The Hobbit: The Desolation of Smaug is the film of The Hobbit film trilogy. It was released on December 13, 2013, and grossed over $958 million worldwide. The film is the fifth Middle-earth film adaptation to be released, and the second chronologically.
Prologue, (to Hobbit part one, "The Hobbit: An Unexpected Journey")[]
Gandalf and Thorin meet in Bree
On a rainy evening, in Bree, Thorin Oakenshield discreetly arrives at the Prancing Pony. He meets with Gandalf the Grey, who warns Thorin that someone is trying to assassinate him. Gandalf advises Thorin that getting the Arkenstone gem would persuade the Dwarves to follow him. It is at the Lonely Mountain which the great dragon Smaug conquered from the Dwarves. He must secretly go there without waking the dragon therefore a stealthy burglar is needed to steal his jewel back.
Gandalf's departure[]
Thorin and Company with Beorn
Twelve months later, Thorin and Company are being pursued by Azog and his Orc party down the Carrock following the events of the previous film. Bilbo, who is on a ridge scouting out the surrounding area, spots a massive bear stalking them nearby, and returns to inform the group of the bear's presence. Gandalf expresses familiarity with the beast, and reveals he knows of a dwelling nearby where they can seek shelter.
The bear suddenly picks up their scent and gives chase, forcing the company to make a desperate run for the house. Upon their arrival, they are attacked by the bear but manage to repel it by barring the door to the house. Gandalf reveals that it is the home Beorn, a skin-changer who is in fact the bear they have been fleeing from; as a bear, Beorn is violent and unpredictable in nature, but as a man he is more prone to reason, and that he may be able to aid them in their journey.
That night, Azog and his war band watch Beorn's house from a distance, though Azog is unwilling to attack the settlement as Beorn is guarding the house in his bear form. Suddenly, Bolg, Azog's son, appears and informs Azog that he has been summoned to Dol Guldur by the Necromancer. Azog arrives at Don Goldur, where the Necromancer instructs him to abandon his pursuit of the Dwarven company to lead the Necromancer's armies. Azog reluctantly obeys, instructing Bolg to take over the hunt for the Dwarves in his stead.
The next day, Beorn, having transformed back into his human form, discusses the Dwarf's quest with the company, expressing doubt that they will reach the forest of Mirkwood alive due to the increasing numbers of Orcs roaming the lands of late. He expresses his disdain for Dwarves, but admits that he harbors a far greater hatred of Orcs, having had his kind all but wiped out by Azog and the Orcs of Gundabad for sport. He agrees to loan his horses to the company so that they can safely reach Mirkwood, and transforms back into a bear in order to hinder the pursuing Orcs led by Bolg.
Upon arriving at the forest's edge, Gandalf discovers Black Speech graffiti imprinted on an old statue, coinciding with a telepathic message from Galadriel imploring him to investigate the High Fells of Rhudaur. Without giving any reason for his sudden departure, Gandalf advises the company to follow the Elf-path though Mirkwood, and to wait for him before entering the Lonely Mountain. The Dwarves make their way into the labyrinthian forest, traveling for days without seeing sunlight or any sign of reaching the other side of the forest, and paranoia begins to set in amongst the group. The Dwarves eventually reach a chasm where the path runs off, and begin to succumb to hysteria upon realizing they have lost their way. Bilbo climbs a tree to try and get their bearings, and upon reaching the forest canopy he finds they have nearly reached the other side forest and sees Long Lake in the distance. He excitedly calls down his discovery to his companions, but mysteriously receives no reply. Suddenly, Bilbo notices the trees moving off in the distance, and begins climbing down. Branches swish as something is moving nearby. While climbing down, he trips on a web and falls into an even larger web. A giant Spider binds him in a web.
Prisoners of King Thranduil[]
The Great Spiders of Mirkwood
When the venom wears off, Bilbo sees that the Great Spiders bound the Dwarves. A spider lifts Bilbo who uses his small sword to cut some web and stab the spider. The spider falls to the ground. Bilbo quickly cuts himself free and hides behind a tree, there he dons the Ring. Now he understands the great spiders, who are excitedly planning to devour the Dwarves. Bilbo throws a rock. While the spiders check the sound, Bilbo cuts some Dwarves free. One spider stayed. While invisible, Bilbo silently sneaks up on it and slashes it until it dies when crying "it stings". Bilbo names his small sword Sting. Then he finally cuts the rest free. The spiders return and battle the Dwarves. Bilbo drops the Ring, and sees a spider-like creature finding it. He becomes dangerously protective of the Ring, and gets it back when he kills the mysterious pale-colored creature.
Meanwhile, the Dwarves continue to battle the giant spiders, and are in danger of being overwhelmed until the sudden appearance of two wood Elves, Legolas and Tauriel, who dispatch the remaining spiders. Suddenly, an entire squad of Elven rangers appears, easily outnumbering the Dwarven company, and Legolas orders them to search the Dwarves. Upon discovering that Thorin is in possession of an Elvish blade, Legolas orders them to be taken as prisoners, refusing to believe that he came into possession of the sword voluntarily.
Prisoners of Thranduil
The Elvish rangers bring the Dwarves to the Elvenking's Halls, unaware that Bilbo is following them under the protective cloak of the Ring, managing to just barely slip inside of the front gates undetected. While the others are placed in cells, Thorin is brought before Legolas' father, King Thranduil, who reveals that he knows why Thorin seeks to return to the Lonely Mountain, offering to help Thorn if he shares some of Lonely Mountain's wealth with him. Thorin appears to consider the offer for a moment before angrily refusing, reminding Thranduil that the Elves did not come to the Dwarves' aid during the sacking of the Lonely Mountain. Incensed, Thranduil has Thorin thrown into the dungeons with the others until he feels more agreeable to his offer. Meanwhile, Tauriel approaches Kíli's cell, where he is examining a talisman, and they engage in conversation, and although they hail from different worlds, they both clearly share a mutual curiosity of one another. Balin is angered that Thorin so callously dismissed their one chance at bargaining with the Elves, but Thorin reveals that he has been aware that Bilbo has was tailing them in secret, and Bilbo suddenly appears, having stolen a key to the cells from the wine cellars.
Thorin and Company during their escape from the Elves
Upon freeing them, Bilbo helps the Dwarves to escape by using empty wine barrels, which are sent floating down the river. Along the way, they are ambushed by Bolg and his Orc party, while the Elves pursue the Dwarves to halt their escape. In the ensuing chaos, Kíli is shot wounded by a poisoned Morgul arrow while attempting to raise the portcullis barring the passage to the river. Legolas and Tauriel are forced to halt their pursuit of the Dwarves in order to end the Orc onslaught, allowing the Dwarves and Bilbo to escape. One Orc captive is imprisoned and questioned by Thranduil. When the Orc reveals to Thranduil that "The One" has returned, he quickly decapitates the Orc and orders the kingdom to be sealed off to protect it from the impending evil. However, Tauriel leaves to save Kíli, who she learns has been poisoned by the Orc's arrow, and Legolas reluctantly pursues her once he learns she has left.
Subsequently, the Company reaches the shores of Long Lake where they are ambushed by the Bard, who keeps them at bay after displaying considerable skill with a bow and arrow. The situation is defused when Balin correctly guesses that Bard is a bargeman from Lake-town, also known as Esgaroth, where the descendants of Dale made their home, and where the Master of Lake-town rules with an iron fist. The Master is a greedy and corrupt man who cares little for the welfare of his people and is especially suspicious of Bard, whom he believes is the leader behind a growing resistance to his rule. Bard manages to sneak the company into Lake-town by smuggling them in fishing barrels, although he is nearly caught by Alfrid, the Master's second-in-command, who is suspicious of Bard as he is not licensed to bring in shipments of fish from Mirkwood. After convincing Alfrid to not dump the barrels of fish as morale is low in Lake-town due to dwindling food supplies, Bard sneaks the Dwarves into his home.
The group attempt to steal weapons before being captured and in the process learn that Bard is a descendant of Dale's ruler, Girion, who died attempting to kill Smaug with Black Arrows during the fall of Dale. The Dwarves are brought before the Master and the rest of the town, where Thorin reveals his identity and his company's quest, and convinces the townsfolk and the Master that they will share the riches of the recaptured mountain if they are provided weapons and boats and allowed safe passage to the mountain. The Master readily agrees, and the adventurers receive a grand send-off. However, Thorin orders he injured Kíli to remain behind, causing Fíli to insist on staying with him, and Óin, Fíli, and Bofur elect to remain to tend him in Bard's house.
The enemy revealed[]
Meanwhile, Gandalf finally reaches the High Fells, revealed to be a chamber built precariously into the side the a mountain and barred by an iron gate, which has been ripped open violently. As Gandalf steps inside, he slips and begins sliding down a slanted chute leading to a bottomless chasm, nearly falling to his death but managing to land on a narrow staircase built into the wall at the base of the chute just in time.
Gandalf investigates the High Fells
It is immediately clear that the place was neither meant to be found nor left once entered, but Gandalf continues his descent down into the darkness nonetheless. He reaches a chamber built into the wall whose iron gate has also been crudely smashed, where it is revealed to hold a tomb whose massive stone lid has been broken in two from the inside and now lies empty.
Gandalf is startled by the sudden appearance of Radagast, who questions why they have chosen to meet there. Gandalf reveals that the chamber was designed to hold a being whose name has long been forgotten, and would be known only as a "servant of evil." Gandalf then shines his staff down the chasm to reveal the presence of eight similar chambers, all similarly broken out of by their captors, indicating that the chamber is the prison of the Nazgûl, Sauron's most terrible servants. Outside of the High Fells, Gandalf and Radagast discuss the Nazgûl's reawakening, and Gandalf asserts that they have been summoned to Dol Guldur by the Necromancer. When Radagast asserts that no human sorcerer could possess such powerful dark magic, Gandalf relays his growing suspicion that the Necromancer is actually Sauron in disguise, still too weak to assume his true form, as the Nazgûl answer only to their one true master. Gandalf then prepares to return to the Dwarven company, but Radagast insists that they must investigate Dol Guldur at once. Gandalf counters that the Dwarves are in great danger without him, but Radagast reminds him that if Sauron has indeed returned, the entire world is in danger.
Reluctantly convinced by Radagast's words, the two return to the entrance to Dol Guldur, where Gandalf orders Radagast to warn Galadriel of their discovery. Gandalf draws his sword and enters Dol Guldur alone, chanting incantations to undo the enchantment creating the illusion that the fortress is abandoned. Suddenly, the enchantment dissipates and Gandalf is caught off guard by Azog, who reveals that Dol Guldur is in fact a secret staging ground for a massive Orc army. Gandalf keeps the Orcs at bay with his staff and demands to know where their master is, to which Azog replies that "he is everywhere." Gandalf, gravely outnumbered, attempts to escape by casting a spell of blinding light to disorient Azog and brings down a huge section of the fortress wall to prevent the Orcs from following him.
However, as he reaches the entrance the Necromancer appears as a massive incorporeal being of dark energy. The two engage in a battle of light and dark as the Necromancer launches a barrage of shadow energy at Gandalf, who repels it with a force field. After an intense standoff, Gandalf is eventually overwhelmed by the Necromancer, who appears wreathed in flames, disintegrating Gandalf's staff and telepathically pinning him to a wall. Gandalf's worst suspicions are confirmed as the Necromancer reveals himself to indeed be Sauron, who imprisons him in a cage and forces him to watch in horror as the Orc army marches towards the Lonely Mountain.
The hobbit and the dragon[]
Thorin and Company eventually reach Dale, which Balin reveals has stood in ruins for two hundred years since Smaug's arrival, and that the blasted lands around the Lonely Mountain have become remained uninhabited and become known as the "Desolation of Smaug. The group finally reach the great gates of Lonely Mountain, and Bilbo manages to locate a secret stairway built into one of the massive Dwarven statues guarding the mountain's entrance. Once at supposed location of the secret doorway, the Dwarves desperately search for the hidden keyhole as the sun begins to set, but are unable to find it before the sun's rays disappear from sight. Utterly disheartened, the Dwarves begin to make their way home, but Bilbo stays behind, refusing to give up so easily, and notices a Thrush knocking at the wall. Suddenly, the moon appears and illuminates the secret door, and Bilbo realizes that it was in fact the last moon of autumn that the map spoke of. He calls to the group, who return and successfully open the secret door into the mountain. Once inside, Balin reveals the true purpose for bringing Bilbo along: He is to sneak into the Lonely Mountain's treasure chamber and steal the Arkenstone without being detected by Smaug.
Bilbo enters the abandoned Dwarven kingdom and reaches the famed treasure hoard, a vast ocean of gold and jewels. He begins vainly searching for the Arkenstone, unwittingly causing a landslide that unveils Smaug, who is sleeping underneath the mountains treasure. Bilbo is dismayed to find that Smaug is enormous, far larger than he had anticipated, and is forced to put on the Ring to remain hidden when Smaug stirs from his sleep when he realizes someone is in the chamber with him. Smaug emerges from the sea of treasure and begins searching for Bilbo, beckoning him to come out of hiding as he can sense and smell his presence. When Smaug gets too close, Bilbo is overcome with fear and attempts to run, alerting Smaug, who gives chase after him through the chamber.
Smaug reveals himself in full to Bilbo
Bilbo evades the dragon and hides behind a massive pillar, still under the cloak of the Ring. Smaug continues his search, claiming that he is aware of the Ring in Bilbo's possession, claiming that he senses that Bilbo has something "made of gold, but far more precious," which in turn forces the hobbit to remove the ring in front of him. He is amused by Bilbo's knowledge of who he is, and begins conversing with the Hobbit in order to deduce his origins. Bilbo lies and says he traveled alone to witness Smaug for himself, but Smaug reveals he knows that Bilbo has come there with Dwarves seeking to reclaim the mountain. Smaug also reveals his knowledge of the growing threat from Sauron, stating that the quest to reclaim the Lonely Mountain is ultimately futile as Sauron is preparing to openly declare himself once more. Smaug then discerns the Hobbit's true intentions to steal the Arkenstone from him, and claims that he is almost tempted to let Bilbo take it in order to watch it consume Thorin as it did Thrór. At this point Smaug tires of their banter and immediately tries to eat Bilbo, but Bilbo uses the Ring to evade him, causing Smaug to fly into a rage and unleash a torrent of flames around the treasure chamber in an attempt to roast the hobbit alive before he can escape.
In Lake-town, Bard hears the rumbling caused by Smaug's awakening and attempts to affix the last black arrow to the town's wind lance, but is arrested. Óin, Fíli, Bofur, and Bard's daughters are attacked by Bolg's hunting party, who has been pursuing them since their narrow escape in Mirkwood, before Legolas and Tauriel arrive and drive them off, with the latter remaining behind to tend to Kíli. As Tauriel attempts to heal Kíli's wound, Legolas pursues the remaining Orcs, engaging in a vicious duel with Bolg that ends in a stalemate and Bolg narrowly escaping on his warg to warn Azog that the Dwarves have entered the Lonely Mountain. Tauriel successfully cleanses Kíli's body of the Morgul poison, and in a dreamlike state, Kíli admits his love for Tauriel.
Outside of the Lonely Mountain, Balin expresses his concern over Thorin's obsession with reclaiming the Lonely Mountain's treasure at the expense of Bilbo's life, and the other Dwarves convince Thorin that they must help Bilbo. Thorin enters the Lonely Mountain alone and is immediately overwhelmed by the sight of the treasure hoard, gripped by the sickness of greed that lies over it. Bilbo appears, warning Thorin that they have to leave, but Thorin halts him with his sword, demanding to know if Bilbo located the Arkenstone. Bilbo is shocked and refuses to give Thorin a straight answer, but their standoff is interrupted by the appearance of Smaug at the other end of the chamber.
Finale[]
Suddenly, the rest of the Dwarves rush in with swords drawn, enraging Smaug further, who charges after them and attempts to burn them to death with his fire breath. They manage to elude him, and he begins silently stalking the abandoned halls in search of them. They sneak towards a service passage out of the Lonely Mountain only to find it blocked off and littered with mummified corpses, and realize he is blocking their only other route out of the mountain. Refusing to die like their kin, the Dwarves hatch a desperate plan to lead Smaug to the Lonely Mountain forges in hopes that they can trick him into rekindling the smelting vats with his fire breath.
They return to the main hall and are immediately spotted by Smaug, initiating a perilous game of cat an mouse through the halls of the mountain, with the Dwarves doing everything in their power to encumber the pursuing dragon as they race towards the entrance to the Lonely Mountain. They reach the forges and Thorin goads Smaug into unleashing his flames at them, tricking him into relighting the great forges. They then evade the dragon as he attempts to kill them and are eventually split up in the chaos, with Thorin commanding them all to make a run for the Gallery of the Kings. Smaug spots Bilbo and chases after him, and he is quickly overrun by the dragon once they reach the Gallery of Kings. Smashing through the Gallery's wall, Smaug furiously roars that he finally understands that Bilbo and the Dwarves were aided by the men of Lake-town, and leaves to destroy the town. Bilbo cries out in protest, claiming the people of Lake-town are innocent. Smaug stops in his tracks, and cruelly expresses his pleasure in Bilbo's compassion, proclaiming that he can watch them all die.
As Smaug turns to leave again, Thorin appears atop a giant stone cast at the other end of the hall and taunts him. As the dragon reaches Thorin, the dwarf proclaims that they will have their revenge and yells out to the other dwarfs, who are revealed to be holding enormous chains attached to the stone cast upon which Thorin is standing. The Dwarves pull the chains, causing the stone cast to fall apart and unveiling an enormous, freshly casted golden statue of a Dwarf king. Smaug gazes in awe of the statue, which suddenly explodes in a flood of molten gold and buries the engulfs the dragon.
Smaug targets Lake-town upon escaping Thorin and Company
However, Smaug survives the scalding gold and erupts from the molten pool, roaring that he will show the Dwarves what revenge really is. He smashes through the walls of the mountain, shakes off his gold coating, and takes flight. Smaug flies off towards Lake-town, and the film ends with him uttering "I am Fire, I am.....Death!" as he soars towards the unsuspecting town, leaving Bilbo and the others in horror at what they have unleashed.
The enchanted river that makes causes drowsiness to anyone that touches it does not appear in the theatrical film, although it does make an appearance in the extended edition.
In the book, the party has to cross Mirkwood via the only safe path. They stray from it and have an encounter with some giant spiders. This entire week of travel is omitted from the film.
In the book, Thorin was captured separately and kept captive in his own room (he was treated and fed well) when he wouldn't tell his purpose in the woods. The other Dwarves weren't told he was there.
In the book, the Elvenking didn't guess the purpose of the mission was the reconquest of Erebor, and didn't try to make a deal with Thorin.
In the book, the Elvenking at first allowed the other Dwarves to move about freely within his halls, but he finally locked them up, each to his own cell, because they were being obnoxious and insulting.
In the book, Bilbo hid the Dwarves in the barrels (closed up, not opened) while the chief guard and Galion the butler were asleep, and later the Elves themselves pushed the barrels (which they thought were empty) through the trapdoor and opened the portcullis at the water-gate to let the barrels into the river.
In the book, the portcullis was a grate lowered down across the opening (the water-gate) that let the stream from the cave flow out into the river. In the film, the portcullis was a side-swinging type and it wouldn't have kept anybody inside the cave because it was outside on the river.
In the book, there was no pursuit by Elves after the escape from the elf-king's halls (where the Elves did not yet know how the Dwarves had escaped), and there was no orc attack as the barrels floated down the Forest River.
Bard the Bowman did not meet the Dwarves on the river in the book; Elves intercepted the barrels and made them into a raft they steered down the Forest River to the Long Lake where men in boats pulled it into Lake-town with the undiscovered Dwarves still inside and Bilbo (still wearing his Ring) invisibly riding along.
Tauriel and Legolas from Entertainment Weekly
Neither Legolas nor Tauriel appear in the book. Tauriel's character was invented for the movies, and does not appear in any of Tolkien's works.
In the movies, Peter Jackson greatly changed the story line concerning Azog, having him survive the Battle of Azanulbizar, losing his arm to Thorin instead of his head to Dáin, and thus living to become one of the three main antagonists in the series (the other two are Sauron and Smaug).
In the book, Azog is not at Dol Guldur, and the confrontation between Sauron and Gandalf does not occur as in the movie. Gandalf is not captured and whether or not a direct one-on-one confrontation between the two occurred is unknown, but unlikely considering Sauron's diminished power at the time. In the book, when Gandalf confirms the Necromancer is Sauron, he convinces the White council to attack Dol Guldur, forcing Sauron to retreat. Sauron, having been ready for this attack however, flees to Mordor and openly declares himself.
Bard and his family
In Tolkien's stories, Bard the Bowman has only one child, a son named Bain, but he never appears in the book. In the screenplay, Bard has three children, along with Bain, he also has two daughter's, Sigrid and Tilda, and all three appear.
In the novel, the last rays of the setting sun on Durin's Day reveal the keyhole to the secret door into the Lonely Mountain, as predicted by the runes on the map. But in the film, the light of the moon reveals the keyhole after the sun has set.
The climax of the film is an involved battle between Thorin's Dwarves and Smaug inside of the Lonely Mountain. In the novel, the Dwarves never see the dragon at all; by the time they head downstairs to the dragon's lair, Smaug is long gone (in fact, although they don't know it, he's already dead).
Extended Edition[]
The extended edition of The Hobbit: The Desolation of Smaug has 25 minutes of extended footage, and also includes some deleted material:
Extended Scenes[]
Additional flashback scenes during the Battle of Azanulbizar, wherein Thráin II stops his son Thorin from running after Azog.
After shifting from bear to man, Beorn meets the Company one by one outside his house.
In Mirkwood, the Company crosses a river, in which Bombur falls into.
Across the river, Thorin and Bilbo come across a white stag. Thorin aims but misses, and Bilbo regards it as bad luck.
Additional scene in the Master's study room, where he and Alfrid are talking.
"Hey Braga, your wife would look lovely in this."
The Dwarves are spotted by Lake-town guards and a chase ensues. They knock the guards off with pots and pans. Soon after, Bard is confronted by Braga. Bard removes suspicion by showing off a dress and how it would look on Braga's wife.
While the Dwarves are taking weapons from the armoury, the Master and Alfrid talk about prophecy.
After Thorin and the others are left Lake-town, Fíli, Óin, and Bofur are carrying an injured Kíli. Fíli asks for medicine from the Master and Alfrid, who rudely send them away.
In Dol Guldur, Gandalf comes across Thráin II. He reveals that he has been tortured by the Orcs, and that Azog the Defiler has stolen the Dwarven Ring of Power and cut off Thráin's index finger. Both are chased off by the Orcs, and are soon confronted by the Necromancer. Tendrils of smoke whip out from the Necromancer, grabbing Thráin and killing him.
Deleted scenes[]
Thranduil interrogates the Dwarves after they have been captured, but the Company claimed to have been only hungry and thirsty.
Trivia[]
This is the only film in both The Hobbit and The Lord of the Rings trilogies not to feature any appearances by Elrond, Saruman, and or the Witch-king of Angmar as an active character (though the king of Angmar’s bound corpse is seen), whether in the theatrical versions or the extended versions.
Additionally, this is the only film in both trilogies in which none of the Nazgûl appear "alive" (although Gandalf does visit their tomb).
