Plot: Thorin and his company are being pursued by Azog and his Orc party following the events of the previous film. They are ushered along by Gandalf to the nearby home of Beorn, a skin-changer who can take the form of the bear. That night, Azog is summoned to Dol Guldur by the Necromancer, who commands him to marshal his forces for war, so Azog delegates the hunt for Thorin to his son Bolg. The following day, Beorn escorts the company to the borders of Mirkwood, where Gandalf discovers Black Speech imprinted on an old ruin. Heeding a promise he made to Galadriel, he warns the company to remain on the path and leaves to investigate the tombs of the Nazgûl. Upon entering the forest, the dwarfs lose their way and are ensnared by giant spiders. Bilbo sets about freeing them with the help of his recently acquired invisibility ring. He subsequently drops the ring and first begins to understand its dark influence after he brutally kills a creature to retrieve it..
Alternative Plot: Having survived the first part of their unsettling journey, Bilbo Baggins (Martin Freeman) and his companions (Ian McKellen, Richard Armitage) continue east. More dangers await them, including the skin-changer Beorn and the giant spiders of Milkwood. After escaping capture by the dangerous Wood Elves, Bilbo and the dwarves journey to Lake-town and, finally, to the Lonely Mountain, where they face the greatest danger of all: the fearsome dragon Smaug (Benedict Cumberbatch).
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