The Hobbit: The Desolation of Smaug is an upcoming 2013 epic fantasy adventure film co-written, produced and directed by Peter Jackson. It is the second installment of a three-part film series based on J. R. R. Tolkien's 1937 novel The Hobbit, beginning with An Unexpected Journey (2012) and set to conclude with There and Back Again (2014). The three films together act as prequels to Jackson's The Lord of the Rings film series.
The storyline continues the events of An Unexpected Journey, in which the hobbit Bilbo Baggins (Martin Freeman) travels with the wizard Gandalf (Ian McKellen) and a company of thirteen dwarves led by Thorin Oakenshield (Richard Armitage) into the Kingdom of Erebor, taking them through Mirkwood, Esgaroth, and Dale to combat with the dragon Smaug (Benedict Cumberbatch).
The hobbit Bilbo Baggins, along with the wizard Gandalf and the dwarf Thorin Oakenshield and his twelve companions, leave the Carrock after the events of the previous film. They continue east to the edge of the forest of Mirkwood where they encounter the skin-changer Beorn. Gandalf departs before the others enter Mirkwood where they are attacked by giant spiders and, except for Bilbo, are captured by Wood-elves. Bilbo helps the dwarves escape from the elves and they follow the forest river to Lake-town, where they meet the Master of the town, and Bard, a bowman and the descendant of the original Lord of Dale. After acquiring a boat and supplies from the town the company travels to the Lonely Mountain. They eventually find the hidden door into the mountain and Bilbo enters and encounters the dragon Smaug.
In the meantime Gandalf leads the White Council to drive the Necromancer out of Dol Guldur. Gandalf enters Dol Guldur where he discovers the true identity of the Necromancer. The elves of Mirkwood, led by King Thranduil and his son, Legolas, must battle the orc invasions from Dol Guldur.
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