The Hobbit: The Desolation of Smaug

The Hobbit: The Desolation of Smaug is the 2013 epic fantasy adventure film and the second installment in The Hobbit motion picture trilogy based on the novel by J. R. R. Tolkien. It tells the tale of Bilbo and his journey to the Lonely Mountain with Thirteen Dwarves and a wizard named Gandalf the Grey, to reclaim the treasure stolen by Smaug the dragon.
 * Directed by Peter Jackson. Written by Frances Walsh, Philippa Boyens, Guillermo del Toro, and Peter Jackson, based on the novel The Hobbit'' by J. R. R. Tolkien.

Beyond darkness... beyond desolation... lies the greatest danger of all.(taglines)

Bilbo Baggins

 * I was going to tell you. I...found something in the goblin tunnels. [Gandalf: What did you find?] ...My courage.
 * I promised that I would do this, and I think that I must try.
 * Truly the tales and songs fall utterly short of your enormity, O Smaug the stupendous...
 * I... I come from under the hill. [Smaug: Underhill?] And under hills and over hills my path has led. And through the air! I am he who walks unseen.
 * Truly you are mistaken, O Smaug, Chiefest and Greatest of Calamities.
 * I was just saying, your reputation precedes you, O Smaug the Tyrannical. Truly, you have no equal on this earth.

Legolas

 * King? There is no king under the mountain nor will there ever be. None would dare enter Erebor, whilst the dragon lives.
 * Do not think I won't kill you dwarf! It would be my pleasure.

Thranduil

 * Such is the nature of evil. Out there in the vast ignorance of the world, it festers and spreads. A shadow that grows in the dark. A sleepless malice as black as the oncoming wall of night. So it ever was, so will it always be. In time all foul things come forth.
 * It is a crime to wander in my realm without leave, if you forget, you are using the road my people made.
 * It has been a long time since Thorin Oakenshield traveled so far east, for what purpose? Where does your journey end?
 * Some imagine that a noble quest is at hand. A quest to reclaim a homeland, and slay a dragon. I myself suspect a more prosaic motive. Attempted burglary or something of that ilk.
 * You have found a way in. You seek that which would bestow upon you, the right to rule. The King's Jewel. The Arkenstone. It is precious to you beyond measure, I understand that. There are gems in the Mountain that I, too, desire... White gems, of pure starlight. I offer you my help. I will let you go, if you but return what is mine.
 * Do not talk to me of dragon fire! I know its wrath and ruin. I have faced the Great Serpents of the North! [Reveals severe burns on the left side of his face, before it fades back to normal when he backs away] I warned your grandfather of what his greed would summon...but he would not listen. You are just like him.
 * Stay here if you will, and rot. 100 years is a mere blink in the life of an Elf. I am patient, I can wait.
 * Other lands are not my concern. The fortunes of the world will rise and fall but here in this kingdom we will endure.

Thorin Oakenshield

 * Had the aim of Men been truer that day, much would have been different.
 * We are the Dwarves of Erebor. We have come to reclaim our homeland.
 * If this is to end in fire, then we will all burn together!
 * [taunting Smaug] I do not think to see you so easily outwitted! You have grown slow and fat in your dotage...slug!
 * I will not risk this quest for the life of one...burglar.
 * I can not risk the fate of this quest for the sake of one Dwarf... not even my own Kin.
 * I would not trust Thranduil, the great king, to honor his word, should the end of all days be upon us! You lack all honor! I have seen how you treat your friends. We came to you once - starving, homeless, seeking your aid. But you turned your back! You turned away from the suffering of my people, and the inferno that destroyed us, ihm rheid ahm rhad al sul!

Bard the Bowman

 * Do it again and you're dead.
 * If you awaken that beast, he'll destroy us all.
 * The Lord of Silver Fountains. The King of Carven Stone. The King Beneath the Mountain. Shall come into his own. And the bells shall ring in gladness, at the Mountain King's return. But all shall fail in sadness, and the Lake will shine and burn.
 * All of you! Listen to me! You must listen! Have you forgotten what happened to Dale? Have you forgotten those who died in the firestorm? And for what purpose? The blind ambition of a Mountain King, so riven by greed, he cannot see beyond his own desire!
 * [when Bofur, Oin, Fili and Kili show up at his home] No. I'm done with dwarves. Go away!
 * [Talking to his daughter while taking the hidden black arrow] Not if I kill it first.

Balin

 * It never ceases to amaze me: the courage of Hobbits...
 * Bilbo? If there is indeed a live dragon down there... don't waken it.

Dwalin

 * [climbing out of a toilet] If you speak of this to anyone... I'll rip your arms off.

Smaug

 * Well, thief. I smell you. I hear your breath. I feel your air. Where are you? Where are you?! Come now. Don't be shy. Step into the light! Hmm. There is something about you. Something you carry, something made of gold... but far... more... precious!
 * Do you think flattery will keep you alive? [Bilbo: ...No, no.] No indeed. You seem familiar with my name, but I don't remember smelling your kind before. Who are you and where do you come from, may I ask?
 * Lovely titles. Go on. [Bilbo: Barrel rider.] Barrels? Now that is interesting. And what about your little dwarf friends? Where are they hiding?
 * Oh, I don't think so, Barrel-Rider. They sent you in here to do their dirty work while they skulk about outside!
 * You have nice manners for a thief... and a LIAR! I know the smell and taste of dwarf, no one better! It is the gold; they are drawn to treasure like flies to dead flesh! Did you think I did not know this day would COME?! That a pack of canting dwarves would come crawling back to the MOUNTAIN?!
 * The King Under the Mountain is dead! I took his throne! I ate his people like a wolf among sheep! I kill where I wish, when I wish! My armour is iron! NO BLADE CAN PIERCE ME!
 * It's Oakenshield... that filthy dwarvish usuper! He sent you in here for the Arkenstone, didn't he?
 * Don't bother denying it! I guessed his foul purpose sometime ago. But it matters not. Oakenshield's quest will fail! The darkness is coming. It will spread to every corner of the land.
 * You are being used, Thief in the Shadows. You are only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it worth NOTHING!
 * What did he promise you, a share of the treasure, as if it was his to give? I will not part with a single coin! Not one PIECE of it! My teeth are swords! My claws are spears! MY WINGS... ARE A HURRICANE!
 * I am almost tempted to let you take it, if only to see Oakenshield suffer. Watch it destroy him. Watch it corrupt his heart and drive him mad. But I think not. I think our little game ends here. So tell me, thief - how do you choose to die?
 * YOU WILL BURN!
 * Flee. Flee! Run for your lives! There is... nowhere to hide!
 * You think you can deceive me, barrel-rider!? You have come from Laketown! This is some sordid scheme hatched between these filthy dwarves and those miserable tub-trading Lake-men! Those sniveling cowards with their longbows and black arrows! Perhaps it is time I paid them a visit!
 * You care about them, do you? Good! Then you can watch them DIE!
 * You will take NOTHING from me, dwarf. I laid low your warriors of old. I instill terror in the hearts of men. I am King under the Mountain!
 * REVENGE?! REVENGE?! I WILL SHOW YOU REVENGE!
 * I...AM...FIRE. I...AM...DEATH.

Tauriel

 * Tell me, Mellon, when did we allow evil to become stronger than us?
 * You like killing things, Orc? You like death? Then let me give it to you!

The Necromancer

 * There is no light, Wizard... that can defeat darkness.

Dialogue

 * Gandalf: [meeting Thorin in Bree] I should introduce myself. My name is Gandalf. Gandalf the Grey.
 * Thorin: I know who you are.
 * Gandalf: Well, now, this is a fine chance. What brings Thorin Oakenshield to Bree?
 * Thorin: I received word that my Father had been seen wandering the wilds near Dunland. I went looking, found no sign of him.
 * Gandalf: Ah, Thrain...
 * Thorin: You're like the others. You think he's dead.
 * Gandalf: I was not at the Battle of Moria.
 * Thorin: No, but I was.
 * [flashback to the Battle of Moria, when Azog beheaded Thror]
 * Thorin: [voiceover] My grandfather, Thror, was slain.
 * Young Thorin: Father...!
 * Thrain: Stay back!
 * Young Thorin: No, I will fight with you!
 * Thrain: Azog means to kill us all! One by one, he will destroy the line of Durin! But by my life, he shall not take my son! You will stay here!
 * Thorin: [voice-over] My father led a charge towards the Dimrill Gate... he never returned.
 * [Thrain charges towards Azog with his bodyguards, and Thorin loses sight of him.]
 * Young Thorin: FATHER!
 * [The flashback continues showing Thorin fighting Azog, cutting his hand, and at the end of the battle, Thorin looks upon the pile of dead dwarves]
 * Thorin: [voiceover] Thrain is gone, they told me. He is one of the fallen. But at the end of the battle, I searched amongst the slain, down to the last body. My father was not among the dead.
 * [Flashback ends]'
 * Gandalf: Thorin, it's been a long time since anything but rumor was heard of Thrain.
 * Thorin: He still lives, I am sure of it.
 * Gandalf: [pause] The ring your grandfather wore. One of the seven given to the Dwarf Lords many years ago...What became of it?
 * Thorin: He...gave it to my father before they went into battle.
 * Gandalf: So Thrain was wearing it when...when he went missing...That's that, then.
 * Thorin: I know my father came to see you before the Battle of Moria. What did you say to him?
 * Gandalf: I urged him to march upon Erebor, to rally the seven armies of the dwarves. To destroy the dragon and take back the Lonely Mountain, and I would say the same to you. Take back your homeland.
 * Thorin: This is no chance meeting, is it, Gandalf?
 * Gandalf: No, it is not. The Lonely Mountain troubles me, Thorin. That dragon has sat there long enough, sooner or later darker minds will turn towards Erebor. I ran into some unsavory characters whilst traveling along the Greenway. They mistook me for a vagabond.
 * Thorin: I imagine they regretted that.
 * Gandalf: One of them was carrying a message. [unrolls the message and slides it across the table to Thorin] It is Black Speech. [Thorin looks at Gandalf with unease] A promise of payment.
 * Thorin: For what?
 * Gandalf: Your head. Someone wants you dead. Thorin, you can wait no longer. You are the heir to the throne of Durin. Unite the armies of the dwarves, together you have the might and power to retake Erebor. Summon a meeting of the seven dwarf families, demand they stand by their oath.
 * Thorin: The seven armies swore that oath to the one who wields the King's jewel, the Arkenstone. It is the only thing that will unite them, and in case you have forgotten, that jewel was stolen by Smaug.
 * [Gandalf notices the two men that had been watching Thorin earlier get up and leave the bar]
 * Gandalf: What if I were to help you reclaim it?
 * Thorin: How? The Arkenstone lies half a world away, buried beneath the feet of a fire breathing dragon.
 * Gandalf: Yes, it does. Which is why we're going to need a burglar.
 * [Scenes changes to twelve months later, with Bilbo peeking out of a mountain ledge]


 * Thorin: How close is the pack?
 * Bilbo: Too close. A couple of leagues, no more. But, that's not the worst of it.
 * Dwalin: Have the Wargs picked up on our scent?
 * Bilbo: Not yet, but, they will do. We have another problem.
 * Gandalf: Did they see you? [Bilbo looks at Gandalf] They saw you.
 * Bilbo: No, that's not it.
 * Gandalf: [to the Dwarves] What did I tell you? Quiet as a mouse. Excellent burglar material.
 * Bilbo: Will you listen? Will you just listen?? I'm trying to tell you there is something else out there.
 * Gandalf: What form did it take? Like a bear?
 * Bilbo: Yes, but bigger. Much bigger.
 * Bofur: [to Gandalf] You knew about this beast? [Gandalf turns and walks a few steps away] I say we double back.
 * Thorin: And be run down by a pack of Orcs?
 * Gandalf: There is a house, it's not far from here, where we might take refuge.
 * Thorin: Whose house? Are they friend or foe?
 * Gandalf: Neither. He will help us or he will kill us.
 * Thorin: What choice do we have?
 * [Beorn roars]
 * Gandalf: None.


 * [Azog approaches a ledge next to a large crevice in Dol Guldur. The Necromancer appears, and the two converse in the Black Speech]
 * Necromancer: We grow in number. We grow in strength. You will lead my armies.
 * Azog: What of Oakenshield?
 * Necromancer: War is coming.
 * Azog: You promised me his head!
 * Necromancer: Death will come to all!


 * Beorn: So you are the one they call Oakenshield? Tell me, why is Azog the Defiler hunting you?
 * Thorin: You know of Azog? How?
 * Beorn: My people were the first to live in the mountains. Before the orcs came down from the North. The Defiler killed most of my family. But some he enslaved. Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him.
 * Bilbo: There are others like you?
 * Beorn: Once there were many.
 * Bilbo: And now?
 * Beorn: Now there is only one. You need to reach to reach the Mountain before the last days of autumn.
 * Gandalf: Before Durin's Day falls, yes.
 * Beorn: You're running out of time.
 * Gandalf: Which is why we must go through Mirkwood.
 * Beorn: A darkness lies upon that forest. Fell things creep beneath those trees. There is an alliance between the orcs of Moria and the Necromancer in Dol Guldur. I would not venture there, except in great need.
 * Gandalf: We will take the Elven road. That path is still safe.
 * Beorn: Safe? The Wood Elves of Mirkwood are not like their kin. They're less wise and more dangerous. But it matters not.
 * Thorin: What do you mean?
 * Beorn: These lands are crawling with orcs. Their numbers are growing. And you are on foot. You will never reach the forest alive. I don't like dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own. [pause] But orcs I hate more. What do you need?


 * Gandalf: You've changed, Bilbo Baggins. You're not the same hobbit as the one who left the Shire.
 * Bilbo: I was going to tell you. I...found something in the goblin tunnels.
 * Gandalf: Found what? What did you find?
 * Bilbo: [almost tells Gandalf about the Ring, but quickly changes his mind and says through a strained voice...] ...My courage.
 * Gandalf: Good! Well, that's good. You'll need it.


 * Bilbo: [after Thorin tries to shoot a white stag and missed] You shouldn’t have done that. It’s bad luck.
 * Thorin: I don't believe in luck. We make our own luck.


 * Giant Spider: [about to eat a captured dwarf] Fat and juicy! Just a little taste... [Bilbo, while wearing the One Ring which makes him invisible, cuts the spider from behind with his sword] Aahh!! Curse it! Where is it, where is it?!
 * Bilbo: [removes the Ring, making him visible] Here.
 * Giant Spider: [lunges at Bilbo, only to be run through] It stings! It stings!
 * [Bilbo withdraws his sword, and the spider falls dead to the forest floor]
 * Bilbo: [holds up his sword and contemplates] Sting. That's a good name. Sting.


 * Gloin: [Legolas has confiscated a locket from him] Hey, give that back. That's private!
 * Legolas: [looking at the picture on the left, of a dwarf with a long, thick beard] Who is this? Your brother?
 * Gloin: [indignant] That is my wife!
 * Legolas: [looking at the infant in the other picture] And what is this horrid creature? A goblin mutant?
 * Gloin: That's my wee lad, Gimli!
 * [Surprised, Legolas smirked]


 * Kili: [trying to be smooth] Aren't you going to search me? I could have anything down my trousers.
 * Tauriel: [coldly] Or nothing.


 * Balin: Did he offer you a deal?
 * Thorin: He did. I told him he could go ish khak feun dol nul! Him, and all his kin!


 * Bofur: [after climbing into the empty barrels] What do we do now?
 * Bilbo: Hold your breath.
 * Bofur: Hold my breath? What do you mean...?
 * [Bilbo opens a trap-door, sending the barrels rolling down a ramp into the river]


 * [Gandalf and Radagast are examining an empty tomb in Rhudaur]
 * Radgast: These are dark spells, Gandalf. Old and full of hate. Who's buried here?
 * Gandalf: If he had a name, it's long since been lost. He would be remembered as a servant of evil. One of a number. [gestures to the eight other empty tombs] One of Nine.
 * [They both leave Rhudaur]
 * Radgast: Why now, Gandalf? I don't understand.
 * Gandalf: The Ringwraiths have been summoned to Dol Guldur.
 * Radgast: But it cannot be the Necromancer. A human sorcerer could not summon such evil.
 * Gandalf: Who said it was human? The Nine only answer to one master. We've been blind, Radagast. And in our blindness, the Enemy has returned. He is summoning his servants. Azog the Defiler is no ordinary hunter. He is a commander, a commander of legions. The Enemy is preparing for war. It will begin in the East. His mind is set upon that mountain.
 * Radgast: Where are you going?
 * Gandalf: To rejoin the others.
 * Radgast: Gandalf.
 * Gandalf: I started this. I cannot forsake them! They are in grave danger.
 * Radagast: If what you say is true, the world is in grave danger. The power in that fortress will only grow stronger.
 * Gandalf: You want me to cast my friends aside?


 * [Thranduil has just beheaded an orc he and Legolas were interrogating]
 * Legolas: Why did you do that? You promised to set him free.
 * Thranduil: And I did. I freed his wretched head from his miserable shoulders.
 * Legolas: There was more the orc could tell us.
 * Thranduil: There was no more he could tell me.


 * Gandalf: Dol Guldur. The Hill of Sorcery.
 * Radagast: It looks completely abandoned.
 * Gandalf: As it is meant to. A spell of concealment lies over this place, which means our Enemy has not regained his full strength. Radagast, I need you to carry a message to the lady Galadriel. Tell her we must force his hand.
 * Radagast: What do you mean?
 * Gandalf: I'm going in alone. On no account come after me. Do I have your word?
 * Radagast: Yes, yes, yes. [about to leave, he turns around to call out for Gandalf] Wait, Gandalf, what if it's a trap?
 * Gandalf: Turn around, and do not come back. [Radagast leaves] It's undoubtedly a trap. [draws his sword and enters Dol Goldur, alone; in Quenya] The evil that is hidden here...I command it to come forth! I command it reveal itself! :[slams his staff into the ground and sends a light out]
 * [Further into Dol Guldur, the Orcs hear Gandal's incantation]
 * Azog: The Wizard has come.
 * Orc Lieutenant: He is lifting the spell...he will find us!
 * Azog: [grinning] Yes...he will.
 * [...]
 * [As Gandalf casts his spell again, it reveals Azog, who with a roar smashes Gandalf to the floor with his mace. Gandalf lies stunned as Azog cackles cruelly]
 * Azog: [mocking] You have come too late, Wizard! It is done! [moves to deal the deathblow, but at the last, Gandalf uses a spell to keep the Orcs at bay]
 * Gandalf: Where is your master?! [Azog roars in frustration, but his spell stops him attacking] WHERE IS HE?!
 * Azog: He is everywhere...we are legion!


 * Legolas: It is not our fight.
 * Tauriel: It is our fight. It will not end here. With every victory, this evil will grow. If your father has his way, we will do nothing. We will hide within our walls, live our lives away from the light and let darkness descend. Are we not part of this world? Tell me, Mellon, when did we allow evil to become stronger than us?


 * [After Bard frees the dwarves and Bilbo from the barrels, they head toward Bard's home]
 * Bilbo: What is this place?
 * Thorin: This, Master Baggins, is the world of Men.


 * Sigrid: Da, why are there dwarfs coming out of our toilet?
 * Tilda: Will they bring us luck?

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 * Alfrid: [to Thorin] Why should we take you at your word, eh? We don't know nothing about you. Who here can vouch for your character?
 * Bilbo: [raises his hand] Me. I'll vouch for him. Now, I have travelled far with these dwarves through great danger, and if Thorin Oakenshield gives his word, then he will keep it.

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 * Bard the Bowman: [about Thorin and the Mountain] All of you! Listen to me! You must listen! Have you forgotten what happened to Dale? Have you forgotten those who have died in the firestorm? And for what purpose? The blind ambition of a Mountain King, so driven by greed, he could not see beyond his own desire!
 * Master of Lake-Town: Now, now! We must not, any of us, be too quick to lay blame. Let us not forget that it was Girion, Lord of Dale, your ancestor, who failed to kill the beast!
 * Alfrid: It's true, Sire. We all know the story. Arrow after arrow, he shot. Each one missing its mark.

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 * Bard the Bowman: You have no right, no right to enter that mountain!
 * Thorin: I have the only right.

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 * [The dwarves and Bilbo climbing the Lonely Mountain, and arriving at Dale. A thrush flies by them]
 * Bilbo: So quiet.
 * Balin: Wasn't always like this. Once, these slopes were lined with woodlands. The trees were filled with birdsong.

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 * Gloin: Here in lies the seventh kingdom of Durin's folk. May the heart of the mountain unite all dwarves in defense of this home.
 * Balin: The throne of the king.
 * Bilbo: [observes the carving that held the Arkenstone] What's that above there?
 * Balin: The Arkenstone.
 * Bilbo: The Arkenstone. And what's it?
 * Thorin: That, Master Burglar, is why you are here.

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 * Bilbo: [he and Balin walk further through the mountain] You want me to find a jewel?
 * Balin: A large white jewel, yes.
 * Bilbo: That's, that's it? Only I imagine there's quite a few down there.
 * Balin: There is only one Arkenstone. And you'll know it when you see it.
 * Bilbo: Right.
 * Balin: [walks ahead then stops] In truth, lad, I do not know what you will find down there. You needn't go if you don't want to. There's no dishonor in turning back...
 * Bilbo: No...no, Balin, I promised that I would do this, and I think that I must try.
 * Balin: [chuckles] It never ceases to amaze me.
 * Bilbo: What's that?
 * Balin: The courage of hobbits. Go now, with as much luck as you can muster. [Bilbo nods, smiling and starts to make his way down the stairs] Oh, and, Bilbo.
 * Bilbo: Hmm?
 * Balin: If there is in fact a um...a live dragon down there...don't waken it.
 * [Bilbo nods, turns to make his way down again, but stops. He goes to ask Balin something but sees that Balin has walked off, leaving him alone. Bilbo continues down the stairs]

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 * [Bilbo is in the treasure room. After he picks up a cup from a pile of treasure, he slides off and sees Smaug, asleep. Bilbo tries to sneak past the sleeping dragon, but he awakens. Bilbo slips on the Ring and disappears. Smaug rises out of the gold, sniffs, and looks around, growling]
 * Smaug: Well...thief. [sniffs] I smell you. I hear your breath. I feel your air. Where are you? Where are you? [Bilbo runs through the gold, Smaug senses him and chases after him. Bilbo hides behind a pillar] Come now. Don't be shy. Step into the light. [Smaug walks around the pillar toward where Bilbo is hiding] There is something about you. Something you carry, something made of gold...but far...more...PRECIOUS... [Bilbo is assaulted by Sauron's eye and pulls off the Ring] There you are, Thief in the Shadows.
 * Bilbo: I did not come to steal from you, O Smaug the Unassessably Wealthy. I merely wanted to gaze upon your magnificence. To see if you really were as great as the old tales say. [nervous] I did not believe them.
 * Smaug: [draws himself up from the hoard and into full view] And do you NOW?!
 * Bilbo: Truly, the tales and songs fall utterly short of your enormity, O Smaug, the Stupendous.
 * Smaug: Do you think flattery will keep you alive?
 * Bilbo: N...No.
 * Smaug: No indeed. You seem familiar with my name, but I don't remember smelling your kind before. Who are you and where do you come from, may I ask?
 * Bilbo: [sees the Arkenstone; tries to distract Smaug] I...I come from under the hill.
 * Smaug: "Underhill"?
 * Bilbo: [nods nervously] And under hills and over hills my path has led...and through the air! I am he who walks unseen.
 * Smaug: [drawing close] Impressive. What else do you claim to be?
 * Bilbo: I-I am...Luck-wearer. Riddle-maker.
 * Smaug: Lovely titles. Go on.
 * Bilbo: Barrel-rider.
 * Smaug: "Barrels"? Now that is interesting! And what about your little dwarf friends? Where are they hiding?
 * Bilbo: [feigning confusion] D...Dwarves? No. No, no dwarves here, you've got that all wrong-
 * Smaug: Oh, I don't think so, Barrel-rider! They sent you in here to do their dirty work, while they skulk about outside!
 * Bilbo: Truly you are mistaken, O Smaug, Chiefest and Greatest of Calamities.
 * Smaug: You have nice manners, for a thief and a LIAR! I know the smell and taste of dwarf, no one better! It is the gold! They are drawn to treasure like flies to dead flesh! [Bilbo tries to grab the Arkenstone, but Smaug knocks it away and begins chasing Bilbo] Did you think I did not know this day would come?! That a pack of canting dwarves would come crawling back to the mountain?!
 * [As Smaug knocks over pillars, the dwarves outside hear the noise]
 * Dori: Was that an earthquake?
 * Balin: That, my lad...was a dragon.

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 * Ori: [sees a red glow from the cave] What about Bilbo?
 * Thorin: Give him more time.
 * Balin: Time to do what? To be killed?!
 * Thorin: You are afraid?
 * Balin: Yes! I'm afraid. I fear for you. A sickness lies upon that treasure horde, a sickness which drove your grandfather mad.
 * Thorin: I am not my grandfather.
 * Balin: You're not yourself! The Thorin I know would not hesitate–
 * Thorin: I will not risk this quest for the life of one burglar.
 * Balin: Bilbo. His name is Bilbo.

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 * Smaug: It's Oakenshield! That filthy dwarfish usurper! He sent you in here for the Arkenstone, didn't he?!
 * Bilbo: No! No, no, I don't know what you're talking about!
 * Smaug: Don't bother denying it! I guessed his foul purpose sometime ago. But it matters not. Oakenshield's quest will fail. The darkness is coming. It will spread to every corner of the land.
 * [In Dol Goldur, Gandalf is in a hanging cage. He looks down to see an army of Orcs leaving; in Lake-town, Bolg and his pack of Orcs sneak in]

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 * Smaug: You are being used, Thief in the Shadows. You were only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it...worth...NOTHING!
 * Bilbo: No...no, you're lying!
 * Smaug: What did he promise you, a share of the treasure, as if it was his to give? I will not part with a single coin! Not one PIECE of it! My teeth are swords! My claws are spears! MY WINGS...ARE A HURRICANE!
 * [Bilbo looks up and sees one of Smaug's scales missing]
 * Bilbo: [whispers] So it is true. The Black Arrow found its mark.
 * Smaug: [hears him] What did you say?!
 * Bilbo: [stammers] I-I was just saying, your reputation precedes you, O Smaug the Tyrannical. Truly, you have no equal on this earth. [looks down to see the Arkenstone lying near his feet]
 * Smaug: I am almost tempted to let you take it, if only to see Oakenshield suffer. Watch it destroy him. Watch it corrupt his heart and drive him mad. But I think not. I think our little game ends here. So tell me, thief...how do you choose to die?
 * [Smaug prepares to breathe fire, but Bilbo puts the Ring on his finger and slips away, invisible, as Smaug breathes fire]

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 * Oin: [to Fili as Tauriel takes care of Kili's wound] I've heard tale of the wonders of Elvish medicine. That was a privilege to witness.
 * Kili: Tauriel...
 * Tauriel: Lie still.
 * Kili: You cannot be her. She is far away. She...She is far, far away from me. She walks in starlight in another world. It was just a dream. [holds her hand] Do you think she could have loved me?

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 * [Last lines]
 * Smaug: You think you can deceive me, Barrel-rider?! You have come from Lake-Town! This is some sordid scheme hatched between these filthy Dwarves and those miserable tub-trading Lake-Men. Those sniveling cowards with their Longbows and Black Arrows! Perhaps it is time I paid them a visit! [turns to face the main gate and starts to walk towards it]
 * Bilbo: Oh no...This isn't their fault! WAIT! You cannot go to Lake-Town!
 * Smaug: You care about them, do you? Good. Then you can watch them DIE! [turns around and trots toward the main gate with an angry growl, but stops when he hears Thorin shouting]
 * Thorin: HERE, YOU WITLESS WORM!
 * Smaug: [snarling; his eyes narrow angrily] You...!
 * Thorin: I am taking back what you stole!
 * Smaug: [with a growl, walks straight toward the dwarven prince] You will take nothing from me, Dwarf. I laid low your warriors of old. I instill terror in the hearts of men. I am King under the Mountain!
 * Thorin: This is not your kingdom. These are Dwarf lands. This is Dwarf gold! and we will have our revenge!
 * [Thorin makes a battle cry and the dwarves unleash a gold statue which melts and engulfs Smaug. Unfortunately, this does nothing except make Smaug angrier than ever as the dragon rises from the pool of gold, roaring in absolute rage.]
 * Smaug: AH! REVENGE?! REVENGE?! I WILL SHOW YOU REVENGE!!
 * [Smaug breaks out of Erebor and leaves to terrorize Laketown, where the citizens start to panic after hearing the commotion from the mountain.]
 * Bard: Listen to me! You don't know. What is coming?!
 * Smaug: I AM FIRE! I AM... DEATH!
 * Bilbo: [watches in horror; to himself] What have we done?
 * [Cut to black. The film ends in a cliffhanger, and the credits begin]

Taglines

 * Beyond darkness... beyond desolation... lies the greatest danger of all.

Cast

 * Ian McKellen as Gandalf
 * Martin Freeman as Bilbo Baggins
 * Richard Armitage as Thorin Oakenshield
 * Benedict Cumberbatch as Smaug/Necromancer
 * Evangeline Lilly as Tauriel
 * Lee Pace as Thranduil
 * Luke Evans as Bard the Bowman
 * Stephen Fry as Master of Lake-town
 * James Nesbitt as Bofur
 * Ken Stott as Balin
 * Antony Sher as Thrain
 * Orlando Bloom as Legolas Greenleaf
 * Mikael Persbrandt as Beorn
 * Sylvester McCoy as Radagast
 * Aidan Turner as Kili
 * Dean O'Gorman as Fili
 * Graham McTavish as Dwalin
 * Adam Brown as Ori
 * Peter Hambleton as Gloin
 * John Callen as Oin
 * Mark Hadlow as Dori
 * Jed Brophy as Nori
 * William Kircher as Bifur
 * Stephen Hunter as Bombur
 * Ryan Gage as Alfrid Lickspittle
 * John Bell as Bain
 * Peggy Nesbitt as Sigrid
 * Mary Nesbbit as Tilda
 * Manu Bennett as Azog
 * Lawrence Makaore as Bolg
 * Ben Mitchell as Narzug
 * Cate Blanchett as Galadriel
 * Craig Hall as Galion
 * Robin Kerr as Elros
 * Eli Kent as Lethuin
 * Simon London as Feren

Taglines

 * Beyond darkness... beyond desolation... lies the greatest danger of all.