The Hobbit Bilbo Baggins, the Wizard Gandalf and 13 Dwarves, led by Thorin Oakenshield, continue their journey to reclaim the Dwarf Kingdom of Erebor. Along the way, they encounter the skin-changer Beorn; giant Spiders of Mirkwood; Wood-elves led by Legolas, Tauriel and King Tranquil; and a mysterious Man named Bard, who smuggles them into Lake-town. Finally reaching the Lonely Mountain, they face their greatest danger - the Dragon Smaug.