The Hobbit: The Battle of the Five Armies

The Hobbit: The Battle of the Five Armies (previously known as The Hobbit: There and Back Again) is a British 2014 epic fantasy adventure film and the final installment in the three-part film adaptation based on the novel The Hobbit by J. R. R. Tolkien.


 * ''Directed by Peter Jackson. Written by Fran Walsh, Philippa Boyens, Peter Jackson and Guillermo del Toro.

Bilbo Baggins

 * [to Thorin] You've won the Mountain. Is that not enough?
 * [explaining why he has brought the Arkenstone to Thranduil and Bard] 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.
 * [to the company] If any of you ever pass through Bag End, tea is at four. There's plenty of it. You are welcome any time. Oh, uh...don't bother knocking.

Kili

 * I will not hide behind these walls while others fight our battles for us! It's not in my blood, Thorin!
 * WARGS!
 * He doesn't have any jambags!
 * Watch out!
 * TAURIEL!!!

Thorin Oakenshield

 * I'm gonna kill that piece of filth!
 * [to his company] I have no right to ask this of any of you...but will you follow me...one last time?
 * [roars] TO RAVENHILL!
 * [to Bilbo, last words before dying] 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.

King Thranduil

 * (to Legolas) Legolas, your mother loved you. More than anyone. More than life.

Gandalf

 * [From trailer] You have but one question to answer...how shall this day end?!
 * You're not making a very splendid figure as King Under The Mountain, are you, Thorin, son of Thrain!
 * 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.
 * Thranduil! This is madness!

Saruman

 * Are you in need of assistance, my Lady?
 * Go now! Leave Sauron to me.

Dain Ironfoot

 * [appearing at the head of an army of dwarves] Good mornin'! How are we all? I have a wee proposition, if ye wouldn't mind giving me a few moments of yer time. Would you consider...JUST SODDING OFF?! All o' ye, right now!
 * What took ye so long?!
 * Gandalf the Grey. Tell this rabble to leave or I'll water the ground with their blood.
 * I will not stand down before any Elf! [indicates Thranduil] 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!
 * [to Thranduil] You think I'd give a dead dog for your threats, ya pointy-eared princess?
 * Thorin, ye cannot do this. Ye're our king!
 * Ye're all mad bastards. [dodges the war chariot wheel's blades] How will ye make it?
 * [as Azog's army emerges from beneath the mountains] Aw, come on!
 * [theatrical version] The hordes of Hell are upon us! To battle! To battle, sons of Durin!
 * [extended edition] The hordes of Hell are upon us! Fight to the death!
 * [as Thorin and Company charge out of gate of Erebor] TO THE KING! TO THE KING!
 * May Durin save ye all.
 * An' how do ye plan t' fight yer way singlehanded t' Ravenhill?

Dwalin

 * [to Thorin] You sit here in these vast halls, with a crown upon your head - and yet you are lesser now than you have ever been.

Bard

 * Any man who wants to give their last...FOLLOW ME!
 * Alfrid? Your slip is showing.

Dialogue

 * [The dwarves, Tauriel, and Bard's children are rowing out of Lake-town to escape Smaug's wrath, when they see Bard on top the tower firing arrows at the dragon]
 * Bain: Da!
 * Tilda: Da!
 * [Bard keeps shooting his arrows at Smaug, but they have no effect on him]
 * Kili: He hit it! He hit the dragon!
 * Tauriel: No.
 * Kili: He did! He hit its mark! I saw it!
 * Tauriel: His arrows can not pierce its hide. I fear nothing will.
 * [Bain suddenly remembers the black arrow; he grabs a hook and swings off the boat]
 * Bofur: What are you doing?!
 * Fili: Come back! Bain!
 * Bofur: Bain!
 * Fili: Come back here!
 * Tauriel: Leave him! We cannot go back.


 * Smaug: [to Bard] Who are you that would stand against me? [Bard, with the Black Arrow in hand, grabs his bow but finds it broken] Now that is a pity. What will you do now, Bowman? You are forsaken. No help will come! [crushes a building with his foot]
 * Master of Lake-town: [to his men] Now's our chance! Go now! Head to the open water!
 * Smaug: [sees Bain, and licks his chops] 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] Stay still, son. Stay still.
 * Smaug: [last words] Tell me, wretch...how now shall you challenge me? [Bard concentrates on Smaug's hollowed scale] YOU HAVE NOTHING LEFT...BUT YOUR DEATH!!!!! [roars and makes his way to them]
 * Bard: Bain. Look at me. You look at me. A little to your left. [Bain moves slightly] That's it. [just as Smaug heads toward them, he shoots the arrow and it strikes the dragon's heart, causing him to roar and scream in pain and crash into the tower] Bain! Hold on!
 * [The tower falls with Bard and Bain in it. Smaug continues to roar in pain, flying high until the light leaves his body. He plummets down into the ground, dead. The Master of Lake-town sees the dragon's body, and he can only freeze. The body lands on the Master, Braga, the guards, the boat, and the gold, crushing and killing them all; back at the Lonely Mountain, the dwarves and Bilbo hear the crash of Smaug's dead body in the lake]
 * Ori: What was that? What happened?
 * Bilbo: It fell. I saw it. It's dead. Smaug is dead!
 * Gloin: By my beard, I think he's right! [points to birds flying to the mountain] 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 cheer, but Thorin goes back to enter the Lonely Mountain]


 * [After the destruction of Lake-town and Smaug's death, Fili, Bofur, and Oin grab a boat so they can head out to the Lonely Mountain to rejoin the Company. Kili goes over to Tauriel]
 * Kili: Tauriel...
 * Fili: Kili. Come on, we're leaving.
 * Tauriel: They are your people. You must go. [starts to walk off]
 * Kili: [stops her] Come with me. I know how I feel, I'm not afraid. You make me feel alive.
 * Tauriel: I can't.
 * Kili: Tauriel. Amralime.
 * Tauriel: [surprised] I don't know what that means.
 * Kili: [grins] I think you do.
 * [Fili looks at his brother; before Tauriel could respond, she senses Legolas, who returned from his chase after Bolg, behind her]
 * Tauriel: [in Elvish] My Lord Legolas.
 * Legolas: [in Elvish] Take your leave of the Dwarf. You are needed elsewhere.
 * [Kili and Tauriel give each other a longing look, before Kili reluctantly leaves. Then he stops and turns back to Tauriel. He takes her hand and gives her the stone he showed her when they first met]
 * Kili: Keep it, as a promise.
 * [Kili goes to the boat with Fili, Bofur, and Oin and row off. Tauriel looks at the stone. Her eyes filled with tears as she watches Kili and the others row off in their boat to the Lonely Mountain]


 * [The people of Lake-town plan to rid of Alfrid for helping the Master emptying the treasury but Bard stops them]
 * Bard: Put him down!! Look around you! Have you not had your fill of death?! 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.
 * Hilda: What then? What do we do then?
 * Bard: [after a brief pause] We find shelter.


 * [As the dwarves search for the Arkenstone in the Treasure Hoard, Bilbo paces around the entrance of Erebor, alone, and sits down in a corner. He recalls Smaug's words to him during his 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.
 * [Smaug lunges at Bilbo, but Bilbo puts the Ring on his finger and vanishes. Smaug looks around; Bilbo, invisible grabs the Arkenstone, puts it in his pocket and runs off, as Smaug breathes fire. After the flashback, Bilbo takes the Arkenstone out of his pocket and looks at it, wondering what to do with it]


 * Legolas: [approaches Bard who is gathering supplies and making leave with the people of Lake-town] Where will you go?
 * Bard: There is only one place. [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'll 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. [hands some wood to Alfrid to carry]
 * Alfrid: [sees an old woman walk by] Here, pull your weight. [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.


 * Bolg: Woodland Elves! The King's son and a She-elf...they tracked us to Lake-town.
 * Azog: And you killed them?
 * Bolg: They fled...squealing like cowards.
 * Azog: [angrily] You fool! They will return...with an army of Elves at their backs! Ride to Gundabad...Let the Legions come forth. [addressing his army] Elves! Men! Dwarves! The Mountain will be their tomb! To war!


 * [As Galadriel tries to exit Dol Guldur with the comatose Gandalf, Sauron calls out to her in Black Speech]
 * Sauron: Three rings for the Elven-kings under the sky, seven for the Dwarf-lords in their halls of stone...
 * Galadriel: Nine for mortal men doomed to die...
 * [The Ringwraiths appear in a circle around her, cutting off her escape. Galadriel falls to one knee]
 * Sauron: You cannot fight the shadow. Even now, you fade. One light alone in the darkness.
 * Galadriel: [defiant] I am not alone.
 * [Elrond and Saruman enter Dol Guldur]
 * Saruman: Are you in need of assistance, my lady?
 * [The Ringwraiths round on him with a shriek]
 * Elrond: [stepping forward] You should have stayed dead!
 * [Elrond and Saruman fight the Ringwraiths]


 * Sauron: [in the Black Speech] 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, fell and terrible, and raises the light of Eärendil, causing Sauron and the Ringwraiths to recoil]
 * Galadriel: [deep, booming voice] YOU HAVE NO POWER HERE, SERVANT OF MORGOTH! YOU ARE NAMELESS! FACELESS! FORMLESS! GO BACK TO THE VOID FROM WHENCE YOU CAME!!!
 * [Sauron disappears. Galadriel faints, Elrond catches her; Gandalf and Radagast watch outside the fortress]
 * Elrond: [in Elvish] 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 power. Her strength is failing. Take her to Lothlorien.
 * 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 saved Gandalf from Dol Guldur and rides him back to his house]
 * Gandalf: I need that horse.
 * Radagast: What? Gandalf, where are you going?
 * Gandalf: To warn Erebor. They have no idea what is coming. I saw it with my own eyes. Rank upon rank of Moria orcs. Radagast, you must summon our friends, bird and beast. The battle for the Mountain is about to begin. [starts to leave]
 * Radagast: Wait! [Gandalf stops; Radagast gives his staff to Gandalf] Take this. If what you say is true, then you'll need it more than I.
 * Gandalf: Thank you. [leaves]
 * Radagast: A word of warning. It can be a bit dicky sometimes. You just have to twiddle with the top. I expect you'll manage.


 * Thorin: [staring at the broken throne of Erebor, at the space where the Arkenstone should be] 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: [seething] And yet it's still not found!
 * Balin: Do you doubt the loyalty of anyone here? The Arkenstone is the birthright of our people.
 * Thorin: It is the King's Jewel...AM I NOT THE KING?! [short pause] Know this: If anyone should find it and withhold it from me...I will be avenged.


 * [Bilbo sees Balin who looks distressed about Thorin's behavior]
 * 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: Balin, if, if Thorin had the Arkenstone...or 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. Would it stay his madness? No, lad. I fear it would make him worse. Perhaps it is best it remains lost.


 * [Bilbo sits in a secluded hallway, looking at something in his palm. Thorin enters, and rushes forward]
 * Thorin: [demanding] What is that? In your hand!
 * Bilbo: I-It's nothing.
 * Thorin: Show me.
 * Bilbo: It- [opens his hand. It is an acorn on his palm] I picked it up in Beorn's garden.
 * Thorin: [his face softens, awed] You've carried it all this way?
 * Bilbo: I'm going to plant it in my garden in Bag End.
 * Thorin: [smiling fondly] It's a poor prize to take back to the Shire.
 * Bilbo: One day it'll grow, and every time I'll look at it I'll remember. The good, the bad...And how lucky I am that I made it home. [they smile at each other] Thorin, I-
 * Dwalin: [interrupting] Thorin. Survivors from Laketown. They're streaming into Dale. There's hundreds of them.
 * Thorin: [his face falls] Call everyone to the gate. [darkly] To the gate! Now!


 * [The people of Lake-town are on the brink of starvation. Bard sees an army of Elves. Thranduil walks through the army over to Bard]
 * Bard: My Lord Thranduil, we did not look to see you here.
 * Thranduil: I heard you needed aid.
 * [The Elves bring in carts of food, wine, and supplies, to which the people of Lake-town happily take]
 * 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. [at Erebor, Thorin picks up a necklace of white gems and recalls Thranduil's words to him] [voice over] There are gems in the Mountain that I too desire. White gems of pure starlight.
 * Thorin: [laughs] The White gems of Lasgalen. I know an Elf-lord who will pay a pretty price for these. [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 would 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 a Dwarf.
 * Bard: To avoid war? Yes.


 * [Bard rides from Dale to the Lonely Mountain and sees the dwarves, who see Thranduil's Elf army in Dale, on top of the stone wall]
 * Bard: Hail Thorin, son of Thrain. We are glad to find you alive beyond hope.
 * Thorin: Why do you come to the 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 the wall to speak to Bard, as a raven flies overhead into the mountains, and they speak between the wall 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? 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.
 * Thorin: When did the men of Lake-town come to our aid but for the promise of rich reward?
 * Bard: 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 wall to think for a moment, looks at the company and Bilbo, and turns back to Bard]
 * Thorin: Begone! Ere our arrows fly!
 * [Bard leaves in anger]
 * Bilbo: What are you doing?! You cannot go to war.
 * Thorin: This does not concern you.
 * Bilbo: 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. W-We are, in fact, outnumbered.
 * [The dwarves turn to look at Bilbo]
 * Thorin: Not for much longer.
 * Bilbo: Wh...? What does that mean?
 * Thorin: It means, Master Baggins, you should never underestimate Dwarves. We have reclaimed Erebor. Now, we defend it.


 * [Bard rides over to Thranduil back to Dale after his meeting with Thorin]
 * 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?
 * [The dwarves push heads of statues off the edge, dropping on the bridge, destroying it]
 * Thranduil: It is fruitless to reason with them. They understand only one thing. [draws his sword] We attack at dawn. Are you with us?


 * [The men of Lake-town are preparing for battle; in Erebor the Dwarves prepare themselves as well, Bilbo wanders next to the armory]
 * Thorin: [calling down the hall, from the armory to Bilbo] Master Baggins, come here. [Bilbo tentatively wanders over] You're going to need this. [Thorin holds up the mithril shirt - the same one Bilbo gave Frodo in Fellowship of the Ring] Put it on. [Bilbo takes off his coat, takes it, and slips it on over his shirt] This vest is made of silver steel. Mithril, it was called by my forebears. No blade can pierce it.
 * Bilbo: [laughing slightly at how he looks] I look absurd! I'm not a warrior, I'm a Hobbit.
 * Thorin: It is a gift. A token of our friendship. [Bilbo offers a small smile. Thorin glances at the Dwarves in the armory, lowering his voice] True friends are hard to come by. [shoves Bilbo, none too kindly, further down the tunnel, out of earshot] I have been blind...but now I begin to see. I am betrayed!
 * Bilbo: [nervously] Betrayed?
 * Thorin: The Arkenstone. [leans closer to Bilbo, lowering his voice even more] One of them has taken it. [both Bilbo and Thorin glance back towards the armory] One of them is false.
 * Bilbo: [carefully] Thorin...the quest is fulfilled. You've won the mountain. Is that not enough?
 * Thorin: Betrayed by my own kin...
 * Bilbo: N-No, uh. You made a promise to the people of Laketown. I-Is this treasure truly worth more than your honor? Our honor, Thorin, I was also there. I gave my word.
 * Thorin: [smiles] For that, I am grateful. It was nobly done. [smile fades] But the treasure in this mountain does not belong to the people of Laketown. [sounding more and more like Smaug] This gold is ours. And ours alone. On my life, I will not part with a single coin. Not one piece of it.
 * [Bilbo stares across at him in despair and maybe a little fear as the Dwarves march by, fully armed]

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 * [Gandalf is in a private meeting in a tent with Thranduil and Bard in Dale]
 * 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?

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 * Legolas: [he and Tauriel see a swarm of bats flying out of Gundabad] Theses bats are bred for one purpose.
 * Tauriel: For what?
 * Legolas: For war.

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 * [The night before the battle, Bilbo goes to the wall and ties a rope to a chain link. He stops when he hears Bofur]
 * Bofur: You should be inside...out of the wind.
 * Bilbo: Uh, I, uh...needed some air. Place still stinks of dragon.
 * Bofur: [walks up to Bilbo] The elves have been moving their archers into position.
 * Bilbo: Ah.
 * Bofur: The battle will be over by tomorrow's eve. Though I doubt we will live to see it.
 * Bilbo: These are...dark days.
 * Bofur: Dark days indeed. No one could blame a soul for wishing themselves elsewhere. [moment of silence] Must be near midnight. Bombur's got the next watch. It'll take a bit to wake him. [walks down the wall]
 * Bilbo: Bofur, I will see you in the morning.
 * Bofur: [smiles sadly] Goodbye, Bilbo. [leaves]
 * [Bilbo throws the rope over the wall and sneaks out]

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 * [Thranduil refuses to heed Gandalf's warning about the approaching Orc armies]
 * Gandalf: Since when has my counsel counted for so little? What do you think I'm trying to do?
 * Thranduil: I think you're trying to save your Dwarfish 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. [to the guard outside his tent] Are the archers in position?
 * Elvish warrior: Yes, my lord.
 * Thranduil: Give the order. If anything moves on that mountain, kill it. [the guard leaves. Gandalf looks on despairingly] The Dwarves are out of time.

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 * [Inside a tent in Dale]
 * Gandalf: [to Bard] Bowman. [Bard turns around] 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.
 * Bilbo: [enters the tent] 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: [in surprise and relieved] Bilbo Baggins!
 * [Bilbo smiles at Gandalf]
 * Thranduil: [sees Bilbo; later sitting down] If I am not mistaken, this is the Halfling who stole the keys to my dungeons from under the nose of my guards.
 * Bilbo: [pauses, then speaks just audibly] Yish... [Yes...] Sorry about that. [approaches the table in the middle of the tent with a bundle] I came to give you this. [opens the bundle, revealing the Arkenstone]
 * Thranduil: [in awe] The Heart of the Mountain! The King's Jewel.
 * Bard: And worth a king's ransom. [looks at Bilbo] How is this yours to give?
 * Bilbo: I took it as my fourteenth share of the treasure.
 * [Gandalf smiles at Bilbo]
 * Bard: Why would you do this? You owe us no loyalty.
 * Bilbo: I'm not doing it for you. [Thranduil and Bard look at him] 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.

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 * [Thranduil and Bard with their armies arrive in Erebor; Thranduil and Bard ride to the gate when Thorin shoots an arrow in front of Thranduil]
 * Thorin: I will put the next one between your eyes!
 * [The dwarves cheer when Thranduil's Elf army aim their arrows at them. All the Dwarves except for Thorin duck down, Thranduil 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 shows them] We have this.
 * Kili: [to Thorin, in pure shock] They have the Arkenstone. [to Bard and Thranduil] 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. [puts the Arkenstone away] But first, he must honor his word.
 * Thorin: [to the Company] They are taking us for fools. It is a ruse. A filthy lie. [to Bard and Thranduil] The Arkenstone is in this mountain! It is a trick!
 * Bilbo: It...It's no trick. [Thorin is surprised] The stone is real. I gave it to them.
 * [Thranduil and Bard look on in concern as Thorin discovers Bilbo's bargaining with them]
 * Thorin: [turns to Bilbo] You?...
 * Bilbo: I took it as my fourteenth share.
 * Thorin: [accusingly] You would steal from me?
 * Bilbo: [nervously smiles] Steal from you? No, no. I may be a burglar but I'd like to think I'm an honest one. I'm willing to let it stand against my claim.
 * Thorin: "Against your claim"? Your claim. You have no claim over me, you miserable RAT! [throws his bow down to the concrete]
 * Bilbo: I was going to give it to you. Many times, I wanted to, but-
 * Thorin: But what, thief?
 * Bilbo: [firmly; angrily] 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] THROW HIM FROM THE RAMPART! [Bilbo widens his eyes in terror. The Dwarves stand still; none of them obey Thorin's order as Bard and Thranduil look on in disbelief and shock] DID YOU NOT HEAR ME?! [pulls Fili, who pulls back; Thorin turns back to Bilbo angrily] I will do it MYSELF! [grabs Bilbo and lifts him up, the other dwarves rush to stop him] CURSE YOU!
 * Fili: No!
 * Thorin: CURSED BE THE WIZARD THAT FORCED YOU ON THIS COMPANY!
 * Gandalf: [walks to the bottom of the wall, magically magnified voice] IF YOU DON'T LIKE MY BURGLAR, [normal voice] then please, don't damage him. Return him to me. [Thorin stops at the sight of Gandalf] You're not making a very splendid figure as King under the Mountain, are you, Thorin, son of Thrain?
 * Thorin: [slowly puts Bilbo down] NEVER AGAIN WILL I HAVE DEALINGS WITH WIZARDS...
 * Bofur: [to Bilbo, escaping down the wall] Go.
 * Thorin: ...OR SHIRE RATS!
 * Bard: [to Thorin] Are we resolved? The return of the Arkenstone for what was promised?
 * Thorin: [looks to a nearby hill expectantly, not responding. Then paces] Why should I buy back that which is rightfully mine?
 * [Gandalf looks at him in disbelief]
 * Thranduil: [to Bard] Keep the stone. Sell it. Ecthelion of Gondor will give you a good price for it.
 * Thorin: [shouting furiously] I WILL KILL YOU! UPON MY OATH, I WILL KILL YOU ALL!
 * Thranduil: Your oath means nothing! [pause] I've heard enough.
 * [The Elven Army readies to take fire]
 * Gandalf: Thorin, lay down your arms. Open these doors. This treasure will be your death.
 * Balin: Thorin, we cannot win this fight.
 * [The company and Gandalf look at Thorin, who still doesn't respond]
 * Bard: Give us your answer. Will you have peace or war?
 * Thorin: [after the raven from earlier arrives, signaling that Dwarves led by Dain are approaching] I will have war.
 * Gandalf: [sees the army] Ironfoot.
 * Bilbo: [referring to Dain] Gandalf, who is that? He doesn't look very happy.
 * Gandalf: He is Dain, Lord of the Iron Hills. Thorin's cousin.
 * Bilbo: Are they alike?
 * Gandalf: [sighs] I've always found Thorin the more reasonable of the two.
 * [Dain and his army from the Iron Hill have just arrived; Dain is riding a pig]
 * Dain: Good morning! How aaare we all? I have a wee proposition, if ye wouldn't mind givin' me a few moments of yer time. Would ye consider...JUST SODDING OFF?! All of you! Right now!
 * Bard: Stand fast!
 * Gandalf: [steps forward] 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. [looks at Thranduil] 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! [rides back to his army]
 * Gandalf: Dain! Wait!
 * [Dain ignores him; the Dwarves cheer, Gandalf looks on distressed]
 * Thranduil: Let them advance, see how far they'll get.
 * Dain: You think I give a dead dog for your threats, ya pointy-eared princess? [to his army] You hear that, lads? We're on! Let's give these bastards a good hammering!

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 * Dwalin: [confronting Thorin over his obsession with the Arkenstone, trying to reason with him to help Dain] Since when do we forsake our own people? Thorin, they are dying out there.
 * Thorin: There are halls beneath halls within the Mountain, places we can fortify. Shore up, make safe? Yes. Yes, that is it. We must move the gold further underground to safety.
 * 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... [voice begins to break] as if I were still Thorin...Oakenshield... [draws his sword, enraged] I am your KING!
 * Dwalin: [voice breaking] You were always my King. You used to know that once. But you cannot see what you have become.
 * Thorin: Go. Get out...before I kill you.
 * [Dwalin tearfully leaves. Later, Thorin wanders through the Gallery of Kings and recalls his conversations involving him]
 * Dwalin: [voice over] You sit here with a crown upon your head...and yet 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 horde.
 * Bard: [voice over] The blind ambition of a Mountain King.
 * Thorin: [voice over] AM I NOT THE KING?! This gold is ours and ours alone. Treasure hoard. [as Thorin walks over the hardened gold floor, he continues to recall] I will not part with a single coin.
 * Bard: [voice over] He cannot 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: [voice over] I am not my grandfather.
 * [Thorin begins to come to his senses]
 * 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: [voice over] You are changed, Thorin!
 * Thorin: [voice over] I am not my grandfather.
 * Bilbo: [voice over] Is this treasure truly worth more than your honor?
 * Thorin: [voice over] I am not my grandfather.
 * [Thorin begins hallucinating as he sees Smaug swimming underneath him as well as himself sinking in the molten gold]
 * Gandalf: [voice over] This treasure will be your death!
 * [Thorin, horrified, sees himself sinking further into the gold; he suddenly comes to his senses and casts his crown aside. Meanwhile, the dwarves have grown impatient of not helping until they see Thorin coming towards them. Kili stands up from a piece of rubble with an angry scowl on his face]
 * Kili: [lividly shouting at Thorin] I will not hide behind a wall of stone while others fight our battles for us!! [Thorin continues walking toward the company, unaffected by the shouting] It is not in my blood, Thorin.
 * Thorin: [comes to a halt in front of Kili] No, it is not. We are sons of Durin. And Durin's folk do not flee from a fight. [Kili's lips tremble as if he were about to cry. Thorin and Kili smile at each other, touch foreheads together and they walk over to the rest of the company] I have no right to ask this of any of you...but will you follow me...one last time?
 * [The dwarves raise their weapons, ready for battle]

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 * Gandalf: [to Thranduil] 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! [walks off]
 * Gandalf: [desperate] Thranduil?
 * Bilbo: I'll go.
 * Gandalf: Don't be ridiculous, you'll never make it.
 * Bilbo: Why not?
 * Gandalf: Because they will see you coming, and kill you!
 * Bilbo: No, they won't. They won't see me.
 * Gandalf: It's out of the question. I won't allow it.
 * Bilbo: I'm not asking you to allow it, Gandalf.
 * [Bilbo turns and leaves, he then puts on the One Ring and goes off to Ravenhill to warn Thorin]

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 * [As Thranduil and his remaining forces leave Dale in the midst of the battle, Tauriel stands in their way]
 * Tauriel: [in Elvish] You will go no further. [in English] You will not turn away. Not this time.
 * Thranduil: [glaring] 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're mortal.
 * Tauriel: [aims her bow and arrow at Thranduil, who looks on in shock] You think your life is worth more than theirs, when there is no love in it? There is no love in you!
 * [Thranduil hesitates, then swiftly and mercilessly cuts Tauriel's bow in half. Tauriel is taken aback in shock]
 * Thranduil: [raises his sword to Tauriel's face] 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?
 * [Legolas deflects Thranduil's blade and defends Tauriel]
 * Legolas: [in Elvish] If you harm her...you will have to kill me. [Thranduil lowers his head in sadness at his son's defiance; Legolas turns to Tauriel, in English] I will go with you.

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 * [In Erebor, the battle is still continuing. Bofur fights orcs, until one knocks him back. Bifur rushes to Bofur's aid, lunging himself at the orc, getting the axe in his head stuck to the orc's head. Bofur hurries and tries to pull him out. Bombur comes along to try and help]
 * Bofur: PUSH!
 * [The three dwarves push the orc backwards until it's hanging over the edge of a cliff. Bombur walks on top on them, jumps off of Bifur's back, pivots around, and pulls the orc down, releasing both of their grip. Bifur and Bofur are flung backwards]''
 * Bofur: [sees the axe has been dislodged from Bifur's head] By Durin! You've lost your axe!
 * [Bifur, surprised, feels his head]
 * Bombur: [rushes up with the axe] No he's not! Here you go, cousin. [hands the axe to Bifur]
 * Bifur: [looks at the axe] You know where you can stick that. [throws the axe away behind him]

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 * [Thorin has killed Azog and is mortally wounded; Bilbo regains consciousness and rushes to Thorin's aid]
 * Thorin: [relieved] Bilbo!
 * Bilbo: Don't move, don't move. Lie still. [sees Thorin's wound] Oh!
 * Thorin: I'm glad you're here.
 * Bilbo: Shhhh...
 * Thorin: I wish to part from you in friendship.
 * Bilbo: No, you...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 it. I am so sorry...that I led you into such peril.
 * Bilbo: No, I'm-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: [last words] 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. [moans]
 * Bilbo: No! No no no no no, Thorin. Don't you dare. [Thorin dies] Thorin... [quietly] Hold on. Hold on, please. The eagles, the eagles are here. [desperately] Thorin. The ea- [weeps]

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 * Legolas: [about his defiance, in defense of Tauriel] I...cannot go back.
 * Thranduil: Where will you go?
 * Legolas: I do not know.
 * Thranduil: Go to the North. Find the Dunedain. There is a young Ranger among them you should meet. His father, Arathorn, was a good man. His son might turn out 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 makes to head to the north as suggested, but stops short] Legolas, your mother loved you...more than anyone; more than life.
 * [Touched by the apology and the fact that his mother loved him, Legolas exchanges a gesture of affection with Thranduil and makes off to the north to find the ranger, with Thranduil looking on and having accepted the fact the elven prince is now independent and a grown man. Then Thranduil walks up to Tauriel, who's weeping over Kili's body]
 * Tauriel: They want to bury him.
 * Thranduil: Yes.
 * Tauriel: If this is love, then I do not want it. Take it from me. Please. [Thranduil does nothing. She sobs harder] Why does it hurt so much?
 * Thranduil: [uncharacteristically empathetic] Because it was real.
 * [Tauriel, with tears in her eyes, was surprised what Thranduil had said, and kisses Kili]

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 * [After the battle; everyone paid respect to the King under the Mountain, the funeral was held for Thorin, Fili and Kili, and Dain is crowned King under the Mountain]
 * Balin: The king is dead!
 * Dwarves: Long live the king!
 * [Later, outside the opened and broken stone wall in front of Erebor]
 * 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: I know that's how you must honor him, but to me, he was never that. He was... [getting choked up] To me...he was...Well, I think I'll slip quietly away. Will you tell the others I said goodbye?
 * Balin: You'll tell them yourself.
 * [Bilbo turns around to see all the dwarves at the gate]
 * Bilbo: [to the dwarves] Uh, if any of you are ever passing Bag End, uh...tea is at four, there's plenty of it. You are welcome anytime. [they all bow to Bilbo] Oh, ah...don't bother knocking.
 * [The dwarves laugh softly; Gandalf chuckles, and Bilbo and Gandalf leave, as the dwarves watch in sadness]

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 * [After the battle, Bilbo and Gandalf travel back from Erebor to the Shire]
 * Gandalf: Ahh, the borders of the Shire. It is here I must leave you.
 * Bilbo: That's a shame. I quite like having a wizard around. 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: [surprised] No...
 * Gandalf: ...in the goblin tunnels, and I've kept my eye on you ever since.
 * Bilbo: [smiles] Well, thank goodness. [extends his hand] Farewell, Gandalf.
 * Gandalf: Farewell.
 * [Gandalf and Bilbo shake hands and part]
 * Bilbo: [walks, but stops and turns back] 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.

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 * Grubb: Who is this person you pledged your service to? Thorin Oakenshield?
 * Bilbo: He...He was my friend.

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 * [Last lines; Old Bilbo is holding the Ring in his hand when he hears a knock at his door, Bilbo closes his hand on the Ring]
 * Old Bilbo: No, thank you! We don't want any more visitors, well-wishers, or distant relations!
 * Gandalf: [from outside] And what about very old friends?
 * [Old Bilbo smiles, puts the Ring in his pocket, and runs to open the door; as the camera focuses on the map of the Lonely Mountain on a frame, the last lines are heard from The Fellowship of the Ring]
 * Old Bilbo: Gandalf?
 * Gandalf: Bilbo Baggins.
 * Old Bilbo: My dear Gandalf!
 * Gandalf: It’s good to see you. One hundred and eleven years old; who would believe it?
 * [Gandalf and Old Bilbo laugh]
 * Old Bilbo: Come on, come in! Welcome, welcome.

Cast

 * Martin Freeman as Bilbo Baggins
 * Ian McKellen as Gandalf the Grey
 * Richard Armitage as Thorin Oakenshield II
 * Benedict Cumberbatch as Smaug and Necromancer
 * Lee Pace - Thranduil
 * Orlando Bloom as Legolas Greenleaf
 * Evangeline Lilly as Tauriel
 * Luke Evans as Bard the Bowman
 * Graham McTavish as Dwalin
 * Ken Stott as Balin
 * Aidan Turner as Kíli
 * Dean O'Gorman as Fíli
 * Mark Hadlow as Dori
 * Jed Brophy as Nori
 * Adam Brown as Ori
 * John Callen as Óin
 * Peter Hambleton as Glóin
 * William Kircher as Bifur
 * James Nesbitt as Bofur
 * Stephen Hunter as Bombur
 * Cate Blanchett as Galadriel
 * Hugo Weaving as Elrond
 * Christopher Lee as Saruman the White
 * Ian Holm as old Bilbo Baggins
 * Sylvester McCoy as Radagast the Brown
 * Billy Connolly as Dáin
 * Mikael Persbrandt as Beorn
 * Stephen Fry as the Master of Master of Lake-town
 * Ryan Gage as Alfrid Lickspittle
 * John Bell as Bain
 * Peggy Nesbitt as Sigrid
 * Mary Nesbitt as Tilda
 * Simon London as Feren
 * Manu Bennett as Azog
 * John Tui as Bolg
 * Conan Stevens as Keeper of the Dungeons

Taglines

 * The Defining Chapter
 * Witness the defining chapter of the Middle-Earth saga.
 * One Last Time