- Balin: [sees a chamber full of dead dwarves, with their only means of escape blocked] The last of our kin. They must have come here hoping beyond hope. We could make for the mines. Might last a few days.
- Thorin Oakenshield: No. I will not die like this, cowering, clawing for breath. We make for the forges.
- Dwalin: He'll see us! Sure as death.
- Thorin Oakenshield: Not if we split up.
- Balin: Thorin, we'll never make it.
- Thorin Oakenshield: Some of us might. Lead him to the forges. We kill the dragon. If this is to end in fire, then we will all burn together!
- Legolas: [Looking at two pictures in a locket that he has confiscated from Gloin. The picture on the left has a long thick beard] Who is this? Your brother?
- Gloin: That is my wife!
- Legolas: [Looking at the infant in the other picture] And who is this horrid creature? A goblin mutant?
- Gloin: That is my wee lad, Gimli!
- Bard the Bowman: You have no right, no right to enter that mountain!
- Thorin Oakenshield: I have the only right.
- Gandalf: You've changed, Bilbo Baggins. You're not the same Hobbit as the one who left the Shire...
- Bilbo Baggins: I was going to tell you... I found something in the Goblin tunnels.
- Gandalf: Found what? What did you find?
- Bilbo Baggins: [pause]
- Bilbo Baggins: My courage.
- Gandalf: Good... well, that's good. You'll need it.
- Bard the Bowman: The Lord of Silver Fountains / The King of Carven Stone / The King Beneath the Mountain / shall come into his own. / And the bells shall ring in gladness / at the Mountain King's return. / But all shall fail in sadness, / and the Lake will shine and burn...
- Bilbo Baggins: I did not come to steal from you, O Smaug the Unassessably Wealthy. I merely wanted to gaze upon your magnificence, to see if you really were as great as the old tales say. I did not believe them.
- Smaug: [strikes a pose] And do you, NOW?
- Bilbo Baggins: Truly, tales and songs fall utterly short of your enormity, O Smaug the Stupendous...
- Smaug: Do you think flattery will keep you alive?
- Bilbo Baggins: No, no...
- Smaug: No, indeed!
- [after Thorin orders Kili left behind, Fili steps off the boat]
- Thorin Oakenshield: Fili, don't be a fool. You belong with the Company.
- Fili: I belong with my brother!
- Smaug: You seem familiar with my name, but I don't remember smelling your kind before. Who are you and where do you come from, may I ask?
- Bilbo Baggins: I come from under the hill...
- Smaug: Underhill?
- Bilbo Baggins: ...and under hills and over hills my paths lead. And through the air! I am he who walks unseen!
- Smaug: Impressive. What else do you claim to be?
- [leans forward to smell Bilbo]
- Bilbo Baggins: L-Luck-Wearer... R-Riddle-Maker...
- Smaug: Lovely titles... Go on.
- Bilbo Baggins: Barrel-Rider!
- Smaug: Barrels! Now that is interesting!
- Smaug: You think you can deceive me, Barrel-Rider? You have come from Lake Town! This is some sort of scheme hatched between these filthy dwarves and those miserable tub-trading Lakemen, those snivelling cowards with their Longbows and Black Arrows! Perhaps it is time I paid them a visit!
- Bilbo Baggins: Oh, no... This isn't their fault! Wait! You can not go to Lake Town!
- Smaug: You care about them, do you? Good! Then you can watch them DIE!
- [observes a carving of the Arkenstone]
- Bilbo Baggins: What's that?
- Balin: That is the Arkenstone.
- Bilbo Baggins: And what is it?
- Thorin Oakenshield: That, Master Burglar, is why you are here.
- Thorin Oakenshield: Here! You witless worm!
- Smaug: YOU!
- Thorin Oakenshield: I'm taking back what you stole.
- Smaug: You will take NOTHING from me, dwarf. I laid low your warriors of old. I instilled terror in the hearts of men. I AM KING UNDER THE MOUNTAIN!
- Thorin Oakenshield: This is not your kingdom! These are dwarf lands. This is dwarf gold! And we will have our revenge!
- Radagast the Brown: What if it's a trap?
- Gandalf: Turn around and don't come back.
- [Radagast leaves]
- Gandalf: It's undoubtedly a trap.
- [draws his sword]
- Thorin Oakenshield: You're afraid.
- Balin: Yes! Yes, I'm afraid! I fear for YOU, Thorin. A sickness lies on that treasure, a sickness that drove your grandfather mad!
- Thorin Oakenshield: I am not my grandfather.
- Balin: You are not yourself! The Thorin I know would not hesitate...
- Thorin Oakenshield: I will not risk this quest for the life of one burglar.
- Balin: Bilbo. His name is Bilbo!
- Bard the Bowman: All of you! Listen to me! You must listen! Have you forgotten what happened to Dale? Have you forgotten those who died in the firestorm? And for what purpose? The blind ambition of a Mountain King, so riveted by greed he cannot see beyond his own desire!
- Thranduil: I offer you my help.
- Thorin Oakenshield: I am listening.
- Thranduil: I will let you go if you but return what is mine.
- Thorin Oakenshield: A favor for a favor...?
- Thranduil: You have my word, one King to another.
- Thorin Oakenshield: I would not trust Thranduil, the great King, to honor his word should the end of all days be upon us! You lack all honor! I have seen how you treat your friends. We came to you once, starving, homeless, seeking your help, but you turned your back. You turned away from the suffering of my people in the inferno that destroyed us!
- Thranduil: [reveals scars] Do not speak to ME of dragon fire! I know its wrath and ruin! I have faced the great serpents of the north!... I warned your grandfather what his greed would summon. He would not listen... You are just like him. So go, stay here and rot. One hundred years is a mere blink in the life of an elf! I'm patient! I can wait!
- Thranduil: Such is the nature of evil. Out there in the vast ignorance of the world it festers and spreads. A shadow that grows in the dark. A sleepless malice as black as the oncoming wall of night. So it ever was. So will it always be. In time all foul things come forth.
- Thranduil: [stares at Bilbo] I know you're there. Why do you linger in the shadows?
- [Bilbo thinks he's been found out...]
- Tauriel: [steps out from behind Bilbo] I was coming to report to you.
- Thranduil: I thought I ordered that nest to be destroyed not two moons past.
- Tauriel: We cleared the forest as ordered, my Lord, but more spiders keep coming up from the South. They are spawning in the ruins of Dol Guldur. If we could kill them at their source...
- Thranduil: That fortress lies beyond our borders. Keep our lands clear of those foul creatures. That is your task.
- Tauriel: And when we drive them off, what then? Will they not spread to other lands?
- Thranduil: Other lands are not my concern. The fortunes of the world will rise and fall, but here in this kingdom, we will endure.
- [Bilbo sneaks past him, Thranduil senses something and looks in Bilbo's direction but sees nothing]
- [Bilbo observes a bare patch on Smaug's chest]
- Bilbo Baggins: So it is true, the Black Arrow found its mark...
- Smaug: What did you say?
- Legolas: It is not our fight.
- Tauriel: [reluctant] It is our fight. It will not end here. With every victory this evil will grow. If your father has his way, we will do nothing. We will hide within our walls, live our lives away from the light and let darkness descend. Are we are not part of this world? Tell me, Mellon, when did we let evil become stronger than us?
- [Smaug has been keeping the Arkenstone away from Bilbo throughout their talk, however he lets it fall within reach of Bilbo]
- Smaug: I am almost tempted to let you take it, if only to see Oakenshield suffer, watch it destroy him, watch it corrupt his heart and drive him mad... But I think not. I think our little game ends here!
- [questioning Thorin]
- Thranduil: [to Thorin] Where does your journey end? A quest to reclaim a homeland, and slay a dragon!... I suspect something more prosaic. Attempted burglary, or something of that kind. You seek that which would bestow upon you the right to rule: the Arkenstone!
- [gutting an infant spider that touched his ring]
- Bilbo Baggins: MINE!
- [slowly realizes what he has done]
- Smaug: It's Oakenshield. That filthy Dwarvish usurper! He sent you in here for the Arkenstone, didn't he?
- Bilbo Baggins: No no no no no, I have no idea what you're talking about...
- Smaug: Don't bother denying it! I guessed his foul purpose some time ago! But it matters not. Oakenshield's quest will fail. A darkness is coming. It will spread to every corner of the land!
- Smaug: The King Under the Mountain is dead! I took his throne, I ate his people like a wolf among sheep! I kill where I wish, WHEN I wish! My armour is iron, no blade can pierce me!
- Gandalf: [talking inside The Prancing Pony] I ran into some unsavory characters whilst traveling along the Greenway. They mistook me for a vagabond.
- Thorin Oakenshield: I imagine they regretted that.
- Gandalf: One of them was carrying a message.
- [Gandalf puts the message on the table]
- Gandalf: It is Black Speech. A promise of payment.
- Thorin Oakenshield: [looking at the message] For what?
- Gandalf: [looking at Thorin] Your head.
- [Thorin and Co run into Beorn's house, and barely escape from a gigantic bear]
- Thorin Oakenshield: What is that?
- Gandalf: That is our host!
- Smaug: You are being used, Thief in the Shadows. You were only ever a means to an end. The coward Oakenshield has weighed the value of your life and found it worth nothing...
- Bilbo Baggins: No. No! You're lying!
- Necromancer: [in Black Speech] We grow in number. We grow in strength. You will lead my armies.
- Azog: [in Black Speech] What of Oakenshield?
- Necromancer: [in Black Speech] War is coming.
- Azog: [in Black Speech, angry] You promised me his head.
- Necromancer: [in Black Speech, vanishing] Death will come to all.
- Gandalf: Oh, it's you.
- Radagast the Brown: Why am I here, Gandalf?
- Gandalf: Trust me, Radagast. I would not have called you here without good reason.
- Radagast the Brown: [Radagast removes his hat to allow the birds to hide underneath] This is not a nice place to meet.
- Gandalf: No, it is not.
- [They exit the tomb]
- Radagast the Brown: These are dark spells, Gandalf. Old, and full of hate. Who's buried here?
- Gandalf: If he had a name, it's long since been lost. He would have been known only as a servant of evil. One of a number.
- [He shines his staff into the chasm, revealing the doors of the tombs, all with the bars broken open]
- Gandalf: One of nine.
- [Gandalf has realized that Thorin's company is at risk]
- Gandalf: I started this. I cannot forsake them! They are in grave danger!
- Radagast the Brown: If what you say is true, the world is in grave danger! The power in that fortress - will only grow stronger.