Dragons should not be able to act. Then Benedict Cumberbatch slithers under a mountain of gold, asks a hobbit who he is, and makes every other movie dragon look like a lizard. The Hobbit: The Desolation of Smaug is the middle chapter nobody expected to be the best one, packed with giant spiders, a river full of barrels and a cliffhanger that enraged audiences in 2013. Spoilers burn everything below.
Detailed Summary
A Meeting in Bree
A year before the quest, Gandalf finds Thorin in the Prancing Pony with hired killers watching him from the next table. Someone wants him dead. Gandalf proposes the obvious cure: reclaim Erebor, find the Arkenstone, and use it to unite the seven dwarf clans.
Thorin has no way past the front gate. Gandalf hands him his father’s map and key and tells him he needs a burglar, which explains the knock on Bilbo’s door in the first film.
Beorn’s House
Back in the present, Azog’s Wargs push the company toward a lonely house in the hills. A monstrous bear chases them to the door. Its owner, Beorn, turns out to be the bear, a skin-changer who despises dwarves but hates orcs far more.
He feeds them, warns of the dangers in Mirkwood, and lends ponies as far as the forest’s edge. Meanwhile, a summons reaches Azog: the Necromancer wants him at Dol Guldur. He leaves his son Bolg to carry on the hunt.
Into Mirkwood
At the forest gate, Gandalf finds a painted eye on an old statue and hears Galadriel’s voice in his head. He abandons the dwarves and rides for the High Fells, where the Nazgûl lie buried. The tombs stand open and empty.
The dwarves lose the path within hours. The air poisons their minds, the trees seem to spin, and Bombur walks in circles. Bilbo climbs above the canopy, breathes clean air, and sees the Lonely Mountain. By the time he climbs down, the others have vanished.
Spiders and Sting
Giant spiders have the dwarves wrapped in silk. Bilbo slips on the Ring and hears the creatures speak. He cuts his friends free, kills a spider, and finally names his blade Sting.
Then he loses the Ring in the fight. When a small creature crawls over it, Bilbo hacks it apart in a frenzy and stares at what he has done. The gold band already owns a piece of him.
The Woodland Realm
Elves led by Legolas and the red-haired captain Tauriel kill the remaining spiders and arrest the dwarves. Thranduil, their king, offers Thorin a deal: help, in exchange for white gems the dwarves once withheld. Thorin answers with a curse, and Thranduil locks him up. A hundred years, the king notes, is nothing to an elf.
In the dungeons, Kíli and Tauriel talk through the bars about starlight and a runestone from his mother. Legolas notices, and so does his father.
Barrels Out of Bond
Bilbo, invisible, pockets the keys during a feast and stuffs the dwarves into empty wine barrels. He pulls a lever, and the barrels drop through a trapdoor into the river. Bilbo tumbles after them.
Bolg’s orcs attack along the banks while elves chase from behind. Bombur’s barrel bounces across the water like a cannonball, Legolas surfs on dwarf heads, and Kíli takes a poisoned Morgul arrow to the leg opening the river gate. Tauriel watches him bleed and disobeys an order to return.
Lake-town
A bargeman named Bard finds the soaked company on the shore. For a price, he smuggles them into Lake-town in barrels of fish. Bard has three children, a boat and a grudge: his ancestor Girion once failed to kill Smaug with a black arrow, and the town has never let his family forget it.
The Master of Lake-town, a corrupt grotesque, catches the dwarves and nearly arrests them. Thorin promises the town a share of Erebor’s gold. The crowd roars, and the Master sees an election he can win.
Kíli Left Behind
Kíli’s wound worsens. Thorin refuses to slow down and leaves him behind with Fíli, Óin and Bofur. Bard hides them, and his son Bain reveals the last black arrow stored in the rafters.
Bolg’s orcs climb into Lake-town after the wounded dwarf. Tauriel and Legolas arrive just in time, and Tauriel heals Kíli with athelas and an elvish chant. He sees her as a figure of light and asks if she could ever have loved him.
Dol Guldur
Gandalf enters the ruined fortress alone and breaks its spell of concealment. Azog ambushes him, and then a shadow speaks with a human voice. The Necromancer is Sauron, returned in secret and gathering an orc army.
Gandalf’s staff shatters against the darkness. Sauron locks him in an iron cage on the ramparts, where he watches thousands of orcs march toward the Lonely Mountain.
The Hidden Door
On Durin’s Day, the company climbs the mountain and finds a flat wall. The sun sets without revealing a keyhole, and the dwarves give up in despair. Bilbo stays, refusing to believe the riddle failed.
Moonlight breaks through the clouds and lands on the stone. A keyhole appears, Thorin turns the key, and the door swings open onto darkness and the smell of a dragon.
Movie Ending
Bilbo walks into Erebor’s treasury alone, tasked with finding one white jewel among a hill of gold. The gold shifts, and Smaug uncoils from beneath it, each scale the size of a shield. Bilbo tries the Ring, but the dragon smells him anyway.
The two talk. Bilbo offers titles and flattery; Smaug offers to let him live if he explains who sent him. He already knows: Oakenshield wants the Arkenstone, and the dwarves would trade the hobbit’s life for it in a heartbeat. Bilbo spots the stone glowing in the heap, and Smaug lunges. The conversation ends in fire.
Thorin meets Bilbo on the stairs and demands the Arkenstone, sword half-drawn. The dwarves see what Bilbo sees: the madness of Thrór returning. Smaug interrupts before anyone can answer.
Rather than flee, Thorin orders a stand. The dwarves lure Smaug through the halls, relight the great forges with his own flames, and dump rivers of molten gold into a mould. A towering golden dwarf king rises, Smaug stares at it in wonder, and the mould collapses over him in a wave of liquid metal.
For a moment he drowns. Then he bursts from the gold, shakes it off like water, and makes a decision. He will show the dwarves what revenge looks like by burning the town that helped them. He crashes out of the mountain and flies for Lake-town, where Bard sits in a cell and Kíli lies wounded in his house.
Bilbo watches the dragon shrink toward the horizon. “What have we done?” he asks. Smaug’s eye flares, and the film cuts to black before a single house catches fire.
Audiences in 2013 had a lot of complaints, and the biggest was that cliffhanger. Does Bilbo have the Arkenstone? The film never shows him taking it, which the final movie resolves. Is Thorin already sick? The treasury scene says yes; the gold is working on him the way the Ring works on Bilbo. Why does Gandalf lose so easily? Because Sauron is not a sorcerer, which the White Council learns too late.
Are There Post-Credits Scenes?
No. The Desolation of Smaug ends on Smaug’s flight and has no mid-credits or post-credits footage. The credits run over Ed Sheeran‘s “I See Fire”, which Sheeran wrote and recorded after Jackson showed him the finished film.
The Extended Edition restores scenes within the movie and adds nothing after the credits.
Type of Movie
This is fantasy adventure with a far darker streak than its predecessor. Mirkwood plays as horror, Dol Guldur as dread, and the Smaug sequence as a monster movie. Lake-town’s politics add a vein of satire through the Master and his lackey Alfrid.
The theatrical cut runs 161 minutes, while the Extended Edition stretches to 186 minutes. Like the first film, it screened in 3D at 48 frames per second.
Cast
- Martin Freeman – Bilbo Baggins
- Ian McKellen – Gandalf the Grey
- Richard Armitage – Thorin Oakenshield
- Benedict Cumberbatch – Smaug and the Necromancer
- Evangeline Lilly – Tauriel
- Orlando Bloom – Legolas
- Lee Pace – Thranduil
- Luke Evans – Bard the Bowman
- Stephen Fry – The Master of Lake-town
- Ryan Gage – Alfrid
- Mikael Persbrandt – Beorn
- Sylvester McCoy – Radagast the Brown
- Cate Blanchett – Galadriel
- Manu Bennett – Azog the Defiler
- Ken Stott – Balin
- Graham McTavish – Dwalin
- Dean O’Gorman – Fíli
- Aidan Turner – Kíli
- James Nesbitt – Bofur
- Stephen Hunter – Bombur
- William Kircher – Bifur
- Mark Hadlow – Dori
- Jed Brophy – Nori
- Adam Brown – Ori
- John Callen – Óin
- Peter Hambleton – Glóin
- John Bell – Bain
Film Music and Composer
Howard Shore gives this chapter its own sound. Smaug receives a low, grinding theme built on brass and percussion, while Tauriel gets a soaring melody that marks her as the trilogy’s invention. Mirkwood’s music drones and warps to match the forest’s poison, and Lake-town carries a folksy, slightly seedy tune.
Standout tracks include “The Forest River”, which drives the barrel chase; “Flies and Spiders”; “Kingsfoil”, heard during Tauriel’s healing; and “A Liar and a Thief”, which underscores the Smaug conversation. “Smaug” itself is the longest cue in the film.
“I See Fire” plays over the end credits. Sheeran wrote, performed and produced it himself, and the song became a chart hit in several countries. Shore’s score once again went unnominated at the Oscars.
Filming Locations
The barrel ride used the Pelorus River in Marlborough, at the top of New Zealand’s South Island. Its clear, fast water and rocky gorge let the crew shoot real barrels on real rapids before adding orcs and elves digitally.
Beorn’s homestead rose in the Paradise area near Glenorchy, under the mountains that also framed Lothlórien in the first trilogy. The lonely meadow gives the skin-changer’s house the isolation the scene requires.
Everything else lived indoors. Lake-town, Thranduil’s halls, Dol Guldur and the interiors of Erebor all came together at Stone Street Studios in Wellington, with Smaug performed by Cumberbatch in a motion capture volume and built entirely by Weta Digital.
Awards and Nominations
The film received three Academy Award nominations: Best Visual Effects, Best Sound Editing and Best Sound Mixing. It won none, with Gravity sweeping all three categories.
It also earned a BAFTA nomination for Special Visual Effects. Smaug drew most of the praise, and the Visual Effects Society honored the dragon’s animation.
Behind the Scenes Insights
- Benedict Cumberbatch performed Smaug on his belly in a motion capture suit, with sensors tracking his face to drive the dragon’s expressions. He also voiced the Necromancer.
- Smaug’s design changed between films. The brief glimpse in An Unexpected Journey showed a four-legged dragon; Jackson rebuilt him as a two-legged wyvern with wings for forelimbs.
- Evangeline Lilly agreed to play Tauriel on the condition that there would be no love triangle. The 2012 pickups added one anyway, and she later spoke openly about her disappointment.
- Peter Jackson cameos in the opening Bree scene, chewing a carrot outside the Prancing Pony, exactly as he did in The Fellowship of the Ring.
- Stephen Colbert, a devoted Tolkien fan, appears as a Lake-town spy alongside members of his family.
- Thranduil’s giant elk was a horse named Moose, with the antlers added digitally.
- Luke Evans played Bard with his own Welsh accent, which Jackson used to set Lake-town’s working class apart from its ruler.
- The dwarf actors spent days bobbing in real barrels on the Pelorus River, and Jackson briefly joined them in one.
Inspirations and References
The source remains J.R.R. Tolkien‘s The Hobbit, specifically its middle chapters, with the Dol Guldur plot drawn from the appendices to The Lord of the Rings. Tolkien invented the Necromancer largely to explain where Gandalf went when he left the dwarves.
Smaug descends from two famous dragons. The hoard and the thief who wakes it come from Beowulf, while the conversation between a hidden hero and a dragon who sniffs him out echoes Sigurd and Fáfnir in the Völsunga Saga. Tolkien lectured on both.
Mirkwood takes its name from the Norse Myrkviðr, a dark forest of legend. Lake-town’s design follows Tolkien’s own drawing of a town on stilts, which he based on prehistoric lake dwellings. Alan Lee and John Howe once more shaped the look of Erebor and Thranduil’s halls.
Alternate Endings and Deleted Scenes
The Extended Edition adds around 25 minutes. Its most significant addition is Thráin, Thorin’s father, whom Gandalf finds wandering mad inside Dol Guldur. Thráin reveals that Sauron took his dwarf ring, and he dies when the Necromancer attacks.
Beorn’s house gains the book’s comic routine of Gandalf introducing the dwarves two at a time. Mirkwood gets the enchanted river, with Bombur falling in and sleeping through the march. Lake-town adds more of the Master’s scheming and Bard’s history.
In earlier planning, this material formed the end of the first film and the start of a second. Jackson’s late decision to make three movies moved Smaug’s attack on Lake-town into the finale and left this installment with its abrupt ending.
Book Adaptations and Differences
Tolkien’s book contains no Tauriel and no Legolas, though Legolas is Thranduil’s son and could plausibly have been home. Bard appears only at the end as a grim guard captain who shoots the dragon; the film gives him a boat, three children, a cell and a feud with the Master.
The Master welcomes the dwarves with feasts in the novel, hoping to profit. Kíli never takes an arrow, no orcs attack Lake-town, and no healing scene exists. Gandalf’s capture at Dol Guldur comes from a single line in the appendices, where he enters, finds Thráin and leaves.
In the book, Bilbo steals a cup, Smaug rampages outside, and the dwarves hide while the dragon figures out Lake-town from Bilbo’s “barrel-rider” boast. No golden statue, no forge chase, and no dwarf stands and fights. Bilbo also talks the spiders into chasing him by singing insults, and the elves catch Thorin separately from the others.
Durin’s Day differs too. Tolkien’s sunset reveals the keyhole when a thrush knocks; Jackson’s sunset fails and moonlight does the job.
Memorable Scenes and Quotes
Key Scenes
- Beorn’s bear form chasing the dwarves to his own front door.
- Bilbo breathing clean air above the Mirkwood canopy with butterflies all around him.
- Bilbo butchering a creature for touching the Ring, then recoiling from himself.
- The barrel chase down the river, with Bombur’s barrel rolling through orcs like a bowling ball.
- Thranduil revealing the dragon burns hidden on his face.
- Gandalf’s staff breaking before the Necromancer.
- Smaug rising out of the gold.
- The golden dwarf statue melting over the dragon.
Iconic Quotes
- “I am fire. I am death.”
- “What have we done?”
- “I did not come to steal from you, O Smaug the Unassessably Wealthy. I merely wanted to gaze upon your magnificence.”
- “I am barrel-rider.”
- “I’ll give you a name, and I shall call you Sting.”
- “A hundred years is a mere blink in the life of an elf. I’m patient. I can wait.”
- “I don’t like dwarves. They’re greedy and blind. But orcs I hate more.”
- “Such is the nature of evil. Out there in the vast ignorance of the world it festers and spreads.”
Easter Eggs and Hidden Details
- Legolas finds a portrait of Glóin’s son among his belongings and calls the boy a goblin mutant. That boy is Gimli, his future best friend.
- Jackson’s carrot-chewing cameo recreates his Bree appearance from 2001, shot for shot.
- Bilbo notices a missing scale on Smaug’s left breast, which sets up Bard’s shot in the next film.
- Girion’s black arrows sit in a windlance on Lake-town’s tower, a weapon the book never names.
- The painted eye on the Mirkwood statue is Sauron’s symbol, marking the forest as already under his influence.
- Thrór’s golden statue uses the same face as the stone kings of Erebor seen in the first film’s prologue.
- Kíli’s runestone bears a Dwarvish inscription, a promise to his mother to return.
- Gandalf and Bilbo both name “the dragon sickness” before Thorin ever shows it, planting the final film’s conflict.
Trivia
- The film grossed over 950 million dollars worldwide and ranked among the top earners of 2013.
- Cumberbatch and Freeman, partners on Sherlock, play the two sides of the Smaug conversation but recorded their performances months apart and never shared the set.
- Tauriel’s name means “daughter of the forest” in Sindarin, coined by the screenwriters.
- Ed Sheeran reportedly wrote “I See Fire” the same day he watched the film.
- Stephen Fry’s Master of Lake-town has no name in the book or the film.
- The world premiere took place in Los Angeles on December 2, 2013, with general release on December 13.
- Orlando Bloom returned to Middle-earth a full decade after The Return of the King.
- Mikael Persbrandt, who plays Beorn, is a Swedish actor known in his home country for crime dramas.
Why Watch?
Smaug alone justifies the ticket, and the barrel chase might be the most fun Jackson has ever had with a camera. The Desolation of Smaug moves faster, cuts deeper and looks darker than its predecessor. If you only watch one Hobbit film, make it this one.
Director’s Other Movies
- Bad Taste (1987)
- Meet the Feebles (1989)
- Braindead (1992)
- Heavenly Creatures (1994)
- The Frighteners (1996)
- The Lord of the Rings: The Fellowship of the Ring (2001)
- The Lord of the Rings: The Two Towers (2002)
- The Lord of the Rings: The Return of the King (2003)
- King Kong (2005)
- The Lovely Bones (2009)
- The Hobbit: An Unexpected Journey (2012)
- The Hobbit: The Battle of the Five Armies (2014)
- They Shall Not Grow Old (2018)
