The Hobbit: The Battle of the Five Armies (2014)
d. Peter Jackson, 144 minutes (164 minutes extended)

Film Plot Summary

(A continuation of the previous film)

In Lake-town as he fled and evacuated from the coming apocalypse, the Master (Stephen Fry) complained to his deputy Alfrid Lickspittle (Ryan Gage) about the Dwarves at Erebor: "They've woken the dragon." He had no concern for his townsfolk: "The town is lost. Save the gold!" In Bard's (Luke Evans) home, Tauriel (Evangeline Lilly) assisted everyone (including three Dwarves: Fili (Dean O'Gorman), Bofur (James Nesbitt), and Oin (John Callen), Bard's daughters and the recovering Kili (Aidan Turner)) as they attempted to escape. The vengeful, fire-spewing dragon Smaug (voice of Benedict Cumberbatch) was seen descending over the town and blasting it with his fiery breath. Flames swept through the houses, destroying rows of structures and killing hundreds. Meanwhile, Bard broke out of his prison cell's bars (pulled off by the Master's passing barge), and hastily proceeded to a bell tower with a bow and quiver of arrows, to combat the dragon.

Back on Lonely Mountain, Bilbo Baggins (Martin Freeman) and the other group of Dwarves watched the glowing flames of Lake-town from afar, as wise, white-bearded dwarf Balin (Ken Stott) exclaimed: "Poor souls."

Bard's young son Bain (John Bell) watched his father on the town's tower as his arrows bounced harmlessly off the solid-armored plates of Smaug's scaled hide. Tauriel was also watching: "His arrows cannot pierce its hide. I fear nothing will." Bain overheard, and decided to assist by retrieving the one remaining lethal Black Arrow that he had hidden on a boat. He grabbed a moving cargo hook and swung over to the small boat, where he snatched the Black Arrow and brought it to his father, just as Smaug crashed into the tower. Both Bard's bow and the tower were destroyed, witnessed by Smaug who taunted: "Now, that is a pity. What will you do now, Bowman? You are forsaken. No help will come."

But Bard was able to quickly construct a makeshift bow that was balanced and steadied on Bain's shoulder, and he delivered one final lethal shot. The Black Arrow hit its mark in a weak spot in the armor, and Smaug perished with tremendous gasps and groans. As Smaug's dead carcass fell downwards into the lake, the fleeing Master (in a boat loaded with the town's gold treasure) was crushed to death. From a distance, the Dwarves and Bilbo watched and rejoiced: "It fell. I saw it. It's dead. Smaug is dead." However, Thorin Oakenshield (Richard Armitage), the future Mountain King, had become sickened, dark and sullen even though there was evidence of a new beginning: "The Ravens of Erebor are returning to the Mountain." Balin was reassuring: "Before long, every soul in Middle-earth will know the dragon is dead!"

At the abandoned castle fortress of Dol Guldur where wizard Gandalf (Ian McKellen) (aka Mithrandir) had been imprisoned by the Necromancer/Sauron, he was comforted by the words of Galadriel (Cate Blanchett): "You are not alone, Mithrandir."

In Lake-town on the shore of Long Lake, survivors of Smaug's rampage gathered, buried the dead and tended to the wounded, and distributed food and supplies. The Master's assistant Alfrid was crying out piteously: "Why me?" As the Dwarves from Bard's home prepared to leave to join the other Dwarves at Lonely Mountain, Kili spoke one final time to Tauriel with a request: "Come with me." She summoned Legolas Greenleaf (Orlando Bloom) who suddenly appeared and urged her to bid goodbye to Kili: "Take your leave of the Dwarf. You are needed elsewhere." Before departing, Kili put his carved talisman (rune stone) in her hand as a keepsake ("Keep it. As a promise").

Disheveled, wet, and uncomfortable, now-lowly deputy Alfrid greedily attempted to grab a blanket ("I'll catch my death in this cold"), but was stopped by Bard. After being reunited with his family, the courageous Bard was recognized for his heroism and salvation of Lake-town by the town's gate porter Percy (Nick Blake):

It was Bard! He killed the dragon! I saw it with me own eyes. He brought the beast down! Shot him dead with a Black Arrow.

Alfrid joined in and cried out: "All hail to the Dragon-Slayer! All hail King Bard!" and attempted to take command and garner favor with the survivors. Bard quickly rejected Alfrid's two-faced adulations: "Do not call me that. I'm not the Master of this town." The townsfolk accused Alfrid of helping the ex-Master empty the town's treasury as they fled from the town. Bard prevented the people from punishing the lying and duplicitous Alfrid by hanging him:

Look around you. Have you not had your fill of death? Winter is upon us. We must look to our own. To the sick and the helpless. Those who can stand, tend to the wounded. And those who have strength, follow me. We must salvage what we can...We find shelter.

After a long trek, the Dwarves arrived at Lonely Mountain in Erebor, where Biblo approached and warned them: "We all need to leave." He suspected that Thorin was beginning to lose his mind after being inflicted and corrupted with Smaug's 'sickness' and an obsession about finding the Arkenstone:

He's been down there for days. He doesn't sleep. He barely eats. He's not been himself. Not at all. It's this place. Ahem. I think a sickness lies on it.

They proceeded down a series of steps to view the massive hoard of treasure inside the mountain, where Thorin was walking and madly mumbling to himself: "Gold. Gold beyond measure. Beyond sorrow and grief. Behold the great treasure hoard of Thror." Thorin instructed all of the Dwarves to urgently search for the Arkenstone ("No one rests until it is found"). All along, Bilbo had the precious stone in his possession - and as he pondered the situation, remembered Smaug's words to him as he snatched it earlier: "I am almost tempted to let you take it. If only to see Oakenshield suffer. Watch it destroy him. Watch it corrupt his heart and drive him mad."

In Lake-town, Bard supervised preparations for a long march to the ruins of the town of Dale, where the townsfolk would take refuge. He vowed to only demand from the Mountain (and Thorin) the share of treasure-gold that was previously promised to them: "What gold is in that Mountain is cursed. We will take only what was promised to us. Only what we need to rebuild our lives."

Leader Azog the Defiler (Manu Bennett) with his vast army of Orcs marched toward the Lonely Mountain at Erebor and threatened war: "Woodland Elves!" His son Bolg (John Tui) reported back to Azog about how Legolas and Tauriel had earlier pursued them into Lake-town and confronted them: "The King's son and a She-Elf - they tracked us to Lake-town." He then lied to his father: "They fled squealing like cowards." Azog was not pleased about the threat of the Elves ("They will return with an Army of Elves at their backs!") and directed Bolg to ride to Mount Gundabad ("an Orc stronghold in the far north of the Misty Mountains") and prepare a second army to join him: "Ride to Gundabad. Let the legions come forth!"

Back in Lake-town, Legolas was summoned (through a messenger) by his Elvenking father Thranduil (Lee Pace) to return to the Elven kingdom. He was also told that Tauriel was forever banished. Legolas responded: "You may tell my father if there is no place for Tauriel, there is no place for me." Legolas and Tauriel decided to ride North to investigate Bolg's resurgence and the Mt. Gundabad situation.

At Dol Guldur, grey wizard Radagast (Sylvester McCoy) was seen in a trance, chanting a telepathic incantation or spell to help aid in the release of Gandalf from his imprisoning cage. Elf-Queen Galadriel also arrived to rescue Gandalf - she confronted a snarling Orc guard and vanquished him with a magical Nenya blast, and then picked up the unconscious Gandalf. The taunting "Black Speech" words of a disembodied Sauron (or The Necromancer) (voice of Benedict Cumberbatch) were heard as she carried the wizard to safety:

Three Rings for the Elven-Kings under the sky...Seven for the Dwarf-lords in their halls of stone.

She responded in kind: "Nine for mortal Men doomed to die" - and then realized that she was surrounded by the nine ghostly, spectral forms of the Nazgûl (Ringwraiths, or Nine) wearing armor - they were the dreaded ring-servants of the formless Dark Lord Sauron. Sauron mocked her, believing that she was alone to face him: "You cannot fight the shadow. Even now, you fade. One light alone in the darkness." She responded: "I am not alone!" She revealed two allies there to assist her: Elrond, Lord of Rivendell (Hugo Weaving) and Lord Saruman (Christopher Lee). They fought off the Nine Ringwraiths and appeared to conquer and banish them, while she attempted to revive Gandalf with a energy-draining kiss as she implored him to awaken: "Mithrandir, come back." As Gandalf regained consciousness, she told him: "The darkness has returned."

Radagast arrived to retrieve the weakened Gandalf and whisk him away in a rabbit-drawn sled, as Galadriel collapsed and Dark Lord (or Witch-King) Sauron returned with the Nine, warning: "It has begun. The East will fall. So shall the kingdom of Angmar rise. The time of the Elves is over. The Age of the Orc has come." With her immense powers of Nenya, Galadriel (in her darker ethereal form) challenged the Dark Lord and his Nine Ringwraiths in a duel and dramatically cast them out - banishing them from the fortress at Dol Guldur, and sending them in flight to the East:

You have no power here, servant of Morgoth. You are nameless. Faceless. Formless. Go back to the void from whence you came!

After casting the Nine and Sauron out, Galadriel was weakened. She fainted and fell backwards into Elrond's arms. She acknowledged that Sauron was still to be dealt with: "The spirit of Sauron endured." Saruman added: "And has been banished." She stated that he would flee towards Mordor: "He will flee into the East." Elrond proposed that other free peoples should be warned about Sauron's flight with his Ringwraiths: "Gondor should be warned. They must set a watch on the walls of Mordor." Saruman suggested that Elrond help Galadriel to retreat, while he would deal with Sauron - and destroy him once and for all:

Look after the Lady Galadriel. She has spent much of her power. Her strength is failing. Take her to Lothlorien...Without the Ring of Power, Sauron can never again hold dominion over Middle-earth. Go now. Leave Sauron to me.

Once Gandalf was brought to safety, he declared that he was off to Erebor to warn the Dwarves of a vision he had of the future - a major battle against the Orcs: "Rank upon rank of Moria Orcs. You must summon our friends, bird and beast. The battle for the Mountain is about to begin."

In Lonely Mountain, a search was being conducted for the Arkenstone by an insistent Thorin: "The Arkenstone is the birthright of our people. It is The King's Jewel. Am I not the king? Know this: If anyone should find it and withhold it from me, I will be avenged." In private with Bilbo, Balin diagnosed Thorin as having "dragon-sickness" - characterized by extreme neediness, and a "fierce and jealous love" that had caused his grandfather to go mad. Balin hypothesized that possessing the stone would make Thorin even more irrational:

That stone crowns all. It is the summit of this great wealth bestowing power upon he who bears it. Would it stay his madness? No, laddie. I fear it would make him worse. Perhaps it is best it remains lost.

The news of Lake-town's survivors streaming into Dale was troubling to Thorin. In the nearby town of Dale, Bard could see that the brazier lamps were lit outside of the Lonely Mountain - a hopeful sign that Thorin and the Dwarves had survived. Inside the mountain, however, Thorin ordered the entrance to the Mountain to be sealed off with large stone boulders to make it more secure - to keep out the starving Lake-town refugees whom he feared would want the treasure inside. Meanwhile, Gandalf was on horseback galloping toward Erebor.

Although Alfrid was assigned for the night watch at Dale, he slept the entire night and didn't realize that on the outskirts of the town, Elf King Lord Thranduil had arrived with his Elven gold-armored army forces, to bring aid and supplies to the displaced Lake-towners. Although he was gratefully thanked by Bard, Thranduil divulged his real intention - to reclaim white gems (and a necklace) denied to him by the Dwarves years earlier - and he would go to war if necessary with Thorin:

I did not come on your behalf. I came to reclaim something of mine. There are gems in the Mountain that I, too, desire. White gems of pure starlight...The heirlooms of my people are not lightly forsaken.

Bard recognized that they were both allies in their claims to acquire a part of Thorin's treasure: "We are allies in this. My people also have a claim upon the riches in that Mountain." Bard proposed that he first speak with Thorin to persuade them to all become allies - to avoid war over the Mountain's riches recaptured from Smaug. He rode to the main gate and negotiated with Thorin about a previous promise: "My lord, we have not come to rob you but to seek fair settlement. Will you not speak with me?...On behalf of the people of Lake-town, I ask that you honor your pledge. A share of the treasure so that they might rebuild their lives." But Thorin - who criticized the presence of an "armed host" of Elves - refused to honor the just bargain that had been fairly agreed upon ("Why should I honor such terms?"). He was mostly irritated that he was being threatened and refused to listen ("Be gone! Ere our arrows fly!"), causing Bard to angrily depart.

Bilbo was concerned that the Dwarves were severely outnumbered (by the Elven army and "several hundred angry fishermen"), and that conflict was imminent. When Bard returned to Thranduil with news of Thorin's rejection, the two leaders formed an alliance and prepared to attack at dawn. Before the expected assault, Thorin gave Bilbo a Mithril vest-shirt to wear as a gift, constructed of "silver steel" - he described its protective qualities for warriors: "No blade can pierce it." He started to resemble Smaug when he began to discuss his distrustful obsessiveness about keeping all of the treasure, while suspecting that he had been betrayed by one of the Dwarves - his own kin:

...the treasure does not belong to the people of Lake-town. This gold is ours. And ours alone. By my life, I will not part with a single coin. Not one piece of it.

Elsewhere, Tauriel and Legolas arrived at the enemy stronghold-fortress of Gundabad (near the ancient warring kingdom of Angmar) where Bolg had assembled a second army of Orcs. They decided to wait until the cover of night to proceed. Shortly later, it was revealed that accompanying the legions of Bolg's Orcs marching on Erebor were swarms of hundreds of giant war-bred Bat creatures ready to be unleashed. Tauriel and Legolas hurried off to warn the others, although feared they were too late.

Disheveled wizard Gandalf rode into Dale, where he noticed the Elf army and the Lake-town peoples ready to assault Thorin and Company in the Lonely Mountain at dawn of the following day. He urged that Lord Thranduil put aside "petty grievances" and bickerings against the Dwarves and then delivered stern warnings. He argued that Thorin's unexpected reclamation of his homeland (after the death of Smaug resulting in the unguarded treasure horde) had forced the hand of the opposition: Azog and the Orcs and his Master (Necromancer/Sauron):

War is coming! The cesspits of Dol Guldur have been emptied. You're all in mortal danger...Armies of Orcs are on the move. These are fighters. They have been bred for war. Our enemy has summoned his full strength....We forced him when the Company of Thorin set out to reclaim their homeland. The Dwarves were never meant to reach Erebor. Azog the Defiler was sent to kill them. His Master seeks control of the Mountain. Not just for the treasure within, but for where it lies, its strategic position. This is the gateway to reclaiming the lands of Angmar in the North. If that fell kingdom should rise again, Rivendell, Lorien, the Shire, even Gondor itself, will fall.

Thranduil admired Gandalf's "loyalty" to the Dwarves, but dismissed his catastrophic warning - and retorted: "You started this, Mithrandir. You will forgive me if I finish it." Later that night without any else's knowledge, Bilbo rappelled out of the gate of Lonely Mountain and entered Dale, where he found Gandalf, Bard and Thranduil discussing the upcoming conflict. It appeared that Thranduil and Bard were plotting to lead their armies against Thorin and Erebor, seize the stronghold, and then use it as their base before the Orcs arrived.

Bilbo delivered the sparkling Arkenstone (known as "The Heart of the Mountain" or "The King's Jewel") to them: "I took it as my 14th share of the treasure." He then proposed that the stone could be used as a peace-keeping bargaining chip with Thorin: "Now, Thorin values this stone above all else. In exchange for its return, I believe he will give you what you are owed. There will be no need for war." Gandalf was worried for Bilbo's sake:

Imagine what Thorin will do when he finds out what you've done...Don't underestimate the evil of gold. Gold over which a serpent has long brooded. Dragon-sickness seeps into the hearts of all who come near this Mountain.

The next morning, both the Elven and Lake-town armies stood before the blocked entry gates of the Lonely Mountain at Erebor. Thorin and Company (with Bilbo who had secretly returned to the Mountain) watched from high above the wall as Bard and Thranduil (on an Elk mount) approached. Bard showed off the Arkenstone as Thranduil explained: "We have come to tell you payment of your debt has been offered and accepted." Bard offered to trade or exchange the Arkenstone for the gold that had been promised to them. Thorin then realized that it was Bilbo who had betrayed him, when the Hobbit admitted that he had truly delivered the Arkenstone to them ("It's no trick! The stone is real. I gave it to them"), rationalizing that Thorin was suffering from dragon-sickness. Thorin's first inclination was to have the Dwarves toss Bilbo over the rampart wall to his death, but Gandalf's interference allowed Bilbo to escape down a rope and appear at Gandalf's side. Bard again asked Thorin about his decision: "Will you have peace or war?" - and Thorin chose the latter.

Suddenly, a black messenger raven returned. [Earlier, Thórin had sent a message about his plight to his relatives using talking messenger Ravens that lived on the Lonely Mountain.] Thorin watched the approach of an allied army of heavily-armed Dwarves who threatened to attack the combined armies of Thranduil and Bard - the forces were commanded by Dain Ironfoot (Billy Connolly), Lord of the nearby Iron Hills and Thorin's helmeted, red-haired cousin who was riding on a war-hog/boar. The troops were clad in heavy chainmail and iron boots. [Note: There were now three of five armies assembled to battle it out.] Gandalf again intervened to try and prevent a war between the Elves, Dwarves, and Men, by warning: "A legion of Orcs march on the Mountain."

As the forces were on the verge of attacking each other, the Orc army arrived - Gandalf announced their rumbling approach introduced by monstrous underground Were-worms with massive sets of jaws that burst out of the earth and brought forth Azog's army from their tunnels. Azog declared from his towering command post at Ravenhill, on a crag stretching skyward: "Come forth my Armies!" There were now four flanks of forces (a fifth would arrive later):

• Dain's Dwarves of the Iron Hills (helping the Dwarves of Erebor at Lonely Mountain)
• Thranduil's Elven Spearmen and Archers of Mirkwood
• Lake-town's Men (militia and guards)
• Azog's Dol Guldur Orcs (with were-worms, bats, goblin mercenaries, trolls, and ogres)
• (Bolg's Gundabad Orcs)

Azog's Orcs split up and attacked both Dain's forces and the combined armies at Dale, causing everyone to join together to fight the villainous Orcs - it was the start of the Battle of the Five Armies. Azog further commanded a strategic move against the city of Dale, using Great War Trolls (led by an Ogre) with catapult mechanisms on their backs: "Send in the war beasts. They cannot fight on two fronts. Now we make our move. Attack the city!" The rock walls of Dale were easily penetrated. One Giant Troll with a stone headpiece broke through, allowing Orcs to overrun the city, while Bard, Bilbo, Gandalf and other Lake-towners fought them off during a massive street brawl and tried to defend the town (cowardly Alfrid hid from the conflict).

Bard was able to save his family members from the assault of a Giant Troll, and afterwards ordered them to retreat (with other women and children) and barricade themselves safely inside the Great Hall. Azog was encouraged by the hordes of Orcs overtaking the city: "They cannot hold the city. The Dwarves are almost spent. Let these lands run with blood. Slaughter them all." Many lives were lost amongst the innocent Dale townsfolk.

During the fighting, Thorin was missing from action inside Lonely Mountain - sitting crowned and alone on his throne. Dwalin (Graham McTavish) urged him to rally his followers who were being slaughtered in the besieged Dale and on the battlefield, but Thorin was only interested in protecting his treasure: "We must move the gold further underground to safety...a treasure such as this cannot be counted in lives lost. It is worth all the blood we can spend." Dwalin saw through Thorin's madness: "You cannot see what you have become." Dwalin's life was threatened and he was ordered out.

Descending down into the Gallery of the Kings where he had previously melted gold in the furnaces (with Smaug's fire-breath) and then covered the dragon with the molten substance (in the second installment), Thorin traversed the solid gold floor. He began to have mad delusionary hallucinations about how he was becoming like his grandfather Thror. He saw a vision of Smaug floating through the floor, and then a figure of himself sinking into the melting gold floor. Traumatized, he removed his crown and threw it down.

Outside the gates of Lonely Mountain, the Dwarves were forced to pull back. Azog predicted victory with a final destructive assault: "Now comes their end. Prepare for the final assault." Thorin emerged inside, after snapping out of his madness and regaining his sanity, to speak to his almost-defeated Dwarves - including a discouraged Kili. He entreated his Company: "Will you follow me one last time?" - and his twelve Dwarf companions agreed.

As the Orcs outside were ordered by Azog to break into the Mountain's gates, a horn sounded as the Dwarves smashed from the inside through their own outer stone wall with a giant bell (functioning as a wrecking ball). It both crushed a number of Giant Trolls and Orcs nearby and announced their emergence into the fight - now led by an emboldened Thorin. Dain Ironfoot was delighted and encouraged by Thorin's charge and shouted out: "To the King!" From Dale, Gandalf and Bilbo also noticed the resurgence with fresh resolve: "The Dwarves. They're rallying (to their King)!" Even the Lake-towners in Dale were renewed and began a comeback, although Alfrid was revealed to be a coward who was disguised as a woman and hiding amongst them. Gandalf thought to himself: "We may yet survive this."

Thorin's battle plan to defeat the Orcs was to "take out their leader" Azog by riding toward his Ravenhill command post with Dwalin, Fili, and Kili (Gandalf: "He's taking his best warriors...to cut the head off the snake"). Back in Dale, Legolas and Tauriel returned and warned of the approach from the North of a second Orc army led by Bolg: "Bolg leads a force of Gundabad Orcs. They are almost upon us..." Gandalf responded knowingly: "This was their plan all along. Azog engages our forces, then Bolg sweeps in from the North...Ravenhill." It was clear that the Dwarves and Thorin who were already at Ravenhill needed to be warned that they might be outnumbered.

After vanquishing Orcs who were guarding the fortress at Ravenhill, Thorin realized that Azog had fled or disappeared from his tower's peak command post. He ordered Fili and Kili to scout through the upper towers to find Azog, and then had to fight off the attack of 100 Goblin mercenaries.

After surveying the many deceased Elven archers and spearmen in Dale, Lord Thranduil told Gandalf that he had decided to pull back his forces and would no longer support the alliance: "I have spent enough Elvish blood in defense of this accursed land. No more." Bilbo volunteered to depart and warn Thorin - protected by invisibility while wearing the Ring on his finger. No longer willing to abide by Thranduil's commands, Tauriel confronted him with her bow and arrow. She was fearful of the ultimate fate of the Dwarves and wanted to warn them of Bolg's army - mostly due to her love for Kili. Thranduil accused her of a false love for Kili:

What do you know of love? Nothing. What you feel for that Dwarf is not real. You think it is love? Are you ready to die for it?

Legolas intervened on the side of Tauriel, defended her while standing up to his father, and decided to join Tauriel on her mission to warn the Dwarves at Ravenhill. Meanwhile, Alfrid was about to flee from Dale with gold coin treasures stuffed into his bodice, but was found out by Bard (who strangely allowed him to escape). Bilbo arrived at Ravenhill with a warning for Thorin that he was on a suicide mission: "You have to leave here. Now. Azog has an army attacking from the North. This watchtower will be completely surrounded. There will be no way out." Thorin understood: "He wants to draw us in. This is a trap." Thorin attempted to have Kili and Fili called back, but it was already too late.

During their scouting mission, Fili became separated from Kili and was soon cornered by Azog before he was impaled in the back and thrown off the tower - he landed at Kili's feet. Enraged and seeking revenge for his brother's death, Kili raced to the top of the tower with his sword swinging at multiple Orcs. In another epic and vicious fight, Thorin confronted Azog and other Orcs. After large winged bats left Ravenhill to join in the fighting, Bilbo was defended by Dwalin when attacked by Orc Beserkers led on by Azog: "Slay them all!" Legolas and Tauriel watched as the bats flew above them toward the main battle. Tauriel found herself unprotected and assaulted by Orcs led by Bolg. Legolas grabbed onto the legs of one of the bats to transport him to the high tower before he was able to kill the creature. Bilbo was knocked unconscious by the butt of a weapon. Legolas assisted Thorin by slaying many Orcs with his bow and arrows from the tower's vantage point.

When Kili came to Tauriel's defense against Bolg who had tossed her into a rock wall and pushed her aside, she watched as he was stabbed through the heart with Bolg's mace. In slow-motion with close-ups of their pained expressions, Tauriel witnessed his death. In a fury, she grabbed onto Bolg as he dragged both of them over the edge of the precipice to another level. Legolas watched as Bolg revived and approached Tauriel. Realizing he had no more arrows, Legolas jumped onto the back of a Giant Albino Troll, mortally wounded it with his sword, and rammed its body into the tower structure to collapse it and form a horizontal bridge that could reach her. As debris fell around them on the unstable tower bridge, Legolas and Bolg struggled to fight each other. From below, Legolas looked up and saw a weaponless Thorin being assailed by a giant Orc. He tossed his sword into the Orc's chest to kill it - and to provide Thorin with a weapon.

Now defenseless against Bolg himself, Legolas reached behind his back for two shortsword knives and after some more lunges, jumped up and crouched on Bolg's shoulders and pushed one of his swords directly into the top of Bolg's round head to kill him. Legolas lept to safety as Bolg's body fell downward. When the tower completely collapsed, it crushed his corpse into the ground.

The two major leaders were now face to face on an icy frozen pond for the remainder of their epic face-off - Thorin with Legolas' sword, against Azog with a boulder-chain. Azog's swings of his weapon only weakened the slippery ice that the two were standing on. Azog was aghast to see the arrival of Great Eagles swooping over them, commandered by Radagast and shape-shifter Beorn (Mikael Persbrandt), to help turn the tide of battle by defeating the newly-arriving Orc army (and other opposing forces). Beorn jumped off his Eagle, transformed or morphed into his Bear form, and savaged the Orcs on the battlefield. With all of the other forces allied against the Orcs, they were trapped and soon vanquished.

Due to his weapon's weight, Azog lost his balance on the cracked ice floe, sank into the icy water and appeared dead and floating beneath the ice in the freezing water. But then he revived and stabbed Thorin in the foot from underneath the ice. While Thorin was crippled and incapacitated, Azog burst through the icy surface, held Thorin down, stabbed him in the chest and mortally wounded him. In exchange, Thorin plunged his own sword through Azog's chest, turned him over and impaled his sword deep into the ice to finally kill him.

Nearby, Bilbo regained consciousness and gazed into the sky: "The Eagles are coming." Weakening and dying, Thorin walked over to the edge of the frozen lake to watch the end of the battle, before collapsing. Bilbo ran to his side, and the two finally found peace with each other through apologies, before Thorin passed away:

Thorin: I wish to part from you in friendship.
Bilbo: No. You are not going anywhere. You're going to live.
Thorin: I would take back my words and my deeds at the Gate. You did what only a true friend would do. Forgive me. I was too blind to see it. I am so sorry that I have led you into such peril.
Bilbo: No, I'm glad to have shared in your perils, Thorin. Each and every one of them. It is far more than any Baggins deserves.
Thorin: Farewell, Master Burglar. Go back to your books. And your armchair. Plant your trees. Watch them grow. If more people valued home above gold, this world would be a merrier place.
Bilbo: No. No, no, no. No. Thorin. Thorin, don't you dare. Thorin. Thorin. Thorin, hold on. Hold on, please.

Bilbo sobbed and wept at Thorin's side. Likewise, Tauriel was grieving by the side of Kili, with the talisman stone in her hand as a remembrance. Disillusioned, Legolas approached his father Thranduil to tell him that he could no longer return to the Elven kingdom ("I cannot go back"). Thranduil suggested that Legolas go North and find or meet up with one of the Dunedain - specifically a Ranger referred to in the wild as "Strider" (Aragorn, the son of Arathorn). Afterwards, Thranduil found Tauriel mourning over Kili's body. She spoke about how her love for Kili hurt her so much: "If this is love, I do not want it. Take it from me. Please. Why does it hurt so much?" Thranduil answered her and finally affirmed and accepted that her love for Kili was real: "Because it was real." She kissed Kili's lips.

Nearby, Gandalf wordlessly came and sat next to Bilbo. They watched as other surviving Dwarves gathered beside their dead king-leader Thorin. Although there was tremendous loss of life, the victors were now in control of Dale and the Lonely Mountain area of Erebor, while Sauron had reportedly given up on his quest to conquer Erebor and had retreated to Mordor. A horn was blown in Dale to signal peace, and Balin announced to Bilbo that a "great feast" would be held in the evening for the singing of songs and telling of tales: "Thorin Oakenshield will pass into legend." Bilbo declined to attend and wished to slip away unnoticed from the Mountain: "Will you tell the others I said goodbye?" As he began to walk away, Bilbo realized that nine of the other Dwarves had assembled to give him a proper goodbye and farewell. He turned and offered an open invitation to all of them to visit his home in the Shire:

If any of you are ever passing Bag End, uh, tea is at 4. There's plenty of it. You are welcome anytime. Uh. Don't bother knocking.

With Gandalf, they parted ways from the Dwarves and returned to the Shire. On the border of the Shire, Gandalf spoke about the Ring that he knew Bilbo had found and kept: "Magic rings should not be used lightly, Bilbo. Don't take me for a fool. I know you found one in the Goblin tunnels. And I've kept my eye on you ever since." However, Bilbo fibbed and claimed that he had lost the Ring: "You needn't worry about that ring. Fell out of my pocket during the battle. I lost it."

When Bilbo arrived at Bag End, he realized that the Hobbit townsfolk were bidding for his possessions with an auctioneer (the Sackville-Baggins) and carrying off his belongings (his mother's "glory box" and his "dining chair" and "pouf") - presuming that he had died after a 13 month absence. Bilbo had great difficulty proving his identity and that he was "undeceased," until he pulled out his signed contract to be a burglar on a quest to Erebor with Thorin Oakenshield and Company, to reclaim the Lonely Mountain from Smaug. Inside his almost-bare dwelling hole, he found that everything had been pillaged. After straightening up a few things, he reluctantly reached into his pocket and removed the Ring.

The scene transitioned to a more elderly, wrinkled view of Bilbo's (Sir Ian Holm) hand holding the Ring - there was an unexpected knock on the door. He recognized the voice of his "very old friend" Gandalf. At his Shire's front door, he greeted Gandalf with great joy, who was visiting on the occasion of Bilbo's 111th birthday, 60 years into the future.

The camera came to rest on Thorin's slightly-torn, aged map of the Lonely Mountain area and Erebor - the starting point for The Lord of the Rings: The Fellowship of the Ring (2001).

Film Notables (Awards, Facts, etc.)

An epic fantasy film - the third and final part of a three part trilogy of Hobbit films, adapted from J.R.R. Tolkien's beloved 1937 fantasy novel. Chronologically, it was followed by The Lord of the Rings: The Fellowship of the Ring (2001).

In this segment, the story of the previous film The Hobbit: The Desolation of Smaug (2013) continued. In this final installment, the giant dragon Smaug (voiced by Benedict Cumberbatch) attacked and destroyed Lake-town, but ultimately met his demise. Much of the film was composed of Gandalf's and Galadriel's confrontation at Dol Guldur and the climactic Battle of the Five Armies, after which Bilbo Baggins returned to his Shire home. The title was derived from the climactic battle between five entities:

• the original Dwarves (and Bilbo) joined by the Dwarves of the Iron Hills led by Dain (and aided by Giant Eagles and Shape-shifter Beorn)
• the Lake-town inhabitants
• the Mirkwood Elves
• the Orc army of Azog (from Dol Guldur)
• the Orc army of Bolg (from Gundabad)

The film received one Academy Award nomination for Best Sound Editing, without a win.

With the tagline: "The Defining Chapter."

This was the shortest of the six Peter Jackson-directed Middle-Earth films: it was also 17 minutes shorter than the previous Hobbit film, and 22 minutes shorter than the first Hobbit film. Critics of the film complained that in order to make a second trilogy, Jackson had put in a lot of filler material to stretch it out to three films. By the time of the 3rd (or 6th film), it felt like the story had already completely run its course.

Similar to the third film in The Lord of the Rings trilogy, in the end credits, the actors' names were juxtaposed next to hand-drawn sketches.

This was the last completed and released film with an appearance by legendary screen actor Sir Christopher Lee (Saruman the White) before his death in mid June at the age of 93. Lee had appeared in both trilogies.

With an estimated production budget of $250 million, and box-office gross receipts of $255.1 million (domestic) and $956 million (worldwide). This film was the # 3 ranked film (lowest) in terms of revenue (domestic and worldwide) for The Hobbit 3-film trilogy franchise. In terms of the six Middle Earth films (both trilogies), it was the lowest-grossing (domestic) film, just $3 million below the previous film: The Hobbit: The Desolation of Smaug (2013), but it was the # 4 film worldwide (ahead of the first and second films in the original trilogy in the last two spots).