The dwarves, along with Bilbo Baggins and Gandalf the Grey, continue their quest to reclaim Erebor, their homeland, from Smaug. Bilbo Baggins is in possession of a mysterious and magical ring.

Legolas: [Looking at two pictures in a locket that he has confiscated from Gloin. The picture on the left has a long thick beard] Who is this? Your brother?
Gloin: That is my wife!
Legolas: [Looking at the infant in the other picture] And who is this horrid creature? A goblin mutant?
Gloin: That is my wee lad, Gimli!
Kili: Aren't you going to search me? I could have anything down my trousers.
Tauriel: Or nothing.
Balin: [sees a chamber full of dead dwarves, with their only means of escape blocked] The last of our kin. They must have come here hoping beyond hope. We could make for the mines. Might last a few days.
Thorin Oakenshield: No. I will not die like this, cowering, clawing for breath. We make for the forges.
Dwalin: He'll see us! Sure as death.
Thorin Oakenshield: Not if we split up.
Balin: Thorin, we'll never make it.
Thorin Oakenshield: Some of us might. Lead him to the forges. We kill the dragon. If this is to end in fire, then we will all burn together!
Kili: Tauriel...
Tauriel: Lie still.
Kili: You cannot be her. She is far away. She... she is far, far away from me. She walks in starlight in another world. It was just a dream. Do you think she could have loved me?
Smaug: Well, thief! I smell you, I hear your breath, I feel your air. Where are you?
[moves in Bilbo's direction]
Smaug: Where are you?
[Bilbo runs, but Smaug hears his footsteps across the gold and follows]
Smaug: Come now, don't be shy... step into the light.
Bilbo Baggins: I did not come to steal from you, O Smaug the Unassessably Wealthy. I merely wanted to gaze upon your magnificence, to see if you really were as great as the old tales say. I did not believe them.
Smaug: [strikes a pose] And do you, NOW?
Bilbo Baggins: Truly, tales and songs fall utterly short of your enormity, O Smaug the Stupendous...
Smaug: Do you think flattery will keep you alive?
Bilbo Baggins: No, no...
Smaug: No, indeed!
[Smaug is smothered with a deluge of molten gold]
Smaug: [rises up] Revenge? REVENGE? I will show you revenge!
[takes flight towards Lake Town]
Smaug: I am fire! I am... death!
Gandalf: You've changed, Bilbo Baggins. You're not the same Hobbit as the one who left the Shire...
Bilbo Baggins: I was going to tell you... I found something in the Goblin tunnels.
Gandalf: Found what? What did you find?
Bilbo Baggins: [pause]
Bilbo Baggins: My courage.
Gandalf: Good... well, that's good. You'll need it.
Smaug: There is something about you. Something you carry, something made of gold... but far more PRECIOUS...
[Bilbo is assaulted by Sauron's eye and pulls off the ring]
Smaug: [sees him] There you are, Thief in the Shadows!
Legolas: [In Elvish]
[speaking about Kíli]
Legolas: Why does the Dwarf stare at you, Tauriel?
Tauriel: [In Elvish] Who can say? He's quite tall for a Dwarf. Do you not think?
Legolas: [In Elvish] Taller than some...
[pause]
Legolas: but no less ugly.
[hearing a rumbling noise within the Mountain]
Dori: Was that an earthquake?
Balin: That, my lad, was a dragon.
[from trailer]
Bard the Bowman: You have no right to enter that mountain!
Thorin Oakenshield: I have the ONLY right!
[last lines]
[Smaug takes off to attack Lake Town]
Bilbo Baggins: What have we done?
Thorin Oakenshield: You're afraid.
Balin: Yes! Yes, I'm afraid! I fear for YOU, Thorin. A sickness lies on that treasure, a sickness that drove your grandfather mad!
Thorin Oakenshield: I am not my grandfather.
Balin: You are not yourself! The Thorin I know would not hesitate...
Thorin Oakenshield: I will not risk this quest for the life of one burglar.
Balin: Bilbo. His name is Bilbo!
[from trailer]
Balin: It never ceases to amaze me, the courage of Hobbits...
Radagast the Brown: What if it's a trap?
Gandalf: Turn around and don't come back.
[Radagast leaves]
Gandalf: It's undoubtedly a trap.
[draws his sword]
Thranduil: I offer you my help.
Thorin Oakenshield: I am listening.
Thranduil: I will let you go if you but return what is mine.
Thorin Oakenshield: A favor for a favor...?
Thranduil: You have my word, one King to another.
Thorin Oakenshield: I would not trust Thranduil, the great King, to honor his word should the end of all days be upon us! You lack all honor! I have seen how you treat your friends. We came to you once, starving, homeless, seeking your help, but you turned your back. You turned away from the suffering of my people in the inferno that destroyed us!
Thranduil: [reveals scars] Do not speak to ME of dragon fire! I know its wrath and ruin! I have faced the great serpents of the north!... I warned your grandfather what his greed would summon. He would not listen... You are just like him. So go, stay here and rot. One hundred years is a mere blink in the life of an elf! I'm patient! I can wait!
[after Thorin orders Kili left behind, Fili steps off the boat]
Thorin Oakenshield: Fili, don't be a fool. You belong with the Company.
Fili: I belong with my brother!
Bard the Bowman: The Lord of Silver Fountains / The King of Carven Stone / The King Beneath the Mountain / shall come into his own. / And the bells shall ring in gladness / at the Mountain King's return. / But all shall fail in sadness, / and the Lake will shine and burn...
[observes a carving of the Arkenstone]
Bilbo Baggins: What's that?
Balin: That is the Arkenstone.
Bilbo Baggins: And what is it?
Thorin Oakenshield: That, Master Burglar, is why you are here.
[from trailer]
Legolas: Do not think I won't kill you, dwarf!
Bard the Bowman: All of you! Listen to me! You must listen! Have you forgotten what happened to Dale? Have you forgotten those who died in the firestorm? And for what purpose? The blind ambition of a Mountain King, so riveted by greed he cannot see beyond his own desire!
Thorin Oakenshield: Here! You witless worm!
Smaug: YOU!
Thorin Oakenshield: I'm taking back what you stole.
Smaug: You will take NOTHING from me, dwarf. I laid low your warriors of old. I instilled terror in the hearts of men. I AM KING UNDER THE MOUNTAIN!
Thorin Oakenshield: This is not your kingdom! These are dwarf lands. This is dwarf gold! And we will have our revenge!
[questioning Thorin]
Thranduil: [to Thorin] Where does your journey end? A quest to reclaim a homeland, and slay a dragon!... I suspect something more prosaic. Attempted burglary, or something of that kind. You seek that which would bestow upon you the right to rule: the Arkenstone!
Smaug: You think you can deceive me, Barrel-Rider? You have come from Lake Town! This is some sort of scheme hatched between these filthy dwarves and those miserable tub-trading Lakemen, those snivelling cowards with their Longbows and Black Arrows! Perhaps it is time I paid them a visit!
Bilbo Baggins: Oh, no... This isn't their fault! Wait! You can not go to Lake Town!
Smaug: You care about them, do you? Good! Then you can watch them DIE!
[from trailer]
Thranduil: Such is the nature of evil, in time all foul things come forth!
Thranduil: Such is the nature of evil. Out there in the vast ignorance of the world it festers and spreads. A shadow that grows in the dark. A sleepless malice as black as the oncoming wall of night. So it ever was. So will it always be. In time all foul things come forth.
Legolas: [after Thranduil decapitates Narzug] Why did you do that? You promised to set him free.
Thranduil: And I did. I freed his wretched head from his miserable shoulders.
Smaug: You seem familiar with my name, but I don't remember smelling your kind before. Who are you and where do you come from, may I ask?
Bilbo Baggins: I come from under the hill...
Smaug: Underhill?
Bilbo Baggins: ...and under hills and over hills my paths lead. And through the air! I am he who walks unseen!
Smaug: Impressive. What else do you claim to be?
[leans forward to smell Bilbo]
Bilbo Baggins: L-Luck-Wearer... R-Riddle-Maker...
Smaug: Lovely titles... Go on.
Bilbo Baggins: Barrel-Rider!
Smaug: Barrels! Now that is interesting!
[from trailer]
Bard the Bowman: If you awaken that beast, you'll destroy us all!
Legolas: It is not our fight.
Tauriel: [reluctant] It is our fight. It will not end here. With every victory this evil will grow. If your father has his way, we will do nothing. We will hide within our walls, live our lives away from the light and let darkness descend. Are we are not part of this world? Tell me, Mellon, when did we let evil become stronger than us?
Tauriel: You like killing things, Orc? You like death? Then let me give it to you!
[Gandalf has realized that Thorin's company is at risk]
Gandalf: I cannot forsake them! They are in grave danger!
Radagast the Brown: Gandalf, if what you're saying is true, the world is in grave danger!
[from trailer]
Legolas: There is no King Under the Mountain, nor will there ever be!
Legolas: Tauriel, you cannot hunt thirty Orcs on your own.
Tauriel: [smiling] But I'm not on my own.
Legolas: You knew I would come.
[Bilbo observes a bare patch on Smaug's chest]
Bilbo Baggins: So it is true, the Black Arrow found its mark...
Smaug: What did you say?
Smaug: The King Under the Mountain is dead! I took his throne, I ate his people like a wolf among sheep! I kill where I wish, WHEN I wish! My armour is iron, no blade can pierce me!
Thranduil: [stares at Bilbo] I know you're there. Why do you linger in the shadows?
[Bilbo thinks he's been found out... ]
Tauriel: [steps out from behind Bilbo] I was coming to report to you.
Thranduil: I thought I ordered that nest to be destroyed not two moons past.
Tauriel: We cleared the forest as ordered, my Lord, but more spiders keep coming up from the South. They are spawning in the ruins of Dol Guldur. If we could kill them at their source...
Thranduil: That fortress lies beyond our borders. Keep our lands clear of those foul creatures. That is your task.
Tauriel: And when we drive them off, what then? Will they not spread to other lands?
Thranduil: Other lands are not my concern. The fortunes of the world will rise and fall, but here in this kingdom, we will endure.
[Bilbo sneaks past him, Thranduil senses something and looks in Bilbo's direction but sees nothing]
[Smaug has been keeping the Arkenstone away from Bilbo throughout their talk, however he lets it fall within reach of Bilbo]
Smaug: 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... But I think not. I think our little game ends here!
Thranduil: Legolas said you fought well today. He's grown very fond of you.
Tauriel: I assure you, my Lord, Legolas thinks of me as not more than a captain of the guard.
Thranduil: Perhaps he did once. Now I'm not so sure.
Tauriel: I do not think that you would allow your son to pledge himself to a lowly Silvan elf.
Thranduil: No... You are right, I would not. Still, he cares about you. Do not give him hope where there is none.
[as Bilbo enters Erebor]
Balin: Bilbo, if there is indeed a live dragon down there, don't waken it.
[gutting an infant spider that touched his ring]
Bilbo Baggins: MINE!
[slowly realizes what he has done]
[Bilbo stabs a spider, who screams of it stinging]
Bilbo Baggins: Sting... That's a good name!
[hands the Black Arrow to his son]
Bard the Bowman: Keep it secret! Keep it safe!
Necromancer: [in Black Speech] We grow in number. We grow in strength. You will lead my armies.
Azog: [in Black Speech] What of Oakenshield?
Necromancer: [in Black Speech] War is coming.
Azog: [in Black Speech, angry] You promised me his head.
Necromancer: [in Black Speech, vanishing] Death will come to all.
Gandalf: [talking inside The Prancing Pony] I ran into some unsavory characters whilst traveling along the Greenway. They mistook me for a vagabond.
Thorin Oakenshield: I imagine they regretted that.
Gandalf: One of them was carrying a message.
[Gandalf puts the message on the table]
Gandalf: It is Black Speech. A promise of payment.
Thorin Oakenshield: [looking at the message] For what?
Gandalf: [looking at Thorin] Your head.
Smaug: It's Oakenshield. That filthy Dwarvish usurper! He sent you in here for the Arkenstone, didn't he?
Bilbo Baggins: No no no no no, I have no idea what you're talking about...
Smaug: Don't bother denying it! I guessed his foul purpose some time ago! But it matters not. Oakenshield's quest will fail. A darkness is coming. It will spread to every corner of the land!
Gandalf: Oh, it's you.
Radagast the Brown: Why am I here, Gandalf?
Gandalf: Trust me, Radagast. I would not have called you here without good reason.
Radagast the Brown: [Radagast removes his hat to allow the birds to hide underneath] This is not a nice place to meet.
Gandalf: No, it is not.
[They exit the tomb]
Radagast the Brown: These are dark spells, Gandalf. Old, and full of hate. Who's buried here?
Gandalf: If he had a name, it's long since been lost. He would have been known only as a servant of evil. One of a number.
[He shines his staff into the chasm, revealing the doors of the tombs, all with the bars broken open]
Gandalf: One of nine.
[Thrain and Gandalf come face to face with Sauron]
Thrain: Tell Thorin that I love him! Will you do that? Will you tell my grandson that I loved him?
Gandalf: You will tell him yourself!
Thrain: It is too late...
[Sauron consumes Thrain]
Gandalf: NO!
[Thorin and Co run into Beorn's house, and barely escape from a gigantic bear]
Thorin Oakenshield: What is that?
Gandalf: That is our host!
Smaug: You are being used, Thief in the Shadows. You were only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it worth nothing...
Bilbo Baggins: No. No! You're lying!
Gandalf: What have they done to you?
Thrain: I never told them! They tried to make me, but I never said a word...! Have you kept them safe, Gandalf? The map and the key?
Gandalf: I gave them to Thorin. You would be proud of him. He's taken up the quest to reclaim Erebor...
Thrain: [shocked] Erebor?
Gandalf: To retrieve the Arkenstone! Soon all the armies of the Dwarves will answer to a new king!
Thrain: No! NO! Thorin must not go near Erebor! No one must enter that mountain...! He is waiting for them. They are in league, the dragon and the One!
Smaug: And what about your little dwarf friends? Where are they hiding?
Bilbo Baggins: Dwarves... No. No dwarves here. You've got that all wrong.
Smaug: Oh, I don't think so, Barrel-Rider! They sent you in here to do their dirty work, while they skulk about outside!
Bilbo Baggins: Truly, you are mistaken, O Smaug Chiefest and Greatest of All Calamities...
Smaug: You have nice manners for a thief, and a LIAR! I know the smell and taste of dwarves, no one better!
Legolas: You were tracking a company of thirteen dwarves. Why?
Narzug: Not thirteen, not anymore.
Radagast the Brown: [looking the symbols around the tomb's door in the High Fells] These are dark spells, Gandalf. Old and full of hate. Who's buried here?
Gandalf: If he had a name, it's long since been lost. He would've been known only as a servant of evil. One of a number. One of nine.
Radagast the Brown: [after leaving the cave] Why now, Gandalf? I don't understand.
Gandalf: The Ringwraiths have been summoned to Dol Guldur.
Radagast the Brown: But it cannot be the Necromancer. A human sorcerer could not summon such evil.
Gandalf: [suspicious] Who said it was human?
Narzug: [to Legolas and Thranduil] Your world will burn.
Legolas: What are you talking about? Speak!
Narzug: Our time has come again. My master serves the one. Do you understand now, Elfling? Death is upon you! The flames of war are upon you.
Gloin: [Reading the rune inscription inside the hidden door] Herein lies the seventh kingdom of Durin's folk. May the Heart of the Mountain unite all Dwarves in defense of this home.
Smaug: What did he promise you, a share of the treasure? As if it was his to give. I will not part with a single coin! Not one piece of it!
Smaug: My teeth are swords. My claws are spears. My wings are a HURRICANE!
Beorn: I don't like dwarves. They are greedy and blind, blind to the lives of those they deem lesser than themselves... But orcs, I hate more.
Smaug: Did you think I did not know this day would come, that a pack of canting dwarves would come crawling back to the Mountain?
Sigrid: Da? Why are there dwarves coming out our toilet?
Tilda: Will they bring us luck?
Dwalin: [on Bard] I don't care what he calls himself, I don't like him.
Balin: We do not have to like him, we simply have to pay him!
Thorin Oakenshield: Well done, Master Burglar!
[all the Dwarves make it out in barrels]
Thorin Oakenshield: The Arkenstone is half a world away, at the foot of a fire-breathing dragon!
Gandalf: Which is why we are going to need... a burglar.
Thorin Oakenshield: [after putting in the key and opening the door] Erebor.
Balin: [In tears] Thorin.
Thorin Oakenshield: I know these walls. These halls. This stone. Do you remember it Balin? Chambers filled with golden light.
Balin: I remember.
Gloin: [Reading the Dwarvish writing in the stone] Herein lies the 7th kingdom of Durin's folk. May the heart of the mountain unite all dwarves in defense of this home.
Balin: The throne of the king.
Bilbo Baggins: [Observing the carving] And what's that, above it?
Balin: The arkenstone.
Bilbo Baggins: And what's that?
Thorin Oakenshield: That, Master Burglar, is why you are here.
Thorin Oakenshield: [on his father, Thrain] You're like the others. You think he's dead.
Gandalf: I was not at the Battle of Moria...
Thorin Oakenshield: No. I was.
[flashback to the Battle of Moria; Thorin sees Azog decapitate King Thror and throw his head to the ground]
Thorin Oakenshield: NO!
[Thrain charges forward]
Thorin Oakenshield: Father...!
Thrain: Stay back!
Thorin Oakenshield: No, I will fight with you!
Thrain: Azog means to kill us all! One by one, he will destroy the line of Durin! But by my life, he shall not take my son! You will stay here!
Thorin Oakenshield: [voice-over] My father led a charge towards the Dimrill Gate. He never returned.
[Thrain charges into the orks' ranks with his bodyguard, and Thorin loses sight of him]
Thorin Oakenshield: [screams] Father!
Narzug: [in Black Speech, outside Beorn's house] Attack them now. Kill the Dwarf filth while they sleep.
Azog: [in Black Speech] No. The Beast stands guard. We will kill them on the road.
Bard the Bowman: [upon hearing Smaug's arrival] Listen to me! All of you! Do you not see what is coming?
Bard the Bowman: I was born and bred on these waters, Master Dwarf. If I wanted to kill you, I would not do it here.
Percy: [When Bard approaches Laketown in his ship] Halt! Goods inspection. Papers please!... Oh, it's you, Bard!
Bard the Bowman: Morning, Percy.
Percy: Anything to declare?
Bard the Bowman: Nothing. But I am cold and tired, and ready for home.
Percy: You and me both.
Kili: [Kili hears the elves having a feast up above them in the kingdom] Sounds like quite a party you're having up there
Tauriel: It is Mereth Nuin Giliath; The Feast of Starlight. All light is sacred to the Eldar, but the Wood Elves love best the light of the stars.
Kili: I always thought it is a cold light, remote and far away.
Tauriel: It is memory, precious and pure.
[they look at each other for a moment]
Tauriel: Like your promise.
[she holds his stone in her hand and he takes it back, she turns and looks up]
Tauriel: I have walked there sometimes, beyond the forest and up into the night. I have seen the world fall away and the white light forever fill the air.
Kili: I saw a fire moon once. It rose over the pass near Dunland. Huge! Red and gold it was, it filled the sky. We were an escort for some merchants from Ered Luin, they were trading in silverwork for furs. We took the Greenway south, keeping the mountain to our left, and then it appeared. This huge fire moon lighting our path. I wish I could show you...
[as Tauriel sits next to his cell to listen to his story we see Legolas standing above where the cells are located, not looking happy as he listens to them]