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The Desolation of Smaug continues the adventure of Bilbo Baggins (Martin Freeman) as he journeys with the Wizard Gandalf (Ian McKellan) and thirteen Dwarves, led by Thorin Oakenshield (Richard Armitage), on an epic quest to reclaim the Lonely Mountain and the lost Dwarf Kingdom of Erebor. Having survived the beginning of their unexpected journey, the Company travels East, encountering along the way skin-changer Beorn and a swarm of giant spiders in the treacherous forest of Mirkwood. After escaping capture by the dangerous Wood-elves, the Dwarves journey to Lake-town, and finally to the Lonely Mountain itself, where they must face the greatest danger of all–a creature more terrifying than any other; one which will test not only the depth of their courage but the limits of their friendship and the wisdom of the journey itself: the dragon Smaug (Benedict Cumberbatch).