Starring: Ian McKellen, Martin Freeman, Richard Armitage, Evangeline Lilly, Lee Pace, Luke Evans, Benedict Cumberbatch, Ken Stott, James Nesbitt, Cate Blanchett, Ian Holm, Christopher Lee, Hugo Weaving, Orlando Bloom, Graham McTavish, William Kircher, Stephen Hunter, Dean O’Gorman, Aidan Turner, John Callen, Peter Hambleton, Luke Evans, Stephen Fry, Billy Connolly



Fantasy action adventure sequel directed and co-written by Peter Jackson. The story picks up immediately after the events from Desolation of Smaug, in which Thorin (Richard Armitage) and the Company of Dwarves have reclaimed their homeland from Smaug (Benedict Cumberbatch) and have unwittingly sent an enraged Smaug upon the defenseless people of Lake-town. At the same time Thorin becomes obsessed in reclaiming the Arkenstone and sacrifices friendship and honor in his search despite Bilbo’s (Martin Freeman) attempts to make him see reason and make the right decision. Meanwhile five armies descend upon the now reclaimed Erebor to battle it out for the gold treasure and the fate of Middle-earth.


Our Favorite Quote:

'If more people valued home above gold, this world would be a merrier place.' - Thorin (The Hobbit: The Battle of the Five Armies) Click To Tweet


Best Quotes   (Total Quotes: 85)


[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 them 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]
Fili: 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 got to 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]


Smaug: 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]
Bard: 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]
Bard: 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: 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: 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 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.
[Thoring’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 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 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? 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’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 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 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.

Total Quotes: 85


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