Thorin: On your feet.
Fili: Kili’s wounded, his leg needs binding.
Thorin: There’s an Orc pack at our tail. We keep moving.
Balin: To where?
Bilbo: To the mountain, we’re so close.
Balin: A lake lies between us and that mountain, we have no way to cross it.
Bilbo: So then we go around.
Dwalin: The Orcs will run us down as sure as daylight. We’ve no weapons to
defend ourselves.
[to Fili]
Thorin: Bind his leg, quickly. You have two minutes.
[as Ori is getting rid of the water in his boots a bowman named Bard comes up
behind ready to shoot his arrow, as he does so Dwalin intervenes and the arrow hits
the piece of wood in his hand, Kili goes to throw a stone at him and Bard shoots it
out of his hand with an arrow]
Bard: Do it again and you’re dead.
[he points his arrow at them]
Balin: Excuse me, but um…you’re from Lake-town, if I’m not mistaken? That barge
over there, it wouldn’t be available for hire by any chance?
[Bard goes down to his barge followed by the company]
Bard: What makes you think I would help you?
Balin: Those boots have seen better days, as has that coat.
[Bard starts putting the barrels the dwarves were carried in onto his barge]
Balin: No doubt you have some hungry mouths to feed? How many bairns?
Bard: A boy and two girls.
Balin: And your wife, I imagine, she’s a beauty?
[Bard hesitates a moment]
Bard: Aye, she was.
[Balin’s face drops as he realizes what’s he’s just said]
Balin: I’m sorry, I didn’t mean to…
Dwalin: Oh, come on, come on. Enough with the niceties.
Bard: What’s your hurry?
Dwalin: What’s it to you?
Bard: I would like to know who you are, and what you were doing in these lands.
Balin: We are simple merchants from the Blue Mountains, journeying to see our
kin in the Iron Hills.
Bard: Simple merchants, you say?
Thorin: We need food, supplies, weapons. Can you help us?
Bard: I know where these barrels came from.
Thorin: What of it?
Bard: 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 lead 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.
[Bard gets into his barge and throws the rope to Balin, Thorin indicates for
Balin to persuade him to help]
Balin: I’ll wager there are ways to enter that town unseen.
 Bard: Aye. But for that you would need a smuggler.
Balin: For which we would pay double.
[this perks up Bard’s interest]
[as the Orcs led by Bolg continue to search for the dwarves, Legolas and
Tauriel bring the surviving Orc, Narzug, before Thranduil]
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.
[as he holds his sword by the Orc’s neck]
Legolas: You were tracking a company of thirteen dwarves. Why?
Narzug: Not thirteen, not anymore.
[looking at Tauriel]
Narzug: The young one, the blackhead archer, we stuck him with a Morgul shaft.
The poison’s in his blood, he’ll be choking on it soon.
[Tauriel looks visibly struck by this new revelation about Kili]
Tauriel: Answer the question, filth.
Narzug: [subtitled] I do not answer to dogs, She-Elf!
[Tauriel gets out her sword]
Legolas: I would not antagonize her.
Tauriel: You like killing things, Orc? You like death? Then let me give it to
you!
[suddenly Tauriel goes to strike Narzug with her sword but Thranduil stops her]
Thranduil: [subtitled] Enough! Tauriel, leave! Go now.
[reluctantly Tauriel walks off]
Thranduil: 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?
Narzug: The Dwarf runt will never be King!
Legolas: King? There is no King under the mountain, nor will there ever be.
None would dare to enter Erebor Whilst the dragon lives.
Narzug: You know nothing. You’re world will burn.
Legolas: What are you talking about? Speak!
Narzug: Your time has come again. My master serves the one. Do you understand
now, *Elfling? Death is upon you. The flames of war are upon you.
[as Narzug starts to laugh suddenly Thranduil extracts his sword and quickly
decapitates his head]
Legolas: Why did you do that? You promised to set him free.
Thranduil: And I did. I freed his wretched head from his miserable shoulders.
[as Narzug’s body is twitching Thranduil uses his foot to stop it moving]
Legolas: There was more the Orc could tell us.
Thranduil: There was nothing more he could tell me.
[Thranduil turns to walk off]
Legolas: What did he mean by the flames of war?
Thranduil: It means they intend to unleash a weapon so great it will destroy
all before it.
[as he walks off]
Thranduil: I want the watch doubled at our borders, all roads, all rivers.
Nothing moves but I hear of No one enters this kingdom and no one leaves it.
[he stops to look at Legolas for a moment before turning to walk off; as
Legolas walks towards the guards by the gates]
Legolas: [subtitled] Close the gate! Keep it sealed by order of the King.
Elros: [subtitled] What about Tauriel?
Legolas: [subtitled] What about her?
Elros: [subtitled] She went into the forest armed with her bow and blade. She
has not returned.
[the Orcs find the trail of the company by finding remnants of Kili’s blood
left on the stony shore]
Hunter Orc: [subtitled] Dwarf blood! They were here!
 Bolg: [subtitled] There is another scent…
[he takes a sniff]
Bolg: [subtitled] Man flesh!
[Bolg looks across the lake]
Bolg: [subtitled] They have found a way to cross the lake.
[as they cross the lake on Bard’s barge they go through a mist after which they
nearly hit the large stone coming out from the water]
Bofur: Watch out!
[Bard goes smoothly past the stones]
Thorin: What are you trying to do? Drown us?
Bard: I was born and bred on these waters, Master Dwarf. If I wanted to drown
you, I would not do it here.
Dwalin: Oh, I’ve had enough of this lippy lake-man. I say we throw him over the
side and be done with him.
Bilbo: Oh, Bard. He’s name’s Bard.
Dwalin: How do you know?
Bilbo: Uh…I asked him.
Dwalin: 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.
[Balin counts their coins]
Balin: Come on, now, lads. Turn out your pockets.
[the dwarves reluctantly look for coins in their pockets]
Dwalin: How do we know he won’t betray us?
Thorin: We don’t.
[as Balin finishes counting their coins]
Balin: There’s um…just a wee problem. We’re ten coins short.
Thorin: Gloin, come on. Give us what you have.
Gloin: 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…
[as he talks Gloin notices the other dwarves’ attention is caught by something
and then we see that through the mist they can see a closer view of the Lonely
Mountain]
Gloin: Bless my beard.
[immediately Gloin takes out his sack of coins]
Gloin: Take it. Take all of it.
[as Gloin hands the coins to Balin Bilbo clears his throat in warning to let
them know Bard is walking over to them]
Bard: The money, quick. Give it to me.
Thorin: We will pay you when we get our provisions, but not before.
Bard: If you value your freedom, you’ll do as I say. There are guards ahead.
[the company all look ahead of them towards the port ahead]
[when they reach the port we see the company has hidden in the barrels now
piled in Bard’s barge]
Dwalin: Ssh. What’s he doing?
[looking through the hole in his barrel]
Bilbo: He’s talking to someone. He’s pointing right at us. Now they’re shaking
hands.
Thorin: What?
Dwalin: He’s selling us out.
[as they hear footsteps approaching suddenly a pile of fish starts landing on
top of the dwarves in each barrel, later as Bard continues their journey to Lake-
town we see each barrel is filled with fish, Bard hears dwarves moaning in the
barrels]
Bard: Quiet! We’re approaching the toll gate.
[as they approach the town gate]
Percy: Halt! Goods inspection. Papers please!
[as he steps out of his lodging]
Percy: Oh, it’s you, Bard!
Bard: Morning, Percy.
 Percy: Anything to declare?
Bard: Nothing. But I am cold and tired, and ready for home.
Percy: You and me both.
[he hands Percy his paper which Percy then stamps and offers it back to Bard]
Percy: There we are, all in order.
Alfrid: Not so fast.
[he takes the paper from Percy and starts reading from it]
Alfrid: Consignment of empty barrels from the Woodland realm.
[pointing to the barrels]
Alfrid: Only they’re not empty. Are they Bard? If I recall correctly, you’re
licensed as a bargeman. Not…
[he takes a fish from one of the barrels and under it we see one of the
dwarves’ eye revealed]
Alfrid: …a fisherman.
Bard: That’s none of your business.
Alfrid: Wrong. It’s the Master’s business, which makes it my business.
Bard: Oh, come on, Alfrid. Have a heart, people need to eat.
Alfrid: These fish are illegal.
[he throws the fish in his hand into the water]
[to his thug]
Alfrid: Empty the barrels over the side.
[to the guards]
Braga: You heard him, in the canal.
[one by one the guards get on board the barge]
Braga: Come on. Get a move on.
[as the guards start picking up the barrels Bard watches with worry]
Bard: Folk in this town are struggling. Times are hard. Food is scarce.
Alfrid: 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?
[as the guards are just starting to empty the barrels over the side Alfrid
holds up his hand]
Alfrid: Stop!
[the guards put the barrels back and walk off the barge]
Alfrid: Ever the people’s champion, hey, Bard? Protector of the common folk.
You might have their favor now, bargeman, but it won’t last.
[he turns and walks off the barge]
Percy: Raise the gate!
[the guards start to raise the town gate and Bard starts to steer the barge
through it]
Alfrid: The Master has his eye on you. You’ll do well to remember, we know
where you live.
Bard: It’s a small town, Alfrid. Everyone knows where everyone lives.
[Bard enters the town with his barge and the barrels of fish intact]
[as the Master of Lake-town rises from bed]
Alfrid: All this talk of civil unrest, someone’s been stirring the pot, Sire.
[the Master limps out of bed, he moans with pain as his leg gives him pain and
sits down]
Alfrid: Gout playing out, Sire?
Master of Lake-town: It’s the damp! It’s the only possible explanation. Now,
get me a brandy.
Alfrid: The mood of the people, Sire, it’s turning ugly.
Master of Lake-town: 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.
[as Alfrid finishes pouring the brandy into a glass, he takes a quick swig of
it before handing it to the Master]
Alfrid: It’s my belief, Sire. They’re being led on by troublemakers.
[the Master takes the glass of brandy and starts drinking it as if it’s a glass
of water]
Master of Lake-town: Then we must find these troublemakers and arrest them.
[the Master and Alfrid walk downstairs and into the study]
Alfrid: My thoughts exactly, Sire.
[the Master continues to drink from his glass of brandy]
Master of Lake-town: And all this talk of a change must be suppressed. We can’t
afford to let the rabble band together, start making noises. The next you know,
they’ll start asking questions, forming committees.
[in his study he pours himself more brandy into his glass]
Master of Lake-town: Launching inquiries.
Alfrid: Out with the old, in with the new.
Master of Lake-town: What?
Alfrid: That’s what they’ve been saying, Sire. There is even talk of an
election.
Master of Lake-town: An election? That’s absurd! I won’t stand for it.
[the Master turns and starts walking off]
Alfrid: I don’t think they’d ask you to stand, Sire.
[the Master opens the door to the balcony and walks onto it, looking out at the
town]
Master of Lake-town: Shirkers, ingrates, rabble rousers! Who would have the
nerve to question my authority? Who would dare? Who…?
[he pauses as he realizes who it could be]
Master of Lake-town: Bard. You mark my words, that trouble making bargeman is
behind all this.
[after smuggling the company inside the barrels of fish into the town Bard
starts tipping the barrels over so that the dwarves can get out, Dwalin stops him
as he goes to tip his barrel]
Dwalin: Get your hands off me.
[the rest of the company start getting out of the barrels, one of the towns
people watches them in confusion, Bard offers him a coin]
Bard: You didn’t see them, they were never here. The fish you can have for
nothing.
[to the company]
Bard: Follow me.
[Bard leads them through the town center when they are met by Bard’s son]
Bain: Da, our house! It’s being watched.
[we see the Master’s Lake-town spies making their round to pass news of Bard
arriving home; then we see Bard walk towards his home with Bain with the company
nowhere in sight, before they enter inside Bard throws a piece of bread to the two
fishermen in the boat pretending to fish outside Bard’s house]
Bard: You can tell the Master I’m done for the day.
[Bard enters his home and closes the door]
Tilda: Da! Where have you been?
[Tilda rushes into Bard’s arms]
Sigrid: Father, there you are. I was worried.
[Sigrid also rushes into Bard’s arms to embrace him]
Bard: Here, Sigrid.
[he hands her the bag he was carrying]
Bard: Bain, get them in.
[Bain rushes down to the bottom of their home to where the toilets are, he
bangs his foot on the floor boards and we see Dwalin’s head pop out of the toilet]
Dwalin: If you speak of this to anyone, I’ll rip your arms off.
[Bain goes to offer his hand to get out of the toilet but Dwalin smacks it
aside]
Dwalin: Get off.
[he drags himself out of the toilet]
Bain: Up there.
[as Dwalin makes his way up to the house next to come up out of the toilet is
Bilbo, Sigrid watches from the staircase as the dwarves come out of the toilet and
up into the house]
Sigrid: Da, why are there dwarves coming out of our toilet?
Tilda: Will they bring us luck?
[later the company sits by the fire to dry themselves off as Bard gives them
dry clothes]
Bard: They may not be the best fit, but they’ll keep you warm.
[Tilda offers some clothes to Bilbo]
Bilbo: Oh, thank you.

[Thorin looks out the window and notices a large ballista on top of the town’s
tower]

Thorin: The Dwarvish Wind-Lance!

Bilbo: You look like you’ve seen a ghost.
[Balin comes up behind them]
Balin: He has. The last time we saw such a weapon the city was on fire. It was
a day the dragon came. The day that Smaug destroyed Dale.
[we see flashback to when Smaug was destroying Dale]
Balin: 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 wind-lance could have pierced the dragon’s hide. And few of those
arrows were ever made.
[we see flashback to Girion shooting a Black Arrow from the wind-lance, but it
misses hitting Smaug]
Balin: The store was running low when Girion made his last stand.
Thorin: If the aim of men had been true that day, much would’ve been different.
Bard: You speak as if you were there.
Thorin: All Dwarves know the tale.
Bain: Then you would know that Girion hit the dragon. He loosened his scale
under the left wing, one more shot and he would’ve killed the beast.
[Dwalin chuckles]
Dwalin: That’s a fairy story, lad. Nothing more.
[Thorin walks up to Bard]
Thorin: You took our money. Where are the weapons?
Bard: Wait here.
[Bard goes down to his boat beneath the house and drags the weapons up from
under his boat]
Thorin: Tomorrow begins the last days of Autumn.
Balin: Durin’s Day falls the morning after next. We must reach the mountain
before then.
Kili: And if we do not? If we fail to find the hidden door before that time?
Fili: Then this quest has been for nothing.
[at that moment Bard enters and dumps the weapons, on the table in front of the
dwarves, Thorin picks one of the items up]
Thorin: What is this?
Bard: Pike hook. Made from an old harpoon.
Kili: And this?
Bard: A crow bill, we call it. Fashioned from a smithy’s hammer. It’s heavy in
a hand, I grant. But in defense of your life, these will serve you better than
none.
Gloin: We paid for weapons. Iron forged, swords and axes!
Bofur: It’s a joke!
[the dwarves dump the weapons back on the table]
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.
[to the company]
Balin: I say we leave now.
 Bard: You’re not going anywhere.
Dwalin: What did you say?
Bard: There are spies watching this house and probably every dock and wharf in
the town. We must wait till nightfall.
[the dwarves reluctantly sit back down, as Kili sits he tries to hide the pain
from his wound]
[after hearing Thorin’s name for the first time Bard paces outside his house]
Bard: Thorin.
[suddenly realizing who Thorin is he looks over to the Lonely Mountain in the
distance, Bain opens the front door and looks at his father]
Bain: Da?
Bard: Don’t let them leave.
[Bard rushes off into the town]
[on the trail of the company, Tauriel hears something behind her, she quickly
raises her bow and arrow and turns to shoot only to find Legolas behind her
pointing his arrow at her]
Tauriel: [subtitled] I thought you were an Orc.
Legolas: [subtitled] If I were an Orc you would be dead.
[he lowers his bow and arrow and takes a step closer to Tauriel]
Legolas: Tauriel, you cannot hunt thirty Orcs on your own.
Tauriel: But I’m not on my own.
Legolas: You knew I would come.
[Tauriel smiles]
Legolas: The King is angry, Tauriel. For six hundred years my father has
protected you, favored you. You defied his orders, you betrayed his trust.
[in Elvish]
Legolas: [subtitled] Come back with me, he will forgive you.
Tauriel: [subtitled] But I will not. If I go back, I will not forgive myself.
[she turns and walks over to stand at the edge of the cliff]
Tauriel: The King has never let Orc filth roam our lands. Yet he would let this
Orc pack cross our borders and kill our prisoners.
Legolas: It is not our fight.
Tauriel: It is our fight. It will not end here. With every victory this evil
will grow. If your father has his way, we will do nothing. We will hide within our
walls, live our lives away from the light and let darkness descend. Are we are not
part of this world? Tell me, mellon, when did we let evil become stronger than us?
[Bard rushes into a shop in town full of trinkets and antiques]
Stallkeeper: Hello, Bard. What are you after?
Bard: There was a tapestry. An old one. Where’s it gone?
Stallkeeper: What tapestry are you talking about?
[Bard looks around and finds the tapestry]
Bard: This one.
[he opens the tapestry which shows the Oakenshield lineage, as Bard is looking
at the tapestry he hears the towns people start gossiping about the dwarves]
Lake-town Female #1: They were dwarves I tell you. Appeared out of nowhere.
Full beards, fierce eyes. I’ve never seen the like.
Lake-town Male #1: What are dwarves doing in these parts?
Lake-town Male #2: It’s the prophecy.
Lake-town Male #1: Prophecy?
Lake-town Male #2: Prophecy of Durin’s folk.
[in the shop Bard finds Thorin’s name on the tapestry]
Bard: A prophecy?
[he starts to realize what Thorin and the other dwarves are planning to do]
Bard: Prophecy.
[back in the town the towns people carry on gossiping about the dwarves]
Lake-town Male #3: The old tales have come true.
Lake-town Female #2: Vast halls of treasure!
Lake-town Female #3: Can it really be true? Has the Lord of Silver Fountains
returned?
 [to himself]
Bard: The Lord of Silver Fountains. The King of Carven Stone. The King Beneath
the Mountain, shall come into his own.
[as he thinks the rest of the tale to himself]
Bard: [voice over] And the bells shall ring in gladness at the Mountain King’s
return. But all shall fade in sadness. And the lake will shine and burn.
[Bard rushes back to his house and enters only to find the company has left]
Bain: Da! I tried to stop them.
Bard: How long have they been gone?
[later that night the dwarves attempt to break into the city armory to steal
their weapons]
Dwalin: Shh. Keep it down.
Thorin: As soon as we have the weapons, we’ll make straight for the mountain.
[to Nori]
Thorin: Go, go, go.
[Nori makes run for it towards the armory building, the rest of the dwarves are
kneeling in front of the window to allow Nori to step onto their backs and climb
into the window]
Thorin: Next.
[Bilbo makes a run for it and does the same as Nori, he climbs onto the backs
of the kneeling dwarves and jumps in through the window]
[inside the building the dwarves start collecting the weapons, Thorin gives
Kili another weapon to carry on top of the ones he’s already carrying]
Thorin: You alright?
Kili: I can manage. Let’s just get out of here.
[as Kili goes to walk down the stairs he drops the weapons in his hand and
falls down the stairs, the noise wakes the people of Lake-town]
Dori: Run!
[as the dwarves turn to run they are stopped by two guards, inside the armory
the guards enter and capture the dwarves]
[after being captured stealing the weapons the dwarves are brought before the
Master]
Master of Lake-town: What is the meaning of this?
Braga: We caught ’em stealing weapons, Sire.
Master of Lake-town: Ah! Enemies of the state, huh?
Alfrid: A desperate bunch of mercenaries, if ever there was, Sire.
Dwalin: Hold your tongue!
[Dwalin takes a step closer]
Dwalin: You do not know to whom you speak. This is no common criminal. This is
Thorin. Son of Thrain, son of Thror!
[Thorin steps out to stand beside Dwalin]
Thorin: We are the dwarves of Erebor. We have come to reclaim our homeland.
[upon this revelation the towns people murmur amongst themselves]
Thorin: I remember this town in the great days of old. Fleets of boats lay at
harbor, filled with silks and fine gems. This was no forsaken town on a lake. This
was the center of all trade in the north!
[he turns to face the people gathered around them]
Thorin: I would see those days return. I would relight the great forges of the
dwarves and send wealth and riches flowing once more from the halls of Erebor!
[the crowd cheers]
Bard: Death! That is what you’ll bring upon us.
[Bard pushes through the crowd and walks towards Thorin]
Bard: Dragonfire and ruin. If you awaken that beast, it will destroy us all.
Thorin: You can listen to this naysayer, but I promise you this; if we succeed
all will share in the wealth of the mountain.
[the crowd looks pleased to hear this]
Thorin: You will have enough gold to rebuild Esgaroth ten times over!
[the crowd cheers and Bard turns to face them]
Bard: All of you! Listen to me, you must listen! Have you forgotten what
happened to Dale? Have you forgotten those who died in the firestorm? And for what
purpose?
[he turns to look at Thorin]
Bard: The blind ambition of a Mountain King, so riven by greed, he could not
see beyond his own desire!
Master of Lake-town: Now. Now. We must not, any of us, be too quick to lay
blame. Let us not forget, that it was Girion, Lord of Dale, your ancestor, who
failed to kill the beast. Hm!
Alfrid: It’s true, Sire. We all know the story. Arrow after arrow, he shot.
Each one missing its mark.
[Bard takes a step closer to Thorin]
Bard: You have no right. No right to enter that mountain.
Thorin: I have the only right.
[Thorin turns to face the Master]
Thorin: I speak to the Master of the men of the lake. Will you see the prophecy
fulfilled? Will you share in the great wealth of our people?
[the Master hesitates]
Thorin: What say you?
Master of Lake-town: I say unto you…welcome!
[the crowd cheers]
Master of Lake-town: Welcome and rise! Welcome, King Under the Mountain!
[the next morning the company get ready to leave for the Lonely Mountain on the
barge and with the weapons provided by the town]
Bilbo: You do know we’re one short? Where’s Bofur?
Thorin: If he’s not here, we leave him behind.
Balin: We’ll have to, if we’re to find the door before nightfall. We can risk
no more delays.
[they start boarding the barge when Thorin stops Kili]
Thorin: Not you. We must travel at speed, you will slow us down.
Kili: What are you talking about? I’m coming with you.
Thorin: No, no.
Kili: I’m going to be there when that door’s opened. When we first look upon
the halls of our fathers, Thorin…
Thorin: Kili, stay here. Rest. Join us when you’re healed.
[Kili looks devastated as Thorin turns to board the barge]
Oin: I’ll stay with the lad. My duty lies with the wounded.
[Oin walks off the barge and goes to join Kili]
Fili: Uncle, we grew up on tales of the mountain. Tales you told us. You cannot
take that away from him!
Kili: Fili.
Fili: I will carry him if I must!
Thorin: One day you will be King and you will understand. I cannot risk the
fate of this quest for the sake of one dwarf. Not even my own kin.
[Fili looks over to Kili then gets off the barge, Thorin grabs his arm to stop
him]
Thorin: Fili, don’t be a fool. You belong with the company.
Fili: I belong with my brother.
[Fili turns and walks over to join Kili and Oin]
[the trumpets announce the Master as he steps onto a platform and the crowd
cheers, back in the Masters house Bofur is passed out drunk under a table when he
hears the trumpets and wakes]
Bofur: By my beard, is that the time!
[as he rises he bangs his head on the table, he gets up, grabs a half filled
glass and drinks from it and then rushes out to join the dwarves on the dock]
Master of Lake-town: Go now with our good will.
Bofur: Wait!
Master of Lake-town: And may your return bring fortune to all!
[the crowd cheers as the company sets off on the barge down the lake, at the
same time Bofur pushes through the crowd but when he reaches the dock he sees the
rest of the company has left and is too far down the lake for him to reach]
Bofur: No!
[he turns and notices Kili, Fili and Oin]
Bofur: Did you miss the boat as well?
[suddenly Kili looks close to passing out]
Fili: Kili? Kili!
[Fili, Oin and Bofur take Kili to Bard’s house, as Bard opens the door]
Bard: No. I’m done with dwarves, go away!
[as he goes to shut the door Bofur stops him]
Bofur: No! No! No one will help us. Kili’s sick.
[he turns to look at Kili who looks pale and close to passing out]
Bofur: He’s very sick.
[as they reach the overlook at the Lonely Mountain they come upon an abandoned
city]
Bilbo: What is this place?
Balin: It was once the city of Dale. Now it is a ruin. The Desolation of Smaug.
Thorin: The sun will soon reach midday. We must find the hidden door into the
mountain before it sets. This way.
[he turns to lead them off]
Bilbo: Wait. Is this the overlook? Gandalf said to meet him here, on no account
were we to…
Thorin: Do you see him? We have no time to wait upon the wizard. We’re on our
own. Come.
[he turns and starts leading the dwarves]
[meanwhile, Gandalf has reached Dol Guldur with Radagast]
Gandalf: Dol Guldur. The hill of sorcery.
Radagast: It looks completely abandoned.
Gandalf: As it is meant to. A spell of concealment lies over this place. Which
means our enemy is not yet ready to reveal himself. He has not regained his full
strength. *Radagast, I need you to carry a message to the Lady Galadriel. Tell her,
we must force his hand.
Radagast: What do you mean?
Gandalf: I’m going in alone. On no account come after me.
[Radagast hesitates before starting to walk away]
Gandalf: Do I have your word?
Radagast: Yes, yes, yes, yes!
[as Radagast leaves Gandalf starts walking further into the abandoned ruins of
Dol Guldur]
Radagast: Wait, Gandalf! What if it’s a trap?
Gandalf: Turn around and do not come back.
[to himself as Radagast turns and carries on walking away]
Gandalf: It’s undoubtedly a trap.
[he draws his sword and carries on walking into the ruins]
[Gandalf wanders around the ruins]
Gandalf: [subtitled] The evil that is hidden here, I command it to come forth!
I command it to reveal itself!
[Gandalf slams his spear down to remove the spell but nothing happens, he
carries on walking around trying to reveal the Necromancer, beneath the ruins is
Azog and his Orcs]
Azog: [subtitled] The Wizard has come.
Orc: [subtitled] He is lifting the spell. He will find us!
Azog: [subtitled] Yes…he will!
[at the Lonely Mountain the company search for the hidden door]
Thorin: Anything?
Dwalin: Nothing!
[looking at the map]
Thorin: If the map is true, the hidden door lies directly above us.
[Bilbo finds a large carving of the previous king on the side of the mountain]
Up here!

Thorin: You have keen eyes, Master Baggins.

[the company climbs up the massive carving until they reach the top where they
see the wall of mountain]
Thorin: This must be it. The hidden door.
[facing the company]
Thorin: Let all those who doubted us, rue this day!
[he holds up the key and they all cheer]
Dwalin: Hey, we have a key.
[he starts touching the wall]
Dwalin: Which means there’s somewhere there is a keyhole.
[looking at the sun which is about to set]
Thorin: The last light of Durin’s Day…will shine upon the keyhole.
[he looks over to the sun light shining on the mountain’s wall but the dwarves
fail to find the keyhole]
Thorin: Nori.
[Nori goes over to the wall places a glass against and uses a spoon to tap
against the wall in order to see if he can hear where the hidden door is]
Thorin: We’re losing the light. Come on!
[Dwalin starts thumping his leg onto the wall trying to locate the hidden door]
Nori: Be quiet. I can’t hear when you’re thumping!
Dwalin: I can’t find it. It’s not here! It’s not here!
[as they begin to lose the sun light]
Thorin: Break it down!
[the dwarves start using their weapons to hit against the mountain wall
frantically trying to break it before they lose the sun light completely]
Thorin: Come on!
[the company continue to hit the wall with their weapons to no avail]
Thorin: We lost the light.
Balin: It’s no good! The door’s sealed! Can’t be open by force. Powerful magic
on it.
[the sun finally sets and they lose the light]
Thorin: No!
[he goes over to the wall and looks at the map again]
Thorin: The last light of Durin’s Day…will shine upon the keyhole.
[looking at the company]
Thorin: That’s what it says. What did we miss?
[he looks at Balin who shakes his head]
Thorin: What did we miss? Balin.
Balin: We’ve lost the light. There’s no more to be done. We had but one chance.
Come away, lads. It’s over.
[dejected they all start to leave]
Bilbo: Wait a minute, what?
[to Thorin]
Bilbo: Where are they going?
[to the dwarves as they walk away]
Bilbo: You can’t give up now!
[completely crestfallen Thorin turns and lets go of the key which falls to the
ground]
Bilbo: Thorin.
[Thorin starts walking away and gives the map to Bilbo]
Bilbo: You can’t give up now.
[Thorin joins the rest of the dwarves as they start making their way down]
[as the others leave Bilbo stands by the mountain wall reciting to himself]
Bilbo: Stand by the grey stone. When the thrush knocks, and the setting sun.
And the last light of Durin’s Day will shine.
[turning from the wall he paces trying to figure it out]
Bilbo: The last light. The last light.
 [he looks up and suddenly sees the moon appear from behind the clouds in the
sky, he looks back at the wall and sees a thrush trying to crack open a snail,
rapping it against the wall, then the moonlight hits the wall]
Bilbo: The last light!
[the moonlight shines on the keyhole of the hidden door]
Bilbo: The keyhole!
[he goes over to the edge and shouts down to the dwarves]
Bilbo: Come back! Come back! It’s the light of the moon! The last moon of
Autumn!
[he laughs to himself]
Bilbo: Where’s the key? Where’s the key?! Where’s the…?
[he starts looking on the ground for the key Thorin had dropped]
Bilbo: It was here. Come on. It was here It was just…
[as he looks around he accidentally kicks it, nearly dropping it over the edge
of the mountain until Thorin steps on the string, Thorin picks up the key looking
at it as the other dwarves join him, they all then look at the wall where the
keyhole is now showing]
[Thorin inserts they key into the keyhole within the mountain wall, unlocks it
and pushes it open, the company stares at it in awe for a moment]
Thorin: Erebor
Balin: Thorin.
[Balin is near to tears and Thorin places his hand on his shoulder, then he
takes a step inside]
Thorin: I know these walls. These halls. This stone.
[he touches the stone wall as he walks further inside]
Thorin: You remember it, Balin. Chambers filled with golden light.
Balin: I remember.
[Balin and the rest of the company step inside, Gloin spots an engraving on the
wall]
Gloin: Herein lies the seventh kingdom of Durin’s folk. May the heart of the
mountain unite all dwarves in defense of this home.
Balin: The throne of the king.
[referring to the engraving of a stone on the throne with light shining around
it]
Bilbo: And what’s that above it?
Balin: The Arkenstone.
Bilbo: The Arkenstone. And what’s that?
Thorin: That, Master Burglar, is why you are here.
[Bilbo looks around at the dwarves suddenly realizing the task ahead of him]
[back in the Lake-town at Bard’s house Kili continues to be agonized by the
poison in his leg]
Bofur: Can you not do something?
Oin: I need herbs, something to bring down his fever.
Bard: We have nightshade, feverfew…
Oin: They’re no use to me. Do you have any Kingsfoil?
Bard: No, it’s a weed. We feed it to the pigs.
Bofur: Pigs?
[to himself as he gets an idea]
Bofur: Weed? Right.
[turning to the pain riddled Kili lying in bed]
Bofur: Don’t move.
[he turns and leaves the house]
[as they walk further in through the mountain]
Bilbo: You want me to find a jewel?
Balin: A large white jewel, yes.
Bilbo: That-that’s it? Only I imagine there’s quite a few down there.
Balin: There is only one Arkenstone. And you’ll know it when you see it.
Bilbo: Right.
[Balin walks on ahead and stops]
 Balin: In truth, lad. I do not know what you will find down there. You needn’t
go if you don’t want to. There’s no dishonor in turning back.
Bilbo: No. Balin, I promised I would do this. And I think I must try.
[Balin chuckles]
Balin: It never ceases to amaze me.
Bilbo: What’s that?
Balin: The courage of hobbits. Go now, with as much luck as you can muster.
[Bilbo nods and starts making his way down the steps]
Balin: Oh, and, Bilbo.
Bilbo: Mm?
Balin: If there is in fact a um…a live dragon down there…don’t waken it.
[Bilbo nods, turns to make his way down again but stops goes to ask Balin
something but sees that Balin has already walked off leaving him on his own]
[back in Dol Guldur Gandalf continues to try and draw the Necromancer out when
suddenly Azog and his Orcs arrive to attack, Azog knocks down Gandalf]
Azog: [subtitled] You have come too late, Wizard! It is done.
[as Azog goes to hit Gandalf again Gandalf uses his magic to ward him off]
Gandalf: Where is your master? Where is he?
Azog: [subtitled] He is everywhere. We are legion!
[Gandalf looks down the edge of a cliff and sees all the masses of Orcs
beneath]
Azog: [subtitled] It is over.
[as Azog goes to attack Gandalf suddenly uses his magic to disappears with
blinding white light; to his Orcs]
Azog: [subtitled] Run him down!
[as the Orcs chase Gandalf hears the Necromancer’s voice]
The Necromancer: [subtitled] There is no light, Wizard…that can defeat
darkness.
[as the Necromancer attacks Gandalf uses his power to form a shield around
himself and a duel begins as Gandalf tries to ward off the Necromancer’s attacks
but the Necromancer overpowers Gandalf, destroying his staff and pinning him to the
wall, he then reveals himself taking the shape of a man while a fire forms around
him]
Gandalf: Sauron.
[back inside the mountain, Bilbo enters the area where all the treasure has
been kept]
Bilbo: Hello.
[he goes to knock on the wall but stops and looks around for a moment before
continuing to walk further inside]
Bilbo: He’s not at home. Not at home. Good. Good, good, good.
[he looks down and sees a sea of gold, he walks down quietly through it and
starts looking through a pile of gold for the Arkenstone, he picks up a large gem]
Bilbo: What’s that?
[he shakes it, looks at it then throws it aside, but as it hits the gold coins
it makes a loud noise]
Bilbo: Shush. Shush.
[to himself as he looks around him]
Bilbo: Arkenstone. Arkenstone. A large, white jewel.
[he looks at the piles and piles of gold]

Bilbo: Very helpful.

[he walks through the mountain of treasure and as he picks up a gold cup it
releases a pile of gold to slide down which reveals the eye of Smaug as he sleeps
under the gold]
[Bilbo tries to quietly sneak past the sleeping Smaug but the dragon awakens,
Bilbo uses the ring to turn himself invisible and watches Smaug as he sniffs and
turns to his direction]
Smaug: Well, thief…
 [Smaug takes another sniff]
Smaug: I smell you. I hear your breath. I feel your air. Where are you? Where
are you?!
[Bilbo makes a run for it through the gold with Smaug following his movements
until Bilbo hides behind a pillar]
Smaug: Come, now. Don’t be shy. Step into the light.
[Smaug looks around him]
Smaug: Mm. There is something about you. Something you carry. Something made of
gold. But far more…precious.
[the word ‘precious’ echoes in Bilbo’s head and for a moment he sees Sauron’s
eye and he quickly takes off the ring and then realizes he’s revealed himself to
Smaug]
Smaug: There you are, thief in the shadows.
Bilbo: I did not come to steal from you, oh Smaug, the unaccessibly wealthy. I
merely wanted to gaze upon your magnificence. To see if you really were as great as
the old tales say. I did not believe them.
[Smaug steps around Bilbo to stand in front of him to reveal his full stature]
Smaug: And do you now?
Bilbo: Truly. The tales and songs fall utterly short of your enormity, oh
Smaug, the stupendous.
Smaug: Do you think flattery will keep you alive?
Bilbo: No. No.
Smaug: No indeed. You seem familiar with my name. But I don’t remember smelling
your kind before. Who are you and where do you come from, may I ask?
[as Bilbo goes to answer suddenly from the corner of his eye he spots the
Arkenstone]
Bilbo: I…I come from under the hill.
Smaug: Underhill?
[Bilbo nods his head and takes another peek at the Arkenstone from the corner
of his eye]
Bilbo: And under hills and over hills my path has led. And…and through the air,
I am he who walks unseen.
Smaug: Impressive, what else do you claim to be?
[Smaug brings in his face close to Bilbo]
Bilbo: I am…luck…luck wearer, riddle…riddle maker.
Smaug: Lovely titles. Go on.
Bilbo: Barrel rider.
Smaug: Barrels? Now that is interesting. And what about your little dwarf
friends? Where are they hiding?
[Bilbo pretends he doesn’t understand what Smaug is referring to]
Bilbo: Dw…dwarves? No. No, no. No dwarves here. You’ve got that all wrong.
Smaug: Oh, I don’t think so, barrel rider. They sent you in here to do their
dirty work while they skulk about outside.
Bilbo: Truly, you are mistaken, oh Smaug, chiefest and greatest of calamities.
Smaug: You have nice manners for a thief and a liar. I know the smell and taste
of Dwarf. No one better. It is the gold, they are drawn to treasure like flies to
dead flesh.
[Bilbo tries to stealthily walk towards the Arkenstone without drawing
attention from Smaug, but Smaug moves and the Arkenstone falls further down the
pile of gold coins, Bilbo runs after it]
Smaug: Did you think I did not know this day would come? That a pack of canting
dwarves would come crawling back to the mountain.
[Smaug moves around causing Bilbo to fall down the heap of gold coins, outside
the dwarves hear and feel the rumblings from inside the mountain]
Ori: Was that an earthquake?
Balin: That, my lad, was a dragon.
[back in Lake-town at Bard’s house as Kili is yelling from his pain they all
suddenly feel the earth shake making the house rumble]
Sigrid: Da?
 Bain: It’s coming from the mountain.
Fili: You should leave us. Take your children and get out of here.
Bard: And go where? There is nowhere to go.
Tilda: Are we going to die, Da?
Bard: No, darling.
Tilda: The dragon, it’s going to kill us.
[Bard takes the last arrow of Girion]
Bard: Not if I kill it first.
[back inside the mountain]
Smaug: The King Under the Mountain is dead. I took his throne, I ate his people
like a wolf among sheep.
[as Smaug continues to move around the Arkenstone keeps falling around the pile
of gold and *Bilbo frantically tries to go after it to grab hold of it]
Smaug: I kill where I wish, when I wish. My armor is iron. No blade can pierce
me!
[in Lake-town Bard sneaks out holding the black arrow planning to get to the
wind-lance, Bain follows him]
Bard: Alright.
Bain: A Black Arrow. Why did you never tell me?
Bard: Because you did not need to know.
[they hide as they notice some guards walking nearby]
Bard: Listen to me carefully, I need you to distract the guards. Once I’m at
the top of the tower, I’ll slip the arrow to the bow.
[suddenly the guards notice them]
Lake-town Guard: There he is! Guards, after him!
[to Bain]
Bard: Quickly! Down there! Go!
Lake-town Guard: Stop him!
[Bard and Bain make a run for it as the guards chase after them]
Bard: Bain…Bain.
[they stop and Bard hands him the Black Arrow]
Bard: Keep it safe. Don’t let anyone find it.
Bain: No.
[they hear the guards getting closer]
Bard: I’ll deal with them!
Bain: I’m not leaving!
Bard: Go!
[Bain turns and runs off with the arrow, Bard steps out just as the guards
reach them]
Bard: Braga.
Braga: You’re under arrest.
Bard: On what charge?
Braga: Any charge the Master chooses.
[suddenly Bard punches Braga in the face he attacks the other guards and makes
a run for it, at the same time Bain hides the arrow inside their boat, then as Bard
tries to get away from the guards he’s tripped by Alfrid and then knocked out with
a piece of wood by the Master]
[outside the mountain as they hear Smaug moving around]
Ori: What about Bilbo?
Thorin: Give him more time.
Balin: Time to do what? To be killed?
Thorin: You’re afraid.
Balin: Yes, I’m afraid. I fear for you. A sickness lies upon that treasure
horde. A sickness which drove your grandfather mad.
Thorin: I am not my grandfather.
Balin: You’re not yourself. The Thorin I know would not hesitate to go in
there.
Thorin: I will not risk this quest for the life of one burglar.
Balin: Bilbo. His name is Bilbo.
 [inside the mountain Smaug continues threatening Bilbo]
Smaug: It’s Oakenshield. That filthy dwarvish usurper. He sent you in here for
the Arkenstone, didn’t he?
[he moves to stand right beside where the Arkenstone is now lying]
Bilbo: No! No, no, no. I don’t know what you’re talking about.
Smaug: Don’t bother denying it. I guessed his foul purpose some time ago. But
it matters not. Oakenshield’s quest will fail. A darkness is coming. It will spread
to every corner of the land.
[in Dol Guldur Gandalf has been kept inside a hanging cage, he looks down to
see the army of Orcs preparing to leave; in Lake-town we see Bolg and his pack of
Orcs sneak in]
Smaug: You are being used, thief in the shadows. You were only ever a means to
an end. The coward Oakenshield has weighed the value of your life and found it
worth nothing.
Bilbo: No. No, you’re lying.
Smaug: What did he promise you? A share of the treasure? As if it was his to
give. I will not part with a single coin. Not one piece of it!
[at that moment Bilbo makes a run for it to grab the Arkenstone, but Smaug
moves his body again which causes Bilbo and the Arkenstone to go flying in the air
and landing back onto the pile of gold]
Smaug: My teeth are swords, my claws are spears. My wings are a hurricane!
[as Smaug stomps in front of Bilbo he notices the spot in Smaug’s chest where
Girion had managed to pierce him with his arrow]
Bilbo: So it is true. The Black Arrow found its mark.
Smaug: What did you say?
Bilbo: I-I was just saying, your reputation precedes you, oh Smaug, the
tyrannical. Truly, you have no equal on this earth.
[Bilbo takes a few steps back to stand next to where the Arkenstone now lies,
he looks at it]
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. But I
think not, I think our little game ends here. So tell me, thief. How do you choose
to die?
[as Smaug brings his head towards Bilbo and opens his mouth suddenly Bilbo uses
his ring to disappear and run out of there, this angers Smaug and he unleashes his
fire]
[in Lake-town Bard wakes up in a prison cell, outside as Bofur finds the
Kingsfoil the Orcs follow him as he makes his way back to Bard’s house]
Sigrid: Da? Is that you, Da?
[suddenly the Orcs attack, Sigrid, Tilda and Bain try to ward them off with
Fili joining in to fight them off, outside Bofur is attacked by an Orc and just as
he’s about to be killed an arrow is shot from the back into the Orc, suddenly
Tauriel and Legolas arrive and start killing the Orcs inside Bard’s house, one of
them manages to escape and meets Bolg]
Orc: [subtitled] Oakenshield has gone!
Bolg: [subtitled] Fall back! Regroup at the bridge!
[as Legolas and Tauriel kill the Orcs inside the house Legolas notices the rest
of the Orc pack running off]
Bain: You killed them all.
Legolas: There are others. Tauriel, come.
[Tauriel hesitates, Kili lies on the floor moaning in pain, Oin looks to
Tauriel]
Oin: We’re losing him!
[Tauriel looks at Legolas]
Legolas: Tauriel.
[Legolas leaves to chase after the Orcs, Tauriel takes a step towards the door
to follow him but hesitates as she’s torn about leaving Kili in so much pain, at
the same time Bofur arrives with the Kingsfoil]
Tauriel: Athelas.
 [she takes it from Bofur]
Tauriel: Athelas.
Bofur: What are you doing?
Tauriel: I’m going to save him.
[Thorin enters the mountain to go and save Bilbo but finds no one there when
Bilbo suddenly runs up behind him]
Thorin: You’re alive.
Bilbo: Not for much longer.
Thorin: Did you find the Arkenstone?
Bilbo: The dragon’s coming!
Thorin: The Arkenstone? Did you find it?
[Bilbo hesitates a moment]
Bilbo: No, we have to get out.
[Bilbo takes a step to leave but Thorin stops him by placing his sword in front
of him]
Bilbo: Thorin.
[Thorin use his sword to push Bilbo back]
Bilbo: Thorin!
[Thorin keeps his sword pointed at Bilbo looking at him threateningly, at that
moment Bilbo sees Smaug behind Thorin who then turns to face Smaug, then the other
dwarves arrive and Smaug stomps towards them]
Smaug: You will burn!
Thorin: Come on!
[the dwarves start running off]
Balin: Come on, Bilbo!
[the dragon unleashes his fire again catching Thorin as he leaves, but the
dwarves help him to put out the fire caught by his clothes]
Thorin: Come on.
[Thorin leads them off]
[at Bard’s house Tauriel prepares the Kingsfoil, Fili, Bofur and Oin help carry
Kili to the table as he continues to be agonized by the poison in his leg]
Tauriel: Hold him down.
[Tauriel looks at Kili’s wound then holding the Kingsfoil in her hands she
recites an elf incantation and applies it to Kili’s wound, Kili screams in pain and
Sigrid goes to help hold him down]
Sigrid: Tilda!
[Tilda helps keep Kili down, as Tauriel continues her incantation Kili begins
to calm down and as he looks at Tauriel he sees a light shining around her]
[back inside the mountain as the dwarves try to get away from Smaug, Thorin
comes to a halt]
Thorin: Ssh. Ssh-ssh.
[he looks around but doesn’t see or hear Smaug]
Dori: We’ve given him the slip.
Dwalin: No, he’s too cunning for that.
Bilbo: So where to now?
Thorin: The western guard room. There may be a way out.
Balin: It’s too high. There’s no chance that way.
Thorin: It’s our only chance. We’ll have to try.
[Thorin slowly leads them]
Thorin: Come on.
[suddenly a coin drops the sound echoing, Thorin looks back at Bilbo who then
looks up to see Smaug moving above them and the coins stuck to his body are falling
down, Thorin indicates for them to move as Smaug is not aware of their presence]
[at Bard’s house Tauriel finishes dressing Kili’s wound; to Fili as they watch
Tauriel]
Oin: I’ve heard tale of the wonders of elvish medicine. That was a privilege to
witness.
[Kili looks deliriously at Tauriel]
Kili: Tauriel.
 Tauriel: Lie still.
Kili: You cannot be her. She is far away. She…she is far, far away from me. She
walks in starlight in another world. It was just a dream.
[he touches her hand]
Kili: Do you think she could’ve loved me?
[Tauriel looks at him not knowing how to answer]
[as they run towards the western guard room inside the mountain]
Thorin: Stay close.
[as they enter the room they stop when they notice the decaying corpses of
their kin]
Dwalin: That’s it then. There’s no way out.
Balin: The last of our kin. They must’ve come here, hoping beyond hope.
[there’s a pause as they all stare at the corpses in shock]
Balin: We could try to reach the mines. We might last a few days.
Thorin: No. I will not die like this. Cowering, clawing for breath.
[he turns to face the company]
Thorin: We make for the forges.
Dwalin: He’ll see us, sure as death.
Thorin: Not if we split up.
Balin: Thorin, we’ll never make it.
Thorin: Some of us might. Lead him to the forges. We kill the dragon. If this
is to end in fire, then we will all burn together.
[as he leads Bilbo and Balin to the forges]
Thorin: This way!
[suddenly Smaug comes upon them]
Smaug: Flee! Flee! Run for your lives! There is nowhere to hide.
[suddenly Ori, Dori and Bombur come up behind Smaug]
Ori: Behind you!
Dori: Come on!
[Smaug turns to attack them]
Dori: Run!
[as Smaug is distracted by them suddenly Dwalin and Nori come up behind him
from another direction]
Dwalin: Hey, you! Here!
[Smaug now turns to attack them but Dwalin and Nori make a run for it, then
Smaug notices Bifur and Gloin running in another direction and he goes after them,
unleashing his fire]
[meanwhile in Lake-town the Orcs prepare to leave]
Bolg: [subtitled] Send word to Dol Guldur, Oakenshield has reached the
Mountain!
[they hear Legolas killing his way through the Orcs towards them; turning back
to the Orcs]
Bolg: [subtitled] Go!
[to the remaining Orcs]
Bolg: [subtitled] You! Come with me.
[as they make their way through the town Bolg and Legolas suddenly come face to
face, as Legolas goes to attack him two Orcs come up from their hiding place,
Legolas kills them quickly, then Bolg and Legolas fight each other both beating
each other badly and it ends with Bolg setting two of his Orcs onto Legolas as he
walks off, Legolas kills them and then stumbles as he touches the blood running
from his nose, he then sets off on his horse after Bolg]
[back in the mountain Thorin, Balin and Bilbo make a run for it to the forge as
Smaug is distracted]
Balin: This way! It’s this way! Come on!
Bilbo: Thorin!
[suddenly Smaug finds them]
Thorin: Follow Balin!
Bilbo: Thorin.
Balin: Come on!
 [Bilbo goes off with Balin just as Smaug unleashes his fire, Thorin jumps down
into a hole and catches a nearby rope, Smaug then follows him]
Dwalin: Thorin! Hold on!
[Dwalin manages to get the rope to bring Thorin back up from the hole, but
Smaug catches him with his mouth, as Smaug opens his mouth to unleash fire Thorin
jumps off and the dwarves help him back up as Smaug unleashes his fire; to Nori]
Thorin: Go! Go!
[as they all reach the forge]
Dwalin: The plan’s not gonna work. These furnaces are stone cold.
Balin: He’s right. We’ve no fire hot enough to set them ablaze.
[Thorin turns and smiles as they hear Smaug approaching]
Thorin: Have we not?
[taunting Smaug]
Thorin: I did not look to see you so easily outwitted!
[Smaug starts climbing out of the hole]
Thorin: You have grown slow and fat in your dotage. Slug!
[Smaug turns to him in anger and Thorin faces the dwarves]
Thorin: Take cover. Go!
[the dwarves hide behind the stone pillars as Smaug unleashes his fire into the
forge which is so hot it ignites forge’s fire]
Thorin: Bombur! Get those billows working! Go!
[Bombur goes off as Smaug is trying to break through the iron gate of the
forge]
Thorin: Bilbo! Up there. On my mark, pull that lever.
[Smaug continues to breaks through the iron gate]
Thorin: Balin, can you still mix a flash flame?
Balin: Aye, it will only take a jiffy!
[to Ori]
Balin: Come on!
[as they watch Smaug breaking through the iron gate]
Dwalin: We don’t have a jiffy.
[Smaug finally breaks through and enters the forge]
[as they try to make a flash fire]
Dori: Where’s the sulfur? Are you sure you know what you’re doing?
[Bilbo runs up to his position to stand by the lever as the rest of the dwarves
help Balin]
Dori: Come on!
[Smaug takes a step further into the forge then turns to look at Thorin who
shouts to Bilbo]
Thorin: Now!
[Bilbo pulls the lever which releases the water and douses Smaug, then as Smaug
paces towards Thorin, Balin and Ori throw flash fire at him, at the same time
Thorin pulls a lever which pours molten gold down a path]
Thorin: Lead him to the Gallery of the Kings.
[Thorin rushes and rides down the molten gold, Smaug starts destroying the
forge which makes Bilbo fall from his position]
Thorin: Keep going, Bilbo! Run!
[Bilbo follows the rest of the dwarves with Smaug following them to the Gallery
of the Kings]
[as Smaug runs Bilbo down when they enter the Gallery of the Kings]
Smaug: You think you can deceive me, barrel rider? You have come from Lake-
town. This is some sordid scheme hatched between these filthy dwarves and those
miserable trading lakemen. Those sniveling cowards with their long bows and black
arrows. Perhaps it is time I paid them a visit.
Bilbo: Oh no!
[Smaug turns to leave]
Bilbo: This isn’t their fault! Wait! You cannot go to Lake-town!
[Smaug stops and turns to Bilbo]
Smaug: You care about them, do you? Good. Then you can watch them die!
 [Smaug turns and starts to make his way out]
Thorin: Here! You witless worm!
[Smaug stops and turns to face Thorin who is standing on top of a large column]
Smaug: You.
Thorin: I am taking back what you stole.
[Smaug starts stomping towards Thorin]
Smaug: You will take nothing from me, Dwarf. I laid low your warriors of old. I
instill terror in the hearts of men. I am King Under the Mountain.
Thorin: This is not your kingdom. These are Dwarf lands. This is Dwarf gold.
And we will have our revenge.
[Thorin and the dwarves pull apart the large column of stones to reveal a giant
gold statue of Thorin’s ancestor, Smaug is enchanted by the gold when suddenly the
gold liquid falls apart taking Smaug down and covering him beneath all the gold]
[last lines; Thorin believing they have destroyed Smaug watches as suddenly
Smaug rises from beneath the sea of gold and fuming with anger]
Smaug: Ah, revenge! Revenge! I will show you revenge!
[Smaug bursts out of the mountain and flies towards Lake-town where the people
sense the rumbling of his arrival, Bard shouts to the oblivious guards through his
prison cell]
Bard: Listen to me! Do you not know what is coming?
[as Smaug approaches Lake-town]
Smaug: I am fire. I am…death!
[Bilbo watches in horror as Smaug flies toward Lake-town]
Bilbo: What have we done?

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in: Movies, The Lord of the Rings Transcripts, HBO Max, and 2 more
The Hobbit: The Battle of the Five Armies
1
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Previous transcript: Next transcript:
The Hobbit:
The Desolation of Smaug
TheHobbit-TheBattleoftheFiveArmies.jpg
Transcript

[first lines; Master of Lake-town and Alfrid are trying to escape with their
treasures as Smaug is flying in to attack Lake-town]

Master of Lake-town: 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 the
apocalypse upon our heads! Come on, quickly, quickly! Faster now, I'm trying to
evacuate myself here! Careful with that. Never mind the books! Get on, get the rest
of it.

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

Master of Lake-town: The town is lost, save the gold!

[the people of Lake-town are in a frenzy as Smaug flies down to exact his revenge]
Lake-towner: Pile 'em up!

[Tauriel tries to help Bard's children escape as Smaug is about to attack]

Tauriel: We have no time, we must leave.

[referring to Kili]

Fili: Get him up. (to Kili.) Come on, brother. Come on, come on, let's go.

Kili: I'm fine, I can walk.

[to the children]

Tauriel: As fast as you can.

Bain: We're not leaving, not without our father.

Tauriel: If you stay here, your sisters will die. Is that what your father would
want?

[Bard tries to break free from his cell]

Bard: Open this door! Do you hear me!

[back to Bard's house as Tauriel, the four dwarves and Bard's children try to
escape]

Bofur: Down here, now!

[they get into the boat]

Oin: Give me your hand.

Bofur: Come on, we gotta go!

Tauriel: Quickly now, hurry!

Fili: Kili, come on!

[they all get onto the boat and row off as Smaug flies down and starts attacking
the town]

[as they try to get away on their boat]

Master of Lake-town: Come on! Come On! Faster! Faster!

[Smaug continues his reign of terror on the town by breathing fire everywhere he
flies]

Master of Lake-town: If only we could take more of these poor people with us. But
they're hardly worth it.

Alfrid: I quite agree.

[he kicks a man as he tries to climb onto their boat; referring to the Master's
boat as it approaches their path]
Bofur: Look out!

[suddenly the Master's boat hits their smaller one; to his men rowing the boat]

Master of Lake-town: Move it! Move it! Come on! Faster!

[as some of the Master's treasure falls off the boat and into the river]

Master of Lake-town: My gold! My gold!

Alfrid: We carry too much weight. We need to dump something.

Master of Lake-town: Quite right, Alfrid.

[the Master throws Alfrid off the boat but at the same time he gets tangled in some
overhanging rope that Bard's using to escape from his cell]

Master of Lake-town: Faster! Faster!

[as Bard pulls the rope suddenly this pushes the Master's weight against the back
of his boat which helps break away the prison cell wall and Bard escapes, he finds
a bow and some arrows and them climbs onto a roof to try and find a way to kill
Smaug]

[from atop the Lonely Mountain, Bilbo and the other dwarves watch Smaug setting
Lake-town on fire]

Balin: Poor souls.

[at the same time Bilbo notices Thorin is stood away from them watching the Lonely
Mountain instead; we then see Bard climbing onto the bell tower and start shooting
his arrows at Smaug]

Bain: Da!
Tilda: Da!
[Bard keeps shooting his arrows at Smaug but it has no effect on the dragon]
Kili: He hit it! He hit the dragon!
Tauriel: No.
Kili: He did, he hit its mark, I saw!
Tauriel: These arrows cannot pierce its hide. I fear nothing will.
[Bain suddenly notices the black arrow; he grabs a hook and swings off the
boat]
Bofur: What are you doing?
Fili: Come back! Bain! Come back!
Bofur: Bain!
Fili: Come back here!
Bofur: Bain!
Tauriel: Leave him! We cannot go back.
Tilda: Bain!
[Bard uses his last arrow to hit Smaug which does nothing to the dragon, he
watches in despair as Smaug continues to destroy the town when Bain shows up]
Bain: Dad!
Bard: Bain! What are you doing? Why didn’t you leave? You were supposed to
leave!
Bain: I came to help you.
Bard: No! Nothing can stop it now.
Bain: This might.
[he holds up the black arrow]
Bard: Bain, you go back. You get out of here now.
 [as he notices Smaug coming their way]
Bain: Da!
[Smaug takes off the top of the bell tower off as he flies over them making,
Bain nearly falls off but manages to hang onto the edge with one hand]
Bard: Bain!
Bain: Da!
[Bard pulls Bain up to safety]
[as Smaug flies over towards him]
Master of Lake-town: Stop, stop! Halt! Halt!
[Bard takes the black arrow from Bain and stands to confront Smaug]
Smaug: Who are you that would stand against me?
[Bard goes to grab his bow but finds that it’s broken]
Smaug: Now that is a pity. What will you do now, bowman? You are forsaken. No
help will come.

[to his men on the boat]

Master of Lake-town: Now's our chance! Go now! Head to the open water!

[looking at Bain]

Smaug: Hmm. Is that your child? You cannot save him from the fire. He will burn!

[Bard aims the black arrow while balancing it on Bain's shoulder]

Bard: Stay still, son. Stay still.

Smaug: Tell me, wretch, how now shall you challenge me? (Bard smiles to himself as
he notices Smaug's heart.) You have nothing left but your death!

[Smaug roars as he starts making his way towards them]

Bard: Bain. Look at me. You look at me. A little to your left. (Bain moves
slightly.) That's it. (as Smaug flies toward them Bard shoots the arrow and it
strikes the dragon's heart, causing him to scream in pain and crash into the bell
tower.) Bain! Hold on

[Smaug yells in pain as the light leaves his body, as he plummets to the ground he
lands straight on top of the Master's boat crushing him and his gold]

[back on the Lonely Mountain, the dwarves hear the crash of Smaug’s body into the
river]

Ori: Wh... what was that? What happened?

Bilbo Baggins: It fell, I saw it. It's dead.

[he looks back at the dwarves]

Bilbo Baggins: Smaug is dead.

Gloin: By my beard, I think he’s right!

[referring to the birds flying towards the mountain]
Gloin: Look there! 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!
[the dwarves rejoice, but Thorin heads off to enter the Lonely Mountain again]
[in Dol Guldur, Gandalf is still caged after learning that the Necromancer was
Sauron, he starts hearing Galadriel’s voice]
 Galadriel: You are not alone, Mithrandir.
[the Lake-town survivors swim ashore from the river]
Lake-towner: Will somebody help me! Don’t let me go.
[as he pulls himself out of the water]
Alfrid: Help!
[Sigrid and Tilda, who are with Tauriel, call out for Bard]
Sigrid: Da!
Tilda: Da!
Sigrid: Da!
[crying out in despair]
Alfrid: Ahh! Why me?
[as the rest of the dwarves get the boat ready to rejoin their Company on the
Lonely Mountain, Kili goes over to Tauriel]
Kili: Tauriel.
Fili: Kili, come on. We’re leaving.
Tauriel: They are your people, you must go.
[Tauriel starts to walk off]
Kili: Come with me. I know how I feel, I’m not afraid. You make me feel alive.
Tauriel: No, I can’t.
[Tauriel turns but Kili stops her]
Kili: Tauriel. Amrâlimê.
[Tauriel looks at Kili with surprise]
Tauriel: I don’t know what that means.
Kili: I think you do.
[as Tauriel goes to respond she senses Legolas behind her]
Tauriel: [subtitled] My Lord Legolas.
Legolas: [subtitled] Take your leave of the Dwarf. You are needed elsewhere.
[Kili and Tauriel give each other a longing look before he reluctantly turns to
leave, suddenly he stops and turns back to Tauriel, he hands her the stone that he
showed her when they first met]
Kili: Keep it, as a promise.
[Tauriel begins to cry as she watches Kili join the dwarves and they set off on
their boat]
[a Lake-town woman helps the surviving people of Lake-town]
Lake-town Woman: These are dry. You’ll need them.
Lake-town Refugee: Thank you.
[Alfrid pushes his way through]
Alfrid: Oi! Give me one of them. I’ll take my death in this cold!
Lake-town Woman: Oh, find your own! You’re not in charge now, Alfrid
Lickspittle.
Alfrid: That is where you are wrong. In the absence of the Master the powers
seethes to his deputy, which in this instance is my good self. Now give me that
blanket!
[he grabs the end of the blanket and tries to take it from the woman]
Lake-town Woman: Master’s Deputy? Don’t make me laugh. You’re a sneak thief,
more like. I’ll be dead before I answer to the likes of you.
Alfrid: Maybe that can be arranged.
[as Alfrid goes to strike the woman he’s stopped by Bard]
Bard: I wouldn’t go turning on your own, Alfrid. Not now.
[Bard spins Alfrid round and Bain trips him up causing him to fall on his back]
[Tilda and Sigrid notice Bard]
Tilda: Da!
Bard: Come here.
[Tilda runs into Bard’s arms and he picks her up as he embraces her]
Sigrid: You’re alive!
[Sigrid goes over to Bard who puts his arm around her as he holds Tilda]
Bard: It’s alright.
[the surviving people of Lake-town watch their reunion]
Lake-town Man: It was Bard! He killed the dragon! I saw it with me own eyes. He
brought the beast down. Struck him dead with a Black Arrow!
[the crowd cheers and gathers around Bard]
Lake-towner: You’ve saved us all, bless you.
[Alfrid takes this opportunity and holds Bard’s arm up to address the crowd]
Alfrid: All hail to the Dragon-slayer! All hail King Bard!
[Bard pulls his arm out of Alfrid’s grasp in anger but Alfrid continues]
Alfrid: 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 the Master of this town.
Bard: Where is he? Where’s the master?
Lake-town Woman: Half way down the Anduin, with all our coin, I don’t doubt.
[pointing to Alfrid]
Lake-town Woman: You would know. You helped him empty the treasury.
Alfrid: No. I tried to stop him.
Lake-towner #1: Liar!
Lake-towner #2: Thief!
Lake-towner #3: You’re a mongrel!
Alfrid: I begged, I pleaded
Lake-towner #4: Do away with him!
Alfrid: I said: “Master, no!”
[the crowd gets angrier]
Alfrid: Think of the children.
[he grabs Tilda and pulls her in front of him]
Alfrid: Will nobody think of the children?
[Tilda kicks him in the shins]
Lake-towner #1: Hang him!
Lake-towner #5: To the tree with him!
[the crowd grabs hold of Alfrid]
Bard: Enough, Let him go! Let him go!
[they drop Alfrid to the ground]
Bard: Look around you! Have you not had your fill of death?
[Alfrid gets up and puts his arm on Bard’s shoulder in agreement but Bard
pushes him back to the ground]
Bard: Winter is upon us. We must look to our own, to the sick and the helpless.
Those who can stand, tend to the wounded, and those who have strength left, follow
me. We must salvage what we can.
Lake-town Woman: And what then? What do we do then?
Bard: We find shelter.
[Kili, Fili, Bofur and Oin make it to the Lonely Mountain to rejoin the rest of
the Company but find it in ruins and deserted]
Bofur: Hello! Bombur? Bifur? Anybody?
[they run inside to look for the others when Bilbo finds them]
Bilbo Baggins: Wait! Wait!
Bofur: It’s Bilbo. He’s alive!
Bilbo Baggins: Stop! Stop! Stop! You need to leave. We all need to leave.
Bofur: We only just got here.
Bilbo Baggins: I tried talking to him, but he won’t listen.
Oin: Wh…what do you mean, laddie?
Bilbo Baggins: 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…it’s
this place. I think a sickness lies upon it.
Kili: A sickness? What kind of sickness?
[Fili notices the gold and goes down to take a closer look]
Bilbo Baggins: Fili? Fili!
[the others follow after him and stare in shock at the sea of gold and Thorin
walking around in it]
Thorin: Gold. Gold beyond measure, beyond sorrow and grieve.
[he notices Bilbo, Kili, Fili, Bofur and Oin watching him]
Thorin: Behold, the great treasure hoard of Thrór.
[he throws a piece of treasure at Fili who catches it]
 Thorin: Welcome, my sister’s sons, to the Kingdom of Erebor.
[as they rejoin the rest of the Company]
Bofur: Balin!
Dwalin: Bofur!
Bifur: Kili!
Kili: Bifur!
[they all start embracing each other]
Bofur: Bombur!
Bombur: You’re alive!
[later the dwarves help Thorin search for the Arkenstone]
Thorin: Any sign of it?
Bifur: Nothing here.
Ori: Nothing here.
Thorin: Keep searching!
Dwalin: 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!
[as the others search for the Arkenstone Bilbo walks away and sits in a corner
by himself, he recalls Smaug’s words to him during their encounter]
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.
[we see in flashback as Smaug goes to kill Bilbo he quickly puts on the ring to
disappear and takes the Arkenstone; back to Bilbo sitting alone, he takes out the
Arkenstone from his pocket and looks at wondering what to do with it]
[the surviving people of Lake-town gather the supplies they have left]
Bard: Take only what you need, we have a long march ahead.
Legolas: Where will you go?
Bard: There is only one place.
[he looks over to the Lonely Mountain]
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 could clean that up. It’s
be safe and warm and dry, and full of stores, bedding and clothing, the odd bit of
gold.
Bard: 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.
[he hands some wood to Alfrid to carry, Alfrid sees an old woman walk by]
Alfrid: Here, pull your weight.
[he drops the wood into her arms]
Legolas: News of the death of Smaug will have spread through the lands.
Bard: Aye.
Legolas: Others will now look to the Mountain for its wealth or its position.
Bard: What is it you know?
Legolas: Nothing for certain. It’s what I fear may come.
[the Orcs, led by Azog, are marching toward Erebor when Bolg arrives]
Bolg: [subtitled] Woodland Elves! The King’s son and a She-elf, they tracked us
to Lake-town.
Azog: [subtitled] And you killed them?
Bolg: [subtitled] They fled, squealing like cowards.
Azog: [subtitled] You fool! They will return with an Army of Elves at their
backs! Ride to Gundabad. Let the Legions come forth.
[Bolg rides off; Azog addresses his army]
Azog: [subtitled] Elves! Men! Dwarves! The Mountain will be their tomb! To war!
[they start marching off]
[as the people of Lake-town are preparing to leave for Lake-town]
Tauriel: You saw something out there?
Legolas: The Orc I pursued out of Lake-town, I know who he is. Bolg, the spawn
of Azog the Defiler. A Wargpack was waiting for him on the outskirts of Esgorath.
They fled into the north. These Orcs were different from the others, they bore a
mark I had not seen for a long time. The mark of Gundabad.
Tauriel: Gundabad?
Legolas: An Orc stronghold in the far north of the Misty Mountains.
[they are interrupted by an Elf arriving on horseback]
Feren: [subtitled] My Lord Legolas. I bring word from your Father. You are to
return to him immediately.
Legolas: [subtitled] Come, Tauriel.
Feren: [subtitled] My Lord…Tauriel is banished.
Legolas: [subtitled] Banished?
Legolas: You may tell my father if there is no place for Tauriel, there is no
place for me.
Tauriel: Legolas, it is your King’s command.
Legolas: [subtitled] Yes, he is my King, but he does not command my heart.
[in English]
Legolas: I ride north. Will you come with me?
Tauriel: To where?
Legolas: To Gundabad.
[Legolas and Tauriel ride off]
[in Dol Guldur, Gandalf, still in his cage, is chanting a spell at the same
time as Radagast when an Orc comes towards him]
Keeper of the Dungeons: [subtitled] Spells will not save you, old man.
[at the same time Galadriel turns up and starts walking towards them as the Orc
throws Gandalf’s cage aside]
Keeper of the Dungeons: [subtitled] This is my master’s domain. Die now,
Wizard!
[he picks up Gandalf and throws him down to the ground, he notices Galadriel
and turns to face her when she suddenly uses her power to vanquish him, she picks
up a wounded Gandalf and starts walking off with him when the Necromancer speaks]
Necromancer: [subtitled] Three Rings for the Elven-kings under the sky. Seven
for the Dwarv-lords in their halls of stone.
Galadriel: Nine for mortal men doomed to die.
[the Nazgul then show up and surround Galadriel]
Necromancer: [subtitled] You cannot fight the shadow. Even now you fade. One
light alone in the darkness.
Galadriel: I am not alone.
[just then Elrond and Saruman show up]
Saruman: Are you in need of assistance, My Lady?
[the Nazgul get ready to attack]
Elrond: You should have stayed dead!
[Elrond and Saruman start fighting with the Nazgul]
[Galadriel looks down and the unconscious Gandalf lying in her arms]
Galadriel: Mithrandir, come back.
[she kisses his forehead and Gandalf becomes conscious]
Gandalf: He…he is here.
Galadriel: Yes. The darkness has returned.
[as Saruman and Elrond continue to fight the Nazgul Radagast arrives in his
sleigh]
Radagast: Gandalf! Gandalf, climb on!
Galadriel: He is weak. He cannot remain here, it is straining his life.
[Gandalf gets onto Radagast’s sleigh]
Galadriel: Go, quickly!
[Gandalf grabs Galadriel’s hand]
Gandalf: Come with me, My Lady.
[she looks at him for a moment but then pulls her hand away and looks at
Radagast]
Galadriel: Go!
[Radagast takes off in his sleigh with Gandalf]
[Elrond and Saruman finally defeat the Nazgul when the Necromancer appears
before them]
 Necromancer: [subtitled] It has begun. The East will fall. So shall the Kingdom
of Angmar rise. The time of the Elves is over. The Age of the Orc has come.
[Galadriel rises and start to overpower the Necromancer]
Galadriel: You have no power here, servant of Mordor. You are nameless,
faceless, formless! Go back to the void from whence you came!
[she casts him out and falls in a weakened state]
Elrond: [subtitled] We were deceived.
Galadriel: The spirit of Sauron endured.
Saruman: And has been banished.
Galadriel: He will flee into the East.
Elrond: 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 powers,
her strength is failing. Take her to Lothlórien.
Elrond: My Lord Saruman, he must be hunted down and destroyed, once and for
all.
Saruman: Without the Ring of Power, Sauron can never again hold dominion over
Middle Earth. Go now. Leave Sauron to me.
[Radagast stops his sleigh outside his house]
Gandalf: I need a horse.
Radagast: What? Gandalf, where are you going?
Gandalf: 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.
[back inside the Lonely Mountain]
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’s still not found!
Balin: Do you doubt the loyalty of anyone here?
[Thorin turns to face them]
Balin: The Arkenstone is the birthright of our people.
Thorin: It is the King’s jewel. Am I not the King?!
[Bilbo watches Thorin]
Thorin: Know this, if anyone should find it and withhold it from me, I will be
avenged.
[Thorin turns and walks away]
[later Bilbo goes to Balin who looks distressed from the way Thorin is
behaving]
Balin: 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.

Bilbo Baggins: Balin, if-if Thorin had the Arkenstone. Well, if-if it was found,
would it help?

Balin: That stone crowns all. It’s the summit of this great wealth, bestowing
power upon he who bears it. But stay his madness? No, lad. I fear it would make him
worse. Perhaps it is best it remains lost.
[Bilbo is sitting in corner by himself, as he takes something out of his pocket
Thorin appears from behind]
Thorin: What is that?
[suddenly Thorin approaches Bilbo]
Thorin: In your hand.
Bilbo Baggins: It’s nothing.
Thorin: Show me.
Bilbo Baggins: It…
[Bilbo holds out his fist and opens it up to reveal a nut]
Bilbo Baggins: I picked it up in Beorn’s garden.
[Thorin’s face softens]
 Thorin: You’ve carried it all this way?
Bilbo Baggins: I’m going to plant it in my garden. In Bag End.
Thorin: It’s a poor prize to take back to the Shire.
Bilbo Baggins: 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.
[Bilbo smile and Thorin smiles back]
Bilbo Baggins: Thorin, I…
[just then they are interrupted by Dwalin]
Dwalin: Thorin, the survivors from Lake-town, they’re streaming into Dale.
There’s hundreds of them.
[Thorin’s face hardens again]
Thorin: Call everyone to the gate.
[Thorin starts to walk off]
Thorin: To the gate. Now!
[the Lake-town survivors turn up at Dale led by Bard]
Bard: Come on, keep moving.
Alfrid: Sire! Sire! Up here!
[Bard goes over to join Alfrid]
Alfrid: Look Sire! The braziers are lit.
Bard: So, the company of Thorin Oakenshield survived.
Alfrid: Survived? You mean there’s a bunch of Dwarves in there with all that
gold?
Bard: I shouldn’t worry, Alfrid. There’s gold enough in that Mountain for all.
[to the people]
Bard: Make camp here tonight. Find what shelter you can. Get some fires going.
Lake-towner: Come on, hurry along now.
Bard: Alfrid, you take the night watch.
[inside the Lonely Mountain the Dwarves are working to move the fallen debris
and stones to close up the gate]
Thorin: I want this Fortress made safe by sun-up. This Mountain was hard-won, I
will not see it taken again.
Kili: The people of Lake-town have nothing. They came to us in need. They have
lost everything.
Thorin: Do not tell me what they have lost. I know well enough of hardship.
Those who’ve lived through dragon fire should rejoice! They have much to be
grateful for.
[he looks across at Dale where the Lake-towners have settled in for the night]
Thorin: More stone! Bring more stone to the gate!
[Bilbo watches in despair at Thorin’s changed behavior]
[the Lake-town refugees are struggling to survive in Dale]
Percy: These children are starving. We need food. We won’t last three days.
Bard, we don’t have enough.
Bard: Do what you can, Percy.
[to another Lake-towner]
Percy: It will be all right, don’t worry.
Lake-town Woman: We need more water.
Bard: The children, the wounded and the women come first.
[he walks over to Alfrid]
Bard: Morning, Alfrid. What news from the night watch?
Alfrid: All quiet, Sire. Not much to report. Nothing gets past me.
[they walk outside]
Bard: Except an army of Elves, it would seem.
[Bard walks over the Thranduil]
Bard: My Lord Thranduil, we did not look to see you here.
Thranduil: I heard you needed aid.
[the Elves bring in carriages full of food and supplies which the Lake-towners
gather around to take in excitement]
Bard: You have saved us. I do not know how to thank you.
 Thranduil: Your gratitude is misplaced. I did not come on your behalf. I came
to reclaim something of mine.
[Thorin picks up a necklace amongst some white gems and recalls Thranduil’s
words]
Thranduil: [voice over] There are gems in the Mountain that I too desire. White
gems of pure starlight.
[Thorin laughs to himself as he realizes he’s picked up the White gems]
Thorin: The White gems of Lasgalen. I know an Elf-lord who will pay a pretty
price for these.
[he throws the necklace down into the white gems; back in Dale Thranduil’s army
of Elves starts marching off towards the Mountain]
Bard: Wait! Please, wait! You will go to war over a handful of gems?
Thranduil: The heirlooms of my people are not lightly forsaken.
Bard: We are allies in this. My people also have claim upon the riches in that
Mountain. Let me speak with Thorin.
Thranduil: You would try to reason with the Dwarf.
Bard: To avoid war? Yes.
[after the dwarves have boarded up the gate with stones]
Thorin: Nice going lads, nice work. Come on!
[the climb up to look over the stone walls and see Thranduil’s army of Elves
over in Dale, they see Bard riding over to the Lonely Mountain]
Bard: Hail Thorin, son of Thrain. We are glad to find you alive beyond hope.
Thorin: Why do you come to gates of the King under the Mountain armed for war?
Bard: Why does the King under the Mountain fence himself in like a robber in
his hole?
Thorin: Perhaps it is because I’m 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?
[Thorin goes down to meet Bard]
[Bard meets Thorin privately with a wall of stones separating them]
Thorin: I’m listening.
Bard: On behalf of the people of Lake-town, I ask that you honor your pledge. A
share of the treasure, so that they might rebuild their lives.
Thorin: I will not treat with any man, while an armed host lies before my door.
Bard: That armed host will attack this mountain if we do not come to terms.
Thorin: And your threats do not sway me.
Bard: What of your conscience?
[they look at each other through the hole in the stone]
Thorin: 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.
Bard: When did the men of Lake-town come to our aid but for the promise of rich
reward. A bargain was struck!
Thorin: 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?
Bard: Because you gave us your word. Does that mean nothing?
[Thorin steps away from Bard’s view behind the stone wall to think a moment and
looks at the rest of his company]
Thorin: Begone! Ere our arrows fly!
[Bard leaves in anger]
[Thorin and the rest of the company watch Bard ride away]
Bilbo Baggins: What are you doing? You cannot go to war.
Thorin: This does not concern you.
Bilbo Baggins: Excuse me, but just in case you haven’t noticed, there is an
army of Elves out there. Not to mention several hundred angry fishermen. We…we are
in fact outnumbered.
Thorin: Not for much longer.
Bilbo Baggins: What does that mean?
Thorin: It means, Master Baggins, you should never underestimate Dwarves. We
have reclaimed Erebor. Now we defend it.
[after his meeting with Thorin Bard rides over to Thranduil]
Bard: He will give us nothing.
Thranduil: Such a pity. But still you tried.
Bard: I do not understand. Why? Why would he risk war?
Thranduil: It is fruitless to reason with them. They understand only one thing.
[Thranduil draws his sword and looks at it]
Thranduil: We attack at dawn.
[he turns the moose he’s riding to start riding back towards Dale]
Thranduil: Are you with us?
[Bard and the rest of the Lake-towners gather their armor prepare themselves
for the oncoming battle, at the same time the dwarves suit up in their armor]
[as Bilbo watches the dwarves suiting up for the battle]
Thorin: Master Baggins, come here.
[Bilbo walks over to Thorin]
Thorin: You’re going to need this.
[he holds up the Mithril vest]
Thorin: Put it on.
[Bilbo takes off his coat]
Thorin: This vest is made of silver steel. Mithril it was called by my
forebears. No blade can pierce it.
[Bilbo puts on the vest]
Bilbo Baggins: I look absurd. I’m not a warrior, I’m a Hobbit.
Thorin: It is a gift, a token of our friendship. True friends are hard to come
by.
[suddenly he pulls Bilbo to the side]
Thorin: I have been blind, but now I’m beginning to see. I am betrayed!
[Bilbo looks nervous]
Bilbo Baggins: Betrayed?
Thorin: The Arkenstone…one of them has taken it. One of them is false.
Bilbo Baggins: Thorin, the quest is fulfilled, you’ve won the Mountain. Is that
not enough?
Thorin: Betrayed by my own kin.
Bilbo Baggins: No, uh…you…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.
Thorin: For that, I’m grateful. It was nobly done. But the treasure in this
Mountain does not belong to the people of Lake-town. This gold…is ours, and ours
alone.
[as Bilbo looks at Thorin he begins to sound more and more like Smaug]
Thorin: With my life I will not part with a single coin. Not one piece of it.
[Legolas and Tauriel arrive in Gundabad]
Tauriel: Gundabad. What lies beyond?
Legolas: An old enemy. The ancient Kingdom of Angmar. And 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.
[he looks away a moment as if recalling a memory]
Legolas: My mother died there. My father does not speak of it. There is no
grave, no memory, nothing.
[as the people of Lake-town are preparing their armor Gandalf rides into Dale]
Gandalf: Let me through! Make way!
[he notices the Elves teaching the people of Lake-town how to fight]
Alfrid: No, no, no! Oi, you! Pointy hat!
[Gandalf looks over to Alfrid]
Alfrid: Yes, you. We don’t want no tramps, beggars nor vagabonds around here.
We’ve got enough trouble without the likes of you. Off you go. On your horse.
 Gandalf: Who’s in charge here?
Bard: Who is asking?
[Gandalf turns to face Bard]
[later Gandalf is in a private meeting with Thranduil and Bard]
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.
Bard: What are you talking about?
Thranduil: I can see 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.
Gandalf: 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.
Thranduil: Why show his hand now?
Gandalf: Because we forced him. We forced him when the company of Thorin
Oakenshield set out to reclaim their homeland. The Dwarves were never meant to
reach Erebor, Azog the Defiler was sent to kill them. His master seeks control of
the Mountain, not just for the treasure within, but for where it lies, its
strategic position. This is the gateway to reclaiming the lands of Angmar in the
North. If that fell Kingdom should rise again Rivendell, Lórien, the Shire even
Gondor itself will fall.
Thranduil: These Orc armies you speak of, Mithrandir, where are they?
[outside a cave of stones]
Ragash: [subtitled] Our army will be in position by dawn. The attack will be
sudden and swift!
Azog: [subtitled] The fools! They have forgotten what lives beneath these
lands. They have forgotten the great Earth-eaters.
[Azog and Ragash ride off; back to Legolas and Tauriel keeping watch at
Gundabad]
Tauriel: [subtitled] If we are going in we should move now.
[suddenly a horde of large bats appear flying above them]
Tauriel: [subtitled] They are swarming.
Legolas: These bats are bred for one purpose.
Tauriel: For what?
Legolas: For war.
[they notice Bolg summoning the rest of the Orc forces, along with the horde of
giant bats]
Tauriel: [subtitled] We must warn the others.
Legolas: [subtitled] We may be too late – hurry!
[Legolas and Tauriel hurry off]
[back in Dale Gandalf is still trying to talk Thranduil round to not attacking
the dwarves]
Gandalf: Since when has my council counted for so little? What do you think I’m
trying to do?
Thranduil: I think you’re trying to save your Dwarvish friends. And I admire
your loyalty to them. But it does not dissuade me from my cause. You started this,
Mithrandir, you will forgive me if I finish it.
[turning to one of his elves]
Thranduil: Are the archers in position?
Elf: Yes, My Lord.
Thranduil: Give the order. If anything moves on that mountain, kill it. The
Dwarves are out of time.
[Bilbo sneaks out of the mountain at night and runs towards Dale; back in Dale]
Gandalf: You, bowman! Do you agree with this? Is gold so important to you?
Would you buy it with the blood of Dwarves?
Bard: It will not come to that. This is a fight they cannot win.
[suddenly Bilbo appears]
Bilbo Baggins: That won’t stop them. You think the Dwarves will surrender? They
won’t. They will fight to the death to defend their own.
Gandalf: Bilbo Baggins!
 [they meet in Thranduil’s tent]
Thranduil: If I’m not mistaken, this is the Halfling who stole the keys to my
dungeons from under the nose of my guards.
Bilbo Baggins: Yes. Sorry about that. I came to give you this.
[he shows them the Arkenstone]
Thranduil: The Heart of the Mountain. The King’s jewel.
Bard: And worth a king’s ransom.
[looking at Bilbo]
Bard: How is this yours to give?
Bilbo Baggins: I took it as my fourteenth share of the treasure.
Bard: Why would you do this? You owe us no loyalty.
Bilbo Baggins: I’m not doing it for you. I know that Dwarves can be obstinate
and pigheaded and difficult. And suspicious and secretive with the worst manners
you can possibly imagine, but they are also brave and kind and loyal to a fault.
I’ve grown very fond of them, and I would save them if I can. But Thorin values
this stone above all else. In exchange for its return, I believe he will give you
what you were owed. There will be no need for war.
[after leaving Thranduil’s tent]
Gandalf: Rest up tonight. You must leave on the morrow.
Bilbo Baggins: What?
Gandalf: Get as far away from here as possible.
Bilbo Baggins: I-I’m not leaving.
Gandalf: Oh?
Bilbo Baggins: You picked me as the fourteenth man. I’m not about to leave the
company now.
Gandalf: There is no company, not any more. And I don’t like to think what
Thorin would do when he finds out what you’ve done.
Bilbo Baggins: I’m not afraid of Thorin.
Gandalf: Well, you should be. Don’t underestimate the evil of gold. Gold over
which a serpent had long brooded. Dragon-sickness seeps into the hearts of all who
came to this Mountain. Almost all.
[he calls over to Alfrid]
Gandalf: You there! Find this Hobbit a bed and fill his belly with hot food.
He’s earned it.
[as Alfrid goes to take Bilbo Gandalf stops him]
Gandalf: Hey. Keep an eye on him. If he should try to leave, you tell me.
[Alfrid walks over to Bilbo]
Alfrid: Move it. Stupid Hobbit.
[the next morning, the Elf and Lake-town armies stand before Erebor to face the
dwarves; back in Dale Alfrid goes to wake Bilbo]
Alfrid: Wakey, wakey, Hobbit. Up you…get?
[he sees Bilbo is gone; back at Erebor Thranduil and Bard ride slowly towards
the stone gate when Thorin shoots his arrow to land in front of Thranduil]
Thorin: I will put the next one between your eyes.
[the dwarves cheer for Thorin when Thranduil indicates to his Elf army to aim
their arrows at them, the dwarves hide behind the stone wall, Thranduil then
indicates for his army to stand down]
Thranduil: We’ve come to tell you payment of your debt has been offered and
accepted.
Thorin: What payment? I gave you nothing. You have nothing.
[Bard takes out the Arkenstone and holds it up]
Bard: We have this.
Kili: They have the Arkenstone. Thieves! How came you by the heirloom of our
house? That stone belongs to the king.
Bard: The King may have it, with our good will.
[Bard puts the Arkenstone back in his pocket]
Bard: But first he must honor his word.
Thorin: They’re taking us for fools. This is a ruse, and a filthy lie. The
Arkenstone is in this Mountain, it is a trick!
 Bilbo Baggins: I-it’s no trick. The stone is real. I gave it to them.
[Thorin faces Bilbo]
Thorin: You?
Bilbo Baggins: I took it as my fourteenth share.
Thorin: You would steel from me?
Bilbo Baggins: Steel from you? No, no. I may be a burglar, but I like to think
I’m an honest one. I’m willing to let it stand against my claim.
Thorin: Against your claim?
[Thorin chuckles]
Thorin: Your claim? You have no claim over me, you miserable rat!
Bilbo Baggins: I was going to give it to you. Many times I wanted to, but…
Thorin: But what, thief?
Bilbo Baggins: 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.
Thorin: Do not speak to me of loyalty.
[to the dwarves]
Thorin: Throw him from the rampart!
[the dwarves do not move, refusing to carry out his order]
Thorin: Did you not hear me?! I will do it myself.
[he grabs hold of Bilbo]
Thorin: I curse you!
[the other dwarves try to stop him from throwing Bilbo over the edge]
Fili: No!
Thorin: Cursed be the wizard that forced you on this company!
[suddenly Gandalf appears below among the Elf army and walks up to the front]
Gandalf: 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 lets Bilbo go]
Thorin: Never again will I have dealings with wizards!
[to Bilbo]
Bofur: Go.
Thorin: Or Shire rats!
[Bilbo goes over the wall and starts going down the rope to join Gandalf and
the others]
Bard: Are we resolved? The return of the Arkenstone for what was promised.
[Thorin looks over to the horizon]
Bard: Give us your answer. Will you have peace or war?
[just as Thorin’s about to decide a black crow lands in front of him]
Thorin: I will have war.
[an army of Dwarves led by Thorin’s cousin Dain Ironfoot arrives]
Gandalf: Ironfoot.
[the dwarves cheer]
Dwarves: Dain! Dain! Dain!
[Thranduil commands his army of Elves to march towards the Dwarf army;
referring to Dain]
Bilbo Baggins: Who is that? He doesn’t look very happy.
Gandalf: It is Dain, Lord of the Iron Hills. Thorin’s cousin.
Bilbo Baggins: Are they alike?
Gandalf: I’ve always found Thorin the more reasonable of the two.
[Dain rides over the Elf and Lake-town army]
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…
[suddenly shouts]
Dain: Just sodding off?!
[the Lake-town army starts pulling back in fear]
Dain: All of you! Right now!
[to the Lake-town army]
Bard: Stand fast!
 Gandalf: Come now, Lord Dain.
Dain: Gandalf the Grey. Tell this rabble to leave, or I’ll water the ground
with their blood.
Gandalf: There is no need for war between Dwarves, Men and Elves. A legion of
Orcs march on the Mountain. Stand your army down.
Dain: I will not stand down before any Elf. Not least this faithless woodland
sprite. He wishes nothing but ill upon my people. If he chooses to stand between me
and my kin, I’ll split his pretty head open! See if he’s still smirking then.
Dwarves: Dain!
Thranduil: He’s clearly mad, like his cousin.
Dain: You hear that, lads? We’re on! Let’s give these bastards a good
hammering!
[he orders his army to get ready when suddenly they hear a noise]
Gandalf: Were-worms!
[a massive worm-like creature bursts through one of the mountains before being
joined by other were-worms]
Dain: Oh, come on!
[Azog and his Orc army show up]
Azog: [subtitled] Come forth my Armies!
Dain: The Hordes of Hell are upon us! To battle! To battle, sons of Durin!
[as the Orc army starts marching towards the Dwarf army]
Kili: I’m going over the wall, who’s coming with me?
Dwarves: Aye! Yes!
Fili: Come on, let’s go.
Thorin: Stand down.
Fili: What? Are we to do nothing?
Thorin: I said stand down!
[seeing the Elf army not moving as the Orc army is about to attack]
Bilbo Baggins: The Elves, will they not fight?
Gandalf: Thranduil! This is madness!
[as the Orc army are heading towards the Dwarf army suddenly the Elf army joins
in the fight and starts attacking the Orc army with Dwarf army joining them]
Bilbo Baggins: Uh, Gandalf, is this a good place to stand?
[to his men]
Azog: [subtitled] Send in the War Beasts!
[Thranduil orders his army as they continue to fight with the Orcs]
Azog: [subtitled] They cannot fight on two fronts. Now we make our move. Attack
the city!
[the Orc army starts heading towards Dale]
Gandalf: Azog. He’s trying to cut us off.
[to the Lake-town army]
Bard: All of you, fall back to Dale! Now!
Gandalf: To the city! People, this way!
[the war beasts along with the rest of the Orc army start attacking Dale and
the people remaining in the city]
Bain: Sigrid! Tilda!
[Bard rides into Dale looking for his children]
Bard: My children! Where are my children?
Lake-town Woman: I saw them, they were down in the Old Market!
Bard: The Market? Where are they now? Tilda! Sigrid!
[some of the men in the Lake-town army rush over to Bard]
Percy: Bard, Orcs are storming over the Causeway.
Bard: Get the bowmen to the eastern parapet. Hold them of for as long as you
can.
Percy: Archers, this way!
Lake-towner Male: The Orcs have taken Stone Street, the Market’s overrun!
Bard: The rest of you, follow me!
[Bard leads the Lake-town army, they start attacking the Orcs along with
Gandalf and Bilbo]
 Alfrid: Charge! Onward! To the death!
[as the Lake-towners army head off to fight the Orcs Alfrid slips by and goes
and hides]
[Bain finds Sigrid and Tilda after killing an Orc, then together they notice
Bard fighting]
Sigrid: Da!
Tilda: Da!
Sigrid: Over here!
Tilda: Da we’re here!
[Bard sees them when suddenly a war beast comes upon them, Bard gets onto a
cart and heaves himself down towards the war beast]
Bard: Tilda! Bain! Sigrid! Get down!
[Bard lands onto the beast]
[to his children after rescuing them from the war beast]
Bard: Listen, I need you to gather the women and children, take them to the
Great Hall and barricade the door. You understand? You must not come out for any
reason.
[Bard takes Bain’s sword from him]
Tilda: We want to stay with you.
[Alfrid who’s been listening to them from his hiding place appears]
Alfrid: Show your father some respect. You leave it to me, Sire.
[to Sigrid and Tilda]
Alfrid: You heard him, we make to the Great Hall.
[he pushes them along]
Bard: Alfrid, women and children only. I need every man fighting. See that you
return.
[he gives Alfrid Bain’s sword]
Alfrid: I’ll get them to safety, Sire. Then my sword is yours to command.
[to the children sitting near them]
Alfrid: Get up!
[to Bain]
Bard: Look after them.
Bain: I will.
[Bard rejoins the fighting]
[as he gathers the women and children to safety]
Alfrid: Shift it, granny.
[he gives the sword Bard had given him to Bain; to the women and children]
Bain: Make for the Great Hall.
[suddenly Alfrid pushes his way through the crowd]
Alfrid: Out of my way! Abandon the cripples!
[he rushes towards the Great Hall; the elves along with Thranduil join the
fighting of the Orcs in Dale]
[back with Azog watching from his position on a mountain top nearby]
Azog: [subtitled] They cannot hold the city! The Dwarves are almost spent.
[the Dwarf army continue to fight the Orcs in Erebor, one of them kills Dain’s
pig]
Dain: Yer buggers!
[Dain continues to fight the Orcs]
Dain: Thorin! Where’s Thorin? We need him. Where is he?
[to his Orcs]
Azog: [subtitled] Let these lands run with blood! Slaughter them all.
[to his men as the Orcs continue to attack and overrun Dale]
Bard: Fall back!
[we see the many dead bodies of the Lake-towners and elves as the Orcs continue
to attack them]
[back inside the Lonely Mountain Thorin sits on his throne when Dwalin comes
over to him]
Dwalin: Since when do we forsake our own people? Thorin, they are dying out
there.
 Thorin: There are holes beneath holes within this Mountain, places we can
fortify. Shore up, make safe? Yes. Yes, that is it. We must move the gold further
underground to safety.
[Thorin gets up to leave]
Dwalin: Did you not hear me? Dain is surrounded. They’re being slaughtered,
Thorin.
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.
Dwalin: You sit here in these vast halls with a crown upon your head, and yet
you are lesser now than you have ever been.
Thorin: Do not speak to me as if I were some lowly Dwarf Lord. As is if I were
still Thorin… Oakenshield. I am your King!
Dwalin: You were always my King. You used to know that once. You were always my
King. You used to know that once. You cannot see what you have become.
Thorin: Go. Get out, before I kill you.
[with tears in his eyes Dwalin turns and leaves]
[Thorin goes down to the Gallery of Kings and recalls his conversations]
Dwalin: [voice over] You sit here with a crown upon your head. You are lesser
now than you have ever been.
Thorin: [voice over] A treasure such as this cannot be counted in lives lost.
Balin: [voice over] A sickness lies upon that treasure…
Bard: [voice over] The blind ambition of a Mountain King.
Thorin: [voice over] Am I not the King?
[he walks over the hardened gold in the gallery as he continues to recall]
Thorin: [voice over] This gold is ours, and ours alone. Treasure hoard… I will
not part with a single coin.
Bard: [voice over] He could not see beyond his own desire!
Thorin: [voice over] …as if I were some lowly Dwarf Lord. Thorin Oakenshield.
Balin: [voice over] A sickness which drove your grandfather mad.
Thorin: [voice over] Oakenshield.
Dwalin: [voice over] This is Thorin, son of Thrain, son of Thror!
[Thorin continues to recall his conversations as he became changed]
Thorin: [voice over] I am not my grandfather.
Gandalf: [voice over] You are the heir to the Throne of Durin.
Dwalin: [voice over] They are dying out there.
Gandalf: [voice over] Take back Erebor.
Dwalin: [voice over] Dain is surrounded…is surrounded.
Gandalf: [voice over] Take back your homeland.
Bilbo Baggins: [voice over] You are changed, Thorin.
Thorin: [voice over] I’m not my grandfather.
Bilbo Baggins: [voice over] Is this treasure truly worth more than your honor?
Thorin: [voice over] I’m not my grandfather.
[he starts hallucinating seeing the Smaug swimming beneath him, as well as
himself sinking into the gold]
Gandalf: [voice over] This treasure will be your death.
[as he sees himself sinking into the gold he suddenly snaps out of it, he then
throws his crown aside]
[to his men back in the battlefield]
Dain: Fall back! Fall back! Back to the Mountain! Fall back!
[as he watches from his mountain top]
Azog: [subtitled] Now comes their end. Prepare for the final assault.
[inside the mountain as the rest of the company waits restlessly Kili sees
Thorin walking towards them with his sword in hand]
Kili: I will not hide behind a wall of stone, while others fight our battles
for us! It is not in my blood, Thorin.
Thorin: No, it is not. We are sons of Durin, and Durin’s folk do not flee from
a fight.
[they smile at each other, Thorin touches their foreheads together and then
walks over to the rest of the company]
 Thorin: I have no right to ask this of any of you, but will you follow me, one
last time?
[as the Dwarf army have fallen towards the mountain]
Azog: [subtitled] Not yet! Wait…wait. Attack…now!
[as the Orc army moves forward to attack suddenly Bombur sounds the horn]
Bilbo Baggins: Thorin.
[suddenly they smash through the wall of the mountain with the golden bell and
join in the fight]
Dain: To the King! To the King!
[Thorin and his company start attacking the Orcs and the Dwarf army joins in;
watching from Dale]
Bilbo Baggins: The Dwarves, they’re rallying.
Gandalf: They’re rallying to their King.
[to the Lake-town men]
Bard: Any man who wants to give their last, follow me!
[Bard leads them to attack the Orcs, Gandalf and Bilbo join in; inside the
Great Hall where the women, children are]
Lake-town Woman #1: I say we stand with our men in life and in death.
Lake-town Woman #2: I’m with ya.
Bain: Arm yourselves!
[to Alfrid who’s disguised himself as old woman hunched over]
Lake-town Woman #3: Come with us, love.
Alfrid: No, no, no. You leave an old woman be.
Lake-town Woman #3: Don’t be afraid.
Alfrid: I said get off!
[suddenly the leader of the women pulls the cloak off of Alfrid’s head]
Lake-town Woman #1: Alfrid Lickspittle, you are a coward.
Alfrid: A Coward? Not every man is brave enough to wear a corset.
Lake-town Woman #1: You’re not a man, you’re a weasel.
[as the women and children head off the join the men, Alfrid notices some of
the hidden treasure]
[back on the battlefield]
Thorin: Dain!
Dain: Thorin! Hold on! I’m coming!
[he kills an Orc as heads over to Thorin]
Dain: Hey, cousin, what took you so long?
[Thorin laughs and they embrace]
Dain: There’s too many of these buggers, Thorin. I hope you’ve got a plan.
[Thorin notices Azog and his Orcs on the mountain top]
Thorin: Aye, we’re going to take out their leader.
Dain: Azog?
[Thorin gets on a ram]
Thorin: I’m going to kill that piece of filth.
Dwalin: Lead on!
[as Thorin heads off, Dwalin, Kili and Fili join him riding towards Azog]
[back in Dale]
Gandalf: We may yet survive this.
Bilbo Baggins: Gandalf!
[Bilbo notices Thorin riding off towards Azog in the distance]
Bilbo Baggins: It’s Thorin.
Gandalf: And Fili and Kili…and Dwalin. He’s taking his best warriors.
Bilbo Baggins: To do what?
Gandalf: To cut the head of the snake.
[Thorin, Kili, Fili and Dwalin ride up to Ravenhill where they think Azog and
the rest of his Orcs are, they start killing the Orcs they find there]
Dwalin: Die!
[Legolas and Tauriel ride into Dale]
Legolas: Gandalf!
Gandalf: Legolas. Legolas Greenleaf!
 Legolas: There is a second army. Bolg leads a force of Gundabad Orcs. They are
almost upon us.
Gandalf: Gundabad? Ahh. This was their plan all along. Azog engages our forces,
then Bolg sweeps in from the north.
Bilbo Baggins: What? Th…the north? Where is the north exactly?

Gandalf: Ravenhill.

Bilbo Baggins: Ravenhill? Thorin is up there. And Fili and Kili! They’re all up
there!
[Tauriel looks shocked and distressed on hearing this]
[referring to Azog after killing the Orcs on Ravenhill]
Fili: Where is he? It looks empty. I think Azog has fled.
Thorin: I don’t think so.
[he turns to the other three]
Thorin: Fili, take your brother. Scout out the towers. Keep low and out of
sight. If you see something, report back, do not engage. Do you understand?
Dwalin: We have company. Goblin mercenaries. No more than a hundred.
Thorin: We’ll take care of them.
[to Fili and Kili]
Thorin: Go! Go!
[while Thorin and Dwalin deal with the Goblins, Fili and Kili go off to scout
the towers]
[back in Dale Thranduil looks at the slaughtered bodies of his Elf army; to
Feren]
Thranduil: Recall your company.
[Feren sounds the horn, Gandalf makes his way to Thranduil]
Gandalf: My Lord, disperse this force to Ravenhill, the Dwarves are about to be
overrun. Thorin must be warned.
Thranduil: By all means, warn him. I’ve spent enough Elvish blood in defense of
this accursed land. No more!
[Thranduil walks off]
Gandalf: Thranduil?
Bilbo Baggins: I’ll go.
Gandalf: Don’t be ridiculous, you’ll never make it.
Bilbo Baggins: Why not?
Gandalf: Because they will see you coming, and kill you!
Bilbo Baggins: No, they won’t. They won’t see me.
Gandalf: It’s out of the question. I won’t allow it.
Bilbo Baggins: I’m not asking you to allow it, Gandalf.
[Bilbo turns and leaves, he then puts on the One Ring and goes off to warn
Thorin]
[as Thranduil and his army are setting off to leave Dale he comes across
Tauriel]
Tauriel: [subtitled] You will go no further.
Tauriel: You will not turn away. Not this time.
Thranduil: Get out of my way.
Tauriel: The Dwarves will be slaughtered.
Thranduil: Yes, they will die. Today, tomorrow, one year hence, a hundred years
from now. What does it matter? They are mortal.
[suddenly Tauriel draws her bow and arrow and points it at Thranduil]
Tauriel: You think your life is worth more than theirs, while there is no love
in it? There is no love in you.
[Thranduil strikes her bow and arrow with his sword in anger, breaks it in two
and points his sword at her]
Thranduil: What do you know of love? Nothing. What you feel for that Dwarf is
not real. You think it is love? Are you ready to die for it?
[suddenly Legolas strikes down Thranduil’s sword]
Legolas: [subtitled] If you harm her you will have to kill me.
 [Legolas turns to Tauriel]
Legolas: I will go with you.
[they both leave]
[Bard kills a war beast as it is about to kill Alfrid who was attempting to
leave with the town’s treasure, Alfrid stumbles and all the gold falls out of his
shirt]
Bard: Get up.
Alfrid: Get away from me. I don’t take orders from you. People trusted you,
they listened to you. The Master’s mantle was there for the taking and you threw it
all away. For what?
[he stuffs the gold coins back into his shirt and stands, Bard looks at his
children who are watching and Alfrid starts to walk away]
Bard: Alfrid…your slip is showing.
[Alfrid quickly walks off]
[at Ravenhill as Fili and Kili go scouting in the towers they hear a noise]
Fili: Stay here, search the lower levels. I’ve got this.
[reluctantly Kili leaves; back outside Thorin and Dwalin wait impatiently]
Dwalin: Where is that Orc filth?
[just then Bilbo suddenly appears after taking off the One Ring]
Bilbo Baggins: Thorin!
Thorin: Bilbo.
Bilbo Baggins: You have to leave here. Now! Azog has another army, attacking
from the north. This watchtower will be completely surrounded, there’ll be no way
out.
Dwalin: We are so close. That Orc scum is in there. I say we push on.
Thorin: No! That’s what he wants. He wants to draw us in. This is a trap.
Thorin: Find Fili and Kili, call them back.
Dwalin: Thorin, are you sure about this?
Thorin: Do it. We live to fight another day.
[suddenly they hear a noise coming from the towers, Azog then appears holding
Fili]
Bilbo Baggins: Oh no.
Azog: [subtitled] This one dies first. Then the brother. Then you, Oakenshield.
You will die last.
Fili: Go. Run!
[Azog impales Fili]
Azog: [subtitled] Here ends your filthy bloodline!
[he throws Fili’s body over the edge as the others watch in horror, enraged,
Kili runs to the top]
Thorin: Kili!
[Thorin starts going after Kili]
Dwalin: Thorin! Thorin, no.
[Dwalin then goes after Thorin, Kili starts decapitating every Orc in his path
and Azog attacks Thorin]
[Bolg, the rest of the Orcs and the giant bats arrive at Ravenhill and as they
go to attack Bilbo Dwalin starts battling it out with them]
Bolg: [subtitled] Slay them all!
[at the same time Legolas and Tauriel arrive, Legolas holds onto one of the
giant bats legs to fly over to the top tower, Tauriel then notices Kili fighting
with the Orcs]
Tauriel: No. Kili!
[Tauriel joins in the fight with the Orcs and in the chaos Bilbo is knocked
unconscious]
[as Thorin is battling it out with Azog he is attacked by Azog’s Orcs]
Azog: [subtitled] Go in for the kill! Finish him!
[Legolas helps Thorin out by killing the Orcs with his arrows from the top of
one of the towers; as Tauriel kills one of the Orcs she call out to Kili]
Tauriel: Kili! Kili!
Kili: Tauriel!
 Tauriel: Kili.
[suddenly Bolg attacks Tauriel from behind, as Bolg overpowers her and throws
her against the wall, Kili comes to her defense, as Bolg is about to stab Kili
Tauriel tries to stop him]
Tauriel: No!
[she jumps onto Bolg’s back but he throws her aside and stabs Kili through the
heart]
Tauriel: No! No.
[Tauriel watches Kili die, then in fury she attacks Bolg and pulls him down the
edge, Legolas watches Bolg going to attack her, he tries to shoot an arrow but sees
he’s out, he jumps onto a war beast and makes him ram into a tower that forms a
bridge and lets him run to Tauriel’s aid and battles it out with Bolg on the
crumbling tower]
[from atop on the icy falls, Thorin is battling it out with Azog’s Orcs when
one goes over the edge, through the crumbling tower taking Bolg with him, then just
as another Orc is about to kill Thorin Legolas notices and throws his sword into
the Orc’s chest, Bolg then appears again so Legolas takes out his knives, they
battle it out until Legolas manages to drive one of his knives into Bolg’s head,
and he falls through the tower which crumbles]
[Legolas goes in search of Tauriel]
Legolas: Tauriel!
[at the same time using Legolas’ sword Thorin fights with Azog, he swings his
boulder to try and slam Thorin, only to break the ice around him and then he gets
his boulder stuck, he watches in shock as Radagast and Beorn swoop in on the Great
Eagles to take down the rest of the Orcs with Beorn forming into his bear form]
[Thorn grabs Azog’s boulder and throws it to Azog, making him slip down the
broken ice and sink into the water, Thorin watches Azog’s body float in the water
under the ice when suddenly he opens his eyes and stabs Thorin in the foot and
bursts through the ice, he pins Thorin down, Thorin tries to hold him back from
impaling him but realizing he’s too strong he lets Azog impale him, but at the same
time he manages to stab Azog with his sword, Azog falls and Thorin manages to drive
his sword through his body into the ice finally killing Azog]
[as Bilbo becomes conscious he notices the eagles flying above him]
Bilbo Baggins: The eagles are coming.
[he sees Thorin walking over to the edge of the icy fall watching the rest of
the battle down below, he collapses and Bilbo comes to his side]
Thorin: Bilbo.
Bilbo Baggins: No, don’t look. Don’t move. Lie still.
[Bilbo notices the wound in Thorin’s stomach]
Bilbo Baggins: Oh!
Thorin: I’m glad you’re here.
Bilbo Baggins: Shh, shh, shh, shh…
Thorin: I wish to part from you in friendship.
Bilbo Baggins: No, you are not going anywhere, Thorin, you’re going to live.
Thorin: I would take back my words and my deeds at the gate. You did what only
a true friend would do. Forgive me. I was too blind to see. I am so sorry that I
have led you into such peril.
[he starts choking with pain]
Bilbo Baggins: No, I…I’m glad to have shared in your perils, Thorin. Each and
every one of them. It is far more than any Baggins deserves.
[Thorin smiles at him]
Thorin: Farewell, Master Burglar. Go back to your books and your armchair.
Plant your trees, watch them grow. If more people valued home above gold, this
world would be a merrier place.
[Thorin takes his last breath]
Bilbo Baggins: No! No, no, no, no! No! Thorin! Thorin, don’t you dare…
[Thorin finally dies]
Bilbo Baggins: Thorin? Look, Thorin. Thorin, hold on. You hold on. You see, the
Eagles… the Eagles, the Eagles are here. Thorin…the Eag…
 [Bilbo begins to weep]
[Tauriel holds onto Kili’s dead body, she puts the stone he’d given her into
his hand and begins to weep as she holds him, Legolas watches her then turns to
leave when he runs into Thranduil]
Legolas: I…cannot go back.
Thranduil: Where will you go?
Legolas: I do not know.
Thranduil: Go north. Find the Dunedain. There is a young ranger amongst them,
you should meet him. His father Arathorn was a good man. His son might grow to be a
great one.
Legolas: What is his name?
Thranduil: He is known in the wild as Strider. His true name you must discover
for yourself.
[Legolas starts to walk off]
Thranduil: Legolas, your mother loved you, more than anyone, more than life.
[Legolas turns to acknowledge his words for a moment before walking off]
[Thranduil finds Tauriel crying over Kili’s body]
Tauriel: I want to bury him.
Thranduil: Yes.
Tauriel: If this is love, I do not want it. Take it from me, please! Why does
it hurt so much?
Thranduil: Because it was real.
[with tears in her eyes she kisses Kili on his lips]
[Gandalf finds Bilbo sitting by himself on some steps and joins him, he starts
lighting his pipe and making some noise, Bilbo looks at him and Gandalf smiles in
comfort, they watch the surviving dwarves go over to Thorin’s body and kneel before
him; over in Dale the horn is sounded by the people in respect]
[walking out of the Lonely Mountain]
Balin: There is to be a great feast tonight. Songs will be sung, tales will be
told, and Thorin Oakenshield will pass into legend.
Bilbo Baggins: I know that’s how you must honor him, but to me, he was never
that. He was…to me…he was…
[he chokes back his tears]
Bilbo Baggins: Well, I think I’ll slip quietly away, will you tell the others I
said goodbye?
[Bilbo turns to leave]
Balin: You can tell them yourself.
[Bilbo looks back to find the rest of the dwarves standing behind him and
smiles]
Bilbo Baggins: If any of you are ever passing Bag-End, uh…tea is at four.
There’s plenty of it, you are welcome any time.
[the dwarves bow their heads in acknowledgment]
Bilbo Baggins: Uh…don’t bother knocking.
[the dwarves laugh softly, Bilbo turns and walks away as the dwarves watch him
with sadness]
[Gandalf and Bilbo ride back to the borders of the Shire]
Gandalf: Ah, the borders of the Shire. It is here I must leave you.
Bilbo Baggins: That’s a shame. I quite liked having a wizard around. It seems
they bring good luck.
Gandalf: You don’t really suppose, do you, that all your adventures and escapes
were managed by mere luck. Magic rings should not be used lightly, Bilbo. Don’t
take me for a fool, I know you found one…
Bilbo Baggins: No.
Gandalf: In the Goblin tunnels, and I’ve kept my eye on you ever since.
[Bilbo smiles]
Bilbo Baggins: Well, thank goodness. Farewell, Gandalf.
[Bilbo extends his hand to Gandalf]
Gandalf: Farewell.
[Gandalf shakes his hand then turns and starts walking off but stops and turns
back again]
Bilbo Baggins: You, uh…you needn’t worry about that ring, it fell out of my
pocket during the battle. I lost it.
Gandalf: You’re a very fine person, Mr Baggins, and I’m very fond of you. But
you’re only quite a little fellow in a wide world after all.
[Bilbo turns and walks away and Gandalf walks back to his horse]
[as Bilbo is walking back toward his home, he sees people in the area walking
off with his belongings]
Bilbo Baggins: Wait a minute, that my mother’s glory box. And that’s…my dining
chair.
[to a man carrying a piece of furniture over his shoulder]
Bilbo Baggins: Uh…put that poof down! What is going on?
Master Worrywort: Hello, mister Bilbo. You’re not supposed to be here.
Bilbo Baggins: What do you mean?
Master Worrywort: On account of you being presumed dead and all.
Bilbo Baggins: I am not dead, presumed or otherwise.
[Bilbo starts rushing back towards his house as more people walk off with his
belongings]
Master Worrywort: I’m not sure that’s permitted! Mister Bilbo!
[as Bilbo rushes back towards his house he sees his belongings are being
auctioned off]
Tosser Grub: …anyone. Any advance on twenty-one? Any advance on twenty-one?
Sold to *Mrs. Bolder! Somewhere for Fatty to put his feet on.
[the people in the crowd laugh]
Tosser Grub: So do I have any bids for this. This is Shire-made. None of your
Dwarvish reproductions here, honestly.
Bilbo Baggins: Stop! Stop! There’s been a mistake!
Lobelia Sackville Baggins: Who are you?
Bilbo Baggins: What do you mean “who am I?” You know perfectly well who I am,
Lobelia Sackville Baggins. This is my home. And those are my spoons, thank you very
much.
[he takes the spoons and starts walking towards his house]
Tosser Grub: This is most irregular. It’s been more than thirteen months since
the disappearance, if you are in fact Bilbo Baggins and un-deceased. Can you prove
it?
Bilbo Baggins: What?
Tosser Grub: Well, uh, something official with your name on it would suffice.
Bilbo Baggins: Alright. Right!
[with frustration Bilbo takes out the contract he signed with the dwarves
before he set out on his journey]
Bilbo Baggins: A contract of employment as a…a bu… Never mind as to what.
[he opens the contract to show his signature to Grub]
Bilbo Baggins: There, my signature.
Tosser Grub: Yes, well…uh… Oh, it certainly seems to be in order. Yes, it seems
there can be no doubt.
[Bilbo starts walking towards his front door]
Tosser Grub: Who is this person you pledged your service to? Thorin
Oakenshield?
Bilbo Baggins: He…he was my friend.
[he steps through his front door to find his home empty and ransacked]
[Bilbo walks through his empty home, he straightens his parents portraits then
takes out the Ring to look at it, it then cuts to older Bilbo holding the ring in
his hand when he hears a knock at his door]
Old Bilbo: No, thank you! We don’t want any more visitors, well-wishers, or
distant relations!
Gandalf: And what about very old friends?
[Bilbo smiles and rushes to the front door to open it]
Old Bilbo: Gandalf?
Gandalf: Bilbo Baggins!
 [last lines; as we hear Bilbo and Gandalf talking we see Thorin’s map of Erebor
on Bilbo’s desk]
Old Bilbo: My dear, Gandalf!
Gandalf: It’s good to see you. One hundred and eleven years old. Who would
believe it?
[we hear them both laughing]
Old Bilbo: Oh, come in. Welcome, welcome.

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