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The Hobbit: The Desolation of Smaug

A Viewer’s Companion

The Hobbit Guides

We also have a Viewer's Companion to the first and third Hobbit movies, which you'll find here:

Movie-goer's Guides

If you want to take a look at our 'Movie-goer's Guides' for the Lord of the Rings trilogy of films, you'll find them here:

Riddles in the Dark

If you're interested in the development of The Hobbit movies, you'll want to take a look at the Riddles in the Dark project. Tolkien Professor Corey Olsen presents a series of podcasts looking at the adaptations in thorough detail, and lots more Tolkien-related material too.

About References

When we quote from the book The Hobbit (or other works) you'll find a number in [square brackets] next to the reference. Check the References list at the bottom of the article for the full source.

The second movie of The Hobbit carries on almost directly (a short prologue aside) from the first, with our heroes having descended from the Carrock and travelling on eastwards towards the Lonely Mountain.

In comparison to the book, the events in The Desolation of Smaug start a few pages into chapter 7 (Queer Lodgings) and carry us through to the beginning of chapter 14 (Fire and Water). This film is far from a direct translation from page to screen, however; there are numerous new incidents and characters, and many shifts from the original story (at some points while watching the film, even knowing the book, it's hard to anticipate what's coming next). Nonetheless, the core story remains remarkably consistent with Tolkien's original tale.

Structurally, this second movie is notably less linear than the first, with several scenes sandwiching themselves into other pieces of action, and multiple plot strands running simultaneously. In parts of what follows, we've straightened out some of these twists and turns to make it easier to cover different topics without confusing matters too much.

A Note on Spoilers

If you're reading this article, we're assuming that you've seen both The Hobbit: The Desolation of Smaug, and also the other movies in Peter Jackson's Middle-earth saga. If you haven't, you'll find this article absolutely full of spoilers, so don't read ahead if you want to enjoy the full experience of watching the movies.

We'll also be making references (of course) to the original book of The Hobbit, and to The Lord of the Rings, though we've generally tried to avoid crucial plot points. As far as possible, we've tried to avoid possible spoilers for the final movie by restricting this discussion to those chapters of The Hobbit covered so far. There are a handful of cases where it's hard to fully discuss something without at least mentioning what's likely to happen in the future, though. In those cases we've marked the possible spoiler like this: [View spoiler]. If you're not concerned about the spoiler, just click the link to read it.

A final warning: though we've been careful about possible spoilers in this article, the main Encyclopedia - which is completely based on the books - has no spoiler restrictions. If you're concerned about being spoiled, then, it's probably best not to click any of the links to Encyclopedia entries.

Prologue: The Prancing Pony

Before the main story gets started, we have a brief flashback to Bree, where Gandalf and Thorin meet in the Prancing Pony and begin to discuss their plans to take back the Lonely Mountain. This part of the story doesn't come from book itself, but it does broadly follow a brief description of their meeting given in Appendix A to The Lord of the Rings (and expanded elsewhere).

  • The opening shot gives us a subtitle to place the action: 'Bree - on the borders of the Shire'. In Tolkien's universe, Bree is about forty miles from the Shire's borders, but the geography of the movie seems to have contracted things a little. In the film version of The Fellowship of the Ring, Frodo and his companions also visit Bree - and indeed this very inn - and they seem to reach it almost immediately after leaving the Shire, so this is apparently an intentional change to the movie version of the world.

  • As the camera passes through the streets of Bree on its way to the inn, we glimpse one of the townsfolk munching on a carrot. That's Peter Jackson in one of his trademark cameo appearances.

  • Tolkien gives us an exact date for the events depicted here: 15 March III 2941, which places it about a month and a half before the Unexpected Party at Bag End. In the interim, Gandalf accompanies Thorin to his halls in the Blue Mountains, where they make their plans before setting out on the Quest proper.

  • The Desolation of Smaug addresses a few issues that seemed mysterious in the first film, and one of these is Gandalf's acquisition of the map and key from Thorin's father, and specifically the fact that in An Unexpected Journey, Thorin didn't seem at all curious about how this happened. Here, we find out why not: Thorin's father Thráin actually sought out Gandalf, and Thorin was well aware of the fact. That's a quite different sequence of events from those in the books (where Thorin had no idea how Gandalf had come by the map and key) but it completely explains Thorin's otherwise puzzling lack of reaction at the Unexpected Party.

  • Gandalf suggests that Thorin call together the seven Dwarf-families, something that we know from An Unexpected Journey he does later attempt. These families are the clans descended from the original seven Fathers of the Dwarves, and Thorin is the rightful leader of only one of these, the Longbeards or Durin's Folk. The other six aren't named in any canonical source, but we do have a probable list: they were the Firebeards, the Broadbeams, the Ironfists, the Stiffbeards, the Blacklocks and the Stonefoots.

  • The conversation between Gandalf and Thorin reveals a vital plot point: that all seven clans of the Dwarves are sworn to follow the holder of the Arkenstone, and so its recovery is the vital purpose of the Quest. This is an invention of the movies, and quite an ingenious one: it gives the Quest a distinct and achievable purpose, and makes complete sense of Bilbo's role as 'burglar'. The book is much vaguer on this point, and indeed the Dwarves there don't seem to have much of a coherent plan beyond reaching the Lonely Mountain and somehow burgling the treasure. When we see the vast size of Smaug's hoard later in the film, it becomes obvious just how completely implausible that idea would be.

The House of Beorn

At this point we return to the Quest itself, with Bilbo and the Dwarves trying to escape the still-pursuing Orcs and encountering the skin-changer Beorn. In the book, Beorn has an entire chapter to himself (chapter 7, Queer Lodgings), but his appearance in the film is almost perfunctory: he gives the travellers a place to stay, lends them the supplies they need, and sends them on their way (though we do learn that he hates Orcs even more than he despises Dwarves). [View spoiler]

  • In the book, we first meet Beorn in human form, and only later is his more ferocious and unpredictable side revealed. The movie reverses this, giving us the rather puzzling spectacle of bear-Beorn chasing the Dwarves into his own house, and then human-Beorn giving them breakfast the following morning.

  • The book's Beorn has a remarkable menagerie of extraordinary animals that not only communicate with him, but even perform tasks like serving food. Very little of this has made it into the film, and though we do see plenty of animals in Beorn's hall, there's no indication that there's anything unusual about them. The exceptions are Beorn's huge bees, which he keeps to make the honey of which his bear form is so fond (and from which he indirectly takes his name).

  • Though in general Beorn's part in the movie is rather smaller than in the book, one element of his story has been expanded considerably: the tale of his origins. The book of The Hobbit gives us nothing definite on this at all, though it does hint that he had been driven out of the Misty Mountains (presumably by the goblins, though even that is left ambiguous). The movie is much more explicit, giving us an entire people of skin-changers overrun by the Orcs, leaving Beorn as an exile and thus explaining his deep hatred for Azog and his followers. None of this is actually at odds with what's said in the book, but it goes much further than what we're told there.

  • As Bilbo studies his new Ring in Beorn's house, we hear a voice chanting words in the Black Speech. The words translate as 'One Ring to rule them all, One Ring to find them, One Ring to bring them all and in the Darkness bind them.' Those words are secretly inscribed around the Ring itself, so the voice on screen is reciting the actual inscription, though of course Bilbo can't see it at this point. As the chant continues, the scene shifts to show us...

A Visit to Dol Guldur

While the Dwarves are safe in Beorn's house, we glimpse the goings-on at Dol Guldur, with Azog returning there for orders. There's nothing directly comparable in the book: though the Necromancer and his dreadful power are mentioned on a few occasions, we never actually see his stronghold in any detail. Quite apart from that, in Tolkien's timeline Azog has been dead for more than a century at this point, so events in the book and movie universes necessarily play out in different ways.

  • With Azog now being tasked with commanding the Necromancer's armies, a new Orc appears to take over the pursuit of Thorin and the Dwarves: Bolg. In the book, Bolg is actually the son and heir of Azog, called Bolg of the North and a leader of armies in his own right. The film version doesn't go into detail about his back story, so it's unclear how far the same relationship holds there.

  • The timing in this section is a little difficult to parse. We know that Azog is watching the Dwarves when they take shelter in Beorn's house, and he then travels to Dol Guldur where he sends Bolg back to replace him on the hunt. We then see the Dwarves leaving Beorn, who warns them, 'your hunters are not far behind', with the apparent implication that Bolg has taken up the hunt in Azog's place. It's hard to see how that could work, since (following Tolkien's geography, at least) the round trip to Dol Guldur and back would involve a journey of at least five hundred miles. So, either the Dwarves stayed much longer with Beorn than seems obvious, or Azog left his hunters behind to follow Thorin and Company, and Bolg caught up with them later. (Of course, there's also the third possibility that the geography of Mirkwood is different in the movies than in the books but, as we'll see shortly, that doesn't appear to be the case.)

Into Mirkwood

With the help of Beorn, the Dwarves are now ready to begin their perilous journey through the vast dark forest known as Mirkwood. This is the same forest in which, far to the south, Radagast has his home (or at least had his home until it was destroyed by giant spiders in the last movie). Dol Guldur also stands in this forest - again, far to the south - and is the source of the darkness and corruption that now fills the Wood. The journey through Mirkwood corresponds (a few twists and turns aside) to chapter 8 of The Hobbit, entitled Flies and Spiders.

  • At the beginning of the path through the trees stands some kind of marker or shrine which obviously has mysterious properties - at least, Galadriel seems able to use it to communicate with Gandalf, and warn him to visit the tombs of the Nazgûl in Rhudaur. There's nothing remotely like this in the original, where the start of the path is simply marked by two trees leaning together; it seems to have been inserted into the movie version to rationalise a later plot development (Gandalf will send Radagast with a message for Galadriel, which would hardly make sense if he could communicate with her without magical help). Another slight change here is the fact that Galadriel's message changes Gandalf's mind, causing him to leave the Dwarves to find their way alone; in the book, he'd planned to do this all along.

  • Just before Gandalf leaves the Dwarves, Bilbo comes close to revealing his Ring, but changes his mind at the last moment. He keeps it a secret in the book, too, until he is eventually forced to reveal it during the upcoming fight with the spiders of Mirkwood. That doesn't happen in the movie, and the Ring is still Bilbo's secret at the end of The Desolation of Smaug. [View spoiler]

  • As Gandalf leaves the Dwarves behind, he warns them, 'this is not the Greenwood of old', a nod to Mirkwood's older name of Greenwood the Great. Gandalf's phrase fits with Tolkien's timeline (in which the spreading corruption of the Wood meant that it had not been called the Greenwood for centuries). It's a rather strange choice of words to say 'of old' for the movie version, though, in which Gandalf was only told about the newly descended darkness of the Forest as he approached Rivendell, a matter of weeks earlier.

  • There have been a couple of occasions in the films where we've apparently seen characters travel immense distances in practically no time at all (and we'll see more of this in The Desolation of Smaug, too). One possible explanation is that the geography of Peter Jackson's Middle-earth is arranged differently from Tolkien's, so it's interesting to hear from Gandalf that going around Mirkwood rather than through it would take the Dwarves two hundred miles out of their way northward, and twice that southward. These dimensions fit pretty much exactly with the Mirkwood of the books.

    A similar conversation about skirting Mirkwood occurs in the book, too, but there Gandalf's reason for not going southward is that 'you would get into the land of the Necromancer' . It's hard to be sure how much significance to put on this change - if any - but it might be taken to suggest that that films' Dol Guldur isn't in southern Mirkwood as it is in the books.

  • Obviously a forest with a circumference of around six hundred miles will also take quite some time to pass through from one side to the other; at this latitude, Mirkwood is more than a hundred and fifty miles across, west-to-east (which is the direction the Dwarves are travelling). The book isn't explicit about how long it took to cross this distance, but we know that the Dwarves set out with 'food to last them for weeks with care' and that food had gone by the time they entered the Woodland Realm near the Forest's eastern edge. The film doesn't really give the impression of all this time passing, but it seems that it must have done so, if we're to make sense of Gandalf's comments about the size of the Forest.

  • In both versions, Bilbo climbs a tree to see if he can discover how close the company is to the end of the Forest, but the details between the two stories differ considerably. First, the butterflies he sees in the book are black, like many of the creatures in the corrupted Forest, while in the film they're a shimmering blue. More significantly, in the book he sees nothing but trees going on to the horizon (deceptively so, because the tree he climbs happens to be at the bottom of valley). In the film version, he gets a clear view of the Long Lake and the Lonely Mountain. As often in the movies, there's a certain amount of artistic licence at work here: though the Mountain appears huge on Bilbo's horizon, it's actually about fifty miles away.

  • Descending from his tree, Bilbo discovers that his friends have been captured by the giant spiders of Mirkwood, who wind them in webbing in just the same way as Shelob wound Frodo in The Return of the King. That's not coincidental: at least in Tolkien's books these spiders are descended from Shelob, and their similarity in the movies suggests that the same relationship holds there, too.

  • A power of the Ring that's unique to the movie comes into play at this point: when Bilbo puts it on, he's suddenly able to understand what the spiders are saying to one another. There's no need for this ability in the book, where the spiders simply communicate in normal language. This seems to be a general change in approach: there are several points in the book where animals speak (the Eagles and Wargs, for example) but it seems to be a deliberate decision by the film-makers to avoid speaking animals, at least without some kind of magic coming into play (as with the Ring here).

  • At one point during the battle with the spiders, Bilbo loses his Ring, but quickly finds it again (this scene isn't in the book, but it helps to show just how desperately attached he had already become to 'the Precious'). During this sequence, he fights... something: a strange creature emerges from the ground that looks like it might be some kind of crustacean (just possibly a giant woodlouse or pill bug). It's difficult to be sure exactly what we're seeing here, or what this peculiar thing is doing hiding among the spiders in the Forest.

The Elves of the Wood

At this point the Dwarves encounter the Elves of the Woodland Realm, and the plot of the movie starts to veer away from the original book. As with most of the film, the underlying structure of this part of the story is recognisable (in both versions, the Dwarves are captured by Wood-elves, and Bilbo uses his wits and his Ring to devise a plan of escape) but there's a great deal of incident and character here that's unique to the movie. Much of this new material affects developments further on in the narrative, too, so this is really the point where the two versions start to seriously diverge. As far as this part of the film follows the book, it corresponds to the last part of chapter 8 (Flies and Spiders) and the body of chapter 9 (Barrels Out of Bond).

  • The differences between the ways the Dwarves are captured by the Wood-elves varies pretty significantly between the two versions. There's not much to be gained by working through the entirely different sequence of events in the book (especially since the final outcome is the same) but one shift that will have major consequences for the rest of the movie is the introduction of two new characters, neither of whom appear anywhere in Tolkien's Hobbit:

    • Legolas: Everything we know about Legolas' personal history suggests that he would have been in the Woodland Realm when the Dwarves passed through it. He doesn't appear in the book, though, simply because Tolkien hadn't yet invented him; in that version, we have to assume that he's somewhere in the background at this point in the tale. With the history of The Lord of the Rings now thoroughly established, it makes absolute sense that he'd appear in a film version of the story, and indeed it's hard to see how he could reasonably have been left out.
    • Tauriel: Tolkien's Hobbit contains remarkably few female characters. Indeed, they're practically absent, and the handful who are mentioned (like Bilbo's mother Belladonna) are already dead when the story starts. It's understandable, then, that the movie version would want to redress this a little, and the character of Tauriel makes perfect sense in that context. The book tells us so little about the culture of the Wood-elves that we can easily imagine her 'behind the scenes' of the story like Legolas, and her name certainly fits: it comes from the Elvish for 'daughter of the Wood'.

    Of course it follows that, since these characters are nowhere to be found in the original book, neither are all the adventures they have throughout the rest of the movie. Just about every scene with either Legolas or Tauriel from this point forward (and there are quite a lot of these) is unique to the film version of the story.

  • As Legolas takes the Dwarves captive, he examines Glóin's locket, which contains a picture of his son - 'ma wee lad' - Gimli, with whom Legolas will become great friends as part of the Fellowship nearly eighty years in the future. (Actually Gimli isn't exactly a 'wee lad': he's sixty-two years old at this point, though the long-lived Dwarves still considered him too young to join them on their Quest).

  • In the same sequence, Legolas recognises Thorin's sword Orcrist as being of made by the Elves, and comments on the fact in subtitled Elvish. In fact his Elvish comments are more specific than this, correctly recognising the sword's origin as the ancient city of Gondolin, though this detail isn't translated in the subtitles.

  • Soon we meet Thranduil, king of the Woodland Realm. Thranduil appears in the book, but he's never actually named; he's referred to simply as the Elvenking throughout, and it's not until The Lord of the Rings that we discover his name. The movie also reveals that he has a strangely wounded face that he keeps magically concealed. Apparently he received this wound from one of the 'great serpents of the North', though we don't find out any more. None of this is in the books, so the significance of this part of Thranduil's history is something of a mystery. Perhaps things will become clearer in the final film.

  • Discussing Legolas, Tauriel says to Thranduil, 'I do not think you would allow your son to pledge himself to a lowly Silvan Elf'. Almost all of the Wood-elves are 'Silvan Elves', a term that dates back to the First Age when many of the Elves set out on a Great Journey to reach the shores of the Sea and cross it into the West. Not all of the Elves who set out on that journey completed it, and the Silvan Elves were among those who abandoned their companions to settle in the woods east of the Misty Mountains. Thranduil and Legolas aren't of this people; their ancestry goes back to a different group known as the Sindar, who were related to the Silvan Elves but considered 'higher' for historical reasons. Thus Tauriel refers to herself as a 'lowly' Silvan Elf, and Thranduil evidently agrees.

  • Kíli's runestone was, he reveals, given to him by his mother. Though she's not named in the story, his mother is Thorin's younger sister Dís, the only Dwarf-woman named anywhere in Tolkien's legendarium, and that relationship explains why Kíli's brother Fíli calls Thorin 'uncle' later in the film. (The runes on the stone apparently read 'come back to me' in Dwarvish, though in fact Tolkien gave us only a handful of words of the Dwarves' secret language Khuzdul, so this inscription is necessarily an invention on the model of those few known fragments, rather than coming from Tolkien himself.)

  • We're given the name of one other of the Elves of Thranduil's kingdom: Elros. Historically, that was actually the name of Elrond's brother, though that original Elros was long dead at this point (presumably the Wood-elf Elros gained his name out of respect for the more famous historical character). The name Elros is nowhere in the book of The Hobbit, but another of the Wood-elves is named there (but not in the movie): Galion the king's butler.

  • The final escape of the Dwarves from the Elvenking's Halls marks another point where a slight change to the story actually makes a little more sense in the movie than in the original book. There, the Elves throw the Dwarf-filled barrels into the river by hand, and even comment on how heavy the barrels are, and how unlikely to actually be empty, before rolling them through the trapdoor anyway. The film's solution of having a trapdoor operated by a lever avoids this problem altogether. Just as in the book, Bilbo only realises at the last moment that he has forgotten to factor himself into the escape plan, and though the details are marginally different between the two versions, in both we see the Dwarves eventually end up in barrels floating down the river with Bilbo among them.

  • If the escape from Thranduil's halls is broadly recognisable between the two versions, the trip down the Forest River that follows contains major shifts between the two stories.

    In the book's world, barrels filled with goods are rafted up the river from Lake-town to the Wood-elves, and then the empty barrels are allowed to float back downriver to be collected by the Lake-men (hence the Elves' trapdoor over the river). The movie version of the river is so filled with rapids and waterfalls that this arrangement would obviously be impossible, and the Dwarves' trip down the river, a damp but uneventful journey in the book, becomes something of a rollercoaster ride in the film.

    Rapids and waterfalls are the least of the Dwarves' problems, though, as a running battle ensues along and across the river when Bolg and his Orcs catch up with their quarry, and Legolas and Tauriel also join in the fray. To make matters worse, Kíli leaves his barrel to try to open a closed water-gate, only to receive a poisoned and apparently mortal arrow-wound. All these adventures are unique to the movie, as are the storylines they set up in Lake-town to follow.

Gandalf the Grey Investigates

Now we leave the Dwarves for a few moments to discover what Gandalf has been doing in the interim. Following Galadriel's advice, he has travelled to Rhudaur to explore the tombs of the Nazgûl. This sequence, and most of what follows for Gandalf, comes from the imagination of the film-makers. In Tolkien's version the Nazgûl were never entombed anywhere, so whatever the Wizard was up to at this point in the books (and we're given little more than hints) he definitely wasn't visiting the tombs of the Ringwraiths.

  • The geography of the situation makes Gandalf's visit quite a feat. Getting to Rhudaur from the edge of the Forest would mean that Gandalf must have turned around and followed his own footsteps back into the Misty Mountains, over the High Pass (hopefully avoiding the angry goblins), back down to Rivendell and then off into the wilds to the west and north. That's a trip of about a hundred and fifty miles, which is by no means impossible (since we've evidently spent at least several weeks with the Dwarves, Gandalf probably had time to make the journey), but it does seem an odd diversion to make at such a pivotal moment.

  • Deep within the now-empty tombs, Gandalf encounters his fellow Wizard Radagast, and we find out that Gandalf has summoned Radagast to meet him there, which raises a few questions:

    • How did Gandalf manage to summon Radagast, or communicate with him at all? Since they evidently didn't meet on the road, presumably some kind of magic was involved, but we've already established that Gandalf needed a magical shrine to make contact with Galadriel, at least. Perhaps he used the same shrine to secretly send a message to Radagast before he left the Dwarves, or perhaps the Wizards have some other unrevealed means of communicating with one another (a passing bird may have carried the message, for example).

    • Why did Gandalf summon Radagast? The most obvious answer would be to use his rabbit-sled for speed, but in that case, why didn't Gandalf simply summon him to the Forest before he set out, and then share an easy sled-ride to the tombs? Alternatively, perhaps he needed Radagast to carry a message to Galadriel (as indeed he does request later), but at this point Gandalf doesn't have a message to send.

    • Where was Radagast when he received Gandalf's summons? We last saw him near Rivendell, so perhaps they met there - but in that case, why wouldn't they travel to the tombs together? On the other hand, perhaps Radagast had returned to his home in the Forest, but if so he was far closer to Gandalf than either was to the tombs; so, again, why wouldn't they simply meet up and make the journey together?

      (If this last scenario holds, Radagast has now crossed the Misty Mountains three times - west to warn Gandalf in the last film, east to return home, and west again to answer Gandalf's summons - and he's about to cross them yet again to go back to Dol Guldur, where he started the entire adventure in the first place.)

    Doubtless it's possible to work out some scenario that makes sense of all this, but the film doesn't make it entirely clear what's going on in this part of the story. Perhaps the Extended Edition will provide a few more answers.


We return to the Dwarves to find them continuing their journey down the Forest River towards Lake-town on the Long Lake (the same lake that Bilbo glimpsed from his tree-top earlier in the story). This part of the film corresponds more or less to chapter 10 of The Hobbit, A Warm Welcome, though with plenty of extra material, including cuts to the Wood-elves, to Bard, and a flashback to the original coming of Smaug. Rather than try to disentangle all these threads, we'll just cover the events in this sequence as they appear on the screen.

  • The first of the Lake-men the Dwarves encounter is Bard the Bowman, who smuggles them into Lake-town and hides them from the Master. Bard has an important part in the book too, to be sure [View spoiler], but his role has been expanded enormously in the movie. If the film was following the book for this character, he wouldn't appear until literally the last few seconds, and he wouldn't meet the Dwarves until well into the third instalment. His character remains fairly constant between the two versions, though: he keeps his 'grim' demeanour, and his tendency for prophesying disaster.

  • At their meeting Balin claims that the Dwarves are no more than simple merchants journeying to see their kin in the Iron Hills. That makes perfect sense, because the Iron Hills lie to the east beyond the Lonely Mountain, so the Dwarves would indeed have to travel through Lake-town - or at least close by - to make their way there. It's true that the Dwarves of the Iron Hills are kin to the company, too: they belong to the same Longbeard clan, and their leader Dáin Ironfoot is a distant cousin of Thorin.

  • After Bard agrees to transport the Dwarves into Lake-town, we meet his son, whose name is revealed in passing as 'Bain'. The book doesn't in fact mention any children of Bard, but we do get a later reference to his son Bain in The Lord of the Rings, and what we know of his dates matches well with the young Bain we see in the film. [View spoiler]

  • We discover that the people of Lake-town still preserve a Dwarvish windlass (essentially a giant mounted crossbow) that's capable of firing rare metal bolts named 'Black Arrows'. That's an adaptation of a similar idea in the book, where Bard has a 'Black Arrow' that's a literal arrow - one that never misses its target - that he fires from his simple longbow.

  • We also find out that Bard's ancestor Girion, the old Lord of Dale, managed to use a Black Arrow to loosen one of Smaug's scales, leaving a vulnerable patch in his armour. Again, that's an idea adapted from the book, where Smaug's soft underbelly is protected by a crust of jewels and gemstones, but with an unprotected spot that's discovered by Bilbo. So, the details are different between the two versions of the story, but the outcome is the same: Smaug has a weak point in his armour that an expert Dragon-shooter could exploit.

  • As Bard works on researching the Dwarves and the prophecy about them, he looks through a scroll or tapestry that shows Thorin's ancestry. On that genealogical chart are the dates of birth of each of the Dwarves of the royal line, including Thorin's: 2746. That answers a question that was raised by An Unexpected Journey: why does Thorin, who's 195 years old in the book, look so comparatively young? One speculation was that the film's timeline was out of kilter with Tolkien's, making Thorin much younger than in the original. Bard's date here shows that that theory can be dispensed with: Thorin's date of birth is the same in both versions, so he really is an incredibly well preserved 195-year-old.

  • Thorin assures the people of Lake-town that, when he becomes King under the Mountain, they will have enough gold to rebuild Esgaroth ten times over. 'Esgaroth' is just an old name for Lake-town, and it needed to be rebuilt because much of it had fallen into ruin. Both the book and film hint at this without going into much detail: the book tells us that 'the rotting piles of a greater town could still be seen along the shores when the waters sank...' , and in the movie Bard's boat sails through ruins on the lake. In neither case are we told what happened to the old town of Esgaroth; it seems an obvious guess that it was destroyed by Smaug at some point, though that's never stated outright.

  • Though there are quite a few differences between the movie and the book, most of the changes still fit broadly within the structure of Tolkien's story. There's really only one major departure, and that emerges as the Dwarves set out from Lake-town: in the book, all the Dwarves leave together, but the movie has an injured Kíli staying behind with a handful of companions. That's may seem a rather minor shift at first glance, but it implies that we'll see a rather more significant series of changes in the next part of the story. [View spoiler]

Return to Dol Guldur

At this point we catch up with Gandalf and Radagast as they arrive at Dol Guldur. The film has enormous latitude in this part of the story: Tolkien himself tells us little more than the fact that Gandalf went to Dol Guldur, and only sketches what happened to the Necromancer. So, the movie is fairly free to invent the details without raising any significant contradictions. Even Tolkien's brief comments, though, might be considered a spoiler for the next film: [View spoiler]

  • There's quite some contraction of time at work in this sequence. In Tolkien's chronology, Gandalf first visited Dol Guldur and ejected its (then unidentified) occupant nearly nine hundred years earlier. The Necromancer later returned, and Gandalf went there again about a century before the events shown in the movie. That's the point where he discovered that the Necromancer was Sauron, and it was also during this visit that he recovered the map and key to Erebor's hidden door from Thorin's imprisoned father Thráin.

    The movie version simplifies all this, so that what we're seeing here is clearly Gandalf's first visit to Dol Guldur, and he has no initial idea who the Necromancer might be. (We also discovered way back in the prologue that Thráin simply gave him the map and key needed for the Quest, avoiding any need for an earlier visit).

  • It's a little difficult to fathom Gandalf's motivations in going into Dol Guldur, especially when he explicitly believes it to be some kind of trap. There's no obvious need for him to enter the fortress alone: he had another Wizard standing right next to him, and an open offer of aid from Galadriel (from the previous film). Since Radagast's rabbit-sled can evidently cover great distances at immense speed, why wouldn't he use that to collect help first, rather than determinedly walking alone into the unknown - to the point of demanding that Radagast not help him? Perhaps we'll get some further explanation elsewhere, but on the face of it he seems to be taking a remarkable and unnecessary risk, especially since he immediately announces his presence with brilliant bursts of light.

    For that matter, it's not entirely clear why Gandalf thinks he's walking into 'undoubtedly a trap' at all; if he is, it's a remarkably subtle one, since the Necromancer has done nothing remotely obvious to draw him to Dol Guldur. Perhaps this really is an intricate plan, starting with the attack on Radagast's home in An Unexpected Journey, without which this entire sequence of events wouldn't have happened. If so, the Necromancer's plan to trap Gandalf is an extraordinarily elaborate one.

  • The way the movie chooses to represent Sauron at his meeting with Gandalf is interesting, and draws neatly on the Dark Lord's identification with 'Shadow' throughout Tolkien's works. That word is often used metaphorically, but it can also describe a real physical shroud of darkness. For instance, Tolkien's version of Barad-dûr is endlessly swathed in 'a vast shadow, ominous as a thunder-cloud' , and when Sauron falls at the end of The Return of the King 'a vast soaring darkness sprang into the sky' .

    This all fits with the shifting darkness that Gandalf encounters, but what's a little less obvious is the implication of Sauron's appearance at the end of this sequence: a flashing, rushing combination of his Red Eye form and his gigantic armoured form. It's unclear whether this is meant to actually be happening, or whether we're sharing a vision with Gandalf at this point. Perhaps we're intended to take it that Sauron was taking on both forms simultaneously, which would certainly address some of the confusion raised by the movies of the The Lord of the Rings (though even at that point the films' Saruman says that Sauron 'cannot yet take physical form'). Presumably it was simply the films' way of making it obvious to the audience that the black Shadow was Sauron, but perhaps there's more of an explanation awaiting us in the Extended Edition, or in the final film of the trilogy.

  • It was noticeable in An Unexpected Journey that Gandalf's staff was not the same as the one he used in the films of The Lord of the Rings, and here we find out why: his original staff is destroyed by Sauron. Radagast's staff, on the other hand, does look an awful lot like the one we see Gandalf bearing later in his history, which seems to imply that he will come into possession of it at some point. We might even conjecture from this that Radagast won't survive the events of the third movie (perhaps explaining why he doesn't appear in the movies of The Lord of the Rings, whereas he does in Tolkien's books). It should be emphasised that this treatment of the Wizards' staves is is unique to the movies, so it isn't possible to do more than speculate at this point.

The Hidden Door

Returning to Bilbo and the Dwarves, we watch them rapidly locate the hidden door in the side of the Lonely Mountain and prepare to try their key. This sequence corresponds in essential outline to events in chapter 11 of The Hobbit, On the Doorstep. The events of that chapter have been reduced and simplified into a few scenes, but the fundamental outcome is the same: Bilbo realizes the secret to opening the door, and the Dwarves use their key to finally gain access to Erebor.

  • One of the story elements dropped in the movie version is the encounter of the Dwarves with the ravens of Ravenhill, an old guard post of the Lonely Mountain built on its outlying southern spur. The ravens who lived there could speak, and were friendly with the Dwarves of Erebor. Perhaps this element has been dropped simply because of the film-makers' apparent distate for talking animals (and birds, in this case), but it does leave a slight gap in the story. In the book, Thorin uses the ravens to send out messages to the other Dwarves who live nearby, and those messages would, in principle, have consequences for the third part of the story. [View spoiler]

  • As Bilbo descends into the Lonely Mountain, he mutters to himself, 'Not at home, not at home'. Not at Home is a chapter title from the book (chapter 13), and its inclusion in the movie seems to be a nod to the different order of events here. In the book's version, this chapter has Bilbo entering Erebor after Smaug has departed, so the Dragon literally is 'not at home'. In the movie's slightly compressed version of this part of the story, Bilbo is mistaken - as he'll shortly discover, Smaug really is at home after all.

  • Back in the prologue, we discovered that Bilbo's entire purpose on the Quest was to find and recover the Arkenstone (whereas in the book he simply comes across it by accident, without immediately recognising its importance). Bilbo has a lot more trouble acquiring the stone in the movie than in the book, too (the book's Bilbo simply stumbles across it and picks it up). It's interesting that these scenes are ambiguous about whether Bilbo actually succeeds in his attempted burglary. Though we're left with the distinct impression that he failed, it may be significant that we don't actually see for certain what happens to the Arkenstone. [View spoiler]

  • Like all Dragons, Smaug has a powerful influence over others, a power known as the Dragon-spell (or, less formally, 'rather an overwhelming personality' ). Perhaps that goes some way to explaining how he is able to make Bilbo take off his Ring and become visible, but there's a curious feature of this scene: a flash of Sauron's Eye. It's not completely obvious what this represents: is Smaug somehow channelling Sauron's power? Or is this simply the Ring responding to the Dragon? Though the symbolism seems to make it unavoidable that Sauron was somehow involved, that involvement must have been minimal or indirect; at the very least, he surely can't have recognised the Ring that Bilbo was wearing as his lost Ruling Ring. (The book deals with this situation much more straightforwardly: Bilbo simply keeps the Ring on throughout his conversation with Smaug - definitely a safer option from Bilbo's point of view, but it would have been a great deal harder to follow events on the screen if he had remained invisible throughout.)

Meanwhile, Back in Lake-town

While Bilbo and the Dwarves are finding the hidden door and entering Erebor, things have been happening back in Lake-town. In Tolkien's original, all of the Dwarves have already set off for the Mountain together and left Lake-town behind them, so there's nothing directly equivalent to this sequence of scenes.

  • Kingsfoil (or athelas as Tauriel later names it in Elvish) comes from The Lord of the Rings, where it makes a couple of appearances as a healing herb (it's kingsfoil that Aragorn uses to heal Frodo beneath Weathertop, for instance). The idea that the people of Lake-town don't understand its importance links back to The Lord of the Rings too, where the Men of Minas Tirith have also forgotten its usefulness for the most part (though at least they don't feed it to their pigs, as the Lake-men do).

    There's perhaps a slight discontinuity here, in that kingsfoil's healing properties are implied to rely on a healer of royal blood (hence the name 'kingsfoil'), whereas the film here seems to suggest that anybody could use the herb if they knew the proper way to apply it.

  • After the Dwarves' departure, Lake-town briefly becomes a hotbed of activity, being invaded by Orcs and defended by Legolas and Tauriel. This is one of the parts of the movie that fits in between the lines of Tolkien's book; there's nothing in the original to say this couldn't have happened (except for the involvement of the Dwarves, of whom there were none left in Lake-town at this point). Indeed, as most of the Lake-men seem to have remained oblivious to the events unfolding around them, it's perhaps not surprising that this minor skirmish didn't find its way into the 'official' histories.

  • Legolas ends this sequence (and his part in the film) by chasing Bolg out across the bridge from Lake-town and off into the Wild. It's not made obvious what their destination is, but it seems fair to guess that Bolg would attempt to return to Dol Guldur, and if so we may see Legolas crossing over into Gandalf's strand of the story during the next film. (Since none of this comes from the book, we can't do any more than speculate about what might happen, but this is an interesting hint.) [View spoiler]

Confrontation with Smaug

The final sequence of the film takes us back to the Lonely Mountain as the Dwarves prepare to do battle with Smaug. Like much else in the movie, the specific events we see on the screen don't really correspond with anything in the book, but they do bring us to a point that matches up with the original plot: Thorin and his companions are within the Mountain, while Smaug is setting out to take his revenge on the Men of the Lake.

  • One of the most noticeable differences in this part of the story is the fact that the Dwarves actually have a plan to eliminate Smaug (or, at least, they're quickly able to improvise one). It's not completely clear how much of this Thorin had planned out in advance (the original scheme at this point seems to have been to simply recover the Arkenstone) but it does look to have a realistic chance of succeeding. In the book, by contrast, it hardly seems to have occurred to the Dwarves that they'll need to deal with the Dragon, and indeed the narrator gently mocks them for their lack of preparedness: 'It does not do to leave a live dragon out of your calculations...'

    This is one of the points where the film helps to resolve some of the less immediately plausible ideas in the book: on its face, it would seem a little strange that these Dwarves would have spent months travelling towards a live Dragon without at least considering what to do about it when they got there.

  • In both versions, the people of Lake-town look out at the Mountain and see a shimmer of golden light far across the Lake. In the book, some take it to be a sign of their prophesied riches ('Perhaps the King under the Mountain is forging gold' ) but they are proved disastrously wrong. The movie, though, has a pleasing twist on this idea: the King under the Mountain really is forging gold, though not for quite the reason that the Lake-men might imagine.

  • Thorin's scheme in the film to cover Smaug in molten gold echoes a title he is given elsewhere: 'Smaug the Golden, greatest of the dragons of his day' . The reference there simply seems to reflect the natural colour of his scales, but it fits neatly - though perhaps not intentionally - with events in the closing minutes of the movie.

  • The film ends on what might be considered a cliff-hanger, as Smaug heads off towards Lake-town, though we've been given quite a number of clues about what's likely to happen next (Bard has at least one Black Arrow, a windlass to fire it from, and he knows about the hole in Smaug's armour). Based on that, it's not hard to guess how things are likely to turn out; in the book [View spoiler].

    The film has gone to such lengths to foreshadow what's about to happen (more than the book, in fact, and there is no shortage of hints there) that it's hard not to wonder whether all this might actually be misdirection. Perhaps we can look forward to a new and surprising fate for Smaug in the next film? We'll find out when the third installment of the trilogy arrives in December 2014.


1The Hobbit 7, Queer Lodgings
2The Hobbit 10, A Warm Welcome
3The Hobbit 12, Inside Information
4The Hobbit 14, Fire and Water
5The Fellowship of the Ring II 2, The Council of Elrond
6The Return of the King VI 2, The Land of Shadow
7The Return of the King VI 4, The Field of Cormallen
8The Lord of the Rings Appendix A III, Durin's Folk
9The History of Middle-earth* volume XII, The Peoples of Middle-earth, Part Two X, Of Dwarves and Men

All by J.R.R. Tolkien; * edited by Christopher Tolkien

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