The story begins with Bilbo Baggins being approached by the powerful wizard Gandalf the Grey (Ian McKellan). Later at night, a group of dwarfs arrives at Bilbo's home, along with Gandalf. The dwarfs are led by the bitter king Thorin Oakenshield (Richard Armitage) and seek to re-take their home of Erebor. After Thorin's grandfather became very greedy in mining the gold of nearby Lonely Mountain, the dwarfs were defeated and forced into exile by the powerful dragon named Smaug. The dwarfs, following a prophecy, seek to use a secret door to infiltrate the mountain and defeat Smaug, thus retaking their kingdom. Gandalf successfully recruits Bilbo to join the group as their thief, but Thorin believes Bilbo will be a burden as he is not a warrior or adventurer. Thorin has trust issues after the elves refused to help Thorin's grandfather take back his kingdom after Smaug's arrival.
It soon becomes known that the group is being hunted by a group of orcs and wargs led by Azog (Manu Bennett). The orcs fought the dwarfs after the fall of Erebor, and Azog killed Thorin's grandfather (driving Thorin's dad mad with grief) before Thorin cut off Azog's arm. They believed Azog to have died from his wound, but he survived and looks for revenge.
Many adventures come as they journey towards Erebor and Lonely Mountain. They also meet another wizard, Radagast the Brown (Sylvester McCoy), who tells Gandalf that a powerful necromancer has come, and that giant spiders have descended from the nearby mountains. The group eventually find haven in an elven kingdom ruled by Elrond. Elrond reveals the location of the hidden entrance to the Lonely Mountain, although the entrance may only be accessed one night a year. Gandalf is called into a meeting with Elrond, an elvish witch Galadriel (cameo by Cate Blanchett), and leader of the wizards Saruman the White (cameo by Christopher Lee). Saruman and Elrond oppose the dwarfs mission, and Saruman ignores the story of the necromancer and Gandalf's concern that Smaug could help the forces of evil entity Sauron. Saruman decides to stop the dwarfs from continuing, only to find out that they have already left the city and continued onwards.
During a storm, the dwarfs are forced to get shelter in hostile mountains. After an argument with Thorin, Bilbo decides to leave the group and trek back home. Before he can leave, however, a bunch of goblins attack and capture the dwarfs, while Bilbo is knocked off a cliff in the struggle. The leader, the great goblin(voiced by Barry Humphries), wants to sell the dwarfs to Azog. Meanwhile, Bilbo encounters the vicious creature Gollum. Bilbo manages to steal a powerful ring belonging to Gollum that turns him invisible when he puts it on his finger. Gollum goes into a rage when he realizes Bilbo stole the ring, but Bilbo uses the ring to escape, also deciding not to kill the pitiful creature when he has a chance to do so. Meanwhile, Gandalf catches up to the rest of the group, kills the great goblin, and escapes. Bilbo meets with them outside the mountain, and now fully commits to aid the dwarfs in their journey.
Soon the group is assaulted and cornered by Azog and his group of orcs and wargs. Thorin faces off against Azog, but is soon defeated. Azog's general is about to behead Thorin, but Bilbo attacks and kills the general. This act of bravery inspires the others to attack Azog's forces with renewed vigor and the tide of the battle turns in their favor. A group of giant eagles soon arrive to aid Gandalf and company and the eagles fly the group away to safety. The group arrives at the home of these eagles, and can see Lonely Mountain in the distance. They decide to stop and rest from their battles, and Thorin finally accepts Bilbo into the group while praising Bilbo's resourcefulness. Bilbo decides to keep the ring a secret from everybody.
Meanwhile, we see Smaug has awakened within the treasure room of Lonely Mountain.
It soon becomes known that the group is being hunted by a group of orcs and wargs led by Azog (Manu Bennett). The orcs fought the dwarfs after the fall of Erebor, and Azog killed Thorin's grandfather (driving Thorin's dad mad with grief) before Thorin cut off Azog's arm. They believed Azog to have died from his wound, but he survived and looks for revenge.
Many adventures come as they journey towards Erebor and Lonely Mountain. They also meet another wizard, Radagast the Brown (Sylvester McCoy), who tells Gandalf that a powerful necromancer has come, and that giant spiders have descended from the nearby mountains. The group eventually find haven in an elven kingdom ruled by Elrond. Elrond reveals the location of the hidden entrance to the Lonely Mountain, although the entrance may only be accessed one night a year. Gandalf is called into a meeting with Elrond, an elvish witch Galadriel (cameo by Cate Blanchett), and leader of the wizards Saruman the White (cameo by Christopher Lee). Saruman and Elrond oppose the dwarfs mission, and Saruman ignores the story of the necromancer and Gandalf's concern that Smaug could help the forces of evil entity Sauron. Saruman decides to stop the dwarfs from continuing, only to find out that they have already left the city and continued onwards.
During a storm, the dwarfs are forced to get shelter in hostile mountains. After an argument with Thorin, Bilbo decides to leave the group and trek back home. Before he can leave, however, a bunch of goblins attack and capture the dwarfs, while Bilbo is knocked off a cliff in the struggle. The leader, the great goblin(voiced by Barry Humphries), wants to sell the dwarfs to Azog. Meanwhile, Bilbo encounters the vicious creature Gollum. Bilbo manages to steal a powerful ring belonging to Gollum that turns him invisible when he puts it on his finger. Gollum goes into a rage when he realizes Bilbo stole the ring, but Bilbo uses the ring to escape, also deciding not to kill the pitiful creature when he has a chance to do so. Meanwhile, Gandalf catches up to the rest of the group, kills the great goblin, and escapes. Bilbo meets with them outside the mountain, and now fully commits to aid the dwarfs in their journey.
Soon the group is assaulted and cornered by Azog and his group of orcs and wargs. Thorin faces off against Azog, but is soon defeated. Azog's general is about to behead Thorin, but Bilbo attacks and kills the general. This act of bravery inspires the others to attack Azog's forces with renewed vigor and the tide of the battle turns in their favor. A group of giant eagles soon arrive to aid Gandalf and company and the eagles fly the group away to safety. The group arrives at the home of these eagles, and can see Lonely Mountain in the distance. They decide to stop and rest from their battles, and Thorin finally accepts Bilbo into the group while praising Bilbo's resourcefulness. Bilbo decides to keep the ring a secret from everybody.
Meanwhile, we see Smaug has awakened within the treasure room of Lonely Mountain.
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