The Hobbit (Film) Rewrite Treatment
I have structured the story into two parts, not three. There are major changes in both plot and character arcs, particularly in the second part. I've tried to bring more to the dwarf company, pushing the themes of travel, brotherhood and family, further.
The description of the scenes ranges from general to detailed (depending on whether the scene pre existed, or if I created. Sometimes I've added imagined dialogue.
Omitted characters:
Radagast
Saruman
Beorn
Legolas
Bard's children
Alfrid
Summary of key Character Arcs:
Bilbo and his Mother. Bilbo wants to fulfil not only his own, but his Mother's desires of travel. After the adventurous journey to Erebor and the final battle, he finally believes he has reached somewhere she would be proud of.
Bilbo and the company. Bilbo wants acceptance of the company (especially from Dwalin/Nori/Oin/Gloin who doubt him). He wins the company's respect by saving them from the Elves capture.
Bilbo and Thorin. The two compliment each other: Bilbo admires Thorins's strength, leadership, Thorin admire's Bilbo's innocence and purity.
First part - They appeal to each other from the beginning. But when Bilbo puts other dwarves lives at risk, Thorin has doubts. Their bond is later rekindled and strengthened when Bilbo saves the company from the Elves capture.
Second part - As Thorin gets closer to the treasure, he is overrun with greed. When Bilbo reveals he kept the Arkenstone from him, Thorin dismisses their friendship. They are rekindled one last time when Thorin realises he was in the wrong. Bilbo forgives Thorin before his death.
Thorin and Azog. Azog is Thorin's long time foe, representative of the entire orc threat. Thorin is in repetitive battle with Azog. He finally defeats him, only to die soon after himself.
Thorin and Fili/Kili. All have mutual respect for another. When Thorin becomes over run with greed, Kili and Fili defy Thorin's orders by fighting in Dain's army. They both die, triggering Thorin's redemption.
Kili and Fili. Fili wants to fulfil his fathers need to make his sons great warriors, but always felt shadowed by his brother. He succeeds in saving Kili's life, but dies in the process. Kili fights back in despair, dying also.
Dori and Ori. Ori wants to fend for himself, without Dori's constant help. In the end, Ori proves to Dori he does't need Dori's help, but still respects him.
The Dwarf company. After Thorin becomes ridden with greed and unloyal to Dain, some of the company want to fight, others want to obey Thorin. After the death of Kili and Fili, they all unite back together.
Thranduil and Tauriel. Tauriel wants to be independent, but Thranduil wants her to carry on the legacy. In the end, Thranduil accepts Tauriel's chosen direction when she follows Bard.
Tauriel and Bard. When Bard saves Tauriel life, she falls for him. When the admiration grows, she admits her love to him. Though Bard has respect for her, he isn't sure about inter-race romance. When Tauriel saves Bard's life, he embraces his feelings for her and they end up together.
Bard and the Master - Bard wants to become the Master, to rebuild a corrupt town. The Master is aware of this, but doesn't believe he is a threat. The townspeople realises how corrupt The Master is, and re elect Bard as the Master.
Part 1: An Unexpected Journey
Part 2: There and Back Again
Part 1: The Unexpected Journey
1. The voice over Middle aged Bilbo narrates.
Flashback: The history of the Dwarves in Erebor. Thorin's grandfather ruling, and becoming corrupt with greed. Smaug takes over takes Erebor. When called for help, the Elves don't help the Dwarves. Thorin goes into exile.
2. Mid flashback: Gandalf is in Hobbiton, meets Belladonna Took (Bilbo's Mother). Gandalf is surprised she is still in the Shire - he recalls how she always dreamed of travelling abroad. She explains her plans were put on hold - as she now has a son, Bilbo. Gandalf meets Bilbo as a toddler, establishing their early bond.
3. Present day: Middle aged Bilbo stops narrating. He sits at the bedside of Frodo, aged 7, who has fallen asleep. Bilbo smiles, and thinks back -
4. Transition to:
Young Adult Bilbo is shown working in Hobbiton, an ordinary job in the Vineyard. His work companions make fun of his clumsiness, and low ranking position.
5. While sitting outside BagEnd, Bilbo is visited by Gandalf. He re establishes their past meeting, and offers the chance of joining a company on an adventure. Bilbo declines.
6. Bilbo relaxes next to the fire reading and drinking tea. The 12 Dwarves show up at Bilbo's house, along with Gandalf. Fun and laughter ensues between the company. Thorin, the leader, makes a respected entrance.
7. Sitting around the dinner table, Thorin explains their plan of retrieving Erebor and their treasures. Half the company - especially Dwalin, Nori, Oin and Gloin, question Bilbo's ability, and if he's right for the company. Tension breaks between the group. Thorin quietens everyone and privately talks to Gandalf, who convinces Thorin that Bilbo is worthy. Thorin agrees. They offer Bilbo the contract, but he declines. The opposing dwarves are pleased. Thorin is disappointed.
8. In private, Gandalf reminds Bilbo that his Mother wanted to travel before he was born. Bilbo knows, but still declines. Gandalf leaves the room. Bilbo opens an old chest, revealing photos of him and his Mother. We see her old maps and plans for travelling, but never fulfilled. He picks up an unopened letter addressed 'Bilbo'. He puts it back.
9. Next morning, Dwarves and Gandalf have gone. Bilbo is relieved.
10. Bilbo commences his normal work, explaining the situation to his work companions. They say 'good riddance, Bagginses were never meant for adventure. Only meant and always to work on the Vineyard'. Just like your father, and your father's father.' Bilbo resents them. He reflects.
11. Bilbo decides to join the dwarves on their adventure! He races after them to catch up, signing the contract. After they commence, Bilbo says he's forgotten his handkerchief. He receives one from the dwarf Bofur, who says 'You must always carry a handkerchief'.
12. The company set out over the hills riding ponies. They sing the 'Misty Mountains' song.
13. A thrush bird sings peacefully in the forrest. It stops. Suddenly all birds fly off - A hoard of orcs come clambering through, hunting.
14. The company sits around a campfire. Bilbo shows his clumsiness with outdoor survival- clearly out out of his comfort zone. He tries to copy Dwalin and Nori's cooking techniques, but burns his food. All the dwarves laugh at him.
Thorin tries to comfort Bilbo - to ignore the dwarves laughter, they mean well. He encourages that in time, he will gain respect the company. Bilbo has doubts.
15. In the morning, Gandalf senses something coming. The company continue their trek through the hills.
16. A swarm of Orcs surround the Dwarfs campsite from last night. They interrogate a local farmer, wanting to know where the dwarves went. When he can't answer, a mysterious Alpha orc steps in - his face in shadow. He kills the farmer.
17. Gandalf announces he has to leave temporarily. Thorin is unsure of Gandalf's motive.
18. At night, the dwarf brother's Fili and Kili awaken the company. Finishing each others sentence, they state their ponies taken. Dwalin challenges for Bilbo to retrieve them. Though reluctant, Thorin agrees for him to go.
19. Bilbo sneaks into the camp and manages to free the ponies, but gets captured by the trolls!The dwarves charge in to fight against the Trolls, showing their skills in battle: Dwalin is a strong, powerhouse warrior armed with a thundering axe. Nori is agile and exact, never missing with his short blades. Fili and Kili are back to back, defending each other before themselves. Despite their efforts, they all get captured.
20. The Trolls are about to burn the dwarves alive, when Gandalf appears from within the sunrise. The Trolls are turned into stone.
21. They company stumble across a cave full of lost elven treasures. Bilbo receives his first sword.
22. During an evening rest stop, Bilbo talks to the eldest dwarf, Balin, asking him about Thorin's background. Balin tells a story in flashback - explaining how Thorin fought in the Battle of Moria, going up against his foe Azog. Thorin chopped off Azog's arm, and is assumed dead.
23. A messenger Orc reports to the mysterious Alpha Orc, saying they are having difficulty tracking the dwarves. He kills the messenger. He orders his hence men to release the wargs.
24. The company continues through the forest. Gandalf hears something coming - Orcs, riding wargs. They race toward the company.
25. The company flees across the plains. They manage to reach a rocky enclave - massive boulders, narrow rocky gaps and paths. The company use the environment to their advantage - the gaps are big enough for a dwarf to slip through but not a Warg.
The dwarves fight back. Oin and Gloin show their experience - confidently swinging their axes that have seen many battles.
The youngest dwarf Ori, uses his slingshot to great effect, but another Warg takes him by surprise. His older brother Dori, saves him just in time. 'I'm always getting you out of trouble.' Though Ori is thankful, he wants to be able to fend for himself.
26. All Wargs and Orcs are defeated, except one Orc. Thorin interrogates him - 'Who sent you?' The Orc states - 'Azog, the Defiler' before he chokes to death. Thorin is in shock. The mysterious Alpha Orc is Azog.
27. Gandalf senses more are coming, they must make haste. He leads them through stone wall pathways, despite Thorin's resistance.
28. The company arrives in Rivendell, and are welcomed by Elrond.
39. The company feasts with the dwarves. The dwarves joke about how the men elves look like women.
30. Evening time. The dwarves drink and be merry. The fat dwarf Bombur has an eating competition with Bifur, the deaf dwarf. Surprisingly, slow and steady Bifur wins after when Bombur passes out from eating much too fast.
31. Thorin smokes on his own. Bilbo comes to sit with him, describing his love for Rivendell. This resonates with Thorin - he describes his love for his home, Erebor. The two see eye to eye.
32. Elrond speaks with Gandalf, Thorin, Balin and Bilbo under the moonlight. Though reluctant to share the map, Thorin gives it in to Elrond. Elrond discovers the writings that describe Durin's day - when the light will shine on the key hole, the entrance to Erebor.
33. In the Council room, Elrond confides in Gandalf, sensing a war is coming. He can't tell to what capacity, but something looms. Galadriel appears, and supports Elronds case. She states Gandalf must venture to Dol Guldur to see what trouble brews, but to await her message before he proceeds.
34. Thorin leads the company from Rivendell, towards the mountains, without Gandalf.
35. Through snow and storm, they trek along dangerous mountain top edges. They come to a wide gap in the path - the dwarves help each other step over to safety - organised and logical. Bilbo is last - but trips - nearly pulling Oin and Gloin with him. Thorin willingly helps them all up - despite risking the lives on his companions, he still believes in Bilbo. Bilbo feels he's becoming a weight.
36. They enter a cave to rest. When the dwarves are sleeping, a trap door is released - the fall into a pit!
37. The dwarves try to fend off a swarm of goblins - but there are too many. They are captured and taken prisoner.
38. Bilbo gets into a one on one fight with a goblin, and they fall away from the rest of the company. He falls down a tunnel.
39. The dwarves are taken into Goblin Town! They meet the Great Goblin. He states Azog has a bounty on Thorin's head.
40. Bilbo tries to find his way out of the cave. He finds a ring. He stumbles upon eh creature Gollum. There, Gollum challenges Bilbo with riddles, in exchange for direction of the way out.
41. The Dwarves are about to be attacked by the Great Golbin - when suddenly Gandalf appears. He kills the Great Golbin, and he and the Dwarves flee from Goblin Town, with every goblin chasing from every corner.
42. Gollum discovers he has lost his ring, Bilbo realising it's the one he found. He puts the ring on- causing him to become invisible! He flees, leading Gollum on a chase too.
43. The dwarves fight off the goblins as they clamber over bridges and tunnels.
44. Bilbo is lost in the tunnels, but still invisible. Gollum searches close by. Bilbo has a chance to kill him, but spares his life. He sees the dwarf party in the distance and runs after them, leaving Gollum to suffer without his ring.
45. Gandalf makes it out of the cave first - and swiftly sends a moth message.
46. Bilbo, still invisible, follows the tunnels and sees the dwarves in close distance. They are almost at the exit - but many more goblins arrive. They are ambushed! Thorin thinks quickly. He directs Dwalin, Kili and Nori to lead small groups of 4. As a unit, the 3 groups work together to attack each side - swiftly and precisely. A well oiled team.
Bilbo marvels at this squad, but realises it's something he's not part of. The company clear a safe passage and escape.
47. The company escape the mountain reuniting with Gandalf. Gandalf checks everybody is there - but no sign of Bilbo. No one knows where he went.
Bilbo is in fact there, but invisible, hesitant to reveal himself.
48. Goblins come out of the mountains - the chase continues! The company race down the hill, towards the edge of the cliff, unbeknown that Bilbo follows.
49. The Eagles swoop in, ready to catch the company. Most dwarves hop onto the Eagles, but Gandalf wants them to wait in case Bilbo arrives. Thorin argues they can't wait for him. The Goblins close in. All dwarves leave on Eagles, but Gandalf, Thorin, Kili and Fili remain.
50. Bilbo has taken off the ring - and is seen racing down the hill, being chased by goblins! The remaining dwarves help him fight them off, and they all jump onto their Eagles just in time. Thorin quietly resents Bilbo for risking danger to his brothers.
51. The Eagles fly the dwarves to safety. They land on Carrock, thanking the Eagles.
52. They make their way down, across the fields, heading for the forrest.
53. Gandalf finds the message from Galadriel to investigate Dol Guldur. He announces to the company that he has to leave.. again. Thorin is frustrated. Gandalf tries to reason, but Thorin states if he leaves, he is no longer part of their company.
Bilbo feels his only ties to the company are through Gandalf. Gandalf encourages Bilbo he will find his own courage, and that he can be part of the company in his own right. Gandalf leaves.
54. The company enters Mirkwood. Bilbo tries lend a hand - he offers to find the way. They follow him for a while, until they get even more lost.
55. The company get frustrated at Bilbo, Thorin in particular. Thorin states that Bilbo should have never joined them. Despite Bofur, Balin and others defending him, saddened Bilbo leaves. Thorin feels guilty.
56. At that moment giant spiders drop from the trees and attack the group. A surprise fight - the dwarves struggle to fend off the vicious beasts. It is a loosing battle. Arrows come flying in from else where - but from who?
57. Tauriel is fast and acrobatic - she leads the elves swiftly defeat all the spiders with ease. They have saved the day - but soon turn on the Dwarves. They take their belongings and take them prisoner. They walk off.
58. Bilbo witnessed the whole scene - invisible with his ring. He stands in the middle of crossroads - one path leads out of Mirkwood, the other where the elven party have gone down. He follows the elves.
59. The elves take the dwarves into the Woodland Realm. They are put into underground prison cells. Thorin is taken up to the throne, lead by Tauriel.
60. Thranduil, the Elven King, offers to help the elves, if Thorin shares the treasure. Thorin objects, and is sent back to his cell.
61. Kili and Fili have cells next to each other. After the elves took their belongings, Kili reveals to Fili he managed to salvage something - a necklace, containing a pendant with a picture of their father. They share some childhood memories. Fili asks 'What would Father think if he could see us now, stuck in a prison cell'. Kili laughs and says 'He'd be proud we made it to an elven prison cell..!'. Fili smirks, but responds - 'He'd be proud of you, not me. He always liked you, the fighter, the soldier. But he was ashamed of me. I was never a true soldier.' Kili doesn't know what to say.
62. Thranduil congratulates Tauriel, his adopted daughter, on capturing the Dwarves and supporting the realm. He reminds her that he made a promise to her father to marry her into the realm. She objects to both ideas, saying she wants to remain independent of the realm, to find someone on her own. Thranduil is offended.
63. Gandalf reaches a gigantic stone mountain, with rickety stairs. He climbs all the way up.
64. Gandalf ventures inside, through dark, desolate tunnels. Something attacks him from behind, knocking him out.
65. Bilbo mananges to sneak into the Woodlem realm, and searches the halls for the prison cells.
66. Azog and his hench men reach the borders of the woodlum realm. They close in.
67. Bilbo makes it down to the prison cells. After invisibly defeating the Elven guards, he sets the dwarves free. They quickly make it down to the cellar.
68. Elven guards check on the cells - see that the dwarves have escaped - an alarm is set off!
69. Thraduil orders Tauriel to re capture the dwarves. Reluctant Tauriel goes forth.
70. The company jump into barrels. Just as some Elves come into the cellar, shooting arrows, the barrels set off down the tunnels, into the dam.
71. The elves hastily close the dam gate way, and prepare to attack the barrels as they close in. The dwarves are ready for their attack - but both parties are caught off guard: a hoard of orcs clamber over the walls, attacking the elves!
72. A relentless fight of three parties - the elves struggle to fend off the orcs, while stopping the dwarves, the dwarves trying to fight the orcs and elves to get through the gateway.
73. The artful skills of the dwarves: Nori jumps out in style, taking on plenty of small orcs. Ori slingshots some orcs in the eye, but is saved once again by Dori, from a imposing Elf. Dwalin once again shows his prowess - taking on the bigger, monstrous orcs.
Thorin orders Bofur to release the gate. With the help of Bifur and Bombur, he gets thrown out of his barrel, onto the dam wall. He reaches the lever, and pulls it open. The dwarves return to their barrels, and float out of the dam.
74. The barrels tumble and fall through storms of water rushing down stream. Orcs try to grab at them, but are shot with arrows from Elves. Azog rides further down stream.
75. Thorin leads the barrels, but as they float under a bridge, orcs grab hold of him, pulling him out of the water! The other dwarves try to fight them but the current is too strong, taking them further downstream. Thorin defeats the orcs, but is soon met by his old foe - Azog.
76. The two face off in a demanding fight on top of bridge over the harsh rushing river. Azog powers over Thorin, but Thorin is quick and sharp. He manages to slit some wounds onto Azog, but Azog's strength overpowers. Thorin gets stabbed in the leg, and looses his sword. Azog looms over him. An arrow cracks through Azog's shoulder - he turns to see the Tauriel and a huge Elven army coming down the river bank. He turns back down to see Thorin is gone - he jumped back into the river! Azog retreats with his orcs, back into the forest.
77. The river slows down, and the barrels safely float along the down stream. They paddle to the shore.
78. The dwarves gather themselves up and wait for Thorin to arrive. He is hurt, but not serious. He asks where Bilbo is. No one knows where he is. Bilbo is there, invisible but behind a tree, again hesitant to show himself.
Fear of the death of their friend sets in the company. Bofur sits and starts to whimper, sniffing. A handkerchief appears in front of him - held by Bilbo! 'I thought you told me one should always carry a handkerchief!' The company celebrate - Dwalin, Nori, Kili and Fili all welcome Bilbo back.
Thorin steps in - 'I was mistaken - this company is no company, without our dear Hobbit'. Thorin and Bilbo acknowledge each other. Bilbo has earned his place in the company.
79. Tauriel reports to Thranduil the Dwarves escaped and they were attacked by orcs. She wants to investigate the orcs, but Thranduil ignores the threat. He orders Tauriel to follow the dwarves, if she doesn't, he will force her to marry. Tauriel is at a dilemma.
80. Gandalf comes to. He wakes in a cage, on top of a tower, heavily guarded by orcs. He looks down to see thousands of orcs: training, armoured and ready. Ready for war.
81. The company continue their trek. They stop and turn to look out beyond hills, beyond the plains, in the far distance - the Lonely Mountain rests, waiting.
Part Two: There and Back Again
1. Flashback: In BagEnd, Belladonna Took reads 7 year old Bilbo a bed time story. Bilbo goes to sleep. Belladonna makes few small coughs, but holds it back.
2. Belladonna readies for bed, while Mr Baggins reads next to the fire. She starts to cough intensely - her husband leaping up to her aid.
3. Next morning, the doctor runs some tests on her. She is incredibly pale and weak. The doctor privately tells Mr. Baggins that her sickness is terminal. Mr. Baggins is in disbelief - but looks up to see Bilbo standing in the door way, having just heard the same news. Mr. Baggins heads for Bilbo's aid, but Bilbo suddenly runs away in fear. He heads out the front door, out into the fields. Mr Baggins calls 'Bilbo! Bilbo…!'
4. Young Adult Bilbo suddenly wakes from his dream. 'Bilbo!' Bofur exclaims. He sits next to him rowing, explaining they are nearly there. Bilbo sits up in a daze. He sees the rest of the company huddled in the boat, as it paddles it's way down the shore lead by a local fisherman.
5. The boat enters Laketown: A great fishing village levitated by stilts on top of a lake. They stop at the border, questioned by a guard. The fisherman explain the dwarves with secret identities. The guard rejects. Balin tries to negotiate, but they won't budge. Commotion builds, with more guards joining to defend. Dwalin is pushed aside, and when it appears he is about fight back, an arrow flies through his collar, narrowly missing his neck, but pinning him against a wooden pole.
Bard the Bowman, and Captain of the Archers, enters. He calls for all the dwarves to be escorted for questioning. The guards tie up the dwarves and take them into Laketown.
6. Laketown is old and poor. Many suffer in poverty due to corruption.
7. Thorin and Balin sit with Bard for questioning. Thorin is defensive, Balin tactical, but both stating fake names. Bard sees through the lies, and challenges them to tell the truth. Balin starts to explain their quest for Erebor.
8. Bard walks into the Master's realm, explaining that they have captured dwarves. The Master is disgusted at the intruders, and says they will be tried for illegal crossing. Bard does't explain their quest for Erebor, instead suggests for them to be escorted back where they came. The Master objects, saying fines can be gained from the dwarves.
They get into a heated argument: The Master explains he is aware the elections are coming up and insinuates Bard wants to take his position as Master. He threatens to discharge Bard of his role of Captain, if he doesn't obey to put the dwarves on trial.
9. Gandalf is wounded, resting in his prison cell. He looks down to see the ever growing army: thousands of orcs training, building armour and weapons. Gandalf is in disbelief.
A menacing figure comes forward - Bolg. He and his hence men harrass the Great Wizard, hopeless.
Azog enters. He engages with his son Bolg about their plan. 'The dwarves are headed towards the Lonely Mountain to retrieve the treasures. If they defeat the dragon, all Men, Dwarves and Elves will advance to Erebor. All our enemies, in one singular spot. Our chance to defeat them all at once, and reclaim these lands for the Orc.' Bolg asks 'And what if they join forces?'. Azog 'You will see to it that they don't.' Bolg smiles.
During the conversation, Gandalf secretly captures a moth, whispering to it before it flies off.
10. The company is put on trial in front of the public. The townspeople gather around to witness what will become of them. The Master announces the dwarves have illegally tried to enter lake town. The company believes they will be banished. Thorin steps in and announce their plans to retrieve Erebor, reclaim the treasure, and that he will share the treasure with all. Both the Master and the people get excited.
Bard steps in and argues to his Master that it is a bad idea. The Master mocks Bard about his family name, the towns people laugh. Thorin makes a promise to share the wealth. The Master agrees.
11. Armed with new armour, weapons and boats, the company set out down the river out of lake town, toward The Lonely Mountain.
12. Tauriel and her Elven entourage ride on horse through forests, following the dwarves tracks. They see Laketown in the distance.
13. Bolg and a hoard of orcs ambush the elven group, Tauriel caught off guard. It's a tough fight - many elves die. Tauriel is held down, Bolg about to stab her - when suddenly shreds or arrows fly out of no where. Men from Laketown arrive, slicing through the orcs.
Tauriel witnesses Bard, strong and swift with a bow and arrow. Bolg and the remaining orcs flee. Bard helps Tauriel up off the ground. Tauriel is taken by his charm, but tries to hold her guard. He says his men can provide aid in Laketown. She and the remaining elves follow Bard.
14. The company reach the end of the river and enter the deserted city of Dale.
15. The company reach Erebor gates, but need to find the secret mountain door. After some searching, Bilbo finds it.
16. On top of a mountain ledge, they search around the door for the key hole. Nothing is found. But as the sunset sets in, and shines light onto the hole. Thorin enters his key, and the door opens. A haunting sound comes from the tunnel. Everyone steps back, except Bilbo. He knows that this is the task that he agreed upon.
Thorin shows support- 'Are you ready for this dear Hobbit?' Bilbo nods. 'Remember - It's a white, oval jewel, the size of a large egg. This treasure that bonds my family lineage, this treasure.. 'Is the Arkenstone' Bilbo responds cheekily. Thorin smiles. 'I wish you well, my friend.'
17. Balin leads Bilbo in, warns him about the dragon, before wishing him luck. Bilbo creeps into the dark tunnels.
18. Tauriel's elven company are given aid in Laketown. Bard explains to Tauriel that the Master let the Dwarves venture into the mountain, but that he believes it was a bad decision. Tauriel relates to Bard's struggle against a higher authority. They exchange their preferences in types of arrows they use - playfully debating on who's is better.
19. Bilbo enters the Erebor throne room. Vasts amounts of gold through great underground halls. He clambers over gold, beginning his search for the Arkenstone.
Suddenly the gold begins to ripple, rise and fall. Bilbo dashes for cover - Smaug awakens! A red, scathing dragon the size of a boeing 747 aeroplane. The evil glint in his eye stares down at the minute Bilbo. Bilbo is terrified.
Smaug toys with Bilbo, mocking his size and company of the dwarves. Bilbo begins to play with his personality, and tried to distract him with wit. Bilbo accidentally reveals his association with Laketown, Smaug suspects that Men are part of the plan to take the treasure.
Bilbo sees the Arkenstone! He creeps towards it, still trying to distract Smaug. Smaug looses patience, and thrashes around inside the great halls. Bilbo puts on his ring, dives for the Arkenstone, narrowly escaping Smaugs fire breath.
20. Outside Erebor - distant roars can be hear from within the tunnels. The dwarves are terrified for the friend. Balin, Bofur and others want to go in to help. Thorin demands them to stay put - 'what happens to Bilbo happens'. The dwarves are surprised at Thorin's sudden turn on their friend.
21. Inside Erebor, Smaug realises the Arkenstone is missing and is furious! Bilbo hides behind a column, still invisible. Smaug terrorises, threatening he will seek revenge. He heads towards the exit hall. Bilbo exits the tunnel he came.
22. Outside Erebor - The dwarves continues to argue whether to save Bilbo - when he suddenly appears out of the tunnel, distraught.
The Dwarves are glad to see their friend unharmed. At that moment something collides from within Erebor's grand entrance. It starts to collapse - Smaug emerges out, screaming a gigantic roar. He soars up into the sky, headed towards Laketown for revenge.
Bilbo is horrified - realising he gave away Laketown's motive to claim the treasure to Smaug.
Thorin is relieved and anticipating greed - the treasure can finally be his.
23. Bard and Tauriel hear distant roars. Bard knows what is coming - he sounds the alarm.
24. Smaug enters Laketown, and begins to terrorise the the city! Local panic in horror, taking shelter, protecting their loved ones.
25. The Master realises what has happened. He gathers all the treasures he can, flees to the docks and starts to untie a boat.
26. Bard enters the Master's House for direction, but he can't be found. He looks out the window to see The Master rowing away. Bard decides to take matters into his own hands.
27. Smaug flames fire across the city - houses burn, the towns people crying and fleeing in fear.
28. Tauriel and her elven company try to help as many as they can to safety.
29. Bard takes his bow and arrows, clambering on top of buildings, trying to find a good position while escaping Smaug's destruction.
30. Smaug sees the Master rowing away. The Master looks up in fear, trying to row faster. Smaug soars down and is about to scorch The Master, when suddenly arrows fly in from the side. Smaug turns his attention, and sees Bard aiming at him. He's furious, and now soars towards Bard. Bard fires arrows, but they only get deflected by Smaug's hard skin.
31. Bard flees from Smaug's fiery flames, almost getting burnt alive. He ducks in and out of buildings, trying to hide from Smaug's sight. Smaug clambers over buildings, smashing them in hopes that he traps Bard. Bard manages to get onto a paddle boat, underneath the elevated houses.
He rows out - directly underneath Smaug, while he flames more houses. Bard readies his bow, pointing directly upwards at Smaug's weak spot, aims, and fires! It hits Smaug right on point. He wails in pain, crashes across several buildings before landing to a death. Smaug is defeated!
32. Thorin and the company walk through the tunnels into Erebor. They arrive inside the halls and are overwhelmed by the treasures. Thorin is estatic - he holds crowns, jewels, cups. But he needs more - he soon turns and demands that everyone in the company look for the Arkenstone.
33. Bilbo is overrun with guilt from the destruction of Laketown. Thorin tells him not to worry - they don't matter. Bilbo is surprised at Thorin's lack of empathy.
34. Laketown is in ruins. Bard and Tauriel assist people in need of aid. Tauriel wants to impress Bard - she says she can ask the Elven King, Thranduil to bring supplies. Bard agrees.
35. The Master is still alive - he tries to escape, but the townspeople catch him and surround him. They blame him for allowing the dwarves to set the dragon on the town. They attempt to beat him to death - but Bard intervenes. He says they can spare his life if he steps down from his position. He agrees. Bard assumes the role as leader of the Men army. He orders all the surviving Laketown folk to take shelter in Dale.
36. On top of a cliff, Gandalf is bruised and beaten, taking heavy blows from Azog. Azog obsessively laughs with his henchmen, mocking Gandalf of his plan to help the dwarves reclaim the treasure. 'All that Dwarves, Elves and Men know, is greed. It will be greed that destroys them all.' Gandalf is weak and helpless. A moth flies nearby. Gandalf manages to sit up, and states 'If it's greed that divides us, it will be honour that unites us.' He leaps off from the cliff, and is caught by an Eagle. Azog begrudgingly watches as they fly far away into the sky.
37. The dwarves continue to look for the Arkenstone. Thorin becomes obsessed with finding it, blaming the company for not looking hard enough.
38. In private, Kili and Fili debate whether Thorin was the right leader to follow. Oin and Gloin over hear, and warn them to obey their king. They challenge them in the fact that they are young, and don't understand the decisions a king must make. Kili and Fili obey.
39. Thorin has become obsessed with his treasure and finding the Arkenstone. Bilbo watches Thorin decline- he's not the dwarf he used to know. Bilbo talks to Balin - asking if Thorin had the Arkenstone, would it make him better. Balin believes it will make him worse.
40. Bilbo sits outside on his own, and reveals that he has the Arkenstone in his possession.
41. Thranduil and the elven army arrive at Laketown, with plenty of supplies for the Men. Bard thanks him, but soon realises Thranduil's motives - to reclaim the lost Elven treasures. Thranduil announces they will attack Erebor, and all those who are inside. Bard tries to intervene - saying they can avoid war if he talks to the Dwarves, but Thranduil disagrees. Tauriel steps in to supports Bard. Thranduil starts to see affection between the two, but is convinced by Tauriel. He agrees to let Bard talk to the dwarves.
42. Thorin sits on the throne, without the Arkenstone, defeated. He snarls at Balin, Kili / Fili and Bilbo that if anyone should have it, he will punish them. Dwalin reports that someone is approaching the gates.
43. The Dwarves stand on top of the Erebor gates, looking down at the plains below. Bard approaches on horseback. He asks to speak to Thorin alone.
44. Bard warns Thorin that Thranduil has an army close by, and are about to attack. He suggests Thorin should share the treasures to all, and avoid war. Thorin declines, breaking his promise. Bard stresses that the dwarves are 13, and the elves are thousands. Thorin rejects.
45. The dwarf company argue over whether Thorin has lead them to death. They are clearly outnumbered, but Thorin threatens anyone who wants to leave, will no longer have a place in Erebor. Bilbo fears for the worse.
46. A thrush bird flies from the Erebor gates, out into the far blue sky.
47. A couple thousand lean, strong headed Orcs, camp out in the plains. Not your typical orc. Bolg and his small company arrive, and rejoin forces. Bolg announces the plan is to weaken and split any alliances between the Elves/Men/Dwarves, before the Azog's main army attacks. Bolg's Army attacks at dawn.
48. Bilbo sneaks out of Erebor, heads to Dale.
49. Thranduil and Bard discuss tactics. Bilbo turns up and reveals he has the Arkenstone. He convinces both of them to use it as a way to convince Thorin to form a truce. They agree.
50. In private, Bard asks Bilbo why he risked giving up his position with the dwarves to help Men of lake town. Bilbo responds saying that Laketown has struggled through so much - they deserve their share. Bard warms to Bilbo.
51. The next dawn - Thranduil's army, Tauriel, Bard and Bilbo set towards Erebor.
52. They arrive at the Erebor gates - the dwarves protected behind the barrier. Bilbo is hidden amongst the Army. Thranduil and Bard give Thorin a chance to make a truce or they will attack. He declines. Bard then reveals the Arkenstone - much to Thorin's surprise. Bard states he will hand it over, if the dwarves agree for a truce. Thorin can't swallow his pride, and is convinced it is a fake. Bilbo reveals himself and admits to Thorin it isn't a fake - that he had it the whole time. Thorin is furious orders his company to attack Bilbo, who are all reluctant to attack their friend. Thorin announces Bilbo is banished from the company. The dwarf company now believe they are doomed.
53. Thranduil looses patience - he readies the Elven army for attack. The dwarves take cover, when suddenly - horns are heard from the eastern horizon. All eyes turn to see a great dwarf army emerging on the hill top, lead by Dain, Thorin's cousin. Thorin's company rejoices! Thousands of dwarves start to march towards the elves.
54. Thranduil orders his army to turn ready their arrows towards the dwarf army. But suddenly something attacks the elves from behind - a swarm of orcs! They're fast and strong. The elves start to fight back.
55. Dain and the dwarf army witness the attack, but are hesitant to help the elves. Suddenly they too are attacked by orcs from behind! The dwarves use their collective force to fight off the thundering creatures.
56. Bilbo is caught in the middle of the battle - and is struck by an orc! He's wounded - Bard pulls him out of harms way, and calls anyone for help. Tauriel comes, agreeing with Bard to take Bilbo back to Dale for healing. Before they leave, Bard gives the Arkenstone back to Bilbo for safe keeping.
57. Thorin and his company witness the battle take place, while safe behind the Erebor gates. Kili, Fili, Dwalin, Nori, all want to help their dwarf brothers. But Thorin orders everyone to stay put. He states that as their king, they must obey him or they will be banished just like Bilbo.
Kili steps forward and announces that no true king would abandon his own people. Thorin is hurt - and shows some remorse. But is quickly again overrun by pride. He states to Kili the choice is his own, and disappears back into the halls of Erebor.
58. The Elves and Dwarves are both surrendered by orcs - forced to close the gap between each other. Bard quickly convinces Thranduil and Dain to put aside their quarrels for the time and to defend together.
59. Kili states he is going into battle. Fili, Dwalin, Nori agree to join. Oin, Gloin, and Dori argues for them to stay. Ori wants to follow, but Dori demands it's too dangerous for him.
60. Kili and Fili ready their armour for battle. Fili asks 'Are you sure about this?' Kili 'No. But don't fear - father is looking down on us. Let's make him proud.' Fili is fuelled. The two hug.
61. The battle between Elves/Dwarves and Orcs continues. Despite orcs being outnumbered by both the Elves and Dwarves, they put up a good fight. Dain shows his prowess in battle - a great leader, tactical and ordered. Dwarves and Elves start to support each other in their defence.
62. Kili, Fili, Dwalin and Nori escape the Erebor gates, and join Dain in battle. They show off their skills at their highest level.
63. Tauriel rides Bilbo back into Dale on horse back. She finds a medic, and lays him down to be nursed. The nurse states it's not serious, and starts to mend. Bilbo thanks Tauriel for bringing him to safety, but asks why she agreed to Bard's order, rather than stay and fight. She blushes and hesitant in an answer. Bilbo understands.
64. The battle continues - Thranduil defends himself, taking on several orcs at once. Bard takes on some of the bigger Orcs.
65. Kili faces off against a ferocious orc. He gets stabbed in the leg, looses his sword and falls. Fili turns to see the orc about to slice his brother. He leaps forward with his shield, stopping the attack. But the orc is quick - he retracts and stabs Fili right in the chest! Kili screams out in dispair. He quickly gets up, kills the orc, and holds Fili in his arms. Fili 'I'm sorry brother, I'm sorry I wasn't a great fighter like you.' Kili 'You needn't be sorry for anything. You are the bravest fighter I know.' Fili 'I want to go home Kili, I want us to go home.' Kili bursts into tears, holding Fili as the life falls from him. Kili "Then let us go then'.
An orc runs up toward Kili, narrowly missing as Kili defends with heartbreak. More and more orcs swoop in toward Kili - he puts up fight but is overwhelmed. He gets stabbed in the shoulder, then stomach, and finally in the chest. He falls next to Fili. Dwalin, Nori and Bard arrive to fend off the opposing orcs, but it's too late. The two brothers lay next to each other, dead.
66. The battle comes to a close - all orcs have diminished - a battle won! But not a triumphant victory. Thranduil looks out onto the battlefield at the many elves that have fallen. Dain and the dwarf army grieve over their fallen brothers.
67. Bilbo lays in his recovery bed, with Tauriel by his side. They hear sounds of soldiers coming - Tauriel looks out the window and sees the armies returning. Bilbo watches the affection in her eyes. She tells him to stay put, before she dashes out.
68. Thranduil, Dain and their armies take shelter in Dale to recover.
69. Bard returns to see Tauriel, thanking her for her help. She is pleased, but looks for something more, wanting to show affection. Their eyes meet. He hesitates, eventually stating 'You are a courageous warrior. But I am here to help my people, to be with.. my people', glancing at her elven ears. Tauriel realises what he means. She is let down, and leaves.
70. Gandalf arrives to Dale on an Eagle! The talks to the Eagle for a moment, before it flies off. He calls a council meeting with Thranduil, Dain and Bard.
71. In the council, Gandalf announces a bigger orc army of 10,000s are headed towards Erebor to destroy all Dwarves, Elves and Men.
Thranduil announces his army will leave as soon as they are recovered. They no longer want a part of this battle.
Dain calls him out, stating how cowardly he is, how his cousin Thorin was right about him. The two get into an argument, Gandalf trying to mediate between them. Bard states he is not sure he can convince the Men of laketown to fight either. Gandalf is at a loss.
72. Thorin sits amongst treasures and gold. He wears crowns, jewels, necklaces - completely engrossed with greed.
Balin enters, asking to talk, Thorin begrudgingly agreeing. Balin explains how once he knew a young dwarf who showed much promise to be a great ruler, who would one day reunite the armies and bring prosperity to all. But now he no longer knows who that dwarf is. Thorin shows some remorse, but shoves him off. Balin is let down.
73. Dwalin enters. He announces Kili and Fili have died. Thorin is speechless. A piece of his heart has tears. Dwalin goes on to say 10,000 more orcs are due attack - lead by Azog the defiler. Thorin deflates in sorrow. Balin and Dwalin watch as he wanders off into the dark corridors on his own.
74. Bilbo lays in his recovery bed, visited by Gandalf. He warns there a great battle will take place, and suspects Bilbo would want to join his bothers. Bilbo states that he has been banished, and that his adventures are over. Gandalf comforts him in saying 'Adventure never ends. Whether you like it or not.' Bilbo is undecided whether to join the battle.
75. Thorin cowers in the great halls, calling out to his great ancestors. He's at a lost, rock bottom. He has visions of his grandfather, corrupt and ridden, exactly what he has become. He must break the cycle.
76. The remaining dwarf company sit amongst themselves in sorrow - the loss of Kili and Fili, the loss of their King. Thorin remerges from the shadows. He acknowledges Balin, Dwalin, Nori, Dori, Ori, Oin, Gloin, Bifur Bofur and Bomber. His brotherhood, his family. 'Forgive me brothers, I have been absent for sometime. I return to you not with greed, only with loyalty, pride an honour.' He hugs Balin. 'Let's us now protect our land from the Orc.'
Dwalin warns - 'The orc armies are too many - even with Dain's army, we cannot achieve victory for dwarves'.
Thorin 'Not for us. But perhaps for Elves and Men.'
77. Azog and the 10,000 strong orc army march towards Erebor.
78. Thranduil and his army prepare to leave - but they are stopped by Thorin. He arrives with his company to Dale. He announces to Thranduil and Bard that Elves, Men and Dwarves must unite in order to save their land from the orcs. Thranduil and Bard are both doubtful of Thorin's change of heart.
The dwarf company unpack their baggage, and reveal to Thranduil and Bard: Elven necklaces - the lost Elven treasures. And chests full of gold - enough to rebuild Lakeown. Thorin warns 'This is not a gesture of generosity, nor is it a bribe. This is simply what rightfully belongs to you. Now I ask you, if you want to protect this world from evil, and to bring peace to our quarrels once and for all. Will fight with me?'
Thranduil 'You are brave master dwarf. Brave to face your enemies. It's good thing we are longer enemies.'
Bard 'Your honour is admirable. But it is not me you will need to convince.'
79. Bard takes Thorin to the men of taking refuge in Dale. There, Thorin speaks to 1000s of great men from Laketown, trying to inspire the young to old. They are are hesitant to join.
80. 10,000 orcs march onto the plains of Erebor.
81. Together, Elves and Dwarves stand side by side, on the plains in front of Erebor. Bard is the only man that has joined. They see the Orcs marching over the hill, pounding their way down hill. Dori warns Ori to stay behind him.
82. Azog is at the front, and orders Bolg to make the first run attack - but they must also separate Thorin. Bolg belches and snarls at 1000s of his orc companions, starting a ferocious chant. The orcs begin an bellowing chant that carries wide through the lands heard even from lake town.
83. Riding his Ram, directing orders to Thranduil and Dain. Thranduil prepares the elves arrows, while Dain gets his dwarves in orderly lines.
84. Bolg lets out a scream to ignite, and the orcs soar forward! They rampage over the plains, straight for the United army. Thranduil releases the arrows - hundreds flying through air, all hitting targets. Many orcs clamber to pits, while others continue to pace. More arrows zap past, taking out hundreds.
85. Dain readies his dwarves for collision - organised and braced. The first run of orcs power forward - smashing into the dwarves! The fight erupts between the dwarves and orcs. It's not long before the elves join in for a vicious, bloody battle.
86. Thorin, Dwalin, Nori, Oin, Gloin, Bifur, Bofur and Bombur all fight at their peak, showing their greatest skills yet.
87. 1000s more orcs close in, taking out many Elves and Dwarves.
88. Thorin leads well, but overlooks orcs looming in on himself. He takes out plenty - but doesn't sense a troll coming from behind! It whacks him unconscious, before several orcs carry him away. Dwalin, Nori, Bifur and Bofur attempt to chase after them.
89. Elves and dwarves continue to fight the massive orc army on the plains.
90. Bard has defeated many - but sees Bolg coming his way. The two face off in a one on one fight.
91. Thorin is taken up to Ravenhill, surrendered by hundreds of orcs. Trying to fight them off, he accidentally drops his sword on lower Ravenhill.
92. Dwalin, Nori, Bifur and Bofur chase after Thorin, while trying to fend off the opposing orcs. They make it to lower Ravenhill, but the orcs become too much, ending up in their own individual fights. They see Thorin being taken away further up the hill.
93. Dain and Thranduil continue to fight, but the orc army are too strong. They loose a lot of their kin, as well as get hurt themselves. It's a loosing battle.
94. Bard is in his most demanding fight yet against Bolg. He gets knocks out, fallen onto the ground, Bolg looming over him. Bolg is about to bring down his axe - when arrows fly in, piercing Bolg in the chest.
Tauriel paces in toward Bolg! He's still standing, despite arrows to the chest. He readies for her attack - they enter into a fight! He's strong and dominant, she's quick and sharp. He grabbles her in a lock, but as Bard becomes conscious, he throws Tauriel a sword. She slips away and slices Bolg head off!
95. Tauriel leans down to help Bard up. As they stand together, he looks into her eyes. She blushes. He kisses her. As Bard and Tauriel kiss, they hear something coming from the sky. They look up to see Eagles flying in! They swoop down, grabbling at orcs. But yet another cry is heard. This time from hundreds, if not 1000s of sturdy, hard men, stampeding from Dale towards the battle field! A new ray of hope.
96. Thranduil and Dain see the new armies of Eagles and Men, and revive their armies to continue.
97. Thorin is taken up to the top of Ravenhill, battered and beaten by the orcs, he can barely stand. Azog steps out, looming over him. The two stare at each other, knowing this is the deciding battle. He drops a small broken sword at Thorin's reach for sympathy. Azog belts forward, Thorin picks up the broken sword, readying for collision - Their fight begins!
98. In lower Ravenhill, Dwalin, Nori, Bifur, Bofur are struggling against the orcs. They are surrounded, pushed up against a wall.
Suddenly a horse comes galloping in from behind - Gandalf, carrying Bilbo! As well as the rest of the gang - Oin, Gloin, Dori, Ori, Bombur and Balin. They all attack the orc hoard surrounding their friends. The rest of the company join, taking out the entire ambush. One battle won.
99. Gandalf finds Thorin's sword on the ground, asking where he is. Dwalin states he was taken further up Ravenhill. They all look up to the tower on the hill top. Thorin is fighting against Azog - but hundreds of orcs swarm on Ravenhill courtyard, between the company and the top of the hill! Dwalin - 'He needs his sword. He needs us. There's no way to get to him without going through that'. Bilbo hesitates, but quickly decides - 'I'll get the sword to him.' Everyone is stunned and concerned. 'Don't worry about me, just keep the orcs distracted.' Gandalf knows what Bilbo is up to. Bilbo takes the sword, and dashes heads out down a corridor.
100. Thorin continues his fight against Azog. They move about, becoming separate from most other orcs. Though Thorin is struggling with his injuries, and the broken sword. He manages to escape some close calls.
101. Bilbo weaves his ways through corridors, heading up towards the top of the hill. He sees some orcs in the distance. He pulls out his ring - and becomes invisible. He races up towards the orcs, going unseen - but killing some on his way - confusing the rest!
102. Gandalf and The dwarf company continue their fight against the hundreds of orcs in Ravenhill.
103. Dori is facing off against a ghastly relentless orc. He gets knocked down, but is saved by Ori! Ori helps his brother up, before facing off against others. Dori joins with pride.
104. Bilbo manages to get through to the top of the hill! He kills the last remaining orcs that were following Azog and Thorin's fight. He takes off the ring, and sees the fight before him. Thorin has lost his broken sword, barely able to defend from Azog. He gets stabbed in the stomach! A deep wound. Thorin falls to his knees.
105. Bilbo calls out to Thorin - revealing his sword. Azog turns to see Bilbo, enraged! Bilbo manages to throw Thorin's sword to him - just before Azog knocks him out cold. Bilbo lands unconscious on the ground.
106. Thorin catches the sword, but sees his friend hurt. He is infuriated. He faces Azog- 'You will take no more of my brothers'. He lifts his sword, attacking Azog. Azog is overwhelmed, and unprepared for Thorin's wrath. Thorin pierces Azog several times, pushing him to the ground. He looms over top of him, thrusting his sword right into Azog's head. Azog is defeated!
107. Thorin falls to the ground himself, fading. Bilbo regains consciousness, and crawls over to Thorin. Thorin looks up to Bilbo, in awe. 'I'm sorry master Bilbo. I'm sorry I failed our friendship.' Bilbo objects, saying there's nothing to apologise for. He reaches into his vest and reveals the Arkenstone, handing it to Thorin. Thorin holds it within his grasp, quietly smiling at his last small achievement.
Thorin looks out at the view beyond the hill, down towards the battle field below. Elves, men, dwarves and Eagles are celebrating over their trump over the orcs. Their battle is won!
Thorin turns back and gives the Arkenstone back to Bilbo. Bilbo is in shock. Thorin states - 'If more people valued home above gold, this world would be a merrier place.' Bilbo smiles in deep sorrow. The last breaths of Thorin leave him, as his body lays to rest. Bilbo sits with his friend.
108. Gandalf and the company have beaten their orc hoard on Ravenhill. He looks up to see Bilbo walking off on his own, further up the hill. He knows the outcome.
109. Bilbo sits on the hill top, looking down at the battle ground, and the celebrations. He pulls out the letter from his Mother - a voice over is heard:
My Dearest Bilbo,
By the time you read this, I would have long passed into shadow. As wilful as we Tooks are, this was one sickness that could not be overcome.
But where my road ends, yours just begins. Since you were born, you have always loved The Shire. The fields, the trees, the waterfalls. But life isn't meant to remain at home. Life is out there, waiting for you, ready for adventure.
You made my life full of adventure. Now go make your own.
With love, your mother.
Intercut with scenes showing:
Dwarves/Elves/Men celebrating the battle is won.
Dain takes up as king of the dwarves, has Arkenstone. Pays respect to Thorin.
Thranduil has his jewels, but is more satisfied to see Tauriel is with Bard.
Bard being voted the new Master of Laketown.
110. Bilbo puts the letter back in his pocket. He stands at the foot of gate of Erebor. The dwarf company all come out to say goodbye - Dwalin, Balin, Bifur, Bofur, Oin, Gloin, Nori, Dori and Ori, all fare him well.
111. Bilbo and Gandalf set off on horse back, back the way they came. On the back they carry a sack full of gold and treasures.
112. They reach the edge of The Shire, Gandalf revealing that he knows Bilbo has possession of a magic ring. He warns him to be careful with it. Bilbo treks the last miles back into Hobbiton - and sees BagEnd in the distance. Home.
113. Present time: Middle aged Bilbo narrates the last details of his story to 7 year old Frodo. They are sitting inside BagEnd. Frodo asks 'Can we go play outside now?' Bilbo chuckles, pockets his pipe, and takes Frodo outside. He closes the door behind him, and races with Frodo to the fields. The door of BagEnd is closed.