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Combined Hobbit Screenplay

Chapter Text

[1977:]
INT. ARCHIVES;–– EVENING.
The first image is that of an open book, with a candle beside, to cast a dim light. As GANDALF'S VOICE narrates, a mist overcomes this image, and when it clears, we find our view travelling over mountains and into a flowery green meadow, and ultimately to Bag End: a house with a round green door and round windows, built into the side of a hill. The lighting changes from dim to bright.

GANDALF'S VOICE
(narrating)
In a hole in the ground, there lived a hobbit. Many ages ago, when this ancient planet was not quite so ancient; before Man recorded his history, it was the time of Middle-Earth, when Man shared his days with Elves, Dwarves, Wizards, Goblins, Dragons, and;–– Hobbits. In the lands of Middle-Earth, in an area known as the Shire, was a village named Hobbiton, and there, in a hole in the ground, there lived a Hobbit. Not a nasty, dirty, wet hole; nor yet a dry, bare, sandy hole; it was a Hobbit-Hole, and that means;–– comfort.

INT. BAG END;–– DAY.
We confirm the narration: the interior of the house is well-furnished and very clean, with panelled walls and ornate framework. BILBO BAGGINS, our protagonist, is shown indoors, selecting a pipe and tobacco; he is a stout, comfortable-looking person with a broad smile. Once he has his pipe and tobacco, he steps outside, and blows smoke-rings over the horizon. CUT TO

2000s.
EXT. ON THE HILL;–– DAY.
Bilbo’s smoke-ring becomes a smoke moth, as GANDALF enters stage right: a tall man in a grey robe, with a faded-blue, conical, wide-brimmed hat on his head and a long staff in his hand. He has a long grey beard and sharp eyes, and a prominent nose. The moth flies into Bilbo’s face, and he looks up in surprise.

BILBO
(to Gandalf)
“Good morning.”

GANDALF
"What do you mean? Do you mean to wish me a good morning? or do you mean it is a good morning, whether I want it or not? Or, perhaps you mean to say you feel good on this particular morning? Or are you simply stating this is a morning to be good on?"

BILBO
“All of them at once, I suppose.”

[Gandalf looks disapproving]
[Bilbo:]
“Can I help you?”

[Gandalf:]
“That remains to be seen. I’m looking for someone to share in an adventure.”

[Bilbo:]
“An adventure? Now, I don’t imagine anyone west of Bree would have much interest in adventures. Nasty, disturbing, uncomfortable things. Make you late for dinner, hm-mm”.
[Bilbo gets up and checks his mailbox, grabbing some mail and sorting through it, clucking to himself. Puffing his pipe in vexation, he turns to his own door.]
BILBO
(in a dismissal):
“Good morning.”

GANDALF
“To think I should have lived to be good-morninged by Belladonna Took’s son, as if I were selling buttons at the door!”

BILBO
“Beg your pardon?”

GANDALF
“You’ve changed, and not entirely for the better, Bilbo Baggins.”

BILBO
“I’m sorry; do I know you?”

GANDALF
“Well, you know my name, although you don’t remember I belong to it. I’m Gandalf! And Gandalf means ... me.”

BILBO
“Gandalf? Not Gandalf, the wandering Wizard, who made such excellent fireworks! Old Took used to have them on Midsummer’s Eve. Ha, ha! Well. Hmm, I had no idea you were still in business.”

GANDALF
“And where else should I be?”

BILBO
“Ha, ha! Hm, hmm...”
[Puffs his pipe]

GANDALF
“Well, I’m pleased to find you remember something about me, even if it’s only my fireworks. Well that’s decided. It will be very good for you, and most amusing for me. I shall inform the others.”

BILBO
“Inform the who? What? No. No. No! Wait. We do not want any adventures here, thank you. Not today. I suggest you try over the Hill or across the Water. Good morning.”
Bilbo retreats into Bag End. Once inside, he bolts the door and leans against it. Hearing a GRINDING NOISE, he puts his ear to the door. The noise is of Gandalf drawing a symbol on Bilbo’s door with the ferrule of his staff. Bilbo looks out his side window, only to find Gandalf’s eye looking back at him. He jumps back in fright and hides behind a wall; he looks out another window and sees Gandalf hurrying away.
INT. BAG END;–– EVENING.
The interior is dimly lit, except around Bilbo. Bilbo settles at the table, tucks a napkin in his collar, and begins sprinkling salt on his fish. Unbeknownst to him, the symbol on the door glows, and the shadow of a person appears on the door. THE DOORBELL RINGS, and Bilbo, squeezing lemon juice on his fish, looks up in surprise. He opens the door. CUT TO

[1977:]
Bilbo finds THORIN OAKENSHIELD on his doorstep, with the other DWARVES (and Gandalf) behind him.
THORIN
Thorin & Company at your service (indicates each in turn; they raise their hands, as called upon): DWALIN, BALIN, KILI, FILI; DORI, NORI, and ORI; OIN, sir, and GLOIN, sir; call him BIFUR and him BOFUR.

BOMBUR
(interrupting)
And I, BOMBUR, at your service.

ALL DWARVES
We are all, at your service!

INT. BAG END–– EVENING.
The dwarves are seated around Bilbo's table, eating and drinking and singing.
ALL DWARVES
Chip the glasses and crack the plates;
That's what Bilbo Baggins hates!
That's what Bilbo Baggins hates,
So carefully, carefully, with the plates!
Blunt the knives and bend the forks!
Smash the bottles and burn the corks!
[2000s:]
Cut the cloth and tread on the fat!
Pour the milk on the pantry floor!
Leave the bones on the bedroom mat!
Splash the wine on every door!
Dump the crocks in a boiling bowl;
Pound them up with a thumping pole;
When you’ve finished, if any are whole,
Send them down the hall to roll!
That's what Bilbo Baggins hates,
So carefully, carefully, with the plates!
Bilbo waxes indignant, only to find all the dishes clean, and stacked neatly.

[1977:]
BILBO
(to Gandalf)
What do these dwarves want in Hobbiton?

GANDALF
They have come for tea; and for supper; and for you;–– Burglar Baggins.

A little later:
The dwarves are playing instruments, and singing.

ALL DWARVES
Far over the the Misty Mountains cold,
To dungeons deep and caverns old,
We must away, ere break of day,
To claim our long-forgotten gold.

GANDALF
There's a magic in that music.

BILBO
And it moves through me.

GANDALF
You feel the love of beautiful things?

BILBO
To go and see the great mountains, and hear the pine trees and waterfalls…

GANDALF
To wear a sword instead of a walking-stick.

BILBO
Just once.

The music falls silent, and THORIN stands and RAPS ON THE TABLE.

THORIN
Gandalf, dwarves, and Burglar Baggins...

BILBO
What is this "burglar" business?

GANDALF
If you prefer, you can say: "expert treasure-hunter".

BILBO
Well, yes; I do prefer that.

THORIN
We are met tonight, in the house of our friend, this most excellent hobbit. May the hair on his toes, never fall out.

ALL DWARVES
(raising their cups)
Hear, hear!

THORIN
We shall soon start on our long journey. Our object is, I take it, well-known to us? All of us?

BILBO
It is not well-known to me.

THORIN
Really? Then we must inform our burglar. We seek a treasure: that which is rightfully ours. Far off in the East, beyond the Misty Mountains and the dark Forest of Mirkwood, there you will find: Lonely Mountain.

Thorin's shadow on the wall becomes the Mountain in silhouette; then we see it clearly. As he speaks on, we move into the Mountain's interior, and see dwarves of all sizes and ages merrily speaking, buying, and selling in a great agora surrounding a fountain.

THORIN'S VOICE
Long ago, this was the home of my people, and was ruled by my grandfather: King Under the Mountain.

ALL DWARVES
(singing)
The dwarves of yore made mighty spells,
While hammers fell like ringing bells,
In places deep, where dark things sleep,
In hollow halls beneath the fells.

Images of dwarves mining, forging, and carving.

ALL DWARVES
(singing)
Goblets they carved there for themselves;
And harps of gold, where no man delves;
There lay they long, and many a song
Was sung unheard by man or elves.

Images of dwarves presenting their works to an enthroned figure; and then, close-up of a bejewelled sword.

ALL DWARVES
(singing)
For ancient king and elvish lord,
There many a gleaming golden hoard
They shaped and wrought, and light they caught
To hide in gems on hilt of sword.

Images of jewelled necklaces, crowns, diadems, et al.; finally engulphed in a whorl of fire.
ALL DWARVES
(singing)
On silver necklaces they strung
The flowering stars; on crowns they hung
The dragon-fire; in twisted wire
They meshed the light of moon and sun.

EXT. THE FOOT OF THE MOUNTAIN–– DAY.
Young Thorin and Young Balin ride a donkey-cart across a stream, from stage right; then draw it to a halt.
THORIN'S VOICE
Undoubtedly, all this wealth was what brought the dragon.

A gust overtakes the trees on all sides; Smaug descends and sets them ablaze; the dwarves flee.

ALL DWARVES
(singing)
The pines were roaring on the height;
The winds were moaning in the night;
The fire was red; it flaming spread;
The trees like torches blazed with light.

Thorin:
And below us, in the valley, lay Dale: a town of mortal men.

Image of the town, embraced by two 'arms' of the mountain.

 

ALL DWARVES
(singing)
The bells were ringing in the Dale;
And men looked up with faces pale.
The dragon's ire, more fierce than fire,
Laid low their towers and houses frail.
Image of the town afire.
ALL DWARVES
(singing)
The mountain smoked beneath the moon;
The dwarves, they heard the tramp of doom.
They fled their hall, to dying fall,
Beneath his feet, beneath the moon.

Image of the gigantic Front Gate of the mountain; some dwarven warriors emerge, and are slain by Smaug's fires. This image gives way to one of Thorin's company, burnt and bedraggled, leaning on their weapons, en route down the mountainside.

ALL DWARVES
(singing)
Far over the misty mountains grim, To dungeons deep, and caverns dim, We must away, ere break of day,
To win our harps and gold from him!

The mountain's silhouette resolves again into Thorin's shadow; and we turn thence, to Thorin himself.

Thorin:
Curses to the dragon! Curses to Smaug! He killed our men and stole our gold!

All Dwarves
(raising their cups):
Curses to the dragon Smaug!

Bilbo:
Is this the adventure you've planned for me? To help you recapture the gold?

Gandalf:
None other.

Bilbo shrinks; Gandalf comforts him.

GANDALF
(to Thorin)
There are 13 of you; very unlucky. Mr. Baggins will make it 14.

Bilbo shrinks into his chair.

THORIN
(sarcastic)
A splendid “lucky number” you've found for us!

[2000s:]
GANDALF
Hobbits are remarkably light on their feet. In fact, they can pass unseen by most, if they choose. And while the dragon is accustomed to the smell of dwarf, the scent of hobbit is all but unknown to him, which gives us a distinct advantage. You asked me to find the fourteenth member of this company, and I have chosen Mr. Baggins. There’s a lot more to him than appearances suggest, and he’s got a great deal more to offer than any of you know, including himself. You must trust me on this.
[1977:]
GANDALF
No arguments: let us have the contract.

Thorin gives him a scroll, which Gandalf unfolds, and Bilbo reads aloud.
BILBO
"To Burglar Baggins:
Terms for your professional services.
One fourteenth of total profits.
Traveling expenses guaranteed.
Funeral expenses, if necessary;
Sincerely, Thorin and Company". "Funeral expenses"?

THORIN
Do you find the terms acceptable?

GANDALF
Of course he does!

BILBO
But, but, but I;––

GANDALF
(rising)
And so, it is decided: tomorrow begins your greatest adventure.

The dwarves CHEER.
[2000s:]
[Gandalf:]
“Bilbo, my dear fellow, let us have a little more light.”

Bilbo brings a candle to the table, where Gandalf has spread a map.

[1977:]
GANDALF
(to Thorin) It is time for you to have this.

THORIN
And? what may that be?

GANDALF
This is a map of Lonely Mountain, presented to me one hundred years ago by your father.

THORIN
What?! Why did it not come to me, the rightful heir?

GANDALF
I've chosen my own time to hand it over.

BILBO
Oh, I do love maps. I have quite a collection.

THORIN
Bah! I remember the mountain well enough without this!

GANDALF
Indeed? And how do you intend to enter Smaug's chambers? Through the Main Gate, as a house-guest? You'd be ashes before you took your seventh step.

BILBO
Oh, see: look! This hand points to… Bless my soul! A secret entrance!
A hidden passage to the lower halls!

GANDALF
Excellent, Burglar!

BILBO
I'm really quite good with maps.

THORIN
Let me see. Yes: quite correct.

BILBO
But, has it remained secret, all these years?

GANDALF
It's too small for Smaug to use; and it's covered by a door made to look exactly like the side of the mountain. Here is the key. Keep it safe.

THORIN
Eh? Of course I will!

BILBO
But if the secret door is hidden, how do we find it? The map doesn't tell.

GANDALF
It does, and it doesn't. You will understand;–– in time.

[2000s:]
A little later: Bilbo is sitting on his chair, holding a mug, opposite Gandalf, who occupies another chair.
[Bilbo:]
“I’ll be all right; let me just sit quietly for a moment.”

[Gandalf:]
“You’ve been sitting quietly for far too long. Tell me; when did doilies and your mother’s dishes become so important to you? I remember a young Hobbit who always was running off in search of elves in the woods, who’d stay out late, come home after dark, trailing mud and twigs and fireflies. A young Hobbit who would have liked nothing better than to find out what was beyond the borders of the Shire. The world is not in your books and maps; it’s out there.”

[Bilbo:]
“I can’t just go running off into the blue. I am a Baggins, of Bag End.”

[Gandalf:]
“You are also a Took. Did you know your great-great-great-uncle, Bullroarer Took, was so large, he could ride a real horse?”

[The camera focuses on a portrait of Bullroarer Took on Bilbo’s wall; then returns to Bilbo and Gandalf.]
[Bilbo:]
“Yes.”

[Gandalf:]
“Well, he could. In the Battle of Greenfields, he charged the goblin ranks. He swung his club so hard it knocked the Goblin King’s head clean off, and it sailed a hundred yards through the air and went down a rabbit-hole. And thus the battle was won, and the game of golf invented at the same time.”

[Bilbo:]
“I do believe you made that up.”

[Gandalf:]
“Well, all good stories deserve embellishment. You’ll have a tale or two to tell of your own when you come back.”

[Bilbo:]
“Can you promise I will come back?”

[Gandalf:]
“No. And if you do, you will not be the same.”
[1977:]
Montage & opening credits (of 1977); over all, is heard the voice of the MINSTREL OF GONDOR, singing.
MINSTREL'S VOICE
The Greatest Adventure, is what lies ahead!
To-day and to-morrow, are yet to be said!
The chances, the changes, are all yours to make;
The mould of your life, is in your hands to break!

Bilbo goes outside, to gaze at the full moon.

MINSTREL'S VOICE
The Greatest Adventure, is there if you hold!
The glow of the moon, is what makes you bold!
The measure, the meaning, can make you delay;
It's time you stopped thinking, and wasting the day!

Bilbo, more cheerfully, goes back to bed, where he dreams of two dwarves serving him drinks.
MINSTREL'S VOICE
(in crescendo)
A man who's a dreamer, and never takes lead;
Who lives in a world, that is just make-believe,
Will never know passion; will never know pain;
Who sits by the window, will one day see rain!

Sunlight in his eyes wakes Bilbo, who rises, dresses, and goes to his own door, to find Gandalf on a horse and the dwarves on ponies, waiting for him. Gandalf helps him onto a pony, and they depart.
MINSTREL'S VOICE
(normal)
The Greatest Adventure, is what lies ahead!
To-day and to-morrow, are yet to be said!
The chances, the changes, are all yours to make;
The mould of your life, is in your hands to break!
The Greatest Adventure, is what;–– lies ahead!

Chapter Text

EXT. LONE-LANDS;–– DAY.
Mr. Baggins is trudging along behind the dwarves and their ponies; nearest to Bombur.

BILBO
No hat, no stick, no pipe; not even a pocket-handkerchief. How can one survive?

Further along: the dwarves and hobbit are ascending a slight rise, when Gandalf appears atop it.
BILBO
How did Gandalf get ahead of us, Bombur?

BOMBUR
He comes and goes at will! He is a wizard, you know.

Lightning and thunder above Gandalf.

Further along: heavy rain. Bilbo tries to cover his head with the hood of his cloak.

BILBO
Oh, bother burgling and everything to do with it!

Gandalf appears before him.
GANDALF
Always remember, Bilbo: when your heart wants warming, think of pleasant things.

BILBO
(to himself)
Eggs and bacon; a good full pipe; my garden at twilight; cakes.

[2000s:]
The Company rides their ponies through a muddy forest as it rains. They all look cold, wet, and miserable.
[Dori:]
Here, Mr. Gandalf, can’t you do something about this deluge?

[Gandalf:]
“It is raining, Master Dwarf, and it will continue to rain until the rain is done. If you wish to change the weather of the world, you should find yourself another wizard.”

[Bilbo:]
(curious)
“Are there many?”

[Gandalf:]
“What?”

[Bilbo:]
“Other wizards?”

Gandalf:
(warming to the subject)
“There are five of us. The greatest of our order is SARUMAN THE WHITE. Then there are the two BLUE WIZARDS; you know, I’ve quite forgotten their names.”

[Bilbo:]
“And who is the fifth?”

[Gandalf:]
“Well, that would be RADAGAST THE BROWN.”

[Bilbo:]
“Is he a great wizard or is he more like you?”

[Gandalf:]
(slightly offended)
“I think he’s a very great wizard, in his own way. He’s a gentle soul who prefers the company of animals to others. He keeps a watchful eye over the vast forest lands to the East, and a good thing too, for always Evil will look to find a foothold in this world.”

EXT. RHOSGOBEL WOODS;–– DAY.
[Radagast runs through a forest: he is smaller than Gandalf, but resembles him facially. He is dressed in a shapeless chestnut robe, and wears a lopsided hat and carries a staff taller than himself. Stains and streaks of unidentifiable origin mottle his clothes and beard. He examines a dying plant.]
[Radagast:]
“Not good; not good at all.”
[We see dead animals lying around. Radagast plucks a mushroom and puts it in his bag. He feels and tastes the sap of a tree which appears to be infected; he grows more worried. He whistles, and a bird appears. Radagast lifts his hat, and the bird and its mate land in their nest, on Radagast’s head. Radagast takes up a wounded hedgehog lying on the floor.]
[Radagast:]
“Oh no! Sebastian! Good gracious.”
Radagast brings Sebastian to his house. There, he attempts to cure the hedgehog with various medicines and incantations, to no avail. Other small animals surround it.
[Radagast:]
“Move back! Give him some air, for goodness' sake!”
[Radagast continues his treatments, to no avail. The hedgehog writhes in pain.]
[Radagast:]
“I don’t understand why it’s not working; it’s not as if it’s witchcraft...”
[A changed look comes over his face, and he speaks in a deeper voice than before.]
[Radagast:]
“Witchcraft. But it is. A dark and powerful magic.”
Hearing a noise, Radagast looks up and sees several GIANT SPIDERS crawling up the side of his house. Radagast braces his door shut with a bench. Sebastian croaks, gasps, and falls senseless. Radagast prepares to grieve; but the house starts creaking with the sound of the spiders crawling over the roof. Radagast runs to his staff and pulls out the blue stone embedded at the head; cradles Sebastian, and whispers a spell, while holding the stone to the hedgehog’s muzzle.

[Radagast:]
“Lerya laman naiquentallo”
[not translated onscreen: Free the animal from the curse].
“Sí a hlare ómaquettar”
[not translated onscreen: Now hear words of my voice]
“Na coilerya envinyanta”
[not translated onscreen: Be its life renewed].
Sí a hlare ómaquettar.
Na coilerya envinyanta.”
The spiders try to break through the roof. Radagast goes into a trance, and his spell grows more powerful. A black, inky shadow is extracted from the hedgehog, into the stone. The hedgehog gasps and wakes; the spiders crawl off the house. Running outside, Radagast sees webs all around his house, and the giant spiders crawling off into the forest.
[Radagast:]
“Where on this good earth did those foul creatures come from?”
[His bird flies to him, and he converses with it.]
[Radagast:]
“The old fortress? Show me.”
Radagast rides through the forest on a sleigh pulled by several large rabbits. As he proceeds, the forest becomes dark and gloomy, covered in cobwebs. An old, ruined fortress is seen in the distance. CUT TO
[1977:]
EXT. LONE-LANDS;–– EVENING.
Heavy rain: Thorin and Co., with Thorin at the head, are soaking wet.

THORIN
We'll camp here. Perhaps we can find a dry patch to sleep on.

 

EXT. LONE-LANDS;–– NIGHT.
The company are gathered under a tree; the rain has let up slightly. Oin and Gloin strike stones, trying to light a fire. Balin, off-screen, makes the HOOTING CRY OF AN OWL.
THORIN
Our lookout has spied something.
He and the others hasten to Balin's side.

BALIN
Look: trolls!

Sure enough: in the distance can be seen three TROLLS: TOM, BERT, AND WILLIAM, seated around a fire, eating mutton and drinking ale.

THORIN
Miserable, no-good, robbing trolls!

BILBO
Where the deuce is Gandalf?

BALIN
Left us again! Just when a wizard would have been most useful!

THORIN
No matter. We have an expert burglar with us.

BILBO
What have trolls to do with burgling?!

THORIN
We could use some of that meat they're cooking.

BILBO
Oh, I say!

THORIN
(impatient; shoves Bilbo forward)
Burglar, do your burgling!

We see the trolls again, as before, but closer.

BERT
Blast! Nothing but mutton to eat!

TOM
How I long for a bit of man-flesh!

BILBO
(to himself)
Bacon and eggs. My fireplace. Hot chestnuts.

(Creeps up to William, who notices him.)

WILLIAM
(picks up Bilbo)
What the blazes?!

 

BILBO
Help! Let me down! Stop that!

WILLIAM
What have we got here?

BERT:
Let's cook him, and find out!
[Gives a COARSE LAUGH].

WILLIAM:
Bleh. He wouldn't make a mouthful.

TOM:
But maybe there's more where he came from.

[2000s:]
Kili runs out of the bushes, sword drawn, and strikes William in the leg.

[Kili:]
“Drop him!”

[Tom:]
“You what?”

[Kili:]
“I said, Drop him.”
Tom throws Bilbo at Kili, and the two smaller men fall down in a tangle of limbs. The other dwarves charge out of the bushes, with weapons drawn, and fight the trolls. Balin goes down at once; Bifur and Bofur resist longer; Thorin seizes a burning branch from the fire, and strikes Bert in the eye and Tom in the mouth with it. The rest form a melée. As the dwarves fight, Bilbo grabs William’s knife and cuts the ropes, freeing the ponies. FADE OUT.
FADE IN
Dwalin, Bifur, Bofur, Dori, Ori, and Nori are tied to a spit, over a fire; Thorin, Fili, Kili, Gloin, Bombur, Balin, and Oin, are tied up in sacks nearby. The trolls argue.
[William:]
“Don’t bother cooking them. Let’s just sit on them and squash them into jelly.”

[Bert:]
“They should be sautéed and grilled with a sprinkle of sage.”

[Dori:]
“Is this really necessary?”

[William:]
“Ooh, that does sound quite nice.”

[Oin:]
“Untie us, you monsters!”

[Gloin:]
“Take on someone your own size!”

[Tom:]
“Never mind the seasonin’; we ain’t got all night! Dawn ain’t far away, so let’s get a move on. I don’t fancy being turned to stone.
[1977:]
TOM
Let's roast ‘em.

Bert:
'Nah: boil 'em, says I’.

William:
'Each to his own, boys. There's plenty for all. I likes mine raw’.

The trolls laugh coarsely and draw their knives. Gandalf enters stage left.

Gandalf:
'Dawn take you all, and be stone to you!'.
[2000s:]
Gandalf stands atop an outcrop. He strikes the rock with his staff, and the rock breaks in half, allowing sunlight into the clearing. When the sunlight touches the trolls, they turn to stone with LOUD SCREAMS and HOWLS OF PAIN. Within seconds, there are three stone statues of trolls in the clearing. All the dwarves CHEER.
[1977:]
Gandalf:
'Excellent!'.

We see the pile of bagged Dwarves, and hear muffled complaints; Gandalf approaches from stage right.
Gandalf:
'One moment. One moment!'.
Draws a knife and opens the sacks. Thorin extricates himself.
Thorin:
'Where's that bumbling burglar? –Lucky number indeed!'.

Bilbo's voice:
'Over here!'.

We see him beside the entrance to a cave.

Bilbo:
'Come see what I've found!’.

INT. TROLLS' CAVE–– DAY.
Gandalf at center-left; dwarves and hobbit surround him. All are looking around the cave.
Gandalf:
'Not bad, Bilbo, for your first attempt'.

Bilbo
(abashed):
'O it was nothing, actually’.

Thorin acquires two ornate broadswords from a stook of plunder.

Thorin:
'Ah; we'll keep these. Beautifully-fine blades, considering they were made by trolls!'.

Gandalf takes up the second, larger sword.

Gandalf:
'They don't seem like troll-blades to me; probably stolen. See these strange runes'.

Bilbo:
'Whatever are “runes”?'.

Thorin:
'Ancient writing. Mine has them, too.
(to Gandalf:)
Can you make them out?'.

Gandalf:
'I'm not familiar with these letters'.

Thorin:
'Well, whoever made them: we've got them, now! Cover up the treasure, men; we'll fetch it on our way!'.

The dwarves do so.
Bilbo
(feinting with a sword of his own):
'Take that, Smaug;–– you filthy worm!'.

Gandalf:
'I see you've also claimed a sword'.

Bilbo
(sheepish)
'Well, yes: just a dagger, actually; but for one of my size, it suffices'
(sheaths it proudly).

Gandalf smiles; the Minstrel's voice reprises: 'The greatest adventure, is what lies ahead'.

FADE OUT.

Chapter Text

EXT. THE VALLEY OF IMLADRIS;–– EVENING.
Gandalf, dwarves, & Mr. Baggins arrive at the top of a cliff, with the sunset behind them.
GANDALF
Behold, at last: Rivendell! The hidden valley of the elves, where Elrond dwells.

BILBO
Simply enchanting!

GANDALF
But we must be on.

BILBO
Pity! Elvish singing is not a thing to miss...in June, under the stars. But...

The Company descend a steep defile. The song of the ELVISH CHORUS swells above them.

ELVISH CHORUS
O what are you doing?
And where are you going?
Your ponies need shoeing!
The river is flowing!
O, tra-la-la-lally,
here down in the valley;
Ha ha!

O where are you going,
With beards all a-wagging?
No knowing, no knowing
What brings Mr. Baggins,
And Balin and Dwalin,
Down into the Valley, in June.

The Last Homely House, the residence of Elrond, becomes visible at the base of the vale.

 

INT. LAST HOMELY HOUSE;–– EVENING.
'Gandalf, dwarves, and Mr. Baggins' sit on both sides of a long table, in a well-furnished and brightly-lit hall. Night sky is visible through a window at the rear of the stage. At the head of the table, before these windows, is ELROND: a tall elf with a crystal coronet. Gandalf sits on stage right (Elrond's left hand); Thorin on stage left (Elrond's right hand).
GANDALF
My dear Elrond, your hospitality is magnificent: the food, the wine, the stories, the music…

THORIN
Yes, but we've much to accomplish. You promised to have a look at these troll-swords after our feast.

ELROND
Yes, yes, of course.
(examines the swords).
Well, first of all: they're not troll-make. They must have been stolen. They were made for the Goblin Wars. This sword, Thorin, the runes name Orcrist, the 'Goblin Cleaver'.

GANDALF
And mine?

ELROND
Glamdring: the 'Foe-Hammer'. Keep them well!
(hands them to Thorin and Gandalf).

THORIN
(taking it back)
I will keep this in honor!

ELROND
Now show me your map.

BILBO
I have it here.

He gives it to Elrond.
ELROND
Something strange. Let's see.

He rises, and goes to a window.
ELROND
Ah! Yes, indeed! There are moon-letters here! See?

BILBO
What are “moon-letters”?

ELROND
Runes, that can only be seen when the moon shines behind them. They give directions for finding the secret door.
[2000s:]

Elrond leads them outside, to the side of a cliff, with waterfalls all around. The moon is behind clouds. Elrond lays the map on a glass table.

ELROND
These runes were written on a Midsummer’s Eve by the light of a crescent moon nearly two hundred years ago. It would seem you were meant to come to Rivendell. Fate is with you, Thorin Oakenshield; the same moon shines upon us tonight.
As they look up, the clouds covering float away, and the moonlight illuminates the map. Runes become visible on the map, and Elrond translates them.
ELROND
“Stand by the gray stone when the thrush knocks, and the setting sun with the last light of Durin’s Day will shine upon the keyhole.”

[Bilbo:]
“Durin’s Day?”

[Gandalf:]
“It is the start of the dwarves’ New Year, when the last moon of autumn and the first sun of winter appear in the sky together.”

[Thorin:]
“This is ill news. Summer is passing. Durin’s Day will soon be upon us.”

[Balin:]
“We still have time.”

[Bilbo:]
“Time? For what?”

[Balin:]
“To find the entrance. We have to be standing at exactly the right spot, at exactly the right time. Then, and only then, can the door be opened.”

Chapter Text

EXT. MISTY MOUNTAINS;–– EVENING.
The dwarves and hobbit are crossing the Misty Mountains; the trail is narrow, with a cliff on one side and a sheer drop on the other. There is a fierce storm in the air, with lightning and rain all around; the ROAR and WHISTLE OF WIND is heard throughout the scene, and all the Company must shout, to make themselves audible.
[Thorin:]
“Hold on!”

[The stone beneath Bilbo gives away, and he falls; but Dwalin pulls him back.]

[Thorin:]
“We must find shelter!”

[Dwalin:]
“Watch out!”

[The Dwarves look up and see a boulder fall; it hits the mountainside, causing rocks to fall].
[Balin:]
“This is no thunderstorm; it’s a thunder-battle!
(changing the subject:)
Look!”

[A STONE GIANT rears up, and tears another boulder from the top of the mountain.]

[Bofur:]
“Well, bless me! The legends are true. Giants; stone giants!”

[Thorin:]
“This won’t do at all! If we don’t get blown off, or drowned, or struck by lightning, we shall be picked up by some giant and kicked sky-high for a foot-ball.
Take cover: you’ll fall!”

[Kili:]
“What’s happening?”
[Giant #1 throws the boulder; Giant #2 appears behind the Company, and is hit in the head. The dwarves yell at each other to hold on. The ground splits; part of the group is on one side, and part on the other.]
FILI
Kili! Grab my hand! Kili!
[The two giants box, and the ground sways. Giant #3 appears, and throws a boulder at Giant #2, who loses his footing and falls down the chasm. Kili falls after him.]
[Thorin:]
“No! No! Kili!”
He and the others hasten to look for their comrades, whom they see safe and sound.

[Balin:]
“We’re all right! We’re alive!”

[Bofur:]
“Where’s Bilbo? Where’s the Hobbit?”

[Ori:]
“There!”

[Dwalin:]
“Get him!”
[Bilbo is hanging on the edge of the cliff. Ori tries to grab him, but Bilbo slips lower. Thorin swings down to the ledge next to Bilbo and boosts him, whereupon the others pull him to safety. Dwalin tries to lift Thorin back up, but Thorin loses his grip, and Dwalin pulls him onto the ledge.]
[Dwalin:]
“I thought we’d lost our burglar.”
[1977:]
Lightning flashes, and we see an aerial view of the Company, as they straggle upward along a winding path. This lasts about half a minute; the noise of the wind and rain is loud on all sides. Thorin's voice rises above the clamour.
THORIN
Look there! Shelter! A dry cave.

INT. FRONT PORCH;–– NIGHT.
Thorin & Co. seated cheerily around a fire. Thorin stands and addresses the others.

THORIN
Now get some sleep, men; we have found the perfect place to camp.

(Bilbo lies against a wall, but dreams of the dwarves' song, 'Chip the glasses & crack the plates', and wakes again).

BILBO
Dwarves have a strange sense of perfection. And where's Gandalf? Gone again! I wish I was a wizard!

(Some rocks fall, and a crack opens in the wall behind him).

BILBO
Hello! What's this?

(More rocks fall, and the opening widens.)

BILBO
Look out!

Off-screen, the GOBLINS draw the Company's ponies into a tunnel.

BILBO
The ponies! The ponies!
(To the dwarves:)
Wake up! We're being robbed!

The dwarves awaken.
THORIN
The goblins are upon us! Save the ponies from the goblins!

THE GOBLINS
You go, my lad!
Ho ho, my lad!

The Company hasten into the newly-exposed tunnel; the door shuts behind them.

THORIN
Trapped! The goblins have us!

The goblins surround the Company, chanting in menacing tones, and lead them off, in chains.
THE GOBLINS
Crack, smack! The black crack!
Grip, grab! Pinch, nab!
And down, down to goblin-town
You go, my lad!

Down, down, to goblin-town;
Down, down, to goblin-town;
Down, down, to goblin-town;
Down, down, to goblin-town;
Down!

The goblins laugh; the goblins eat;
The goblins smash, the goblins beat;
Terror, terror; whip and leather;
Ho!
You go, my lad!
Ho ho, my lad!

INT. GOBLIN-TOWN THRONE ROOM;–– NIGHT.
A huge fire blazes in the center; our view passes through it, to reveal (from above) the GREAT GOBLIN on his throne, with his GUARDS all around, and the dwarves and hobbit bound before him. Instruments of torture in the background.

GREAT GOBLIN
Who are these miserable persons?

(Thorin steps forward).
THORIN
Thorin at your service! We did not mean to trespass; we were merely seeking shelter from the storm.

BYSTANDER GOBLIN
He is a liar, O truly tremendous one. Ask him to explain his weapon!

[2000s:]
He picks up Thorin’s sword, Orcrist, and half draws it; he gasps, and throws it down. It lands in view of all the goblins, who howl and retreat; the Great Goblin, having dismounted for a closer look, runs back to his throne, trampling the other goblins on his way.

[Great Goblin:]
“I know that sword! It is the Goblin-Cleaver, the Biter, the blade that sliced a thousand necks!”

The goblins whip the dwarves and leap on them, biting and slashing.

[Great Goblin:]
“Slash them! Beat them! Kill them! Kill them all! Cut off his head!”
Goblins hold Thorin down, and one of them draws his knife and prepares to behead Thorin.
There is an EXPLOSION, flinging goblins in the air and destroying the machines in the background. Everyone is knocked down. When the explosion has passed, most of the lights are out; Gandalf enters, with drawn sword. Lights come up, and the goblins and dwarves look up at Gandalf.

[Gandalf:]
“Take up arms. Fight. Fight!”
[The dwarves recover their swords and fight the goblins. As goblins run at Gandalf, he kills them with his sword and staff. The Great Goblin, still prone, sees Gandalf’s sword]

[Great Goblin:]
“He wields the Foe-Hammer, the Beater, bright as daylight!”
[1977:]
Glamdring strikes the Great Goblin, and he dies.

BILBO
Gandalf! Good old Gandalf!

GANDALF
Follow me, quickly!

He leads the Company through a series of tunnels, calling 'Follow me!' at corners. Bilbo is on Dori's back, in the rear; he is knocked off by a bend in the ceiling, and falls into a pit.

DORI
(turning back)
Bilbo! He's gone! Bilbo! Where are you?!

Chapter Text

INT. GOLLUM'S CAVE;–– DAY.
A large cavern occupied mostly by a broad black lake, with a narrow stony shore all around and a small bare island in the middle. On a dug-out boat near the island reclines GOLLUM: a deformed, amphibious-looking humanoid, about Bilbo's size.

GOLLUM
(to himself)
My precious. It is my precious.
Reaches into the water.
Hello, my precious.

A fish jumps.
Bless us and splash us!
Gollum catches the fish.
Food for my precious!
Opens his mouth to eat it; but is distracted by Bilbo's voice.

Bilbo enters, fumbling on the shore of the lake, with his sword up-held to give himself light; we can now see, it is luminous like Orcrist and Glamdring, and obviously of the same make.
BILBO
Eggs and bacon; spoons all polished; warm muffins and sweet butter.

GOLLUM
What is that noise, my precious? My precious, does not know.

He rolls over and paddles the boat to Bilbo, with his hands and feet as oars. Meanwhile, we see Bilbo close-up, on his hands and knees at the water's edge. In the light of his sword, a golden RING is illuminated.

BILBO
Bless my soul! Hello! What's this?
(picks it up, admires it, and stands.)
It might make a nice souvenir to show the neighbors back home. If I ever get home.

(He pockets it. Gollum lands, and Bilbo sees him).

BILBO
Who are you?

GOLLUM
(to himself)
Bless us, my precious. A tasty morsel it would make us. What is it, my precious?

 

BILBO
I am Mr. Bilbo Baggins. I've lost my dwarves, my wizard, and my way.

Making ODD NOISES, suggestive of his name, Gollum advances. Bilbo holds up his sword.

BILBO
Mind you, I'm armed with an elvish blade!
Gollum withdraws.

BILBO
That's better. Perhaps you know the way out?

GOLLUM
But p’rhaps we sits here, and chats with it, a bitsy, my precious? It... likes... riddles?

BILBO
Do I like riddles? Well, yes, after a fashion.

GOLLUM
It must have a competition with us. If precious asks, and it doesn't answer: we eats it, my precious.

BILBO
Oh, I say!

GOLLUM
But if it asks us, and we doesn't answer: then we...shows it... the way… out!

BILBO
It seems I have no choice.

[2000s:]
[As Bilbo thinks of a riddle, Gollum rests his hands and chin on a rock.]
[Bilbo:]
“Thirty white horses on a red hill. First they champ, then they stamp, then they stand still.”
 
[Gollum opens his eyes and mouth to answer, then changes his mind. This goes on for several seconds, until he replies.]
 
[Gollum:]
“Teeth?”
[Bilbo looks unhappy. Gollum laughs.]

[Gollum:]
“Teeth!! Yes, my Precious. But we—we—we only have nine.”
 
[Gollum displays his mouth, showing only nine teeth. Bilbo is disgusted. Gollum recites his next riddle, and advances on Bibo. Bilbo keeps a large rock between them.]
 
[Gollum:]
“Our turn. Voiceless it cries, wingless flutters, toothless bites, mouthless mutters.”
 
[Bilbo:]
“Just a minute.”
 
[As Bilbo walks off, thinking, Gollum’s expression turns from malicious to excited]
 
[Gollum:]
(to himself)
“Oh, oh! We knows. We knows!”
(answers himself)
“Shut up.”

[1977:]
Bilbo thinks for a moment more; then guesses.

BILBO
Wind! Wind is the answer. Now it's my turn.
A box without hinges, key, or lid;
yet golden treasure inside is hid.

Gollum hesitates for some minutes; then speaks.

GOLLUM
Ah! Eggs! Eggs, it is!

Montage: our view briefly leaves the two riddlers and rises into higher chambers of the caves, above their heads. We see a goblin's skeleton; then descend again to the level of the riddlers. All along, a FEMALE VOICE recites the next riddle.

FEMALE VOICE
It cannot be seen; cannot be heard;
Cannot be felt; cannot be smelt.
It lies behind stars, and under hills;
And empty holes, it fills.
It comes first and follows after;
Ends life, kills laughter.
The answer is “dark”.

GOLLUM
Us now! Now us, my precious.

BILBO
I'm a-quiver with anticipation!

GOLLUM
Now...
This thing, all things devours:
Birds, beasts, trees, flowers!
Gnaws iron, bites steel,
Grinds hard stones to meal;
Slays king, ruins town,
And beats high mountain down!

BILBO
Well, interesting! Let me see.

GOLLUM
What does it answer? What does it answer?

BILBO
Just a moment now!
[2000s:]
[Bilbo:]
“Give me a moment, please, I gave you a good long while.”
 
[Bilbo tries to think, but walks around with his sword drawn, looking for Gollum, who hides.] 

[Bilbo:]
(aside)
“I don’t know this one.”
 
[Gollum:]
“Is it tasty? Is it scrumptious? Is it crunchable?”
 
[He appears behind Bilbo and tries to grab him, but Bilbo jumps out of the way and points his sword at Gollum.]
 
[Bilbo:]
“Let me think. Let me think.”
 

[Gollum:]
“It’s stuck. Bagginses is stuck.”
 
[Bilbo paces, thinking. Gollum smiles and shrugs.] 

[Gollum:]
“Time’s up.”
 
[Gollum shifts, preparing to leap on Bilbo.]
 
[Bilbo:]
“Time. Time! the answer is time.”
 
[Gollum snarls in frustration.]
 
[Bilbo:]
“Actually, it wasn’t that hard.”

 
[Gollum:]
“Last question. Last chance.”
 
[Bilbo:]
“Ah, uh....”
 
[Gollum:]
“Ask us. ASK US!!”
[Hides a stone behind his back].
 
[Bilbo:]
“Yes, yes, alright.”
 
[Bilbo strolls to the edge of the lake to think. He absentmindedly rubs his pocket and feels the ring inside.]
[Bilbo:]
“What have I got in my pocket?”
 
[Gollum looks disgusted.]
 
[Gollum:]
“That’s not fair. It’s not fair! It’s against the rules!”
 
[Gollum throws down the rock in his hand. Bilbo makes a startled noise.]
 
[Gollum:]
“Ask us another one.”
 
[Bilbo:]
“No, no, no, no. You said, ‘Ask me a question.’ Well, that is my question. What have I got in my pocket?”
 
[Gollum approaches Bilbo; Bilbo moves to keep a stone between himself and Gollum.]
 
[Gollum:]
“Three guesses, Precious. It must give us three.”
 
[Gollum holds up two fingers to signify three.]
 
[Bilbo:]
“Three guesses. Very well, guess away.”
 
[Gollum:]
“Handses!”
 
[Bilbo pulls his hand out of his pocket just in time.]
 
[Bilbo:]
“Wrong; guess again.”
 
[Gollum crouches on the floor, trying to think of the answer. He mutters potential answers to himself and slaps the floor in increasing frustration as he fails to come up with the right answer.]
 
[Gollum:]
“Fish-bones, goblins’ teeth, wet shells, bat’s wings;–– Knife!”
(to himself):
“Oh, shut up.”
 
[Bilbo:]
“Wrong again. Last guess.”
 
[Gollum:]
“String! Or nothing.”
 
[Bilbo:]
“Two guesses at once; wrong both times.”
 
[Upon hearing this, Gollum falls to the floor, sobbing.]
 
[Bilbo:]
“So, come then: I won the game, you promised to show me the way out.”
 
[Gollum:]
“Did we say so, Precious? Did we say so?”
 
[Gollum slowly turns and glares at Bilbo.]
 
[Gollum:]
“What has it got in its pocketses?”
 
[Bilbo points his sword at Gollum.]
 
[Bilbo:]
“That’s no concern of yours. You lost.”
 
[Gollum:]
“Lost? Lost? Lost?”
 
[Gollum grins and reaches for something hidden at his side; but finds nothing in its place, and feels all over himself to find it.]
 
[Gollum:]
“Where is it? Where is it? No! Ahh! Where is it? No! No!!!”
 
[Gollum scuttles around the cave and through the shallows of the lake, scattering bones and rocks as he searches in vain. His voice breaks as he cries.]
 
[Gollum:]
“Lost! Curse us and crush us, my precious is lost!”
 
[With Gollum’s back to him, Bilbo, realizing the truth, quickly takes the Ring from his pocket and holds it behind his back.]
 
[Bilbo:]
“What have you lost?”
 
[Gollum:]
“Mustn't ask us! Not its business! No! gollum, gollum.”
 
[Gollum, at the edge of the lake, sobs quietly. As he stares into the water, his sobs cease and his face becomes contorted in anger.]
 
[Gollum:]
“What has it got in its nasty little pocketses?”
 
[Bilbo clutches the Ring behind him and points his sword at Gollum. Gollum looks up in shock and anger. Bilbo flees, with Gollum in pursuit.
 
[Gollum:]
“Give it to us!”
 
Bilbo hides in a niche, and tries to run through a crack in the wall, but he gets stuck. Gollum, attracted by the noise, sees Bilbo. 

[Gollum:]
“It’s ours. It’s ours!”
 
Gollum snarls again; Bilbo slips through the crack, but his waistcoat buttons are torn off in the process, and he falls. As he lands, the Ring slides onto his finger, and Bilbo becomes invisible. Gollum looks for Bilbo; but in vain, and continues down the cave.

[1977:]
GOLLUM
Where is it? Where is it? It is tricksy. It says it doesn't know the way out... but it knows the way in, my precious! It must... know… a way… out! It's off for the back-door. Yes! Yes! My precious must make haste to the back-door. To the back-door!

(He exits stage left).

BILBO
(briefly visible again)
How convenient! Well, “follow the leader!”.

(becomes invisible and follows Gollum).

INT. NEAR THE BACK-DOOR;–– DAY.
Gollum crawls up the tunnel, toward the exit. Bilbo, invisible, follows close behind.

GOLLUM
It's not here, my precious. It's made an escape!

BILBO
Ta-ta!
(leaps over Gollum's head and escapes)

GOLLUM
(enraged)
Thief! Thief! Baggins! We hates it! Hates it! For ever!

 

EXT. WILDERNESS;–– EVENING.
In a small clearing in the woods on a mountain-side, Bilbo sits before a circle of dwarves, narrating. Gandalf stands behind them. The background is bright in varying hues of orange and yellow, and the lighting comes from stage left.

BILBO
(pleased with himself)
You see, Gollum thought I knew the way out and was trying to head me off. I merely followed him, to the exit!

THORIN
(indicating his own sword)
We had to fight our way through the goblin guard. How is it they didn't see you?

BILBO
Oh, well, the art of burgling is really, you know, the art of being unobtrusive; invisible, so to speak.

GANDALF
(conspiratorily)
Your story, Bilbo, has the ring of truth; yes, it rings true.

(Bilbo is surprised).
GANDALF
You need say no more. We'd best get a move on. There are still goblins.

BILBO
Oh, bother! More mountains?

GANDALF
No. Don't you see?
(points with his staff).
The sun is setting in the west, behind the mountains. We've come out on the other side, to the edge of the land beyond.

Chapter Text

EXT. THE WOLF-GLADE;–– NIGHT.
As the Company continue toward stage left, a pack of WOLVES appear at stage right, upon a ridge, with goblins mounted on their backs. A HOWL alerts Thorin & Co. to their presence.

THORIN
The Wargs!

GANDALF
With the goblins!

Wargs howl again; goblins sing; goblins on wolves charge upon the Company, with flaming torches raised. The Company rush into the woods, and climb into fir-trees.

GOBLINS
(singing)
Fifteen birds, in five fir-trees;
Their feathers were fanned in a fiery breeze!
But, funny little birds: they had no wings!
What shall we do, with the funny little things?
O, what shall we do, with the funny little things?

Roast 'em alive or stew 'em in a pot?
Fry them! Boil them! Eat them hot!

Gandalf sets a fir-cone afire and throws it among the goblins; it explodes, and the goblins and wolves retreat; but re-enforcements advance, and throw their torches onto the trees, which catch fire, and raise a bonfire at the center of the glade. Goblins on wolves are circling the trees.

GOBLINS
(singing)
Bake and toast 'em, fry and roast 'em,
Till beards blaze, and eyes glaze,
And hair smells, and skins crack,
And fat melts, and bones black
In cinders lie beneath the sky:
So the dwarves shall die!

Fifteen birds, in five fir-trees;
Their feathers were fanned in a fiery breeze!
But, funny little birds: they had no wings!
What shall we do, with the funny little things?
O, what shall we do, with the funny little things?

DORI
Help! Stop!

BOMBUR
We can't go any higher!

Gandalf ascends to the top of his tree and raises his arms and staff. The EAGLES enter stage left; with a SHRILL CRY, they seize Gandalf and the dwarves, and bear them into the distance. The music, at once, becomes triumphial.

EXT. THE SKY;–– MORNING.
Bilbo is clinging to Dori, who is held by an eagle. All the Company are carried similarly.

BILBO
O! My arms!

DORI
My poor legs! My legs!

BILBO
But what will they do with us? Drop us, to our deaths?

DORI
Who knows? But they've brought us a far distance with no dropping! Behold! the River of Wilderland below! By thunder! They're taking us to the edge of Mirkwood Forest!

BILBO
...to dash us against those rocks, I know it!

Instead, the eagles set them gently down, on the road outside the forest. Gandalf turns, to address their leader.

GANDALF
O great Lord of the Eagles: we are ever grateful for your Gallant Rescue.

GREAT EAGLE
I have not forgotten the arrow that brought me down, so many years ago. I have not forgotten the Wizard, who found me and healed my wound. Now: fare well, wherever you fare, until your eyries receive you at your journey's end!

Exeunt Eagles, and the dwarves wave to them.

INTERMISSION

Chapter Text

EXT. BEORN'S TERRITORY;–– NIGHT.
Bilbo is atop a ridge, and sees AN IMMENSE BEAR on the path beyond. At that, he makes his way down the rocks to the dwarves and Gandalf.

[Dwalin:]
“How close is the pack?”

[Bilbo:]
“Too close. A couple of leagues, no more, but that is not the worst of it.”

[Dwalin:]
“Have the Wargs picked up our scent?”

[Bilbo:]
“Not yet, but they will; and we have another problem.”

[Gandalf:]
“Did they see you? They saw you!”

[Bilbo:]
“No, that's not it.”

[Gandalf smiles and turns to the dwarves.]

[Gandalf:]
“What did I tell you? Quiet as a mouse. Excellent burglar material.”

The dwarves chuckle.

[Bilbo:]
“Will you listen? Will you just listen? I'm trying to tell you, there is something else out there.”

[The dwarves look worried.]

[Gandalf:]
“What form did it take? Like a bear?”

[Bilbo:]
“Yes…
[Pauses, and looks curiously at Gandalf.]
Y- yes. But bigger, much bigger.

Bofur
(to Gandalf)
“You knew about this beast?
I say we double back.”

[Thorin:]
“And be run down by a pack of Orcs.”

[Gandalf:]
“There is a house, not far from here, where we might take refuge.”

[Thorin:]
“Whose house? Friend or foe?”

[Gandalf:]
“Neither. He will help us, or he will kill us.”

[The dwarves looks at each other in dismay.]

[Thorin:]
“What choice do we have?”

[A roar behind them; it is the bear.]

[Gandalf:]
“None.”

[The Company run, through flat land and across streams.]

[Gandalf:]
“Come on!”

[As the Company run through a copse, the Orcs enter. The orc chief urges his party on. Both groups stop, when another ear-splitting roar sounds nearby.]

[Gandalf:]
“This way, quickly!”

[Bombur looks on in shock; Bofur pulls him forward]

[Bofur:]
“Bombur, come on!”

[As they exit the forest, they spy a house surrounded by a hedge, in the middle of a plain.]
[Gandalf:]
“To the house! Run!”

[The Company runs across the plain; Bombur, the fattest dwarf, outruns the rest of them. They run through a gate in the hedge.]

[Gandalf:]
“Come on, get inside!”

[They run to the front door of the house; it is closed. Bombur, who reaches the door first, throws himself against it, but falls flat on his back. The rest of the dwarves catch up and hurl themselves against the door, trying to open it. Gandalf looks back, as a gigantic bear breaks out from the edge of the forest and runs toward them.]

[Gandalf:]
“Open the door!”

[Thorin:]
“Quickly!”

[Thorin, pushing through the midst of his Company, raises the bolt, and opens the doors. The company enter the house and try to shut the door, but the bear has already gotten its head inside. As the bear roars and tries to push the door open, the dwarves yell and strain to close it. Bilbo draws his sword and points it unsteadily at the bear. Gandalf looks on, in amusement.]

[Dwalin:]
“Come on, lads!”

[With a final heave, the dwarves close the door and drop the bolt across it. They sigh.]

[Ori:]
“What is that?”

[Gandalf:]
“That is our host.”

The dwarves and Bilbo turn to Gandalf in bewilderment.

[Gandalf:]
“His name is Beorn, and he is a skin-changer.”

[Oin checks his ear-trumpet.]

[Gandalf:]
“Sometimes he’s a huge black bear; sometimes, a great strong man. The bear is unpredictable, but the man can be reasoned with. However, he is not overfond of dwarves.”

[The dwarves look at each other in dismay. Ori peeks through a crack in the door.]

[Ori:]
“He’s leaving!”

[Dori:]
“Come away from there! It’s not natural, none of it. It’s obvious: he’s under some dark spell.”

[Gandalf:]
“Don’t be a fool; he’s under no enchantment but his own. All right now, get some sleep, all of you. You’ll be safe here tonight”.

 The dwarves disperse through the house.

Gandalf:
(to himself)
“I hope.”

EXT. BEORN'S TERRITORY;–– NIGHT.
Beorn’s house is seen from a distance, and his bear form is growling and walking around it; apparently guarding the dwarves.

EXT. BEORN'S TERRITORY;–– MORNING.
The bear ambles toward the house. At the edge of the forest, the bear stands on its hind legs, and its form melts into that of a tall man.

INT. BEORN'S HOUSE;–– MORNING.
Bilbo is sleeping in the house; hearing a noise, he peeks out of his blankets. He sees Beorn, in human form: a tall man in a brown tunic and leggings, with a solemn face and a thick black beard. He is taller than Gandalf.
 
It is morning; Beorn’s ponies prance through the fields. A very large honey-bee lands on Bilbo’s nose, waking him with a start. Putting on his jacket, he enters the dining-room, where the dwarves and Gandalf are already seated. Beorn pours milk from a pitcher into Fili’s cup, but addresses Thorin.
 
[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.”
 
[Bilbo sees the remnants of manacles on Beorn’s wrist.]
 
[Beorn:]
“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.”
 
[The dwarves, Bilbo, and Gandalf look on in silence.]
 
[Beorn:]
“You need to reach the mountain before the last days of autumn?"

[Gandalf:]
“Before Durin’s Day falls, yes.”
 
[Beorn:]
“You are 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.”
 
[Thorin looks shocked. Beorn faces Thorin.]
 
[Beorn:]
“I don’t like dwarves. They’re greedy and blind, blind to the lives of those they deem lesser than their own.”
 
[Beorn cradles a mouse, by way of example.]
 
[Beorn:]
“But Orcs I hate more. What do you need?”

Chapter Text

EXT. BEORN'S TERRITORY;–– DAY.
The Company saddles and rides Beorn’s ponies. As they ride away, Beorn looks around for danger. 
[Beorn:]
“Go now, while you have the light. The hunters are not far behind.”
 
The company rides across the land, slowing to a stop before a gloomy-looking forest. Gandalf dismounts and walks into the edge of the forest through an ancient archway.

[Gandalf:]
“The Elven Gate.”
[turns and calls to the others.]
[Gandalf:]
“Here lies our path through Mirkwood.”

[Dwalin:]
“No sign of the Orcs. We have luck on our side.”

[Dwalin dismounts. Gandalf squints at something in the distance; it is Beorn, in his bear-form, watching them from a distant ridge.]

[Gandalf:]
“Set the ponies loose. Let them return to their master.”

[The dwarves and Bilbo dismount and unload the ponies. Bilbo approaches the forest on foot. Beorn, in the distance, herds the ponies homeward.]

[Gandalf:]
“You’ve changed, Bilbo Baggins. You’re not the same Hobbit who left the Shire.”

[Bilbo:]
“I was going to tell you; I found something in the Goblin tunnels.”

[Gandalf:]
“Found, What?”
Bilbo hesitates.
[Gandalf:]
“What did you find?”

[Bilbo:]
“My courage.”

[Gandalf:]
“Good. You’ll need it.”

[1977:]
BILBO
So this is the Forest of Mirkwood.

THORIN
Terrible place, as I remember; and dangerous.

GANDALF
Now, now; the map shows the safest path. Follow it closely. Don't stray off the track! If you do, you will never get out of Mirkwood.

THORIN
You speak as if you weren't going with us!

GANDALF
I'm not: I have pressing business, away south.

BOMBUR
O no! He can't mean it!

DORI
What will we do without Gandalf?

BALIN
Please! Don't leave us!

GANDALF
Now now: I am already late through bothering with you people. I am sending Mr. Baggins with you: that should be enough.

BALIN
Mr. Baggins?

DORI
Bilbo?

BOMBUR
The burglar?

BILBO
Me? I'm no equal to a wizard!

GANDALF
Nonsense! You are the lucky number! And you'll soon find out there's more about you than you guess.
(winks).
You, sir, will be my surrogate: my replacement, so to say. Here is paper and a marker.
(Hands them to Bilbo).
Keep a strict log of your journey, so I may study it when we meet again, and point out your missteps.

BILBO
(taking the scroll)
I can only do my best.

GANDALF
Then that will have to suffice!
(disappears).

[2000s:]
INT. WHITE COUNCIL CHAMBER;–– DAY.
Saruman, Elrond, Galadriel, and Gandalf are in a pavilion. Gandalf and Saruman sit at a table; Elrond, the Blue Wizards, and Galadriel stand or walk about. Dawn is breaking.
[Saruman:]
“Tell me, Gandalf, did you think these plans and schemes of yours would go unnoticed?”

[Gandalf:]
“Unnoticed? No, I’m simply doing what I feel to be right.”

[Galadriel:]
“The dragon has long been on your mind.”

[Gandalf:]
“This is true, my lady. Smaug owes allegiance to no one. But if he should side with the enemy, a dragon could be used to terrible effect.”

[Saruman:]
“What enemy? Gandalf, the enemy is defeated. Sauron is vanquished. He can never regain his full strength.”

[Elrond:]
“Gandalf, for four hundred years, we have lived in peace. A hard-won, watchful peace.”

[Gandalf:]
“Are we? Are we at peace? Trolls have come down from the mountains. They are raiding villages, destroying farms. Orcs have attacked us on the road.”

[Elrond:]
“Hardly a prelude to war.”

[Saruman:]
“Always you must meddle, looking for trouble where none exists.”

[Galadriel:]
“Let him speak.”

[Gandalf:]
“There is something at work beyond the evil of Smaug. Something far more powerful. We can remain blind, but it will not be ignoring us, that I can promise you. A sickness lies over the Greenwood. The woodsmen who live there now call it, ‘Mirkwood’; and they say…
(hesitates).
[Saruman:]
“Well, don’t stop now. Tell us what the woodsmen say.”

[Gandalf:]
“They speak of a Necromancer living in Dol Guldur: a sorcerer who can summon the dead.”

[Saruman:]
“That’s absurd. No such power exists in the world. This Necromancer is nothing more than a mortal man: a conjurer dabbling in black magic.”

[Gandalf:]
“And so I thought too. But, Radagast has seen;––”

[Saruman:]
“Radagast? Do not speak to me about Radagast the Brown. He is a foolish fellow.”

[Gandalf:]
“Well, he’s odd, I grant you. He lives a solitary life.”

[Saruman:]
“It’s not that. It’s his excessive consumption of mushrooms. They’ve addled his brain and yellowed his teeth. I warned him: it is unbefitting of the Istari to wander in the woods...”
[Saruman’s voice fades away as Galadriel focuses on Gandalf, and speaks to him in his mind.]
[Galadriel, telepathically:]
“You carry something. It came to you from Radagast. He found it in Dol Guldur.”

[Gandalf, telepathically:]
“Yes.”

[Galadriel, telepathically:]
“Show me.”

[Gandalf takes Radagast’s package from his own pocket, and places it on the table.

[Saruman:]
“...or I’d think I was talking to myself...”

[Elrond:]
“What is that?”

[Galadriel:]
“A relic of Mordor.”
[Elrond opens the parcel, revealing an evil-looking sword. The White Council look upon it in shock.]
[Elrond:]
“A Morgul blade.”

[Galadriel:]
“Made for the Witch-king of Angmar, and buried with him. When Angmar fell, men of the North took his body and all that he possessed and sealed it within the High Fells of Rhudaur. Deep within the rock they buried them, in a tomb so dark it would never come to light.”

[Elrond:]
“This is not possible. Powerful spells lie upon those tombs; they cannot be opened.”

[Saruman:]
“What proof do we have this weapon came from Angmar’s grave?”

[Gandalf:]
“I have none.”

[Saruman:]
“Because there is none. Let us examine what we know. A single Orc pack has dared to cross the Bruinen. A dagger from a bygone age has been found. And a human sorcerer, who calls himself the Necromancer, has taken up residence in a ruined fortress. It’s not so very much, after all. The question of this dwarvish company, however, troubles me deeply. I’m not convinced, Gandalf; I do not feel I can condone such a quest. If they’d come to me, I might have spared them this disappointment. I do not pretend to understand your reasons for raising their hopes...”

[Saruman’s voice fades away as Galadriel again focuses on Gandalf.]

[Galadriel, telepathically:]
“They are leaving.”

[Gandalf, telepathically:]
“Yes.”

[Galadriel, telepathically:]
“You knew.”

[Saruman:]
“...I am afraid there is nothing else for it.”
Gandalf nods. Galadriel smiles slightly.

[1977:]
EXT. MIRKWOOD;–– DAY.
Thorin and Company from stage right to stage left, through a thick and tangled forest of ancient, gnarled, mossy trees. The light is dim, the air is still, and very little is visible.
BILBO
(narrating)
To Gandalf: As per your instructions, I am keeping this log of our journey through Mirkwood Forest. I shall make good use of it someday as a basis for my memoirs, which I intend to call: There and Back Again: A Hobbit's Holiday.

Montage: Bilbo and the dwarves walk through the forest, while the trees appear to pull grimaces at them as they pass. Everyone looks solemn.

MINSTREL'S VOICE
Roads go ever ever on:
Over rock and under tree;
by caves where never Sun has shown;
by streams that never find the sea.
Over snow by winter sown,
And through the merry flowers of June;
Over grass, and over stone,
And under mountains in the Moon.

[2000s:]
Thorin leads. At one point, the path turns a corner.
 
[Thorin:]
“The path goes this way.”
 
As the dwarves and Bilbo follow the path through the forest, it twists and turns over bare ground, high ledges, fallen trees, stones, and roots. The color palette used is blue/gray, and gloomy. Dwalin thumps the ground with his hammer, to find the paving stones of the trail.
[Dwalin:]
“This way.”
 
They continue.
[Bofur:]
“Air. I need air.”
 
[Oin:]
“My head, it’s spinning.”
 
The dwarves run into each other as Nori, in front, stops abruptly.
 
[Oin:]
“What’s happening?”

[Thorin:]
“Keep moving. Nori, why have we stopped?”
 
[Nori:]
“The path...it’s disappeared!”
 
[Dwalin:]
“What’s going on?”
 
[Oin:]
“We’ve lost the path!”
 
They are standing in front of a steep cliff, and there is no path ahead of them.
 
[Thorin:]
“Find it. All of you look. Look for the path!”
 
The path is not far away from them, but on the other side of the cliff; and they wander for a beat or two.
[Balin:]
“I don’t remember this place before. None of it’s familiar.”
 
[Dori:]
“It’s got to be here.”
 
[Thorin:]
“What hour is it?”
 
[Dwalin:]
“I do not know. I don’t even know what day it is.”
 
[Thorin:]
“Is there no end to this accursed place?”
 
The dwarves MUTTER as they wander about. Bilbo absentmindedly plucks a spiderweb; it vibrates, and the vibrations continue through the various spiderwebs and far off into the forest. Bilbo plucks the web again. He hears a strange whispering noise. They continue; Bilbo looks down and sees himself walking backward. He looks back at Dori, behind him, and sees himself. His entire vision is shifting and tilting.

Chapter Text

[1977:]
EXT. MIRKWOOD;–– NIGHT.
The Company sit around a fire, surrounded by trees and darkness.
BILBO
(narrating)
The days are terrible, and the nights are impossible, for we are hungry and thirsty. The berries which grow here are hideous.

Balin tries some fruit, and casts it aside. WILD CRIES fill the air, and glowing eyes appear in the darkness. Dwarves and hobbit gather around the fire.

BILBO
Everything about these woods is unpleasant.

EXT. MIRKWOOD;–– DAY.
The dwarves are lifting Bilbo into a tree.

BILBO
(narrating)
One day we decided someone should climb to the top of the tallest tree, and have a look-about. I couldn't argue! My contract is vague on several points.

Bilbo ascends the tree, glancing nervously about, and emerges into the bright sunlight of a clear day. When he and the viewer can see again, he is surrounded by leafy tree-tops, forming the subtle shape of a great basin; and above the trees are an immense swarm of pitch-dark butterflies.

BILBO
(narrating)
There are moments, which can change a person's life, for ever. And I suddenly wondered if I would ever see my snug hobbit-hole again. I wondered, if I actually wanted to.

[2000s:]
BILBO
(calls down the tree)
I can see a lake! And a river. And the Lonely Mountain. We’re almost there! Can you hear me? I know which way to go!

[1977:]

EXT. MIRKWOOD;–– MORNING.
BILBO
(narrating)
I awoke the next morning to a hideous surprise.

We see Bilbo, at the foot of a tree, is tied to the waist in spider-web; and a giant spider, as large as himself, is stalking him, laughing. Bilbo draws his short sword; cuts himself loose; and kills the spider.
BILBO
(to his sword)
Now I will give you a name; and I shall call you: Sting!

A little later. Bilbo is searching through Mirkwood, with his sword drawn.

BILBO
(narrating)
The rest of the morning I spent seeking my companions. And I found them, finally, in a place as black and dreadful as a patch of midnight that had never been cleared away.

A stand of trees, more deformed than their fellows elsewhere. Gigantic spider-webs are everywhere. The dwarves, wrapped in silk, hang from a tree-limb. A single giant spider approaches them.

SPIDER #1
They'll make fine eating... once they've hung a bit!

She prods the nearest dwarf with one leg.

BOMBUR'S VOICE
(from inside the bundle; terrified)
Go away! Go away!

 

BILBO
(shocked)
Bombur!
(narrating)
I certainly could not let my companions, my comrades, become a meal for those hideous spiders. Action was called for.

Throws a stone at Spider #1: she falls and dies. CUT TO
moments later: Bilbo has cut all the dwarves loose.

BILBO
You are all free. I know the spiders' poisons have made you weak; but you must follow me. Quickly!

The dwarves and hobbit rush down a long narrow gallery, with black trees and spider-web on all sides. The spiders pursue them.

SPIDER #2
Look! On the path ahead.
There it is. It has freed our supper! Now we see you! We will eat you, and leave your skin hanging in the tree.

SPIDER #3
Grab it!

Bilbo pauses, and turns to Thorin.
BILBO
I can hold them off! Run to the wood-elves' clearing!

THORIN
But, how can you...?

BILBO
I will do the stinging! Run! Swiftly now.

Becomes invisible; goes among the spiders.

SPIDER #3
We've trapped it now. Close the circle. It can't escape us!

Bilbo, invisible, kills the spiders one by one.

BILBO
(while striking at the spiders)
Lazy Lob! Attercop!
Most of the spiders die.
SPIDER #2
Blast! What is it? What does it hold?

BILBO
Sting! Sting! Sting!

The light of the sword flashes on all sides, and the surviving spiders are dazzled.

SPIDER #3
Away! Retreat! We are no match for Sting!

The spiders withdraw, with a final CRY, and Bilbo becomes visible again.

[2000s:]
EXT. MIRKWOOD;––AFTERNOON.
The dwarves are running through the forest. More spiders descend on threads of silk in front of them. Thorin raises his sword to fight, but pauses and looks up. A single Elf, LEGOLAS, runs through the treetops, and swings down a spider’s silk in order to land on it and kill it. He slides under the spider facing Thorin, slices it in half, and comes up with an arrow nocked and pointed at Thorin. Several other wood-elves enter, and take aim at the dwarves.
[Legolas:]
“Do not think I won’t kill you, dwarf. It would be my pleasure.”

[The dwarves are surrounded by wood-elves, all with drawn bows.]
[Kili:]
“Help!”

[Fili:]
“Kili!”

[The dwarves turn, and see a spider pulling Kili away by the foot. A female Elf, TAURIEL, kills three spiders with her bow and knife, then shoots the spider pulling Kili. She turns to attack another spider behind her, and yet another spider rushes Kili.]

[Kili:]
“Throw me your dagger! Quick!”
 
[Tauriel:]
“If you think I’m giving you a weapon, dwarf, you’re mistaken!”
 
[Tauriel kills her spider with her knife, then throws the knife into the spider attacking Kili, who looks on in amazement.]

[Legolas:]
“Search them.”
 
One elf confiscates two of Fili’s knives. Legolas pulls a picture frame with two pictures out of Gloin’s pocket.
[Gloin:]
“Hey! Give it back! That’s private!”
 
[Legolas looks at a picture of a dwarf.]
[Legolas:]
“Who is this? Your brother?”
 
[Gloin:]
(Indignant)
“That is my wife!”
 
[Legolas looks at the other picture.] 
[Legolas:]
“And what is this horrid creature? A goblin mutant?”
 
[Gloin:]
“That’s my wee lad, Gimli.”
 
[Legolas raises his eyebrow at Gloin. Meanwhile, the elf searching Fili finds more knives all around his person. Fili sighs when the elf finds some in a secret hidden pocket.] 
[Legolas:]
“Gyrth in yngyl bain?”
[Subtitle: Are the spiders dead?]
 
[Tauriel:]
“Ennorner gwanod in yngyl na nyryn. Engain nar.”
[Subtitle: Yes, but more will come. They’re growing bolder.]
 
[Fili opens his jacket to show the elf searching him, he has no knives left; the elf finds another in Fili’s hood. An elf hands Legolas Thorin’s sword, Orcrist, and he inspects it.]

[Legolas:]
“Echannen i vegil hen vin Gondolin. Magannen nan Gelydh.”
[Subtitle (mistranslated): This is an ancient Elvish blade. Forged by my kin.]
(to Thorin:)
Where did you get this?”

[Thorin:]
“It was given to me.”
 
[Legolas points the sword at Thorin.]
[Legolas:]
“Not just a thief, but a liar as well.
(to the other elves:)
“Enwenno hain!”
[Translation: Take them!]
 
[The elves lead the dwarves away. Bofur whispers to Thorin]

[Bofur:]
“Thorin, where’s Bilbo?”
 
[Thorin looks around, but sees no sign of Bilbo.]

[1977:]
EXT. MIRKWOOD;–– EVENING.
Mr. Baggins, invisible once more, traverses part of the forest and enters a clearing.

BILBO
(narrating)
I joined my companions at the clearing of the wood-elves. But when I found them, I was in for another surprise. The wood-elves had returned, but armed for battle. The dwarves, weakened by their encounter with the spiders, gave up without a struggle.

The wood-elves lead the dwarves, bound, to a great stone fortress; Bilbo follows.

BILBO
(narrating)
We traveled all day and night. Finally, we came to the palace of the Elf King, at the very eastern edge of the forest. We'd come all the way through, only to end up as prisoners.

The gates shut behind the column; Bilbo hastens through, just as they close.

Chapter Text

INT. WOOD-ELVES' CAVE;–– NIGHT.
A great hall, though sparsely-furnished, with a canopied throne at one end and guards at each side thereof. Elves with spears stand beside each of the several doors, placed symmetrically, on each side. The dwarves are chained and kneeling on a red carpet before the throne, on which sits THRANDUIL, THE ELVEN-KING. He speaks sternly to the dwarves.
THRANDUIL
Why did you dwarves try to attack my people?

THORIN
No attack! We came to beg. We were starving!

THRANDUIL
Why were you in the forest in the first place?

THORIN
That is our business.

THRANDUIL
Very well.
(to his men:)
Take them away until they feel inclined to tell the truth;––even if they wait a hundred years!

The elves set each dwarf in a separate cell, and shut the entire prison with a barred iron door.
BILBO
(narrating)
Greed. The fortune we were after was large enough to share with the elves! They'd make valuable allies against that old worm Smaug. Instead, they became the enemy, and we were their prisoners. And even though my invisibility allowed me to move about with ease, I had no way of opening the locks. So it was weeks before I found a way to free my companions.

[2000s:]
INT. THE WOOD-ELVES' DUNGEONS;–– DAY.
The dwarves are in the cells: several dwarves throw themselves against their cell doors. Balin remains aloof, and finally speaks.
Balin:
“Leave it! There’s no way out. This is no Orc dungeon; these are the halls of the Woodland Realm. No one leaves here but by the king’s consent.”
[1977:]
INT. THE ELVEN-KING'S HALLS;–– EVENING.
Wandering through the cave, Bilbo sees something, and stops to watch. We see, now, an underground river, with a dock, and human dock-workers unloading barrels from boats.
BILBO
(narrating)
Part of the river flowed under the caves. Deliveries of fine wines were brought up the river by human men who lived on Long Lake. Now, wood-elves enjoy their wine, and the barrels were soon drained.

Montage: two elves at a table finish drinking and fall asleep: one of these is the JAILOR, and wears a bundle of keys at his belt. Bilbo steals the keys.

[2000s:]
INT. THE WOOD-ELVES' DUNGEONS;–– NIGHT.
The dwarves are in their cells, as before: all looking glum and resigned.

[Bofur:]
“I’ll wager the sun’s on the rise. It must be nearly dawn.”

[Ori:]
“We’re never going to reach the Mountain, are we?”

[Bilbo enters, holding the ring of keys.]
 
[Bilbo:]
“Not stuck in here, you’re not!”

[The dwarves jump in surprise; Bilbo tucks his Ring into his pocket.]

[Balin:]
“Bilbo!”

[Bilbo:]
“Shhh! There are guards nearby!”
 
Bilbo releases Thorin, first, and all the dwarves from their various cells, and they chuckle.

Thorin:
“The stairs. You first, Ori!”
 
[Bilbo:]
“Not that way; down here. Follow me.”
 
[With Bilbo in the lead, they sneak through the halls, into the wine cellar. The elves there are sound asleep around a table, with several empty bottles of wine.

[Bilbo:]
“This way.”
 
[Kili:]
“I don’t believe it; we’re in the cellars!”

[Bofur:]
“You were supposed to be leading us out, not further in!”
 
[Bilbo:]
“I know what I’m doing!”
 
[Bofur:]
“Shhh!”
 
[Bilbo:]
“This way.”

They sneak into a room in which several barrels are stacked sideways in the middle. All the barrels have one end open.
[Bilbo:]
All right: into the barrels!
The dwarves climb into a barrel each.

[1977:]
Bilbo is seen tipping barrels (which contain a dwarf each) into the river; whereupon the barrels, with Bilbo himself astride one, float down-stream into the open. A SECOND ELVISH CHORUS is heard singing.

WOOD-ELVES' CHORUS
Heave ho, splash plump!
Rolling down the hole.
Heave ho, splash plump!
Roll-roll-roll; roll-roll-rolling down the hole!

Down the dark swift stream you go,
Back to lands you once did know!
Leave the halls and caverns deep,
Leave the northern mountains steep,
Where the forest wide and dim,
Stoops in shadow grey and grim!
Float beyond the world of trees,
Out into the whispering breeze.

Heave ho, splash plump!
Rolling down the hole.
Heave ho, splash plump!
Roll-roll-roll; roll-roll-rolling down the hole!

 

EXT. THE RIVER RUNNING;–– DAY.
A loose collection of barrels float downstream, under a bright clear sky. Mr. Baggins is astride one of the barrels, in the rear; in the barrel under him, one of the dwarves complains.

BILBO
Oh, stop complaining! I never promised to burgle you first-class accommodations!

Further on, the barrels round a bend, and the Mountain becomes visible and fills the view.
BILBO
(narrating)
The Lonely Mountain! I'd come far, and through many adventures, to see it, and now I did not like the look of it at all.

They continue down-river, until a town comes into view: built not on the shore, but on wooden platforms atop long piles, in the water itself.

BILBO
(narrating)
Within hours, we'd reached the colony of humans, called Lake-town. An accurate, if not too imaginative name; for the village was actually built on the surface of Long Lake! Here, the descendants of the men of Dale still dared to dwell and do business in the shadow of old Smaug's mountain.

The barrels, carried by the river, wash against a dock outside the town. A small company of dock-workers lift them one-by-one onto the dock; but they are surprised by the weight. As Thorin's barrel falls to the dock, it bursts, and Thorin falls into the open. He addresses the Lake-men:

THORIN
I am Thorin: grandson of King Under the Mountain! I have;–– returned!

Falls senseless.

Chapter Text

EXT. LAKE-TOWN;–– DAY.
Montage: from an aerial view of the town, built on a wooden platform upon heavy piles sunk into the shallows of the lake, with harbours in the middle, we descend onto a square, where the dwarves and hobbit are standing on a podium. The LAKE-TOWN CHORUS are heard singing.

LAKE-TOWN CHORUS
The streams shall run in gladness;
The lake shall shine and burn;
All sorrow fail and sadness,
At the mountain-king's return.

The King beneath the mountains,
the King of carven stone,
The lord of silver fountains
Shall come unto his own.

His law shall be up-holden;
His harp shall be re-strung;
His halls shall echo golden,
To songs of yore re-sung.

A tall man in arms enters stage right, and addresses the dwarves: this is BARD, the captain of the archers who defend the town. He speaks, overlapping the chorus.

BARD
Hail, Thorin Oakenshield! I am Bard the guardsman. We are honored by your presence! Your grandfather lives in our songs and legends. What help we can offer will be yours, and we trust to your gratitude when the dragon Smaug is killed and your kingdom is regained.

The townspeople cheer.

EXT. THE LONELY MOUNTAIN;–– DAY.
Montage: a lateral aerial view of the path up the mountain's side, on which the Company presumably travel.
BILBO
(narrating)
We were fed, fattened, given supplies; and two weeks later found us nearing the end of our journey. And chances were it would be a very horrible end, indeed.

[2000s:]
EXT. DOL GULDUR;–– EVENING.
A dark and windy eve, which grows darker and windier. Gandalf and Radagast enter, and advance on the fortress of Dol Guldur. They pause upon the bridge over the moat.

[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 is not yet ready to reveal himself. He 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, yes.”

[Gandalf begins across the bridge, toward stage right. Radagast looks back at him.]

[Radagast:]
“Wait, Gandalf! What if it’s a trap?”

[Gandalf:]
“Turn around, and do not come back.”
[Exit Radagast.]
[Gandalf:]
“It’s undoubtedly a trap.” 

[Gandalf draws his sword; with his sword in one hand and staff in the other, he crosses the bridge.]

INT. DOL GULDUR;–– EVENING.
Gandalf enters. The fortress seems abandoned, but there is an air of menace: a smog covers the sky and makes the time of day indeterminable. There are spikes everywhere, shaped like thorns. Gandalf enters a courtyard and speaks an incantation.
[Gandalf:]
“Cé ná ulco sís nurtaina: I ettuluvas caninye! Cánin i sá tanuvaxe!”
[Subtitle: The evil hidden here: I command it come forth! I command it reveal itself!]

Gandalf strikes his staff on the ground. From the top of the staff, an orb of light emanates and dissipates. However, it reveals nothing yet. Gandalf walks to a new place and recites the spell again. He passes several hanging metal cages full of spikes, each with a skeleton chained inside.
 
[Gandalf:]
“Cé ná ulco sís nurtaina: I ettuluvas caninye! Cánin i sá tanuvaxe!”

The spell reveals AZOG leaping at Gandalf, with his mace raised in the left hand: a tall, white-skinned orc, with a scarred face, and a spiked metallic claw in place of his right hand. Gandalf raises his sword and staff, but Azog strikes him, sending Gandalf and his weapons flying. Gandalf lies on the ground, and multitudes of Orcs enter.

[Azog:]
“_ _ _” [Subtitle: You have come too late, Wizard! It is done.]

[Azog raises his mace and swings it; but Gandalf stands and points his staff at Azog, which stops Azog in his tracks.]

[Gandalf:]
“Where is your master?”

[Azog roars and runs at Gandalf again, but Gandalf’s staff stops him and the Orcs behind him.]
[Gandalf:]
“Where is he?!”

[Azog:]
“_ _ _” [Subtitle: He is everywhere. We are legion!]

[Gandalf backs into the corner of the platform, while holding Azog at bay with his staff. Gandalf looks behind himself at the lower floors of Dol Guldur, and sees hordes of Orcs and Wargs below, all armed.]

[Azog:]
“_ _ _” [Subtitle: It is over.]

[As Azog raises his mace, Gandalf shouts a command and swings his staff. There is a blinding flash of light, and a thunderclap. When Azog and his Orcs open their eyes, Gandalf has disappeared, but they hear his footsteps running away.]

[Azog:]
“_ _ _” [Subtitle: Run him down.]

[Gandalf runs; Orcs on Wargs chase him. He runs out of a building onto a bridge and strikes the building with his staff, causing parts of it to fall, crushing the Wargs and destroying the bridge. In the distance, Azog roars. Gandalf continues; he is running onto a larger bridge when a voice sounds out of the darkness.]

[Necromancer:]
“_ _ _” [Subtitle: There is no light, Wizard…]

[Gandalf stops, as a huge shadow appears in front of him.]

[Necromancer:]
“_ _ _” [Subtitle: ...that can defeat darkness.]

[Gandalf raises his staff and conjures a protective sphere of force around himself, about 60 meters in diameter. Tendrils of shadow try to pierce this force-field. As the shadow attacks him, the force-field shrinks. Gandalf gives a command, and the force-field grows again. The shadow disintegrates the bridge, and the force-field becomes smaller and smaller, until it is barely bigger than Gandalf. The shadow rushes at him, but he expands his force-field anew. He falls to his knees, holding his staff above his head, and the force-field continues to grow and shrink. Finally, the defence collapses, and Gandalf falters. The shadow turns into a wreath of flames; Gandalf holds his staff above his head with both hands. The flames form the shape of an enormous eye; and its pupil takes the form of a tall man, with a forked spear in hand: the Necromancer. Here, the appearance of the Necromancer should recall that of the Wizards; but he is dressed in black, his staff is bifurcate, and his eyes are red and his beard spiky. His right hand is missing its forefinger. His hat nearly covers his face, except for the red eyes and dark whiskers. The shadows pick Gandalf up and throw him down, hurl him into a wall, and hold him there. The wall falls. The Necromancer looks at Gandalf, and the flames around him form a huge shape of an eye, with his body as the pupil.

[Gandalf:]
“Sauron.”

The camera zooms into Sauron’s eye, in which apears another flaming eye with Sauron’s body in the pupil, and we zoom into this eye, and its eye, and so on.

Chapter Text

INT. DOL GULDUR;–– EVENING.
Galadriel enters Dol Guldur, her ring shining. In a cage, an orc throws Gandalf. Galadriel approaches. The Orc pulls open the cage and lifts Gandalf.

[Orc:]
“_ _ _” [Subtitle: This is my Master’s domain.]

[He throws Gandalf to the floor.]
[Orc:]
“_ _ _” [Subtitle: Die now, Wizard!]

[Galadriel enters, and the Orc charges her; but Galadriel raises her hand, and the orc is killed by an explosion. Galadriel picks up Gandalf, and carries him through the ruins. Sauron’s voice speaks, and Galadriel stops.]

[Sauron:]
“Shre nazg golugranu kilmi-nudu”
[Subtitle: Three Rings for the Elven-kings under the sky.]
“Ombi kuzddurbagu gundum-ishi”
[Subtitle: Seven for the Dwarf-lords in their halls of stone.]

Galadriel
(completing the speech)
“Nine for mortal men doomed to die.”

Galadriel looks around as eight GHOSTS, or phantom warriors, become visible around her. As they approach, with swords and maces in hand, Galadriel stumbles backward onto the pedestal of a statue in a courtyard, with Gandalf in her lap.

[Sauron:]
“_ __” [Subtitle: You cannot fight the shadow. Even now you fade. One light alone in the darkness.]

[Galadriel:]
“I am not alone.”

[Elrond and Saruman enter: Elrond wielding his sword and Saruman his staff. The BLUE WIZARDS follow: they do not look quite alike, and each wears a different blue, but their costume is otherwise similar to that of Saruman, Gandalf, and Radagast. Each carries a staff.]

[Saruman:]
“Are you in need of assistance, my Lady?”

[Snarling, the ghosts confront them.]

[Elrond:]
(to the phantoms)
“You should have stayed dead.”

[Elrond, the Blues, and Saruman attack the ghosts. Saruman throws a ghost off a cliff, but it comes back up the cliff and rejoins the fight. The Council fight on, and hold their own. Periodically, some of the Wizards change into towering shapes of light, and throw lightning and smokeless white flames at the ghosts; then shrink into their usual forms. The ghosts, when this happens, retreat momentarily and return to the fight.
[Galadriel:]
“Mithrandir, come back.”

[Galadriel kisses Gandalf’s brow. He wakes, gasping.]

[Gandalf:]
“He is here.”

[Galadriel:]
“Yes: the darkness has returned.”

[As the others fight, Radagast enters on his rabbit-drawn sleigh.]

[Radagast:]
“GANDALF! Gandalf, climb on!”

[Galadriel:]
“He is weak. He cannot remain here; it is draining his life.”

[With Galadriel’s help, Gandalf mounts the sleigh, and Radagast prepares to leave.]

[Galadriel:]
“Go! Quickly!”

Gandalf grabs Galadriel’s arm.

[Gandalf:]
(hoarsely)
“Come with me, my Lady.”

[Galadriel looks at him sadly, then pulls her arm free. Her skin becomes white and her entire form, luminous. She turns to face the enemy. As Radagast and Gandalf ride off, Elrond, the two Blue Wizards, and Saruman conquer all the ghosts. The wind picks up, and a nearby tower explodes. In its place appears Sauron’s giant fiery ‘eye’. Elrond and the wizards flinch.]

[Sauron:]
“_ _ _” [Subtitle: It has begun. The East will fall. So shall the Kingdom of Angmar rise.]

The pupil of the fiery ‘eye’ expands to reveal Sauron, costumed as before, flanked by the eight phantoms.

[Sauron:]
“_ _ _” [Subtitle: The time of the Elves is over. The Age of the Orc has come.]

As the ghosts raise their weapons, the Council prepare to fight; Galadriel rises, glowing with a green light and surrounded by winds only she can feel. She raises her hand, in which a crystal flask emits a light, and the ghosts are blasted by it and fall.

[Galadriel:]
(in a thunderous voice)
“YOU HAVE NO POWER HERE, SERVANT OF MORGOTH!”

[The fire and the phantoms disappear, leaving Sauron alone. Sauron is chanting as well.]
[Galadriel:]
“YOU ARE NAMELESS, FACELESS, FORMLESS!”

[Sauron keeps flashing fire and chanting, while Elrond and the wizards raise their hands to shield themselves.]
[Galadriel:]
“GO BACK TO THE VOID WHENCE YOU CAME!”

[Her power extinguishes the flames and throws Sauron into the sky. Galadriel’s aura disappears, and she staggers; Elrond catches her. Sauron can be seen flying toward the horizon, presumably to land in Mordor. Gandalf and Radagast stop to look; by now, Gandalf is restored to health.]

[Elrond:]
“Dandollen hon.”
[Subtitle: 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. The 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 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.”

[The others depart, and Saruman turns to pursue Sauron.]

EXT. RHOSGOBEL;–– EVENING.
[Gandalf and Radagast arrive at Rhosgobel; Gandalf, with a new staff in hand, turns to go.

[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.”

 

[1977:]
EXT. LONELY MOUNTAIN;–– EVENING.
Thorin and Company approach the Main Gate, through which the River Running emerges from a fountain.

BILBO
That smell! I've not smelled dragon before.

BALIN
All the halls within, must be filled with his foul reek.

Both are holding their noses.

EXT. MOUNTAINSIDE;–– EVENING.
Dwarves and hobbit follow path after path, in search of the side-door.

BILBO
(narrating)
And while Smaug slept inside, we spent our days searching for the elusive secret door.

EXT. LONELY MOUNTAIN;–– EVENING.
Bilbo sits beside the secret door, writing.

BILBO
(narrating)
And so, Gandalf, while I wait, I inscribe the final pages of your log. My only companion is an annoying bird, cracking snails.

His attention, and ours, is drawn to the THRUSH, who stands on a small rock, breaking snail-shells upon it.

ELROND'S VOICE
"Stand by the gray stone when the thrush knocks, and the last light of the setting sun will shine upon the keyhole."

A beam of light shines between two rocks, and disturbs the Thrush.

BILBO
(to the dwarves)
Oh, my goodness! Wake up! Wake up! It's happening!

The dwarves gather around the door. Ethereal music plays.

DORI
By thunder!

BALIN
There it is!

Illuminated, the key-hole becomes visible on the wall. Dwarves and hobbit gather around it, awestruck and joyous.

BILBO
Thorin, before it's gone again, use your key!

Thorin does so, and the door slides open.

BALIN
Well, here we are.

DWALIN
But what now?

THORIN
Now, is the time for our esteemed Mr. Baggins to perform the service, for which he was included in our company. You must earn your reward. We do have a contract.

BILBO
You think it's my job to go in first?! I've already gotten you out of two messes not in the original bargain! And who will come with me? Any of you?
No answer.
I see.

THORIN
Well, you are the burglar. Go down and;–– burgle something.

BILBO
Very well. I won't refuse.

THORIN
Good luck.

BILBO
Thank you. I've begun to trust my luck more than in the old days.

Chapter Text

INT. THE SIDE-DOOR;––EVENING.
Bilbo, accompanied by the thrush, slowly goes from stage-right to stage-left. Both are surrounded by darkness, until the phrase 'feel the worm's heat', when the door before them becomes visible, illuminated by the dragon's own light.

BILBO
(to himself)
Now you're in for it at last, Bilbo Baggins. Why are you here? You've no use for dragon-treasures! Feel the worm's heat, Mr. Baggins? A few more steps and you shall see the old dragon Smaug at last. You can still turn back, you know. But to go on, to take those steps: that would be the bravest of all moments. Whatever happens afterwards is nothing. Yes, here is where you fight your real battle, Mr. Bilbo Baggins. Do you go back?

(Pauses. The Minstrel's voice sings: 'It's time you stopped thinking, and wasting the day).

BILBO
(to himself)
No!

A THUNDEROUS GURGLING fills the air; it is the SNORES OF SMAUG. Bilbo GULPS, hesitates, and enters the great hall.

INT. THE GREAT HALL OF EREBOR;–– NIGHT.
A vast, partly darkened stone chamber: too high to see, and full of treasure. Heaps of gold and jewels; of bejewelled swords and ceremonial armor; of shields, spears, swords, maces, axes, etc., decorated with gold and silver; of ceremonial vessels; of necklaces, rings, and medallions; of huge vases full of coins and diadems et al., fill the room. Smaug lies on the top of the central pile; he is luminous, and illuminates the hall. When Bilbo enters, Smaug wakes: twin searchlight-like beams of light shine from his eyes, and reveal the direction of his gaze, throughout the following dialogue.

 

SMAUG
Well, thief! I smell you; feel your air. I hear your breath. Come along! Help yourself. There's plenty, and to spare.

BILBO
No, thank you, O Smaug the Magnificent! I did not come for presents. I only wish to have a look at you, and see if you are truly as great as tales say. I did not believe them.

SMAUG
Do you now?

BILBO
They fall utterly short of the reality, O Smaug the Chiefest and Greatest of Calamities!

SMAUG
You have nice manners, for a thief (and a liar). You know me; but I don't remember smelling you before. Who are you and where do you come from?

BILBO
I come from under the Hill; and under the hill and over the hills my paths led, and through the air! I am he that walks unseen.

SMAUG
You make riddles? What is your name?

BILBO
I am the lucky number, the web-cutter, the spider-stinger...

SMAUG
(scoffing)
Lovely titles!

BILBO
I am he that drowns his friends and draws them alive again from the water. I am the guest of eagles, the ring-winner and luck-wearer, the clue-finder and the barrel-rider.

SMAUG
“Barrel-rider”, eh? Then I have guessed your riddle! You are one of those miserable, tub-thumping Lake-men! You and your town shall pay dearly for this intrusion!
(roars and salivates).
So the Lake-men would steal my treasure!

BILBO
(hastily)
Wait! You don't know everything. Not gold alone brought me hither.

SMAUG
Be done with your riddles! What else brought you, Lake-man?
(roars and salivates)

BILBO
Revenge!

SMAUG
Revenge?

[2000s:]
BILBO
Surely, O Smaug the Unassessably Wealthy, you realize, your success has made you some bitter enemies?

[1977:]
Smaug laughs; Bilbo cowers.

SMAUG
Revenge? Revenge! The King Under the Mountain is dead, and where are his kin that dare seek revenge?! Girion Lord of Dale is dead, and where are his sons' sons that dare approach me?! I laid low the warriors of old, and their like is not in the world to-day. I am Smaug! I kill what I wish! I am strong...
(stamps his hind feet; gold and gems go flying).
...strong...
(stamps again; gold and gems go still higher)
...strong!
(stamps a third time; gold and gems go higher yet. Our view plays over Smaug's scaly hide, and over each body-part as he names it.)
My armor is like tenfold shields; my teeth are like swords; my claws, spears; the shock of my tail, a thunderbolt!
(strikes wall; stones leap and fall).
My wings, a hurricane!
(beats his wings; Bilbo leans backward, and the Thrush is blown aside.)
And my breath;––death!
(blows fire; some gold and suits of armor are melted).
Well?! Where are your riddles, now?!

BILBO
Very, very impressive. However, I have always understood that dragons were… soft, underneath. Vulnerable! Especially in the region of the chest.

SMAUG
You have heard wrong! I am armored both above, and below.

BILBO
Well, I don't know about that.

SMAUG
(scoffing)
“You don't know about that". I shall show you!

Rolls onto his back and displays his massive chest, encrusted with gems and metals.

SMAUG
Look! What do you say to this? Rare and wonderful, ah?

BILBO
Dazzling! Marvelous! Perfect! Flawless! Staggering! Magnificent;–– Old fool! There's a patch in the hollow of your left breast, just as bare as a snail out of its shell.

The Thrush nods.

SMAUG
(not hearing properly)
Eh? What's that? More riddles?

BILBO
No, my riddling is done. I really must not detain Your Magnificence any longer. Sorry you could not find me, but a fine burglar takes expert catching.

(shows Smaug a chalice he has stolen).

SMAUG
Burglar?
(sees the cup, and roars).
Thief! Fire! Murderer!

Bilbo and the Thrush hasten back to his friends, and Smaug blows fire after them.

EXT. AT THE SECRET DOOR;–– NIGHT.
Thorin and Company stand about the door, arguing.

DORI
We should have gone with him!

THORIN
To be roasted alive?

BALIN
It's the burglar!

DORI
Three cheers for good old Bilbo!

BILBO
Thank you! But I'd appreciate a more pragmatic salute. In other words: extinguish me!

Runs about, with his cloak smoking. Thorin smothers it with a blanket.

THORIN
There we go! There we go! Always glad to help a friend.

BILBO
I can't tell you how grateful I am.

THORIN
Never mind that! What did you burgle?

BILBO
(presents the cup)
This!

The dwarves admire the cup; but the Mountain is shaken by a terrible clamour, and a fiery light appears in the background.

DWARVES
What's that? Earthquake?

[2000s:]
[Balin:]
“That, my lad;–– was a dragon.”

[1977:]
With a TERRIBLE ROAR, Smaug emerges from the Main Gate, and circles the mountain.

BILBO
Into the secret passage! It's our only chance!

Smaug flies overhead, blowing fire at intervals.

SMAUG
Barrel-rider! Thieving Lake-man! Your people shall feel my vengeance!

He smites the mountain-side, and the secret door is filled with boulders: too high for dwarves or hobbit to climb.

BILBO
The Lake-people are doomed! unless...

The Thrush enters.

BILBO
Yes, you! You are a mere thrush; and yet so much more. You have seen Smaug! You know his vulnerable spot! Go now, to Lake-town. There is a guardsman, Bard. Tell him!

The Thrush exits.

Chapter Text

EXT. LAKE-TOWN;–– NIGHT.
Bard and a SECOND GUARD stand at the edge of the platform on which the town is built, overlooking the water. A sharp wind ruffles their clothes and makes waves.

BARD
This breeze is strangely warm for autumn.

SECOND GUARD
Bard! What's that?

Points at an approaching zigzag of fire.

BARD
The dragon is coming! (or I'm a fool!) Cut the bridges! To arms! To arms!

Windows open all over Lake-town, and the people come out to see. They cry out confirmations.

CITIZEN #2
The dragon!

GREYBEARD #1
Old Smaug!

GREYBEARD #2
Awake after all these years!

CITIZEN #3
The dragon is coming!

Smaug approaches the town.

[2000s:]
Smaug soars high, then turns and dives. As he nears the town, he sets it aflame. People scream and fall. Smaug blows fire over another section of the town; a man, on fire, falls out of his house, into the water.

[1977:]
Smaug descends again.

BARD
Ready? As he passes over...

(Smaug does so.)

BARD
Arrows!

Smaug draws up his chest, and the arrows break against his diamond waistcoat.

BARD
Stand your ground. Rearm!

Smaug blows still more fire at the town, until every building is in flames.

All the archers, except Bard himself, have fled after Smaug's third passage. The Thrush approaches Bard.

BARD
Away, fool bird; away!

The thrush remains.

BARD
(curious)
You speak?

The thrush whispers into his ear.

BARD
Eh? Bilbo Baggins? He found what?! Yes! Yes, I'll look!

(releases his penultimate arrow; sees Smaug's weak spot).

BARD
Oho! You speak the truth, Old Thrush!

(seizes his last and longest arrow from the stook).

BARD
Black arrow, you've never failed me, and I've always recovered you! I had you from my father and he from of old! If you ever came from the forges of the true King Under the Mountain;–– go now, and speed well!

Bard looses the arrow, which pierces Smaug’s weak spot. Smaug releases a TERRIBLE ROAR and plunges into the Lake; and the town sinks behind him.

[2000s:]
EXT. LONG LAKE;–– DAY.
The sun rises, as the people of Lake-town emerge from the Lake itself, waterlogged and bedraggled. People are screaming and crying, and some of the wooden things are on fire. There are dead bodies and various flotsam washed up on the shore. ALFRID comes crawling out of the water: he is a short, broad-shouldered, dishonest-looking man of middle years, rather dissipated by the soft living evident in his rich and fur-trimmed robe.

[Alfrid:]
“Will somebody help me? HELP!”

[He clambers over a dead body, only to realize it is still alive. Alfrid rolls over him into the water, screaming.]

[Alfrid:]
“HELP!”

Meanwhile, the survivors are supporting each other and salvaging supplies. One woman in particular hurries about, handing out blankets.

[Brusque Woman:]
“These are dry. You need them.”

[Man:]
“Thank you.”

[Alfrid pushes to the front of the crowd.]

[Alfrid:]
“Oi! Give me one of them! I’ll catch my death in this cold!”

[Brusque Woman:]
“Oh, find your own! You’re not in charge now, Alfrid Blackspell!”

[Alfrid:]
“That is where you are wrong. In absence of the Master, the power cedes to his deputy, which in this instance is my good self. Now give me that blanket!”

[He grabs the blanket; she pulls it back. They tug over it, still arguing.]

[Brusque Woman:]
“Master’s deputy? Don’t make me laugh.”

[She pulls the blanket away and hits Alfrid with it.]

[Brusque Woman:]
“You’re a sneak-thief, more like. I’ll be dead, before I answer to the likes of you!”

[As she turns away, Alfrid grabs her.]

[Alfrid:]
“Maybe that can be arranged!”

Alfrid raises his hand to strike her; Bard enters, and stops him.

[Bard:]
“I wouldn’t go turning on your own, Alfrid. Not now!”

Bard spins Alfrid around, and Alfrid trips and falls over the outstretched foot of BAIN, the son of Bard. Bain and the Brusque Woman smile. SIGRID and TILDA (Bard's daughters) emerge from among the crowd, and Bard embraces them.

[Bard:]
“It’s alright.”

PERCY (who used to check the papers of boats entering town), steps out of the crowd.

[Percy:]
“It was Bard! He killed the dragon! I saw it with my own eyes. He brought the beast down. He shot him dead, with a black arrow.”

[The people begin cheering for Bard.

[Various Townspeople:]
“You saved us all! Thank you.”

[Alfrid raises Bard’s arm, and cheers for him.]

[Alfrid:]
“ALL HAIL TO THE DRAGONSLAYER! ALL HAIL KING BARD!”

[The people grow silent, and Bard yanks his hand free. Alfrid, still with his own hand lifted, speaks to the crowd.]

[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 looks around.]

[Bard:]
(addressing all)
“WHERE IS HE? WHERE’S THE MASTER?”

[Brusque Woman:]
“Halfway down the River;–– with all our coin, I don’t doubt. You would know!”

[She points at Alfrid.]

[Brusque Woman:]
“You helped him empty the treasury.”

[Alfrid:]
“No - I tried to stop him.”

[Alfrid addresses all the people, who shout ad lib, calling him a traitor and a mongrel. Alfrid hides behind Bard.]

[Alfrid:]
“I pleaded. I pleaded. I said, ‘Master, NO!’”

[As the people continue to yell abuse at him, Alfrid looks terrified.]

[Alfrid:]
“Think of the children.”

[Alfrid grabs Tilda and holds her in front of him.]

[Alfrid:]
“Will nobody think of the children?!”

[Tilda stamps on Alfrid’s foot, and he drops her.]

[Man:]
“To the tree with you!”

[Several men grab Alfrid and prepare to hang him. He screams. Bard stops them.]

[Bard:]
“Enough! Let him go! Let him go!”

[The people quieten and let Alfrid fall. Bard turns about, addressing them all.]

[Bard:]
“Look around you! Have you not had your fill of death?”

[Alfrid pops up.]

[Alfrid:]
“Aye.”

[Bard pushes him back down, and addresses the others.]

[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.”

[Bard turns and passes through the crowd.]

[Brusque Woman:]
“What then? What do we do then?”

[Bard:]
“We find shelter.”

[The townspeople follow him.]

Chapter Text

INT. LONELY MOUNTAIN;–– DAY.
The dwarves comb through the piles of treasure, searching for the Arkenstone: the emblem of the dynasty. Thorin watches; he is dressed in royal robes, and wears a golden coronet.
[Thorin:]
“Any sign of it?!”

[Dwalin:]
“Nothing yet.”

[Nori:]
“Nothing here.”

[Thorin:]
“Keep searching!”

[Oin:]
“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!”

Bilbo looks uncomfortable. Thorin gazes at a gap above the throne, where the Arkenstone had been inlaid before the coming of Smaug. He speaks to Balin, Dwalin, and Bilbo.

[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 is 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?!”
 
[As Thorin turns away, Balin, Dwalin, and Bilbo look uneasy.]
 
[Thorin:]
“Know this: If anyone should find it and withhold it from me, I will be avenged.”
 
[As Thorin walks away, Bilbo looks disgruntled.] 

INT. THE LONELY MOUNTAIN;–– DAY. 
Balin is in a corner, breathing deeply as if he had just been weeping. Bilbo enters.
 
[Balin:]
“Dragon-sickness; I’ve seen it before: that look; that terrible need. It is a fierce and jealous love, Bilbo. It sent his grandfather mad.”
 
[Bilbo:]
“Balin, if Thorin had the Arkenstone...” 

Balin looks surprised.

[Bilbo:]
“...if it was found: Would it help?”
 
[Balin:]
“That stone crowns all. It is the summit of this great wealth, bestowing power upon he who bears it. Will it stay his madness? No, lad; I fear it would make it worse. Perhaps it is best it remains lost.”
  
INT. ELSEWHERE IN THE LONELY MOUNTAIN;–– DAY. 
Later that day, Bilbo is sitting on a bench in a hall. He reaches into his coat pocket and pulls something out. Thorin enters.]
 
[Thorin:]
“What is that?!” 

[Bilbo rises.] 

[Thorin:]
“In your hand!”
 
[Bilbo:]
“It’s nothing.”
 
[Thorin:]
“Show me.”
 
[Bilbo opens his hand, and reveals an acorn.]
 
[Bilbo:]
“I picked it up in Beorn’s garden.”
 
[Thorin:]
“You’ve carried it all this way.”
 
[Bilbo:]
“I’m going to plant it in my garden, in Bag End.”
 
[Thorin smiles fondly at Bilbo.]

[Thorin:]
“That’s a poor price to take back to the Shire.”
 
[Bilbo:]
“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.”
 
[They smile.] 

[Bilbo:]
“Thorin, I...”

[Dwalin interrupts.]
[Dwalin:]
“Thorin, survivors! from Lake-town. They are streaming into Dale. There’s hundreds of them.”
 
Thorin’s smile fades into a stern look.
 
[Thorin:]
“Call everyone to the gate.”
 
[Thorin strides off, shouting.] 

[Thorin:]
“TO THE GATE! NOW!”

EXT. DALE;–– EVENING.
[The Lake-people walk into the ruins of Dale, and look about for intact buildings.

[Bard:]
“Come on, keep moving.”

[Alfrid:]
“SIRE! Sire! Up here!”

[Bard looks up to see Alfrid on one of the city walls. Bard joins him.]

[Alfrid:]
“Look sire, the braziers are lit.”

[They see giant braziers full of fire at the gates of Erebor.]

[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:]
“You shouldn’t worry, Alfrid. There’s gold enough in that mountain for all.”

[Bard calls to the people.]

[Bard:]
“Make camp here tonight. Find what shelter you can. Get some fires going. Alfrid, you take the night watch.”

[Alfrid looks sourly at Bard and stomps off; Bard looks at the Mountain, uneasy.] 

INT. LONELY MOUNTAIN;–– DAY.
[The dwarves build a dry-stone wall across the Main Gate: both by hand and with the help of pulleys and other machines.]

[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 their hardship. Those who have lived through dragon-fire should rejoice. They have much to be grateful for.”

[Thorin looks out at the ruins of Dale, where many campfires can be seen. He turns to his dwarves.]

[Thorin:]
“More stone! BRING MORE STONE TO THE GATE!”

[Bilbo looks on in despair.]

EXT. THE RUINS OF DALE;–– NIGHT.
Scattered about the streets and among burnt and disembowelled houses, the healthy tend to the wounded. Infants can be heard crying.]

[First Man:]
“These children are starving! We need food!”
 
[Second Man:]
“We won’t last three days!”
 
[Percy:]
“Bard, we don’t have enough.”
 
[Bard:]
“Do want you can, Percy”.
 
[Woman:]
“We need more water.”
 
[Bard:]
“The children, the wounded, and the women come first.”
 
[Bard approaches a sleeping Alfrid, who wakes as Bard speaks.]
 
[Bard:]
“Morning, Alfrid. What news from the night watch?”
 
[Alfrid:]
“All quiet, sire, I must report. Nothing gets past me.”
 
[Yawning, he follows Bard outside, only to find Bard stopped in the doorway.] 

[Bard:]
“Nothing, except an army of elves, it would seem.”
 
[Outside, the courtyard is full of wood-elves in full armor, in perfectly ordered lines. The people of Lake-town emerge from their buildings and gaze in wonder. Bard approaches the elves, and they step back in unison, to make a pathway for Bard. On the other side of the formation, King Thranduil rides up to Bard on a megaloceros, and all the elves turn to him.] 

[Bard:]
“My lord Thranduil; we did not look to see you here.”
 
[Thranduil:]
“I heard you needed aid.”
 
[Thranduil indicates a wagon laden with food and drink. The people of Lake-town smile and cheer, and unload the cart, with the elves’ help. Bard approaches Thranduil.]

[Bard:]
“You have saved us! I do not how to thank you.”
 
[Thranduil:]
“Your gratitude is misplaced. I did not come on your behalf. I came to reclaim something of mine.”

[DIALOGUE-FLASHBACK - START]

[Thranduil:]
There are gems in the mountain that I too desire. White gems of pure starlight.

[DIALOGUE-FLASHBACK - END]

INT. THE LONELY MOUNTAIN––DAY.
Thorin handles a string of white gems: the same of which the elven-king has spoken.

[Thorin:]
“The white gems of Lasgalen. I know an Elf-Lord who would pay a pretty price for these.”

[Thorin tosses the necklace into a pile of jewels.]

EXT. DALE;–– DAY.
Thranduil watches his troops march out of Dale. Bard follows him.

[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 a 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!”

INT. THE LONELY MOUNTAIN;–– DAY. 
[In the open ground between the city proper and the Front Gate, Thorin advances on the barricade, calling the other dwarves.]
 
[Thorin:]
“Come on!”
 
[The dwarves lay down their tools, pick up their weapons, and follow him up the stairs built into the barricade, to a platform at the top thereof, from which they (and the viewer) can see the plain in front of the gate, and the walls of Dale filled with Elves ready for war. Bard rides up the path to the gate on a horse, and stops in front of the gate.]

[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 hold?”
 
[Thorin:]
“Perhaps because I am 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 nods, and proceeds down the stairs. Bard dismounts his horse and crosses the bridge to the gate. As he approaches the blockade, a raven (possibly ROAC or one of his sons) flies out of the opening above the gate and wings away, CAWING. Bard sees a hole built into the blockade, and Thorin strides up to the other end of the hole.] 

[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 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:]
“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 Dragonslayer: Why should I honor such terms?”
 
[Bard:]
“Because you gave us your word. Does that mean nothing?”
 
[Thorin turns from the hole, out of Bard’s view. He leans against the blockade and looks weary. He looks at the other dwarves and Bilbo, and shouts back to Bard.]

[Thorin:]
“Be gone, ere our arrows fly!”
 
[Bard slaps the rock, then mounts his horse and rides back to Dale. The company watches him go from the top of the barricade.]
 
[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. And not to mention several hundred angry fishermen. We are, in fact, out-numbered.”
 
[Thorin turns to look at Bilbo, smiling.]

[Thorin:]
“Not for much longer.”
 
[Bilbo:]
“What does that mean?”
 
[Thorin:]
“It means, Master Baggins, you should never underestimate dwarves.”
 
[Thorin turns to the others.] 

[Thorin:]
“We have reclaimed Erebor; now we defend it!”
 
[Thorin descends the steps. Bilbo and Balin look distressed.]
 
EXT. OUTSIDE THE LONELY MOUNTAIN;–– DAY.
[Bard rides back to the gates of Dale, where Thranduil is waiting on his megaloceros.]
 
[Bard:]
“He will give us nothing.”
 
[Thranduil:]
“Such a pity. Still, you tried.”
 
[Bard:]
“I do not understand! Why? Why would he risk war?”
 
[They look back at the Mountain, to see the dwarves dislodge the head of one of the colossal statues outside, causing it to fall and break the bridge to the gate.]
 
[Thranduil:]
“It is fruitless to reason with them; they understand only one thing.”
 [draws his sword and gazes at it.]
“We attack at dawn! Are you with us?”
 
[Thranduil rides away; Bard looks over his shoulder at Erebor, and follows.]

Chapter Text

EXT. THE RUINS OF DALE;–– DAY. 
Bard and the Lake-people are distributing weapons and armor.

 

INT. THE LONELY MOUNTAIN;–– DAY. 
In Erebor, the dwarves do the same. As Bilbo walks by, Thorin calls him.]
 
[Thorin:]
“Master Baggins, come here!”

[Bilbo comes up, and sees Thorin holding a corselet of white mail.]

[Thorin:]
“You are going to need this. Put it on.”

[Bilbo removes his jacket.]

[Thorin:]
“This vest is made of silver-steel: “Mithril”, it was called by my forebears.”

[Thorin holds it up, so Bilbo can slide into it.]

[Thorin:]
“No blade can pierce it.”

[Bilbo finishes putting it on, then looks at himself; the dwarves watch.]

[Bilbo:]
“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.

[1977:]
[Thorin:]
That armor was forged in the foundries of my grandfather. Wear it proudly, and it will carry you to victory!

BILBO
Confusticate and bebother victory! My only hope is to be taken prisoner as quickly as possible.

THORIN
Those are the words of a coward!

BILBO
The coward who flushed out Smaug? The coward who saved you time and time again? The coward who always went forward, while you cringed behind?

THORIN
You don't see us cringing now, do you?!

BILBO
This is madness! Fourteen against ten thousand! and yet you march off to certain destruction, as merrily as if you were on your way to another tea-party.

THORIN
Your kind will never understand war, hobbit! This is war. War!

[2000s:]
EXT. OUTSIDE EREBOR;–– DAY.Gandalf is meeting with Bard and Thranduil in a tent.

[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. And 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.”

As Gandalf talks, they exit the tent, and look up at the gates of Erebor.

[Gandalf:]
“This is the gateway to reclaiming the lands of Angmar in the north. If that fell kingdom should rise again, Rivendell, Lothlorien, the Shire, even Gondor itself will fall!”

[Thranduil:]
“These orc armies you speak of, Mithrandir: Where are they?”

No answer. Gandalf approaches Bard.

[Gandalf:]
“You, Bowman! Do you agree with this? Is gold so important to you? Would you buy it with the blood of dwarves?!”

[As they speak, Bilbo sneaks past some of the Lake-town guards.]

[Bard:]
“It will not come to that. This is a fight they cannot win.”

[Bilbo enters.]

[Bilbo:]
“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!”
Bilbo smiles.

INT. THE ELVEN-KING'S PAVILION;–– DAY. 
Bilbo is presented to Thranduil.

[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:]
“Yes. Sorry about that.”

[Steps forward and puts a package on the table.]

[Bilbo:]
“I came to give you this.”

[He unwraps the package to reveal the Arkenstone: a huge, luminous white gem. Thranduil rises in surprise.]

[Thranduil:]
“The heart of the mountain! The King’s Jewel.”
 
[Bard:]
“And worth a king’s ransom. How is this yours to give?”
 
[Bilbo:]
“I took it as my fourteenth share of the treasure.”
 
[Gandalf smiles.]
 
[Bard:]
“Why would you do this? You owe us no loyalty.”
 
[Bilbo:]
“I’m not doing it for you. I know the dwarves can be obstinate and pigheaded and difficult, 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. Thorin values this stone above all else. In exchange for its return, I believe he will give you what you are owed. There will be no need for war!”
 
[Gandalf, Bard, and Thranduil look at each other.]
 

EXT. DALE;–– DAY.
[Gandalf leads Bilbo through Dale.]

[Gandalf:]
“Rest up tonight. You must leave on tomorrow.”
 
[Bilbo:]
“What?”
 
[Gandalf:]
“Get as far away from here as possible.”
 
[Bilbo:]
“I’m not leaving. 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 will do when he finds out what you’ve done.”
 
[Bilbo:]
“I’m not afraid of Thorin.”
 
[Gandalf:]
“But you should be! Don’t underestimate the evil of gold over which a serpent has long brooded. Dragon-sickness seeps into the hearts of all who come near this mountain.”
 
[Gandalf looks at Bilbo, and reconsiders.]
 
[Gandalf:]
“Almost all.”
 
[Gandalf sees Alfrid and calls to him.]
 
[Gandalf:]
“You there! Find this Hobbit a bed, and fill his belly with hot food. He has earned it.”
 
[Alfrid grudgingly leads Bilbo off-stage. As they go, Gandalf grabs Alfrid’s arm and whispers to him.]
 
[Gandalf:]
“Hey. Keep an eye on him. If he should try to leave, you will tell me.”
 
[Alfrid exits, cursing anyone who crosses his path].
 
[Alfrid:]
“Move it! Stupid…”
 

EXT. OUTSIDE THE LONELY MOUNTAIN;–– DAY. 
[Early the next morning, the plain in front of the Mountain is covered in legions of elves and men, armed for battle. The dwarves, also prepared, watch from the barricade.]

INT. THE RUINS OF DALE;–– DAY. 
[Alfrid comes to wake Bilbo, carrying a bowl of porridge.]
 
[Alfrid:]
“Wakey, Wakey, Hobbit. Up you...get.”
 
[He realizes Bilbo is not in the room where he had left him.]

Chapter Text

EXT. OUTSIDE THE LONELY MOUNTAIN;–– DAY.
[The elven army and survivors of Lake-town gather before the barricade. Thranduil and Bard ride together to the front. Atop the barricade, Thorin draws a bow and shoots an arrow at the ground before Thranduil and Bard, who halt.]

[Thorin:]
“I will put the next one between your eyes!”
 
[Thorin draws his bow again, and the dwarves on the wall cheer and brandish their weapons. Thranduil glares at Thorin, then tilts his own head; and in unison, the foremost ranks of Elves draw their bows, nock their arrows, and take aim at the dwarves. All dwarves but Thorin duck behind the ramparts. After a pause, Thranduil raises his hand, and the elves put away their arrows. Thorin still has his bow drawn.]
 
[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:]
“We have this.”
 
[Bard pulls out the Arkenstone. Thorin, shocked, lowers his bow.]
 
[Kili:]
“They have the Arkenstone? Thieves! How came you by the heirloom of our house? That stone belongs to the king!”
 
[Bard:]
“And 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:]
(whispers)
“They are taking us for fools. This is a ruse, a filthy lie.”
 
[Balin looks shocked.]
 
[Thorin:]
(shouting)
“THE ARKENSTONE IS IN THIS MOUNTAIN! IT IS A TRICK!”
 
Bilbo steps out from among the dwarves.
 
[Bilbo:]
“It’s no trick. The stone is real. I gave it to them.”
 
[The dwarves turn to Bilbo in shock.] 

[Thorin:]
“You?”
 
[Bilbo:]
“I took it as my fourteenth share.”
 
[Thorin:]
“You would steal from me?”
 
[Bilbo:]
“Steal 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?! Your claim! You have no claim over me, you miserable rat!”
 
[Throws down his bow and approaches Bilbo.]
 
[Bilbo:]
“I was going to give it to you. Many times I wanted to, but...”
 
[Thorin:]
“But what, thief?!”
 
[Bilbo:]
“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 other dwarves)
“Throw him from the rampart!”
 
[Bilbo looks shocked. No dwarf moves to obey. Thranduil and Bard look worried. Thorin is surprised.]

[Thorin:]
“DO YOU HEAR ME?!”
 
[Thorin grabs Fili’s arm, but Fili shakes him away.]
 
[Thorin:]
“I will do it myself!”
 
[He lunges forward and grabs Bilbo.]
 
[Thorin:]
“CURSE YOU!”
 
[Fili:]
“No!”
 
[The other dwarves leap forward, shouting, to restrain Thorin].

[Thorin:]
“Cursed be the Wizard that forced you on this Company!”

GANDALF
(thunderously)
'Thorin Oakenshield! 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 slowly releases Bilbo, and the other dwarves raise him to his feet.]

[Thorin:]
“Never again will I have dealings with wizards…”

[Bofur:]
(to Bilbo)
“Go.”

[Thorin:]
“Or Shire-rats!”

[Bilbo throws his rope over the wall and clambers down.]

[Bard:]
“Are we resolved? The return of the Arkenstone for what was promised.”

[Thorin looks to a ridge in the distance.]

[Bard:]
“Give us your answer! Will you have peace or war?”

[Thorin inclines his head; a raven flies up to the ramparts and whispers to him.]

[Thorin:]
“I will have war!”

[A RUMBLE is heard, and the armies look eastward, to see a phalanx of heavily armed dwarven infantry, in well-disciplined formation, equipped with lances twice their height, and enormous oblong shields: led by DAIN II IRONFOOT: a single dwarf riding a boar, ahead of the others' tight formation, with no weapons but a heavy ceremonial mace.]

[Gandalf:]
“Ironfoot.”

[Thorin's dwarves cheer.]

[Thranduil:]
“Ribo i thangail!”
[not translated onscreen: Rush the shield-fence!]

[Thranduil rides through his army to its head, as his Elves and the Lake-people turn from the gates of Erebor, to face the new dwarves. Gandalf walks with them, Bilbo rushing to keep up.]

[Bilbo:]
“Who is that? He doesn’t look very happy.”

[Gandalf:]
“It is Dain, lord of the Iron Hills: Thorin’s cousin.”

[Bilbo:]
“Are they alike?”

[Gandalf:]
“I have always found Thorin the more reasonable of the two.”

[The two armies halt a short distance apart, and Dain rides his boar ahead, to address the Elves and Men.]

[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, just sodding off?!”

[The townspeople step back, while the Elves draw their swords and step forward.]

[Dain:]
“All of you! right now!”

[Bard:]
“Stand fast!”

[Gandalf comes to the front.]

[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! Least of all, this faithless woodland sprite!”

[Indicates Thranduil.]

[Dain:]
“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!”

[Thranduil:]
“He’s clearly mad, like his cousin!”

[Dain:]
“You hear that, lads?!”

[He rejoins his army.]

[Dain:]
“Come on! Let’s give these ***** a good hammering!”

[A dwarf yells a command, and the Iron Hills dwarves raise their weapons and cheer. The Elves put their shield-and-spear bearers at the front of the army, with the archers behind. An OMINOUS RUMBLE is heard at the base of a spur of the mountain. The armies fall silent and turn thitherward. A high-pitched WHISTLING fills the air.]

[Gandalf:]
“Were-worms!”

[The whistling and rumbling rise in crescendo, and three WERE-WORMS, hundreds of feet long and dozens of feet thick, break through the spur. The human, elvish, and dwarven armies look on in shock. After a moment, the were-worms retreat into the tunnels. As the resulting dust clears, we see Azog and a few other Orcs atop a hill. Behind them are several furled banners.

[Azog:]
“_ _ _” [Subtitle: Come forth, my Armies!]

[Azog gives a sign, one of the banners opens, and a horn sounds. Legions of Orcs emerge from the were-worm tunnels.]

[Dain:]
“The hordes of hell are upon us! To battle! To battle, sons of Durin!”

[Dain and his army turn and charge the Orcs.]

[Fili:]
“I’m going over the wall! Who’s coming with me?”

The other dwarves cheer.

[Thorin:]
“Stand down!”

[Dwarves:]
“What?”

[Fili:]
“Are we to do nothing?”

[Thorin:]
(shouts)
“I said, STAND DOWN!”

[Thorin walks away, and the others look on in shock. Meanwhile, Dain and his dwarves charge the Orcs, but the Elves stay put. The dwarves are outnumbered.]

[Bilbo:]
“The elves, will they not fight?”

[Gandalf:]
“Thranduil! This is madness!”

The Iron Hills dwarves have stopped, and planted their shields in the soil at their feet, to form a solid wall, with their spears pointed outward between every two shields. As the Orcs reach the dwarves, the Elves leap over the shield-wall from behind, with their swords drawn, and rain blows on the Orcs. As the Elves press forward, the dwarvish shield-wall is raised and the dwarves charge, cutting down Orcs with their spears. Dain rides furiously through the Orcs, smashing them left and right with his mace. As the remaining elves advance, Gandalf and Bilbo are left standing.

[Bilbo:]
“Eh, Gandalf: Is this a good place to stand?”

[At the top of the hill, Azog commands his Orcs.]

[Azog:]
“_ _ _” [Subtitle: Send in the War Beasts!]

[The flags change their position. Gandalf, seeing the signal, looks at the tunnels; and we turn with him, to see re-enforcements of Orcs, trolls, white-skinned OGRES, and other monsters. Thranduil shouts to his troops; the Elves halt, and draw their bows.

[Azog:]
“_ _ _” [Subtitle: They cannot fight on two fronts. Now we make our move. Attack the city!]

[A horn sounds and the signal changes again, and another detachment of Orcs march for Dale.]

[Gandalf:]
“It’s Azog! he’s trying to cut us off”.

[Ogres, with catapults on their backs, march toward the city.]

[Bard:]
“All of you, fall back to Dale! Now!”

[Bard, the Lake-people, Gandalf, and Bilbo rush to the city]

[Gandalf:]
“To the city! Bilbo! This way!”

The ogres kneel upon a rise overlooking Dale, and the orcs wind up their catapults. At a signal from an orc officer, the catapults are released, and the stone missiles knock down the towers. Bard, at the front of his army, rides across a bridge into Dale, and the Orc army approach the wall from another direction. An ogre with a stone ram strapped to his head charges the wall and smashes into it, headfirst; the wall breaks, and the ogre falls senseless. The orcs behind him rush into the city through the breach, entering the houses and killing whatever people they find.

As more and more orcs and trolls enter the city, Thranduil rides his elk into their midst. As he crosses, his elk tramples several orcs; then lowers its antlers and catches five orcs at a time, which it raises, so Thranduil can behead them. As they continue into the city, the elk is killed by multiple Orc arrows. As it falls, Thranduil leaps clear and rolls up-right, to find himself surrounded by orcs, and begins fighting them, soon reinforced by his infantry.
In the city, the orcs have the upper hand. Azog watches from his hilltop.

[Azog:]
“_ _ _” [Subtitle: They cannot hold the city. The Dwarves are almost spent.]

[In front of Erebor, the Iron Hills dwarves are driven back by the orcs. Dain’s boar is killed.]

[Dain:]
“You buggers!”

[He fights on, afoot.]

[Dain:]
“Where’s Thorin?! We need him! Where is he?”

INT. EREBOR;–– DAY.
Behind the Front Gate, the dwarves of the Company sit with their backs to the barricade, looking sad. Enter Thorin, sword drawn: no longer dressed in his royal robes, but in a leather hauberk. Kili approaches him.

[Kili:]
“I will not hide behind a wall of stone, while others fight our battles for us!
It is not in my blood, Thorin.”

[They stop, face-to-face.]

[Thorin:]
“No, it is not. We are sons of Durin. And Durin’s folk do not flee from a fight.”

[Thorin lays his hand on Kili’s shoulder. Kili smiles at him through tears. They touch foreheads. Thorin turns to the other dwarves.]

[Thorin:]
“I have no right to ask this of any of you; but will you follow me one last time?”

[The dwarves raise their weapons.]

EXT. THE BATTLEFIELD;–– DAY
[Dain and his surviving dwarves set up a second shield-wall in front of the Gate; the orcs line up before them. Azog stops his flagmen from signalling.]

[Azog:]
“_ _ _” [Subtitle: Not yet! Wait…wait]

[Several armored trolls shoulder their way to the front of the Orc ranks.]

[Azog:]
“_ _ _” [Subtitle: Attack...now!]

[The flagmen sound their horn, and the orcs and trolls advance. Suddenly, another trumpet is heard; it is Bombur, atop the wall. The orcs halt. In Dale, Bilbo and Gandalf hear the sound too and look up.]

[Bilbo:]
“Thorin!”

[The barricade falls outward, and becomes a rough bridge across the moat. Thorin and his dwarves rush out, through the ranks of the Iron Hills dwarves; Azog looks on in shock. Dain calls to his troops.]

[Dain:]
“TO THE KING! TO THE KING!”

[Thorin:]
“Du Bekâr!”
[not translated onscreen: To arms!]”

[Thorin leads the way and all the dwarves form a wedge behind him, and smash their way through the orc ranks. The dwarves, with new vigour, vanquish the orcs. Bilbo and Gandalf look on from an abandoned causeway.]

[Bilbo:]
“The dwarves! They’re rallying!”

[Gandalf:]
“They are rallying to their king!”

[Bard speaks to his remaining men.]

[Bard:]
“Any men who want to give their last - follow me!”

[They charge through the city and assail the orcs.]

[1977:]
Overlooking the battlefield, Bilbo sits on a rock.

BILBO
A battle of four armies: 1, 2, 3;–– yes: 4!.

Thranduil, Thorin, and Bard stand shoulder-to-shoulder; all three wounded and dusty.

THRANDUIL
It is hopeless; the goblins are too powerful!

BARD
But we'll spill much of their blood before the day is finished!

GANDALF
(behind them)
Hold; all is not lost! The goblins have many enemies. Behold!

Points skyward, where an army of eagles are descending, with the Great Eagle at the head.

GANDALF
The Eagles!

BILBO
Five armies, now? Mr. Bilbo Baggins, enough is enough.

He slips on his ring, and hides behind the stone.

[2000s:]
Beorn leaps from the back of an eagle, becomes a bear, and attacks the goblins.

[1977:]
The battle is shown as a great cloud of dust, with melee on all sides. FADE OUT.

Chapter Text

EXT. THE BATTLEFIELD––DAY.
All is quiet: Bilbo, behind his rock, sees Bombur collapse before him; becomes visible; and hastens to his side.

BILBO
Bombur! You're hurt!

BOMBUR
I still live; and you?

BILBO
A slight crack on the head; out for hours! What happened?

BOMBUR
We;–– won.
(faints)

INT. THORIN'S TENT;–– DAY.
Thorin lies dying on his bed. Enter Gandalf and Bilbo at stage-left.

GANDALF
I have brought him.

THORIN
(to Bilbo)
Farewell, good thief. I wish to part in friendship, and take back my words at the gate.

BILBO
There are many words I would take back also.

THORIN
And does it take this, to make us see each other?

[2000s:]

[Bilbo:]
“No, no; I’m glad to have shared in all your perils, Thorin: each and every one of them. And it’s far more than any Baggins deserves.”

[1977]:

THORIN
Hush. You are no coward, my friend. I am sorry I so named you.

BILBO
This is not important.

THORIN
And I was wrong! You did understand war; it was I, who did not. (groans). Until now.

BILBO
Farewell, King Under the Mountain.

THORIN
Child of the kindly West, I have come to know: if more of us valued your ways; food and cheer above hoarded gold, it would be a merrier world. But sad or merry, I must leave it now. Farewell.

(he dies).

BILBO
(with tears in his eyes)
Farewell, Thorin.

(two dwarves cover Thorin's head with his bedsheet, and lay Orcrist on his chest.
FADE OUT.)

[2000s:]
EXT. GATES OF EREBOR;–– DAY.
Bilbo and Balin walk out of the gates; Bilbo is wearing his pack.

BALIN
“There is to be a great feast tonight. Songs will be song, 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...to me...he was…”

[Bilbo trails off, and Balin smiles fondly.]

[Bilbo:]
“Well, I think I’ll slip quietly away. Will you tell the others I said good-bye?”

[Balin:]
“You can tell them yourself.”

Bilbo looks back, and smiles as he sees the other dwarves of the Company, shoulder-to-shoulder in the gateway.

[Bilbo:]
“If any of you ever passing Bag End, tea is at four; there’s plenty of it. You are welcome anytime.”

[The dwarves bow to him. He begins to turn away, then turns back.]

[Bilbo:]
“Don’t bother knocking.”

The dwarves chuckle, and some wipe away tears. Bilbo, waving goodbye, walks to Gandalf, who is waiting with his horse and a pony for Bilbo. They ride toward the Shire, admiring the scenery as they go.

[1977:]
EXT. THE ROAD;–– DAY.
A bright, cloudless, sunlit afternoon. Bilbo walks beside a pack-mule laden with saddle-bags, and Gandalf beside him.

Gandalf:
'You take only two tiny bags of gold? Your share was greater!'.

Bilbo:
'It's all my pony could carry! And besides, it's more than I'll ever need'.

Gandalf
(ruminating)
'So, the prophecies of old have come true at last. Smaug is killed, and the goblins driven away; and Men begin to multiply, to prosper, and to build Civilization'.

Bilbo:
‘Prophecies'! Humph!

GANDALF
What?

BILBO
I had a hand in all that.

Gandalf:
Surely you don't disbelieve the prophecies, just because you had a hand in bringing them about, yourself? You don't suppose, do you, that all your adventures and escapes, were managed by mere Luck, just for your sole benefit? You're a very fine person, Mr. Baggins, and I am very fond of you; but you are only a little fellow, in a wide world, after all.

Bilbo:
Thank goodness!.

Chapter Text

EXT. BAG END;–– DAY.
Arrival in the Shire; enter Bilbo and his pack-mule. Gandalf is nowhere to be seen. As Bilbo walks up the path toward his house, he sees a crowd of hobbits passing in the opposite direction, carrying various articles of furniture.

[Bilbo:]
“Wait a minute! that’s my mother’s glory box. And that’s my dining chair! Ah! Put that pouf down! What is going on?!”

A hobbit with a wheelbarrow full of furniture stops to greet him.

[Hobbit:]
(cheerfully)
“Hello, Mister Bilbo! You’re not supposed to be here.”

[Bilbo:]
“What do you mean?”

[Hobbit:]
“On account of you being presumed dead and all.”

[Bilbo:]
“I am not dead! Presumed, or otherwise!”

Bilbo hurries up the hill toward Bag End, passing more and more hobbits carrying his things.

[Hobbit:]
“I’m not sure that’s permitted, Mister Bilbo!”

In front of Bag End, an AUCTIONEER is selling Bilbo’s possessions. A sign reads: “For sale, by auction. The effects and estate of the late Mr. Bilbo Baggins, Esq. 10 o’clock sharp, June the 22nd. Messrs Grubb, Grubb, and Burrowes. Registered Auctioneers'.

[Auctioneer:]
 “Twenty-one! Haha! Sold to Mrs. Bolger! Somewhere for Fatty to put his feet on, haha! [NEXT ITEM:] Do I have any bids for this? This is Shire-made. None of your dwarvish reproductions here. Our next bid…”

[Bilbo:]
“Stop! Stop! There’s been a mistake!”

Lobelia Sackville-Baggins:
“Who are you?”  

[Bilbo:]
“What do you mean, Who am I?! You know bloody well who I am, Lobelia Sackville-Baggins! This is my home! And those are my spoons. Thank you very much!”

[Bilbo takes back some spoons Lobelia has bought.]

[Auctioneer:]
 “This is most irregular. Excuse me, it’s been more than thirteen months since the disappearance. If you are, in fact, Bilbo Baggins and undeceased, can you prove it?”

[Bilbo:]
“What?!”

[Auctioneer:]
 “Oh, well, something official with your name on it would suffice.”

[Bilbo:]
“Alright! Right.”

[He pulls out the contract he signed to join Thorin’s company, and looks through it.]

[Bilbo:]
“There! A contract of employment as a… never mind as what.”

[He shows it to the auctioneer.]

[Bilbo:]
“There! My signature!”

[Auctioneer:]
 “Uh, certainly seems to be in order. Yes, seems there can be no doubt.”

[As the auctioneer is reading, Bilbo mounts the steps to his house.]

[Auctioneer:]
 “Who is this person you pledged your service to?”

[Bilbo pauses at the door.]

[Auctioneer:]
 “...Thorin Oakenshield.”

[Bilbo looks sad.]

[Bilbo:]
“He was my friend.”

Opening the door, Bilbo enters, to find his house a mess, with items strewn all across the floor. As he walks about, he finds a handkerchief with his initials. He looks up and smiles. Finding a picture of his mother on the floor, he puts it back on the wall next to the picture of his father; he straightens both. As he inspects his handiwork, he puts his hands in his waistcoat pockets, but pulls them out quickly when he feels his ring. He hesitates, pulls it out, and looks at it. CUT TO

INT. IBID.–– DAY.
A knock sounds at the door, and a much older Bilbo clutches the ring.

 

[Bilbo:]
“No, thank you! We don’t want any more visitors, well-wishers, or distant relations!”

[The voice of Gandalf is heard from outside.]

[Gandalf:]
“And what about very old friends?!”

[Bilbo smiles and opens the door. We hear him and Gandalf talking in the background as the camera pans to one of Bilbo’s maps, eventually centering on the Lonely Mountain.]

[Bilbo:]
“Gandalf?!”

[Gandalf:]
“Bilbo Baggins.”

[Bilbo:]
“My dear Gandalf!”

[Gandalf:]
“Good to see you. One hundred eleven years old: who’d believe it?"

[Bilbo:]
“Come on, come in! Welcome, welcome!”

Ending credits (of 2000s). The voice of LEONARD NIMOY singing a 'Ballad of Bilbo Baggins'.

LEONARD NIMOY
“In the middle of the earth in the land of the Shire
lives a brave little hobbit whom we all admire.
With his long wooden pipe,
and fuzzy, woolly toes,
he lives in a hobbit-hole and everybody knows him:

Bilbo (Bilbo)
Bilbo Baggins:
He's only three feet tall;
Bilbo (Bilbo)
Bilbo Baggins:
The bravest little hobbit of them all.

Now hobbits are peace-loving folks you know:
They're never in a hurry and they take things slow.
They don't like to travel away from home;
They just want to eat and be left alone.
But one day Bilbo was asked to go
on a big adventure to the caves below,
to help some dwarves get back their gold,
stolen by a dragon in the days of old.

Bilbo (Bilbo)
Bilbo Baggins:
He's only three feet tall;
Bilbo (Bilbo)
Bilbo Baggins:
The bravest little hobbit of them all.

Well, he fought with the goblins;
He battled a troll!!
He riddled with Gollum!!!
A magic ring he stole!!!
He was chased by wolves;
Lost in the forest;
Escaped in a barrel from the elf-king's halls!!!!!!!

Bilbo (Bilbo);
Bilbo Baggins,
The bravest little hobbit of them all!

Now he's back in his home in the land of the Shire,
that brave little hobbit whom we all admire,
just sitting on a treasure of silver and gold
puffing on his pipe in his hobbit-hole.

Bilbo (Bilbo)
Bilbo Baggins:
He's only three feet tall;
Bilbo (Bilbo)
Bilbo Baggins:
The bravest little hobbit of them all!”.

Chapter Text

Not quite so ancient: the author's posthumous writings, collected under the title of 'Silmarillion', suggest an early Cenozoic date: possibly in, or immediately after the last Ice Age.

Bilbo Baggins: The surname is typically English, and connotes precisely the 'kind, jolly, stupid' son-of-the-soil, such as we find throughout modern English literature; but a 'bilbo' is Early Modern English for a short sword.

Bag End: short probably for 'Baggins' End'; but David Day remarks, the name is a literal translation of 'cul de sac': "a phrase", says Day, "that belongs to no language", but indicates the end of a road.

the time of Middle-Earth: a meaningless phrase; 'middle-earth' is only a half-translation of the Norse 'Midgard' or 'Midgarth', which signified, the world of mortals. The character of 'Pippin', in 'The Return of the King', contrasts 'middle-earth and over-heaven and the sundering seas'.

Shire: after the name of several districts in the south of England, mostly of Saxon origin.

Hobbiton: literally, 'hobbit-town'.

Bree: a town of mixed population, half hobbit and half human, on the borders of the Shire: introduced in 'The Fellowship of the Ring'.

Gandalf means me: no explanation is given for this form of introduction; the name is elsewhere translated by the author as 'wand-elf', which is only a poetic circumlocution, after the Eddaic fashion, for 'Wizard'.

Old Took: Bilbo's maternal grandfather; evidently, to judge by his name, a person of some importance in the family, if no more than by virtue of his age. Of famous hobbits, only Bilbo lived to a greater.

Dwarves in Hobbiton: in later books, dwarves had traditionally been frequent passengers through the Shire, en route between their own cities.

Hair on his toes: the author tells us, hobbits 'wear no shoes, because their feet grow natural leathery soles and thick warm brown hair'.

Mirkwood: an anglicized form of 'Mirkvyd', the name of a perilous forest in Norse-German mythology.

Baggins, of Bag End!: in the book, we learn, the hobbits of the name of Baggins 'never had any adventures or did anything unexpected'.

Golf: hobbits are reputed, in this as in later books, for accuracy and skill in 'games of the aiming and throwing sort', though seldom at living targets.

Remember their names: in fact, the author never supplied their names. They were said to be incarnations of two immortals, called Alatar and Pallando; but the names they bore among mortals, have been lost.

Radagast: 'Road-guest'; the name of a Slavic deity.

Stolen: a recurrent theme in the author's work, is the image of the thief who steals from other thieves: Bilbo is one example, the trolls are another, Beren and Luthien are a third, the sons of Feanor yet another, Gollum (to obtain the ring) is another still, etc.

Goblin-wars: thematic in 'The Silmarillion', 'Beren & Luthien', 'Children of Hurin', 'Fall of Gondolin', & al.

Durin: legendary founder of dwarf civilization, and the name of several of his successors. Any or all of these Durins was the ancestor of Thorin, Dain, Fili & Kili, Balin & Dwalin, Oin & Gloin, & Dori, Nori, & Ori. The last of the dynasty was Durin VII, a descendant of Dain.

Thunder-battle: a collision of storm-fronts.

Goblins: originally, a name for any minor evil immortal, but applied in modern times to a particular genus: anthropoid, but deformed, and said to live underground, and live by raiding and war. The goblins in the 1977 film resemble the 'Oni' of Japanese art, while those in the 2000s films are essentially human, though grotesque. The author's own descriptions, though few and far between in the four famous books, suggest chimpanzees, or some form of australopithecus.

Against the rules: according to the book, 'the last question had not been a genuine riddle according to the ancient laws'; but there are folk-tales enough of a riddler asking, 'Whereof am I thinking?', or 'Who was this I saw?', et sim.

Orcs: alternative name for goblins; from the Roman 'Orcus', a god of the dead.

Beorn: 'Bear-man', or similar.

Azog: originally, his son Bolg; but in the films, the role of the son is given to the father.

Only one: Beorn, in the book, 'became a great chief', and the founder of another lineage.

Istari: the alternative name for the 'wizards' in the story.

Morgul blade: from the French 'mort', meaning 'Death', and the Arabic 'ghoul', meaning 'phantom' or 'monster'.

Sauron: one of the 'Evil Spirits' or 'Fallen Angels' of Tolkien's mythos; second only to Melkor/Morgoth, the god of evil in the 'Silmarillion'.

Witch-king of Angmar: chief among the phantom 'Ring-wraiths', who serve Sauron. Not seen until later books.

Mordor: 'Darkness', in the invented language of the elves.

Bruinen: 'Brimming': Elrond's river.

Found something: in 1977, as in the book, Gandalf guesses the truth much earlier; but these are perhaps the most evocative lines in the 2000s films, and therefore retained here.

Sun has shown: in the book, 'Sun has shone'; changed in the film, to rhyme with 'Sown'.

Mountains in the Moon: in Tolkien's 'Roverandom', the moon is an inhabited world.

Tauriel: not mentioned in the book, but identifiable with any of the elven sentries.

My wife: dwarves, in the author's notes, are not sexually dimorphic.

Hill of sorcery: nearly a literal translation.

We are legion: the filmmakers' reference to the legend in which the prophet Isa, in examining a case of multiple-personality disorder, received much the same answer from one of the alternate personalities. Isa, promptly, sacrificed a herd of hogs, to exorcise the disorder.

Erebor: the dwarven city in the Mountain.

His kin that dare seek revenge: the joke is on Smaug, of course; these are on his door-step, and the archer 'Bard' in Lake-town is a descendant of Girion lord of Dale.

Not in the world today: a recurrent idea in the author's work, and indeed in hero-tales generally.

Arkenstone: the 'crown jewel' of the treasure; another recurrent idea, as in 'Beren and Luthien'.

Megaloceras: 'Great Horn'; a species of elk of immense size and gigantic antlers; included here, perhaps, to re-enforce the idea of an Ice Age setting.

on which a serpent has long brooded: cf. the 'Volsung Saga'.

Roac: in the book, the chief of the ravens of the Mountain; traditionally the messengers of the dwarves.

Halfling: the alternate name for hobbits: a reference to their diminutive size.

Thorin's cousin: Dain is the son of Nain, the son of Gror, the brother of Thror, the father of Thrain, the father of Thorin.

More reasonable of the two: this line, not found in any book, is introduced in the film to raise anxiety in the viewer. In the original, Dain proved it wrong: rather than fight the other victors of the Battle of Five Armies, over the spoils of victory (as is usual in such alliances), he gave 1/14 of the treasure to the Lake-people, in exchange for the Arkenstone (entombed with Thorin), and the gems of Lasgalen, among other prizes, to the elven-king. Dain himself assumed the throne of the Kingdom under the Mountain, and remained a close ally of the rebuilt Dale and Lake-town, until his death in the War of the Ring.

Were-worms: possibly a reference to the 'Olgo-khorkoi' of Mongolia: a mythical intestinal parasite in quadrupeds. In the film, much exaggerated in size, power, and terror.

Ogres: similar to trolls, but larger and stronger. The filmmakers, naiively, portray them as pale, to suggest a nocturnal or subterranean life. But ogres, unlike trolls, are not vulnerable to sunlight.

Buggers: not inappropriate, insofar as it means almost the same as 'Goblin'.

Fatty: Mrs. Bolger's son. He would have been a child at the time of the story.

Lobelia Sackville-Baggins: one of Bilbo's least-liked relatives, who seems to have covetted Bag End since its origin at the hands of Bilbo's father, Mr. Bungo Baggins.

Spoons: in the books, he does not recover them all, but later gives Lobelia those he does recover, as a gift.

Prove it: the hobbits, of course, had never heard of Martin Guerre; but the Sackville-Bagginses, and others, 'never admitted the returned Baggins was genuine', until years later. When the rift in the family was at last mended, Lobelia lived to a ripe old age, among her other relations of the name of Bracegirdle of Harbottle; and we readers may be pleased to imagine her there, ordering everyone about until the end of her days, in the style of grandmothers and great-aunts everywhere.

Contract for employment: this has actually been parsed by solicitors and legal analysts. Even in a lay reading, the contract is revised a few times: Bilbo cites the Mirkwood misadventures as additional to it; Thorin declares it void at the gate, and re-instates it after the battle; Bilbo and Dain negotiate a replacement in the aftermath. Thus the 'original bargain' is never fulfilled; which is thematic, again, in the author's mythmaking.

Sitting on a treasure: the rumour spread, in later books, by Bilbo's neighbours; but his 'two small chests' might well have been worth more than their weight, in Shire currency.