The movie opens with old Bilbo (Ian Holm) puttering around Bag End and pulling out relics from his adventures. His voiceover speaking to Frodo says that he already knows much of the story of his adventures and the one ring, but he doesn't know all of it. Cut to a flashback of the city of Dale at the foot of the Lonely Mountain. It is a prosperous and bustling city outside of the dwarven kingdom, Erebor. Erebor is a powerful and wealthy kingdom founded by Thrain, grandfather of Thorin Oakenshield (Richard Armitage), and his greed is great. He hoards gold and riches until it catches the attention of Smaug a dragon. Dragons lust for riches, and Smaug easily devastates Dale and Erebor until the people of Thrain flee and everything is ashes. When elves arrive and see the desolation, they decide to leave and not risk their lives for the dwarves. Thorin sees this, and it causes great enmity between elf and dwarf.
Bilbo cuts back to the present, and he begins to write about his adventures. He is interrupted by Frodo (Elijah Wood) to discuss the upcoming party (his hundred and eleventieth birthday as shown in Fellowship of the Ring), as well as the loathsome Sackville-Bagginses. Frodo asks if Gandalf will be coming, and Bilbo tells him that Gandalf will not be late. Frodo heads off to the forest to "surprise" Gandalf when he enters the Shire (beginning of Fellowship) and Bilbo settles on his bench to smoke, reminiscing about his adventures.
Cut to 60 years ago, and a young Bilbo (Martin Freeman) is sitting on his bench, smoking, when he is interrupted by Gandalf the Grey (Ian McKellan). Bilbo says good morning, though he is confused by Gandalf's presence, as if he does not recognize or know him. They have an awkward discussion about if it is really a good morning, and Bilbo then recognizes Gandalf as the wizard who is quite good with fireworks. An irritated Gandalf appreciates that he is at least remembered for that. Gandalf eventually tells Bilbo he is looking for someone to go on adventure. Bilbo assures him in no uncertain terms that he is not the hobbit he's looking for, and almost rudely dismisses him. Once Bilbo goes back into his hole, Gandalf marks the door with a rune, unbeknownst to Bilbo.
Later that evening, Bilbo cooks his dinner and looks content as he painstakingly seasons it, very much anticipating his meal. He is interrupted by a knock on the door, and when he goes to open it, a dwarf is standing there. He introduces himself as Dwalin (Graham McTavish), and he barges into Bag End, looking for something to eat. Bilbo, flustered and confused, protests weakly but ends up watching Dwalin eat his supper. Dwalin scarfs it down and asks for more, to which Bilbo gives him a bowl of bread. There is another knock at the door, and Balin (Ken Stott) enters once Bilbo opens the door. Balin and Dwalin greet each other and start to raid Bilbo's pantry. Bilbo tries to protest, but the dwarves ignore him. There is another knock on the door, and it is Fili (Dean O'Gorman) and Kili (Aidan Turner) dwarven brothers. They also let themselves inside. There is another knock on the door, and the rest of the company is so bunched against it, that they fall onto the floor once Bilbo opens it. They are Dori (Mark Hadlow), Ori (Adam Brown), Nori (Jed Brophy), Oin (John Callen), Gloin (Peter Hambleton), Bofur (James Nesbitt), Bifur (William Kircher), and the enormously fat Bombur (Stephen Hunter). They promptly join in the pantry raid and Bilbo is devastated when he sees that his food store is greatly depleted. He is upset and confused by the dwarven gathering.
Gandalf shows up and is greeted by the dwarves. Bilbo immediately interrogates him as to why all of the dwarves are in his house, and Gandalf dodges the question by helping raid Bilbo's pantry. A lavish supper is had by all (except Bilbo), and Bilbo begins to complain about how the dwarves are handling his mother's dishes. The dwarves begin to playfully toss the dishes and cups around the room, frustrating Bilbo, until he sees that at the end of their "break everything Bilbo has" song the dishes are piled neat and clean on his table.
The dwarves discuss when "he" will be arriving. He Thorin Oakenshield soon does, walking through the door. Thorin is late because he was asking their brothers in the Iron Mountains to help them in their quest, which they declined. Once Thorin eats, the group discusses their quest taking back their kingdom, Erebor. Smaug may or may not be dead, so it is a very dangerous quest.
At first, the dwarves are reluctant, fearing failure because they are so few. Thorin encourages them, and they decide to set out the next day. However, they have no way into Erebor once they arrive, and Thorin produces a map that supposedly shows a way in. Gandalf then produces a key that he said he procured from Thorin's father and gives it to Thorin. The dwarves begin to object, wondering how they will find the door and how they will get to Smaug, if he still lives. Gandalf says that's why they need Bilbo, whom he calls a burglar. This startles Bilbo, and he explains that he is not a burglar and wants no part of this. The dwarves agree and begin to debate the use of bringing him along. Gandalf gets angry and cows everyone into silence by saying that they wanted him to find a burglar, so he found one. He lists the merits of hobbits, one of their traits being able to move without being seen. The dwarves are convinced and give Bilbo a contract to sign, absolving them of any harm that comes to him and entitling him to 1/14th of the treasure they find. Bilbo is disturbed by the causes of death listed, and faints. When he comes to, he and Gandalf discuss the quest, and Bilbo flatly refuses to go, insisting that he has no desire for adventure, that he is a Baggins and not a Took (Tooks being famous for their adventurous spirit), and that he wants to stay home, before leaving the room, presumably for bed. He does overhear the dwarves as they sing a song about the Misty Mountains, the devastation of Smaug, and their kingdom.
When Bilbo wakes up the next morning, it is to an empty house. He is relieved at first, but then sees the quest contract lying on the floor. He picks it up and looks at it, and you can see his sudden hesitation. The next scene shows him flying out the door, contract in hand, as he tears through the Shire to meet up with the already departed group. A hobbit asks him where he's off to, and he shouts that he is off on an adventure. He catches up with the dwarves and tells them that he will be coming with them, handing over the signed contract. The dwarves are amused, but give him a pony to ride, which he is uncomfortable with. Money exchanges hands, and Bilbo asks Gandalf what it means. He says that some of the company bet that he wouldn't show. Bilbo asks Gandalf what he thought, and Gandalf responds by catching a money purse thrown at him, saying he never doubted Bilbo for a moment.
The group is seen traveling through woods and wild lands. At one encampment, some wild shrieking is heard, which frightens Bilbo. He asks what it is, and some of the dwarves have some fun with him, telling him those are orcs out raiding. They tease him until Thorin gets angry and tells them that it is not a laughing matter. He stalks off and gazes moodily out into the darkness. Balin tells the company that Thorin has more reason than most to hate orcs, and tells how orcs killed his grandfather outside of Moria. The refugee Erebor dwarves tried to take back Moria, but it was already overrun with goblins and orcs. A huge battle flashback is shown, and the bodies of dwarves cover the ground. Thrain, Thorin's grandfather, is shown fighting valiantly, until he faces a massive white goblin, Azog (Manu Bennett). Azog beheads Thrain, which kills the spirit of the dwarves, who flee until Thorin rallies them again. Azog breaks his shield, but Thorin takes up an oak log and uses it as a shield earning him the name Oakenshield. He cuts off Azog's arm, and this heartens the dwarves. They rout the goblins until the goblins flee back into Moria. While the dwarves won the battle, they failed to take back the mountain and lost a great number of their people in the process. Balin tells the company that this is when the dwarven people looked to Thorin as their king. The company is quietly impressed by the bravery of their leader. Bilbo asks what happened to Azog, and Thorin replies that the goblin died of his wounds long ago.
While the company travels, we are shown orc scouts riding wargs (huge, deformed wolves), following Thorin's trail. Bilbo asks Gandalf if there are any other wizards out there, and Gandalf tells him there are five. He mentions Saruman (Christopher Lee), the head of their order, two blue wizards (whose names he cannot remember), and Radagast the Brown. We are shown Radagast (Sylvester McCoy) running through a forest, passing dead animals and looking very disturbed. There is a strange mold growing on the trees, and he pokes at it, noting that it is killing all living things. He picks up an ailing hedgehog and carries it with him to his very eccentric house. He tries everything he can to heal the hedgehog, but nothing works. During this, we see the shadows of huge spiders crawling all over his house, while mice by the score scamper in and hide under Radagast. He notices this, and then sees that the hedgehog has died. He knows that it is dark magic that is causing all of the death and destruction in the woods, and uses his sorcery to cure the hedgehog. When it revives, the spiders who look like they have almost broken into his house leave. He follows them, and sees them retreat into the forest, which is covered with webbing in the distance. He goes to investigate, riding a strange sled pulled by large rabbits.
The company comes across a destroyed house, and Gandalf says a farmer and his family used to live there. He does not say what happened to them though. Thorin says that the company will camp there that night, though Gandalf advises against it, insisting that the company head to Rivendell so that Elrond can read the map and help them. Thorin sneers and flatly refuses to take help from elves, whom he considers enemies. Gandalf grows frustrated with his stubbornness, advises him to quit looking behind him, and leaves. The company is disheartened by his departure, but begin to set up camp, remarking that wizards come and go as they may. Bilbo is ordered to begin making dinner, which he does.
Later, Bilbo is given two bowls of stew to take to Fili and Kili, who are keeping watch over the ponies. Once he reaches them, they tell him that they had 16 ponies, but now they only have 14. Bilbo sees overturned trees and grows frightened. The brothers tell him to go investigate, since he is the burglar and can go unseen, and they will back him up. He is not very reassured, as they begin eating the stew he brought, rather than follow him into the forest. After probing into the forest a little, they see a huge troll walk by, carrying two more ponies. One of the ponies is Bilbo's and this strengthens his resolve, as he has grown fond of her. He follows the path of destruction to a clearing where there are two more trolls and the missing ponies. The trolls are very stupid, complaining that they are eating mutton again and that they are tired of mutton. The troll carrying the ponies tells them that they're nags, not mutton, and they discuss that human is much nicer (one of them remarks he is still picking a farmer out of his teeth).
Bilbo tries to find a way to free the ponies, but their enclosure is tied fast with a thick rope. He watches the trolls, who are disgusting and again very stupid, as they discuss the seasoning of their stew. One of the trolls sneezes into the pot, and the other two are OK with this. Bilbo notices that the troll that sneezed has a large knife stuck behind its belt. He makes his way over to try to steal it, and fails several times, until the troll reaches behind him for its handkerchief and grabs Bilbo instead, sneezing all over him. Bilbo is stunned by this, and the trolls are also stunned, thinking the troll sneezed him out. They are confused that a booger would have arms and legs. He is dropped to the ground, and is examined to see if he is fit to eat. Before they can eat him, Fili and Kili charge in, attacking the trolls. The trolls are caught off guard, but fight back. Then the rest of the company joins in and fights the trolls, while Bilbo manages to steal a knife and set the ponies free. Once he does so, the trolls notice and seize him, holding him by his arms and legs. They threaten to rip his arms off if the dwarves don't throw down their weapons. Thorin does so, grudgingly, and the others follow suit.
We are then shown several of the dwarves being turned on a spit over the fire, while the others struggle in bags that are tied up to their necks. The trolls discuss how they need to hurry, because they don't want to turn into stone once the sun rises. Bilbo has an idea and gets the trolls' attention, trying to buy them some time, suggesting that they are going about eating the dwarves all wrong. The trolls want to know what they should do, and he suggests skinning the dwarves before cooking them. This does not go over well with the dwarves, but the trolls disbelieve him, saying that they've eaten things with their skin still on, and they're just fine. One of the trolls picks up Bombur to eat raw, until Bilbo says that Bombur has a parasite. The troll drops him to the ground in horror, and Bilbo says all of the dwarves have a parasite. They are riddled with disease. The dwarves get upset with him over this and insist that they do not have parasites, until Thorin kicks one of them. They then realize that Bilbo is trying to save them, and begin to insist that they do have rather large parasites inside of them.
The trolls get angry and confused, and look like they are about to eat Bilbo, until Gandalf arrives. He orders the trolls to stop, and when they look toward him, he breaks the hill of rock he's standing on, which lets in the rising sun's rays. The trolls immediately turn into stone, and the company is saved. Thorin and the rest blame Bilbo for their trouble, but Gandalf points out that it was Bilbo that bought them the time for Gandalf to arrive. They grudgingly acknowledge this, and ask where Gandalf has been. He says he was scouting ahead. When asked why he came back, he said he was looking behind (sharing a meaningful look with Thorin). They investigate the trolls' cave and find a great treasure. They bury some of it, calling it a long-term deposit, while Gandalf and Thorin discover elf-made swords Glamdring, which Gandalf takes, and Orcrist, which Thorin takes. Gandalf also discovers an elf-made dagger (Sting) and gives it to Bilbo.
As the company sets out again, they meet Radagast, whom Gandalf seems amused to meet. Radagast is all aflutter, and can't get out what he means to get out. Gandalf patiently questions him, until he gets out of him that there is evil going on in Mirkwood forest. He says that he investigated the destruction until it led him to the abandoned fortress of Dol Goldur. He says that a Necromancer there is raising the dead, and he had to fight off a ghost that attacked him (the Witch King of Angmar). He takes the sword that the ghost wielded and shows it to Gandalf. Before they can discuss things further, they are interrupted by warg scouts. The company kills them, but must flee. Radagast offers to draw them off and Gandalf, seeing his sled is pulled by rabbits, doesn't believe he can do it. Radagast tells him these are special rabbits, and we then see him racing across an open plain, pursued by the wargs and orcs. He manages to keep ahead of them and draw them off of the dwarves' trail.
The dwarves scurry and hide their way across the plain, until they are noticed by an orc riding a warg, who comes over to investigate. The dwarves kill them once they are discovered, but cause a lot of noise doing so. The other wargs are drawn off of Radagast and toward the sounds of the dying orc and warg. Gandalf disappears, and the dwarves bemoan that they have been abandoned. He appears over the lip of a rock, telling them to follow him. They follow him to find an underground tunnel. The dwarves jump inside, just in time, as elves arrive to kill the orcs and wargs. They manage to kill most of them, but one gets away.
Dwalin discovers a path in the underground tunnel, and they follow the path until it takes them to Rivendell. Thorin is angry with Gandalf, feeling manipulated into coming to Rivendell, but Gandalf tells him that it was necessary. They approach the elven town and encounter the returning war party, headed by Elrond (Hugo Weaving). There is a tense moment as the elves surround the dwarves, and the dwarves prepare to defend themselves, but Elrond greets Thorin graciously, welcoming them to Rivendell and offering them supper. The dwarves agree immediately, but are disappointed to find that supper consists of fruits and vegetables (no meat). They settle in for the night in their own space, eating their own food that they brought (this has the scene with Bombur crushing the table he's sitting on).
Meanwhile, Gandalf is meeting with Elrond, Thorin, and Balin over the map. Thorin is distrustful, but eventually hands the map to Elrond, as Gandalf says he is one of three now alive who can read it and tells Elrond that it is purely academic (leaving out the quest). Balin objects, but is overruled. Elrond notes that there are moon runes on the map that can only be read when the moon is the same as it was when it was written. As fate would have it, they arrived at Rivendell at the same time the runes were written, and they are able to read the map. It tells them the location of the hidden door to Erebor, and Balin and Thorin discuss what to do. Elrond discovers that they mean to go to Erebor to take back their kingdom. He advises against doing so, but the dwarves ignore him.
In the morning, Gandalf meets with Elrond, Galadriel (Cate Blanchett), and Saruman. All three interrogate Gandalf on the quest and advise against it. To deflect them, Gandalf offers up Radagast's account of his encounter with the Necromancer. Saruman immediately rejects the idea of a Necromancer and insists that it is only a human doing sorcery. Galadriel knows otherwise and holds a conversation with Gandalf in his head about it. She asks him to show what he brought, and he brings out the sword Radagast gave him. Elrond and Galadriel recognize it as the sword of the Witch King of Angmar, but can scarcely believe it, as the sword and king were buried deep below the ground long ago, where no one could get to it. Saruman continues to disbelieve, and explains why. As he's doing so, Galadriel catches Gandalf (speaking in his head again) deflecting from the subject at hand Thorin and his quest. She notes that the dwarves have already left Rivendell, and Gandalf knew about it. Gandalf smiles and nods. We see the dwarves continue their journey, with Rivendell in the distance behind them. Gandalf and Galadriel speak later alone, and she offers him whatever help he needs.
The surviving orc scout returns to his master, who is at Weathertop (where Frodo was stabbed by the Witch King of Angmar in Fellowship). We see that his master is Azog, whose missing arm has been replaced with an ugly looking mace spiked into his stub. The scout admits failure and blames the elves. Azog is furious that his scout failed and throws him to the wargs for supper. He sets out to do the hunting himself.
The dwarves are climbing along a mountain pass in the middle of a violent thunderstorm. They realize that it is not a normal thunderstorm storm giants are fighting each other, causing the mountains to heave and break around them. The dwarves find themselves separated and trying to reunite as the storm giants fight, break each other, and fight some more. The company manages to get back together, though Bilbo almost falls off a cliff. Thorin pulls him to safety and remarks that he has been lost since they left Bag End. That Bilbo does not belong. This hurts Bilbo's feelings, but he does not say anything. The company takes shelter in a cave. Thorin nixes fires, not wanting to draw attention to their company. He sets a watch, and the rest go down for sleep. When everyone is asleep, Bilbo packs his bag and goes to leave, wanting to go back home. Bofur tries to stop him, but Bilbo tells him that he's not like them that he has a home and a place he belongs to. Thorin overhears Bilbo saying this, and Bofur sadly replying that he's right. He wishes Bilbo well, and Bilbo does the same. Bofur then points out that Bilbo's sword, Sting, is glowing bluesignifying orcs/goblins are near.
Suddenly, the floor begins to crack, and Thorin tries to rouse everyone before they are trapped, but it is too late. The floor tips and slides everyone off into a cavern, where they are set upon by goblins and taken prisoner. While they are hauled away, Bilbo drops down and becomes hard to see. The goblins pass him by, not noticing him, though Bifur sees him do this. Bilbo follows the company quietly, Sting drawn, and encounters a rogue goblin. The goblin attacks him and Bilbo fights back, feebly. They eventually fall off the side of the bridge and down into a deep cavern.
The dwarves are hauled before a grossly giant goblin king. He gloats and taunts them, until Thorin steps forward. The goblin king recognizes him and says he knows someone who will pay a high price for Thorin's head. Thorin knows he's referring to Azog, but refuses to believe it. The goblin king tries to interrogate them as to what their quest is about, but none of the dwarves will talk. He orders for torture devices to be brought to him and sends a message off to Azog that he has Thorin captive.
Bilbo wakes up and sees that the goblin that attacked him is nearby, though unconscious. He hears something approach, and we see Gollum (Andy Serkis) set upon the goblin. Though he does not come right out and say it, he implies that he is taking the goblin to eat it, saying that it is better than nothing. He does not see Bilbo. The goblin wakes up, and fights Gollum, and in the struggle, a ring drops out of Gollum's loincloth. Gollum gets the upper hand and drags the goblin off. Bilbo goes to follow him, and notices the ring at his feet. He picks it up and puts it in his pocket, not making much of it. He follows a path and sees Gollum singing and bashing the goblin's head in with a rock. The goblin struggles, and Bilbo looks away, only to see Sting flutter blue and then go dark. Gollum has killed the goblin. While Bilbo scrambles around, looking for a way out, Gollum notices him and comes up on him.
Gollum wants to eat him, and Bilbo is very much against this. The subject of games comes up, and Gollum is instantly diverted, crowing that he loves games. They start a riddle game; if Bilbo wins, Gollum shows him the way out. If Gollum wins, he gets to eat Bilbo. Bilbo says this is more than fair. They begin, and go back and forth for a few riddles, with Gollum growing increasingly impatient. Bilbo manages to answer all of his riddles, which angers Gollum. While Bilbo is struggling to think of a riddle to tell, Gollum edges closer, telling him to ask a question, intent on eating Bilbo regardless. Bilbo is fumbling in his pockets and touches the ring, and off-handedly asks himself "what have I got in my pocket?" Gollum is taken aback and immediately cries foul, that it is not a fair question. Bilbo jumps on this and tells him that he must answer. He gives Gollum three tries, which Gollum fails. He loses the game, and Bilbo insists that he show him the way out. Upset, Gollum moves to put the ring on and attack Bilbo anyway, and discovers that it is missing. He throws a fit, and searches everywhere for it, until he thinks back to Bilbo's question about what's in his pocket. He knows that Bilbo has the ring and chases him. Bilbo runs.
Meanwhile, torture apparatuses are brought to the goblin king, and the dwarves are almost certainly going to be killed. The other goblins are going through their things, and they discover Orcrist, which glows blue when it is near goblins. They shy away from it, as it is an infamous weapon that has killed many goblins. This enrages the goblin king, and he orders that Thorin's head be struck off. Before that can happen, Gandalf shows up and literally blows all of the goblins down with a blast from his staff. He tells the dwarves to fight, and the dwarves immediately scramble for their weapons, fighting many, many goblins. They have to flee, however, as there are too many to fight. The goblins give chase as the dwarves try to find their way to sunlight.
Bilbo is still running from Gollum, and sees a crack that he tries to wedge himself into. He gets stuck, and Gollum is about to strike, when Bilbo shoves himself through, popping all of his jacket buttons off. He trips and falls, and the ring goes flying through the air, landing intentionally on Bilbo's finger. The world goes shady, and Gollum leaps through the crack to find that Bilbo has disappeared. He howls and searches for the hobbit, but cannot find him. He cries out "thief!" and "Baggins!"
The dwarves continue to flee the goblins and are about to break free, when the goblin king shows up, blocking their way. They are surrounded by goblins and cannot escape. The goblin king gloats until Gandalf cuts open his belly and throat. He falls, breaking the bridge, and the dwarves are plunged into an abyss. They all survive, however, and find an escape. As they are running for the exit, we see that Bilbo has followed Gollum all the way to the same exit. Gollum continues to search fruitlessly for Bilbo and is blocking Bilbo's way out. He sees the dwarven company running by and hides. Bilbo, not wanting to get left behind, moves to kill Gollum. At the last minute, he sees how pitiful Gollum is, broken-hearted over losing his ring, and relents. Instead of killing him, he jumps over him and runs, leaving Gollum howling and furious over the loss of his ring.
The dwarves run down the mountainside, thinking they are safe. Gandalf counts the company and sees that Bilbo is missing. Bilbo comes up on them, still wearing the ring; they cannot see him. Gandalf asks where Bilbo is, and no one knows. Bifur mentions seeing him drop away, and Thorin states that Bilbo has run away, leaving them to their fate. He never belonged with the company and was probably miles away by now. They will not be seeing him again. Bilbo removes the ring and steps into the group, surprising everyone. Thorin asks why he returned, and Bilbo says that he has a home and a place where he belongs, but the dwarves don't. He wants to do what he can to help them have a home. This touches and humbles Thorin, but before there can be any response, Azog and his warg army shows up, chasing them down.
The company flees through the forest, until they reach a cliff. They are trapped. Gandalf orders everyone to climb up into the trees and everyone does so in the nick of time. The wargs snarl and try to climb the trees, but can't. They throw their bodies against them until they start to fall. Azog shows up and confronts Thorin, who can hardly believe his eyes. Azog orders his goblins to leave Thorin to him, but kill the rest. The trees start to fall, and the company has to jump from tree to tree until they reach the last one of the edge of the cliff. It begins to sag under their combined weight. Gandalf notices a moth fluttering nearby and catches it, sending a message to the Eagles. The moth flies away and Gandalf starts lighting pine cones on fire, turning them into bombs. He passes them out to the company, and they set the ground, and some wargs, on fire. This stymies Azog, but when Thorin sees that some of his group are about to fall to their deaths, he leaves the tree and takes on Azog alone.
Azog easily defeats Thorin, bashing him in the face and his warg chewing up his arm. The warg throws his body around, and Bilbo runs to protect him, saving him from being beheaded by an orc. Thorin sees this before he passes out. The rest of the company rush in to fight, and Azog is amused that Bilbo would try to fight him. Bilbo gets tossed around, and right as he's about to get eaten by the warg, the Eagles arrive and begin to kill the orcs and wargs, grabbing them and throwing them off of the cliff. They save the dangling dwarves and the ones fighting, picking up an unconscious Thorin and a very conscious Bilbo. Azog is furious at being cheated of his prize.
The Eagles drop the company off at a safe place, where they can see the Lonely Mountain in the distance. Thorin is revived by Gandalf and begins to chew Bilbo out. He said that he knew from the beginning that he would be a burden, that he doesn't belong. Then he says that he was very wrong and embraces Bilbo. The company looks at the Lonely Mountain in the distance and see a thrush flying toward it. They take this as a good sign, that Smaug is dead or gone, and the mountain is abandoned. Bilbo remarks that the worst is behind them, which the audience knows, is not so.
The thrush is shown on the Lonely Mountain, picking up a nut and bashing it against the stone. The tapping carries through the deserted halls of Erebor and awakens Smaug, who is sleeping underneath a giant pile of gold.
END OF PART ONE
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