The company enter the black forest of Mirkwood without Gandalf. In Mirkwood, Bilbo first saves the dwarves from giant spiders and then from the dungeons of the Wood-elves. Nearing the Lonely Mountain, the travellers are welcomed by the human inhabitants of Lake-town, who hope the dwarves will fulfil prophecies of Smaug's demise. The expedition travel to the Lonely Mountain and find the secret door; Bilbo scouts the dragon's lair, stealing a great cup and learning of a weakness in Smaug's armour. The enraged dragon, deducing that Lake-town has aided the intruder, sets out to destroy the town. A noble thrush who overheard Bilbo's report of Smaug's vulnerability reports it to Bard, who slays the dragon.
When the dwarves take possession of the mountain, Bilbo finds the Arkenstone, an heirloom of Thorin's dynasty, and steals it. The Wood-elves and Lake-men besiege the mountain and request compensation for their aid, reparations for Lake-town's destruction, and settlement of old claims on the treasure. Thorin refuses and, having summoned his kin from the mountains of the North, reinforces his position. Bilbo tries to ransom the Arkenstone to head off a war, but Thorin is intransigent. He banishes Bilbo, and battle seems inevitable.
Gandalf reappears to warn all of an approaching army of goblins and Wargs. The dwarves, men, and elves band together, but only with the timely arrival of the eagles and Beorn do they win the climactic Battle of Five Armies. Thorin is fatally wounded and reconciles with Bilbo before he dies. Bilbo accepts only a small portion of his share of the treasure, having no want or need for more, but still returns home a very wealthy hobbit.
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