It is morning; the dwarves are hiking along the path away from Rivendell. Thorin says "Be on your guard; we're about to step over the edge of the Wild. Balin, you know these paths; lead on." Balin nods "Aye." Bilbo turns around and looks back at Rivendell, longingly. Thyri puts her hand on his shoulder and says "Do not worry. You will see it again one day. I'm sure." Thorin tells them "Master Baggins, I suggest you keep up. You too, Thyri." Thyri mocks him "I suggest you keep up." She rolls her eyes "Pff... I always keep up, Mr. Poopy pants." Dwalin scolds her "Thyri, don't start. You were like this too." She pouts and looks away "You were supposed to be on my side. And Balin on Thorin's." He chuckles "Just like the old days." She smiles. The dwarves and Bilbo continue on their journey. They were hiking through the wilderness of Middle-earth, over ranges, mountains, and plains. They are crossing the Misty Mountains; the trail is narrow and dangerous, with a cliff on one side and a sheerdrop on the other. There is a fierce storm in the air, with lightning and rain all around. Thorin shouts "Hold on !" As Bilbo walks, the stone beneath his feet gives away, and he starts falling into the chasm; Dwalin manages to pull him back in time. Thyri shouts "We must find shelter !" Dwalin shouts "Watch out !" The Dwarves look up and see a massive boulder hurtling through the air; it hits the mountainside above them, causing rocks to fall all around them as they press themselves against the mountain. Balin shouts "This is no thunderstorm; it's a thunder battle ! Look !" A stone giant rears up from a nearby mountain; it rips off a massive boulder from the top of the mountain. Bofur says "Well bless me, the legends are true. Giants; Stone Giants !" Thorin shouts "Take cover : you fool !" Kili asks "What's happening ?" The giant throws the boulder far in the air.
Another stone giant appears from behind the Company, and it is hit in the head. The dwarves yell at each other to brace and hold on, and the rocks beneath their feet begin to give way from all the vibrations and from the impact of the falling rocks. The ground between some of the Company members splits; part of the group is on one side, and part on the other. Fili shouts "Kili ! Grab my hand ! Ki..." As the two stone giants fight with their fists, the dwarves hold on tight as they are flung around. One of the groups manages to jump to a different spot. A third stone giant appears, and it throws a boulder at the head of one of the first two. That one falls over; as the first group watches, it appears to them that the other group of the Company has been smashed to bits. The hurt stone giant loses its footing and falls down the chasm. Thorin shouts "No ! No ! Fili ! Thyri !" The group rushes to the spot where the others appeared to have been crushed, but they are safe.
Balin says "We're all right ! We're alive !" Thorin hugs his sister tightly "Never scare me again, understood Titi ?" She giggles "Protective as always, Thor, aye ?" He chuckles and ruffles her hair. Bofur asks "Where's Bilbo ? Where's the Hobbit ?" Ori shouts "There !" Dwalin shouts "Get him !" Bilbo is seen hanging onto the edge of the cliff with just his fingertips.
Ori dives onto the ground and tries to grab Bilbo's arm, but Bilbo slips and falls another few feet before he catches another handhold. As the dwarves try to pull him up unsuccessfully, Thorin swings down on the cliff next to Bilbo and boost him up, where the others pull him to safety. Dwalin tries to lift Thorin back up too, but Thorin loses his grip and begins falling too; however, Dwalin, with much effort, is able to pull him back up "I thought we'd lost our burglar." Thorin huffs "He's been lost ever since he left home. He should never have come. He has no place amongst us." Thyri scolds him "Shut up, Thorin. Leave him alone." He looks at me like he was going to challenge me. Thyri stares at him "Don't you dare, Thor." He calls out "Dwalin !" And they went off and find a cave. Dwalin says "It looks safe enough." Thorin says "Search to the back; caves in mountains are seldom unoccupied." Dwalin searches the cave with a lantern "There's nothing here." Gloin drops a bundle of wood on the floor and rubs his hands. Gloin says "Right then ! Let's get a fire started." Thyri says "No, No fires, not in this place. Get some sleep. We start at first light." Balin tells Thorin "We were to wait in the mountains until Gandalf joined us. That was the plan." Thorin replies "Plans change. Bofur, take the first watch." The Company is resting in the cave; all the dwarves are asleep. Thyri took the first watch with Bofur. Bilbo, only pretending to be asleep, stealthily opens his eyes and looks around. Seeing that no one is watching, he quietly rolls up his blankets and packs his things. Grabbing his walking stick, he starts to leave the cave, tiptoeing over the sleeping dwarves. Bofur, who is standing watch, sees Bilbo trying to leave. He jumps up and tries to stop him. They whisper so as not to wake the others. He asks Bilbo "Where do you think you're going ?" Bilbo says "Back to Rivendell." Thyri tells him "No, no, you can't turn back now, you're part of the Company. You're one of us." Bilbo replies "I'm not though, am I ? Thorin said I should never have come, and he was right. I'm not a Took, I'm a Baggins, I don't know what I was thinking. I should never have run out my door." Thorin, who is awake, stares thoughtfully at the wall as he listens. Bofur says "You're homesick; I understand." Bilbo says "No, you don't, you don't understand ! None of you do - you're dwarves. You used to - to this life, to living on the road, never settling in one place, not belonging anywhere." Bofur and Thyri look offended, and Bilbo is repentant "I am sorry, I didn't..." Thorin listens on. Thyri tells Bilbo "No, you're right. We don't belong anywhere." Bofur smiles and places his hand on Bilbo's shoulder "I wish you all the luck in the world. I really do." Bilbo soon turns and begins to walk away. Bofur asks "What's that ?" Something is glowing; Bilbo pull his sword partway out of its sheath and sees that it is growing bright blue, meaning Orcs are nearby. Thyri smells something familiar and looks at her brother in worry.
Thorin raises his head as he hears strange machinery noises and sees cracks form in the sand on the floor of the cave. He shouts "Wake up. Wake up !" Before anyone can react, the floor of the cave collapses downwards; the floor is really a giant trap door. The entire Company falls down a chute, slides through a tunnel, and lands in a giant wooden cage. As they struggle to get up, a horde of goblins attacks them, takes away their weapons, and drags them all away. As the dwarves are lead away kicking and yelling, Bilbo somehow gets missed by the goblins; not seeing him they leave him behind. Nori, looking over his shoulder, sees this happen. Bilbo scampers behind some railing to hide as he watches the goblins proceed through the tunnels. Bats fly in the darkness. Bilbo draws his sword, which is glowing bright blue, and slowly follows the goblins. Suddenly, one goblin jumps out in front of him and rushes at him with his sword. After a brief fight in which Bilbo barely manages to keep himself alive, the goblin and Bilbo both fall over the edge of a platform and fall through the darkness. Meanwhile, the goblin horde brings the dwarves through a vast network of tunnels and wooden bridges to the throne room and platform of the Goblin King. The Goblin King is a massive Goblin sitting on a throne, holding a mace topped with a skull. He is far larger than any other goblin, and he is incredibly ugly, with warts all over his swinging chin.
The dwarves' weapons are piled together. The Goblin King jumps off his throne, trampling several goblins, and approaches the Company "Who would be so bold as to come armed into my kingdom ? Spies ? Thieves ? Assassins ?" One of his minions tells him "Dwarves, Your Malevolence." The Goblin King asks "Dwarves ?" The same goblin says "We found them on the front porch." The Goblin King says "Well, don't just stand there; search them ! Every crack, every crevice." The goblins search the dwarves thoroughly, throwing away whatever they find. Oin's hearing trumpet is thrown on the floor and crushed underfoot. The Goblin King asks the dwarves "What are you doing in these parts ? Speak !" None of the dwarves respond. Thorin, very protective, grabs his sister's hand. The Goblin King shouts "Well then, if they will not talk, we'll make them squawk ! Bring out the Mangler ! Bring out the Bone Breaker ! Start with the youngest." He points at Ori. However, Thorin steps forward "Wait."
The Goblin King says "Well, well, well, look who it is. Thorin son of Thrain, son of Thror; King under the Mountain." He bows exaggeratedly to Thorin and says "Oh, but I'm forgetting, you don't have a mountain. And you're not a king. Which makes you nobody, really." He looks behind Thorin and sees Thyri. He chuckles "Well, well, well. Looks like someone is back from the dead. Thyri, older sister of Thorin Oakenshield." Thyri is now next to Thorin.
The Goblin King continues "The Dragonslayer. The true heir to the throne. Queen under the Mountain. Well, you also don't have a mountain and it makes you nobody." He tells Thorin "I know someone who would pay a pretty price for your head. Just the head, nothing attached. Perhaps you know of whom I speak, an old enemy of yours. A Pale Orc astride a White Warg." Thorin looks up in surprise and disbelief "Azog the Defiler was destroyed. He was slain in battle long ago." The Goblin King asks "So you think his defiling days are done, do you ?" He laughs, then turns to a tiny goblin sitting in a basket and holding a slate "Send word to the Pale Orc; tell him I have found his prize." The tiny goblin writes down the message on his slate; cackling, he then pulls a lever, causing his basket to start sliding down a system of ropes and pulleys into the darkness.
*Meanwhile, with Bilbo*
Bilbo regains consciousness and finds himself in a dark cavern, lying behind a clump of mushrooms. He sees the goblin who attacked him lying nearby, nearly dead. Suddenly, Bilbo sees a strange figure approaching the goblin "Yes. Yes. Yes ! Yes ! Gollum. Gollum." Bilbo, out of sight behind the mushrooms, watches as Gollum circles around the goblin. Gollum then begins pulling the goblin away by the feet. Suddenly, the goblin wakes up and begins flailing around. In a fit of rage, Gollum grabs a rock and pounds the goblin on the head with it, knocking it unconscious again. As Bilbo watches in horror, a golden ring falls out of Gollum's loincloth and falls on the floor. Gollum resumes pulling the unconscious goblin away "Nasty goblinses. Better than old bones, Precious; better than nothing." Bilbo, emerging from his hiding spot and retrieving his sword, follows after Gollum. By the light of the sword, he sees the Ring on the ground and he picks it up, examining it. Hearing Gollum singing in the distance, Bilbo puts the Ring into his pocket and follows the sound of Gollum's voice "Too many boneses, Precious ! Nothing of flesh !" Bilbo hears Gollum's voice getting darker "Shut up ! Get its skin off." Gollum's softer voice sings "Start with its head. The cold hard lands, they bites our hands, they gnaws our feet. The rocks and stones, they're like old bones, all bare of meat. Cold as death, they have no breath, it's good to eat !" Rounding a corner, Bilbo sees Gollum silhouetted on top of a rock in the middle of a small lake. Gollum is singing as he beats the goblin's body. He smashes it in the head again with a rock. Seeing the glow of Bilbo's sword, Gollum looks up. Bilbo quickly hides behind a rock, realizing that his sword is still glowing brightly. However, the sword's light starts flickering, then completely dies out, signifying that the goblin is dead. Bilbo peeks out from behind the rock, then is shocked to see that Gollum is no longer there. Gollum stealthily paddles through the lake in his little boat, using his hands as paddles. Bilbo slowly looks up and finds Gollum on a rock above him; Gollum jumps down in front of Bilbo "Bless us and splash us, Precious ! That's a meaty mouthful." He approaches Bilbo, but Bilbo places the point of his sword on Gollum's throat, causing Gollum to retreat in fear "Aaahh. Gollum. Gollum. Ack..." Bilbo tells him "Back. Stay back. I'm warning you, don't come any closer." Gollum says "It's got an elfish blade, but it's not an Elfs. Not an Elfs, no. What is it, Precious ? What is it ?" Bilbo tells him "My name is Bilbo Baggins." Gollum asks "Bagginses ? What is a Bagginses, Precious ?"
Bilbo says "I'm a Hobbit from the Shire." Gollum smiles "Oh ! We like Goblinses, batses, and fishes, but we hasn't tried Hobbitses before. Is it soft ? Is it juicy ?" As he approaches again, Bilbo holds out his sword in front of him and wildly waves it about
"Now, now, K--keep your distance ! I'll use this if I have to !" Gollum snarls at Bilbo, causing Bilbo to step back. Bilbo tells him "I don't want any trouble, do you understand ? Just show me the way to get out of here, and I'll be on my way." Gollum asks "Why, is it lost?" Bilbo nods "Yes, yes, and I want to get unlost as soon as possible." Upon hearing this, Gollum answers in a different voice than before "Ooh ! We knows ! We knows safe paths for Hobbitses. Safe paths in the dark." He changes his voice again "Shut up." Like it was his dark side like before; this exchange of control happens several more times in the rest of Bilbo and Gollum's conversation. Bilbo, confused, says "I didn't say anything." Gollum tells him "Wasn't talking to you." His soft side says "But yes, we was, Precious, we was." Bilbo tells him "Look, uh, I don't know what your game is, but I--" Gollum asks "Games ? We love games, doesn't we, Precious ? Does it like games ? Does it ? Does it ? Does it like to play ?" Bilbo says "Maybe ?" Gollum, in his soft voice, holds up his hands, then begins reciting a riddle "What has roots as nobody sees, is taller than trees. Up, up, up it goes, and yet, never grows." Bilbo answers "...The mountain." Gollum begins laughing uproariously "Yess, yess, oh, let's have another one, eh ? Yes, come on, do it again, do it-do it again. Ask us." His darker side yells "No ! No more riddles. Finish him off. Finish him now. Gollum ! Gollum !" He snarls, and begins rushing at Bilbo to kill him, but Bilbo holds out his hand to stop him and begins speaking "No ! No, no, no. I wa-I want to play. I do. I want to play. I can see you are very good at this. S-so why don't we have a game of riddles ? Yes, just, just you and me." Bilbo crouches until he is level with Gollum; Gollum scuttles forward, close to Bilbo, whispering excitedly "Yes ! Yes, just, just-just us." Bilbo says "Yes. Yes. And-and if I win, you show me the way out." Gollum nods "Yes. Yes -" His dark side takes over and snarls, turning away from Bilbo. Gollum's two personality's talk to each other "And if it loses ? What then ?" "Well, if it loses, Precious, we will eats it !" He laughs to himself, then turns back to Bilbo "If Baggins loses, we eats it whole." There is a pause for several sconds as Bilbo digests this new information "Fair enough."
He stands up and puts his sword away as Gollum looks on interestedly "Well, Baggins first." As Bilbo thinks of a riddle, Gollum rests his hands and chin on the edge of a rock. Bilbo gives his riddle "Thirty white horses on a red hill. First they champ, then they stamp, then they stand still." As Gollum thinks, he keeps pening his eyes and mouth as if he knows the answer, then changes his mind.
This goes on for several seconds, until he finally replies questioningly "Teeth ?" Bilbo looks unhappy, as the answer is correct. Gollum becomes ecstatic and laughs throatily "Teeth !! Yes, my Precious. But we-we-we only have nine." He displays his mouth, showing that he really does only have nine teeth. Bilbo is disgusted. Gollum begins reciting his next riddle, while getting closer and closer to Bilbo. Bilbo keeps a large rock between the two of them "Our turn. Voiceless it cries, wingless flutters, toothless bites, mouthless mutters." Bilbo says "Just a minute." As Bilbo walks off thinking, Gollum's evil face turns into his soft side's excited face "Oh, oh ! We knows. We knows !" "Shut up." As Bilbo observes the water, he notices tiny waves forming as a breeze ruffles the surface of the water "Wind. It's wind ! Of course it is." Gollum snarls in frustration and begins slinking around, approaching Bilbo "Very clever, Hobbitses, very clever." As he gets too close for comfort, Bilbo pulls out his sword and points it at Gollum again, but also begins saying his own riddle "Ah, ah, ah, ah. A-a box without hinges, key, o-or, or lid; yet golden treasure inside is hid." Gollum thinks hard, talking to himself and making many hand motions A box...and a lid...and then a key.... Bilbo asks "Well ?" Gollum says "It's nasty. Uh, box, uh..." Bilbo asks "Give up ?" Gollum says "Give us a chance, Precious, give us a chance !" In frustration, he begins pounding the floor and snarling. He puckers his face up deeply, then suddenly opens his eyes wide as he gets the answer "Eggses ! Eggses !" He laughs "What crunchy little eggses, yes. Grandmother taught us to suck them, yes." As he laughs, a bat makes a noise in the darkness. Bilbo turns to look for the source of the noise; as he turns back around, he realizes that Gollum is gone. Gollum's voice suddenly starts sounding like an echo from different parts of the cave. Gollum speaks his riddle from some unknown spot "Ahh. We have one for you: All things it devours, birds, beasts, trees, flowers. Gnaws iron, bites steel, grinds hard stones to meal. Answer us." Bilbo says "Give me a moment, please, I gave you a good long while." He tries to think while at the same time he walks around with his sword drawn, looking for Gollum "I don't know this one." Gollum asks "Is it tasty? Is it scrumptious ? Is it crunchable ?"