The Hobbit: The Desolation of Smaug is a 2013 epic high fantasy adventure film directed by Peter Jackson from a screenplay by Fran Walsh, Philippa Boyens, Jackson, and Guillermo del Toro, based on the 1937 novel The Hobbit by J. R. R. Tolkien. The sequel to 2012’s The Hobbit: An Unexpected Journey, it is the second instalment in The Hobbit trilogy, acting as a prequel to Jackson’s The Lord of the Rings trilogy.

The film follows the titular character Bilbo Baggins as he continues to accompany Thorin Oakenshield and his fellow dwarves on a quest to reclaim the Lonely Mountain from the dragon Smaug. Pursuing them are the vengeful orcs Azog the Defiler and his son Bolg, while Gandalf the Grey investigates the return of a long-forgotten evil force in the ruins of Dol Guldur. The ensemble cast includes Ian McKellen, Martin Freeman, Richard Armitage, Benedict Cumberbatch, Evangeline Lilly, Lee Pace, Luke Evans, Ken Stott, James Nesbitt, and Orlando Bloom.

Thorin Oakenshield and his company are being pursued by Azog and his Orc party. They are ushered by Gandalf to the nearby home of Beorn, a skin-changer who can take the form of a bear. That night, Azog is summoned to Dol Guldur by the Necromancer, who commands him to marshal his forces for war. Azog delegates the hunt for Thorin to his son Bolg. After telling the company about the dangers of Mirkwood, including the Necromancer’s rise and the Wood-elves being dangerous, Beorn escorts the company to the borders of Mirkwood, where Gandalf discovers Black Speech imprinted on an old ruin. This, and a prior request by Galadriel, prompted him to investigate the tombs of the Nazgûl. He warns the company to remain on the path before leaving. Upon entering the forest, they lose their way and are ensnared by giant spiders. Bilbo frees the dwarves with the help of the invisibility ring. However, Bilbo begins to understand its dark influence after he drops the ring and brutally kills a spider to retrieve it.

The remaining spiders are killed by the Wood-elves led by Tauriel and Legolas, who capture the Dwarves and bring Thorin before their king, Thranduil. Thorin confronts the king about his neglect of the Dwarves of Erebor following Smaug’s attack 60 years earlier and is consequently imprisoned with the other Dwarves. Bilbo, having avoided capture, arranges their escape via empty wine barrels that are sent downstream. They are pursued by the Wood-elves and ambushed by Bolg and his Orc party, engaging in a running three-way battle down the river. The Dwarves are able to escape both groups of pursuers, but Kíli is wounded with a Morgul shaft. Thranduil seals off his kingdom when an Orc captive reveals an evil army is amassing in the south, but Tauriel decides to leave and assist the Dwarves; Legolas goes after her. Meanwhile, Gandalf and Radagast investigate the tombs of the Nazgûl, which they find to be empty. Upon finding out that the Nine have been called to Dol Guldur, Gandalf correctly deduces that Sauron has returned, and is preparing for war.

The company is smuggled into Esgaroth by a bargeman called Bard. Thorin promises the Master of Laketown a share of the mountain’s treasure, and they are given arms and sent off to the mountain. Due to his injury, Kíli is forced to remain behind at Bard’s home, tended to by Fíli, Óin, and Bofur. Bilbo discovers the hidden entrance in the Lonely Mountain and is sent inside to retrieve the Arkenstone. However, he accidentally awakens Smaug, who reveals his knowledge of both the dwarves’ plot and the return of Sauron.

In Laketown, it is revealed that Bard is a descendant of the last ruler of Dale and possesses the last black arrow capable of killing Smaug. Bard attempts to bring the black arrow to the town’s launcher, fearing what may happen in the mountain. However, he is arrested by the Master, charging his son to hide the arrow. Bolg and his Orc party infiltrate the town and attack the four Dwarves, but Tauriel and Legolas arrive and quickly dispatch them.