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The Desolation of Smaug

The Hobbit: The Desolation of Smaug Geeky Observations List.


'This will probably get me struck off The One Ring party list but I am enjoying deviating from the book' - Peter Jackson.

1. Cameo: Peter Jackson finally takes a bite out of that carrot. 
2. Thorin comes to Bree on a cold, rainy night like Frodo, Sam, Merry & Pippin do years later.
3. There's a black cat at the Prancing Pony (mirroring LotR)
4. The Pippin-looking hobbit being lifted onto a stool at the bar is Bilbo/Frodo scale double Kiran Shah.
5. Thorin is courteous to the Pony's barmaid... smiling and saying "Thank you". That is a sign of respect for others.
6. The drink in Thorin's mug looks like the same white mead Beorn serves them.
7. Thorin lays his still-lit pipe in a shallow dish of soil or sand next to him while he eats. It's a rudimentary ash tray.
8. Thorin has his sword propped against the table and ready to go.
9. Gandalf orders the same food as Thorin.
10. Cameo: Peter Jackson's daughter Katie is the Butterbur barmaid serving Gandalf and Thorin.
11. They play checkers in Bree, as seen by the table diagonal to Gandalf and Thorin.
12. Could one of the 2 characters watching Thorin be Bill Ferny, senior?
13. Thorin doesn't want to touch the message Gandalf shows him when he realizes its Black Speech.
14. The contract on Thorin's head Gandalf took from the enemy he met on the Greenway is shaped like wing and is made of leather.
15. The suspicious characters overhear Gandalf and Thorin talking about Erebor and the Arkenstone.
16. Thorin and Gandalf are discussing the meeting with other Dwarven leaders in DOS that Thorin is returning from when arriving at Bag End in AUJ.

17. The orcs are searching for Thorin and Company in the hills by moonlight.
18. Azog seems to sense Bilbo's general direction. He looks right over where the hobbit is hiding.
19. First glimpse of Beorn features him roaring at the Orcs in the Misty Mountains.
20. As Bilbo reports to the Company, daylight is beginning to show along the mountaintops
21. Bifur is nodding very enthusiastically as Gandalf mentions how he always knew Bilbo would be a good burglar. He seems to be interacting directly with the conversation at hand, rather than being lost in his own little world.
22. When Gandalf cries out for them to hurry, Thorin grabs Bombur's coat to pull him along.
23. Beorn's meadows are full of different colored lupine. The field of flowers they run through on the way to Beorn's house is obviously his bee fields. Nice little nod to the books.
24. Gandalf wants to get to Beorn's house for safety; but is not clear if it's for protection from orcs or from Beorn?
25. Gandalf tells them they need to get to Beorn's house, but no orcs are seen until night.
26. The orcs seem to move in daytime through the forest - but that is because it is more shaded.
27. As the Company makes a mad-dash for Beorn's home, they cross an open plain and what looks like the Old Forest Road.
28. Bombur outruns everyone as they race to safety.
29. The orcs show within sight of Beorn's house where the Company is resting, but are deterred by Beorn in bear form.
30. Azog doesn't flinch when a frothing warg gets in his face.
31. Azog and Bolg both walk upright, stately and proud... just like Thorin.

32. Bees fly within Beorn's compound walls and are not seen outside the walls.
33. The dwarves pile into the closed door and struggle until Thorin pushes through and lifts the latch.
34. There are beehives lined up in front of Beorn's entrance.
35. Balin and Gandalf are the last ones through the door.
36. The Company is trying to blockade themselves in Beorn's home with the bear trying to break through the doorway. The inside of the door has braces and a board to block the door strong enough to withstand something as BIG as Beorn himself!
37. Beorn allows the dwarves to escape as he chases the Company TO his home for refuge. The Bear was tracking the Orcs, so he knew they were closing in on the Party. He could have easily pushed through the door as the Dwarves held it shut.
38. Gandalf smiles at the monstrous bear rather incongruously! (He knows the bear would have no trouble bursting through if he wanted to)
39. Beorn's door is latched BOTH inside and out- possibly to prevent the bear from getting in and the animals from getting out?
40. Ori defends against Beorn with his slingshot.
41. Bilbo draws Sting and is ready to fight the giant bear trying to break through the door.
42. Dori tells Ori to come away from the door when Beorn is on the prowl outside his house.
43. Bilbo peeks through the crack of Beorn's door when Dori has just pulled Ori away from it.
44. Balin is studying the yak in the main room and then shakes his head in disbelief.
45. Bifur is carefully checking out Beorn's home.
46. Beorn walks away from his home allowing the Company to stay and rest.
47. Beorn clearly has some scars across his nose in bear form as he is shown patrolling his home at night.
48. One of the few times you see Bilbo with his vest unbuttoned is when he's sleeping at Beorn's.
49. Beorn has a chessboard with carved wooden pieces.
    · Bears = Kings.
    · Eagles = Queens.
    · Squirrels = Knights.
    · Weasels = Bishops.
    · Coiled Snakes = Rooks.
    · Hedgehogs = Pawns.
50. The chess game is made up of light and dark wood.
51. The chess game is set up and ready to play.
52. Beorn's white mice run about amongst the chessmen.
53. Sting is standing against the wall above Bilbo's head where he is laying.
54. Bilbo is twiddling his thumbs as he lays wide awake.
55. Sleepless Bilbo feels the Ring calling and looks charmed by it.
56. Beorn kept watch around the perimeter until he knew it was safe and then resumed his Manflesh shape. Ensuring they'll stay put.
57. Beorn in bear form wears the shackle. It can *just* be glimpsed as the bear lunges from the wood, and more clearly as Beorn transforms back to human form.
58. Smoke is rising from Beorn's chimney when he looks down on his home, which means the Company has settled in and plans to stay.
59. Beorn has unlatched and come in a back door at the opposite end of the house from the barricaded front entrance.
60. Bilbo sees Beorn quietly walk into the house.
61. When Beorn shape-shifts from bear to man, he is naked (except for the shackle). When Bilbo sees him enter the house that night, he has trousers on. When Bilbo wakes up, Beorn has added a woven cloth vest to his outfit.
62. Bilbo is woken as he's scrutinized by 2 giant bees.
63. When Bilbo wakes in the morning, the dwarves are already eating just like in the book.
64. Beorn's table has honey cakes, honeycomb, fruit, bread, cheese and grain with mead to drink.
65. There are beeswax candles all over Beorn's home.
66. Beorn's animal stalls are surprisingly clean, considering.
67. There is a stone fireplace in Bard's house that is right in the middle of the main living area.
68. On either side of Beorn's mantelpiece next to the table, there is a messy but large stack of books and some resting against the chimney.
69. There's a shelf above the table suspended from the rafters.
70. There are blankets and other items hanging up in the rafters.
71. The dwarves do not smoke their pipes in Beorn's house, yet they smoke in every other "resting" scene so far in the movies.
72. Thorin, Balin and Gandalf don't sit at Beorn's table.
73. When Beorn starts talking about Thranduil, Thorin's demeanor changes as he turns and walks away.
74. Beorn is so big even he needs to duck his head under a beam.
75. Beorn picks up a white mouse Bofur brushes off his arm, before speaking about how he doesn't like dwarves partly because they do not value those they deem insignificant.
76. When the Company leaves, Beorn tells them that they had better leave "while there is still light left".
77. The Company doesn't know Azog and his orcs have been called to Dol Guldur, although scouts could be left behind.

78. When the Company rides off on Beorn's ponies, Bofur and Gloin share one.
79. The ponies that the Company rides for Beorn's house are purebred Gypsy Vanners -- and are actually horses not ponies!
80. Thorin clearly has a quiver of arrows on his back as he gets on his pony to ride to Mirkwood from Beorn's.
81. The ponies seem to have all cloth tack. Gandalf's horse has a lovely knotted cloth halter and reins in grey and tan fabric. No leather from Beorn!
82. The elven gate in the beginning of the Mirkwood has arches by it that is very similar to the antlers design on Thranduil's throne.
83. Bilbo can sense the disease lying on Mirkwood.
84. As Gandalf approaches the graffiti'd statue, the Ring starts pulsing (threatened) and Bilbo's demeanor is becoming dark.
85. There is a connection between Bilbo fingering his ring and the “eye” symbol on the statue at the entrance of Mirkwood. When the eye flashes, Bilbo also responds. The drums in the score (which continue until Gandalf rides off) would suggest so... tying the Necromancer to the graffiti.
86. We witness the psychic connection we saw at the White Council again when Gandalf and Galadriel have a discussion about Gandalf leaving for the High Fells.
87. When Gandalf tells the dwarves to send the ponies back to their master, he sees Beorn in bear form looking over at them from afar, just like Bilbo did in the book.
88. Gandalf tells Bilbo the way around Mirkwood is 200 miles to the north or 400 miles to the south.
89. There's a pedestal and overgrown statue at the entrance of Mirkwood's elven path.
90. The pedestal is similar to the stone one in Elrond's study (where the White Council was held in FotR).
91. Could the Elven statue be Thranduil's Queen (wife)?
92. It looks like periwinkle is growing over the statue.
93. The marks on the statue are like those Radagast saw at Dol Guldur.
94. As they stand at the beginning of the elven path, Bilbo responds to the thrumming Ring and reacts when Gandalf uncovers the scrawling graffiti on the elven statue.
95. Galadriel speaks to Gandalf psychically and sends him to the High Fells.

96. Bilbo struggles when he tries to tell Gandalf about finding the Ring.
97. It starts to rain as Gandalf talks with Bilbo, but it's not raining in the Forest.
98. The Company takes several minutes to pack up the supplies Beorn has sent with them. Everyone is carrying bundles.
99. The ends of Balin's beard curl up like the toes of his shoes.
100.When they enter Mirkwood, Kili and Dwalin are carrying long green sheaves. By the time they lose the path they're gone.
101.Bilbo is carry a pack slung over his left shoulder with a lot of padding where its rope rests next to his neck. The other has a rope supporting 2 bottles lashed together.
102.Bombur has 2 bundles.
103.Fili is carrying coils of rope.
104.Nori is carrying a round basket on his back.
105.The path is made up of large square flagstones.
106.There are mushrooms growing on the base of the trees that look like smaller versions of the mushrooms growing in the Goblin-tunnels.
107.Mirkwood is trippy with Mushroom spores.
108.The Elven Road is a protected path through a corrupted forest. And if that doesn't scream Yavanna, what does?
109.When they lose the path, they start to hallucinate and become more disoriented.
110.The sickness on Mirkwood causes Bilbo to hallucinate as his walking feet appear backwards and he turns to find Dori looks like the hobbit as if he's following himself.
111.Bilbo sits despondently as the dwarves wander looking for the path, but he and others still have their supplies.
112.Bilbo sits next to the webbing and plucks at it twice causing it to telegraph all through the area.
113.When Bilbo pulls on the webs in Mirkwood, we hear a faint whisper saying the word "Attercop" (a book reference).
114.When they find Bofur's pouch and Dori is studying it, you can see Fili, Dwalin, Bifur and Nori lowering a bier holding a sleeping Bombur in the background. [Confirmed]
115.Bilbo is the most clear-headed when he realizes they're all under the spell of the Forest.
116.Thorin hears voices and senses they're being watched.
117.When Bilbo stops to climb the tree, he's not carrying his water bottles anymore and doesn't have the ropes over his shoulder for carrying his supplies.
118.There are hardly any bundles carried by the dwarves now.
119.As Bilbo climbs the tree, the thrumming from the Ring gets louder and louder, but stops as soon as he clears the treetops.
120.Bilbo climbs to the top of the trees and enjoys the cool breeze, sunlight, and butterflies.
121.The trees where Bilbo sees the butterflies are oak. In the book, the butterflies he sees are related to Purple Emperors, which live with oak trees.
122.Bilbo can see something huge breaking through the trees making its way towards the Company.
123.Bilbo's hair and outfit matches the colours of the leaves.
124.When Bilbo comes down from the top of the trees and catches his foot on the web, he says, "Oh, come on..." then falls getting caught by the web.
125.Bilbo is being tracked by a huge spider.
126.Bilbo and the dwarves are spun in the web like Frodo was by Shelob.
127.Wrapped in spider web, you can make out Bofur's hat and Balin's shoe.
128.While not quite poking through the web pods, some dwarf noses did strain the stuff, leaving it noticeably thinner.
129.Bombur is still awake and kicks a spider (This is just like in the book).
130.Bilbo pulls the Ring from his left pocket and put it on the middle-finger of his right hand.
131.When Bilbo puts on the Ring, he can understand spider-speech.
132.Bilbo distracts the spiders by tossing a piece of wood to one side, and they take off after it.
133.The spider Bilbo attacks cries out that his dagger stings; and Bilbo instantly dubs his sword "Sting".
134.As the dwarves drop to the ground, the webs soften their fall.
135.Dwalin punches out one of the attacking spiders.
136.When Bilbo loses the Ring and frantically searches, he's suddenly drawn right to it.
137.The old pale crab-like spider/louse wheezes in its old age.
138.It looks like a spider graveyard. There are more dead and whitened spiders lying about than Bilbo killed. They're probably victims of past elven purging attacks.
139. Bilbo is ruthless as he attacks the old (least threatening) spider/louse when it touches the Ring.
140. After killing spider/louse, Bilbo holds the Ring up and claims it as "mine".
141.An earthworm lies next to the Ring when Bilbo finds it again after killing the wood louse (spider?)—reminiscent of the day Smeagol and Deagol went fishing.
142.When Bilbo realizes what the Ring is doing, he's horrified by what he's done and deeply upset.
143.When Legolas slides under a spider, he reaches up with his sword and slices it from underneath.
144.Kili begs Tauriel several times for a dagger to kill a spider approaching, but she turns and throws her dagger and kills it quickly.
145. Tauriel kills five spiders on her own, while saving Kili.
146.When the spiders are killed, they curl up their legs-just like real-life spiders.
147.Legolas hands his bow to another elf while the dwarves are being searched.
148.As the elves search the dwarves for weapons, Fili has loads hidden on him.
149.Legolas gets his first look at Gimli when he looks at Gloin's pictures of his wife and wee-lad, Gimli.
150.When Legolas takes Orcrist and speaks of it in Sindarin he states it is from Gondolin (this is not in the English subtitles, but matches what Elrond told of its heritage in AUJ).
151. Legolas shouts, "Tolo hí !" ("Come!) in Mirkwood to command the guards to start leading the prisoners away.

152.There's a long, narrow bridge to cross when going to the Woodland Halls. Part of their defense.
153.The dwarves are chained together as they're led to Thranduil's caves.
154.The elves march in pairs of 2.
155.Tauriel and Legolas lead the captured dwarves across the bridge and then stand guard at the entrance as they pass in.
156.Mirkwood is dark, but the forest surrounding Thranduil's kingdom's entrance gate is very well lit and still has birds singing--an indication that the darkness has not fully reached his domain yet.
157.Legolas senses something as they pass through the entrance to Thranduil's Hall as Bilbo rushes to catch up.
158.We see Bilbo run to keep up with the elves from his POV as he slips through the doors while they close.
159.When Tauriel puts Kili in his cell, he's still wearing his archer's 2-fingered glove.
160.Ori and Dori are in a cell together.
161.Gloin and Oin are in a cell together.
162.As Fili is being locked up, the Elf guard finds yet another knife on him that they missed when they frisked him in the wood.
163.Kili asks Tauriel why she isn't searching him, stating he could have anything down his trousers, to which she replied, "Or nothing." Perhaps her memory served her well that he asked her for a dagger during the spider attack; obviously indicating he didn't have any weapons on him.
164.Elves do not believe in guardrails.
165.The Realm's Halls have columns and all the arches are carved to look like trees.
166.The dwarves lose their weapons either at the spider attack or when they are imprisoned in Thranduil's halls.
167.There's a pattern of a tree on the landing at the foot of Thranduil's throne.
168.The only time Thranduil wears his crown is while he's questioning Thorin.
169.When Thranduil is speaking of the white gems he's fond of, his eyes sparkle like the gems are in his eyes.
170.The gems Thranduil wants are what he saw in the box when standing before Thrór's throne in AUJ before Smaug's attack.
171.Thranduil´s crown is orange; while in AUJ´S prologue, its canopy green.
172.You can hear the rushing water and falls echoing throughout the hall.
173.Thranduil understands what Thorin says to him in dwarvish.
174.Balin becomes the one to explain what's going on (exposition) when Gandalf isn't around.
175.As we see Thranduil's Hall from the dungeon to his throne, we get a perspective of how open everything is.
176.Thranduil has 8 guards around him as he interrogates Thorin. Later, when he questions the orc, there are only 2 guards.
177.From what Thorin said, not only did Thranduil turn away from the dwarves of Erebor while under attack, he also turned them away when they came to him for help.
178.As Bilbo crept, supposedly unseen into Thranduil's chamber, Thranduil turns and looks directly towards him and says, "I know you are there. Why do you linger in the shadows?" Bilbo looks startled but then Tauriel comes around the corner and he relaxes a bit.
179.Thranduil's choice to say "linger in the shadows" was interesting, since when Bilbo has the Ring on he is in the "shadow world". Maybe Thranduil COULD see Bilbo!
180.Bilbo risks Tauriel bumping into him as she paces.
181.Thranduil appears to keep orchids in his chamber: a purple one and a tall bronze one, both under glass.
182.Thranduil has "Galadriel eyes" -- about 5 twinkling bright highlights in his stare.
183.Thranduil hears or senses Bilbo walking away as Tauriel begins to speak with him.
184.When Thranduil states that other realms are not his concern, Tauriel stares in frank disbelief and is preparing to walk out.
185.Tauriel blushes when Thranduil tells her Legolas thought she fought well against the spiders, but seems surprised when he thinks Legolas fancies her.
186.When Thranduil begins talking about Legolas, Tauriel's expression shows that she is very happy when Thranduil says of Legolas, "Still, he cares for you", and then seems quite angry when he shoots down any possibility between them. There are fleeting changes of expression in her face from disbelief to hopefulness to anger (or insult, perhaps).
187.Thranduil's chamber where Tauriel reported to him is clearly his private chambers. You can see a bed with red blankets on it in the background, and there is also a pool of water in front of a balcony of sorts-possibly his baths?
188.Tauriel's pacing as she reports is the embodiment of her drive to move, take action, be proactive which is contrasted starkly against Thranduil's stillness of movement, representing his wish for no change, and only reactive action.
189.Tauriel is chafing against Thranduil's isolationist policy.
190.Thranduil has contempt for what is going on outside his realm.
191.Thranduil has a Katana-like sword.
192.Thranduil's Elven army's armor resembles the Lórien armor at Helm's Deep.
193.The standard Elven soldiers seem to be using the same bow as Tauriel.
194.Legolas has his two white knifes from LotR, but his bow seems to be different.
195.Legolas doesn't reveal Orcrist to Thranduil, who would have most likely kept it for himself...too.
196.Thranduil has the reputation of being the greatest warrior in Middle-earth, but chooses not to use his force.
197.There is a river that runs through the gap between the dwarf jail cells. Possibly the head of the river that the barrels float down.
198.Kili has fun teasing Tauriel like he teased Bilbo when the Company first made camp.
199.Kili has a runestone given to him by his mother that Tauriel is quite interested in, and he says his mother gave it to him for luck. Could Fili have one as well?
200.When Tauriel steps on Kili's runestone, it's very much the same as when Thorin steps on the Key to the Hidden Door. In both cases it saves these objects from falling out of sight.
201.Kili's runestone appears to read "INIKHDE"
202.Tauriel is fascinated by Kili, and Kili is smitten with her.
203.During the discussion Kili and Tauriel were having when Kili is telling her about the Fire Moon, he mentions they were an escort for some merchants from Ered Luin. It was a nice glimpse into the sort of stuff they were doing BEFORE this Quest to Erebor started.
204.Tauriel tells Kili about the feast he hears: It is Mereth Nuin Giliath, the Feast of Starlight. All light is sacred to the Eldar, but the Wood Elves love best the light of the stars.
205.The Elves of Mirkwood are typically of the Sylvan variety, and within the film context, Tauriel mentions that her folk love starlight the best. That points to Varda/Elbereth Gilthoniel.
206.The dwarves have apparently lost their pipes and weed as well as their weapons.
207.Except for Thorin smoking at the Prancing Pony, the dwarves do not smoke at all during this part of their Quest.
208.Some of the dwarves (such as Fili and Thorin) still had their coats on when they were put in their cells. However by the time they escaped, the company were all reduced to tunics and trousers, and some even were down to just trousers and their long underwear (quite dirty) possibly indicating it's hot in the cells or they were a far longer time in the cells than it appears to be? Or perhaps they took off their outerwear to sleep.
209.The elves didn't take everything. Oin still has a bag, and Balin and Gloin still have their money pouches.
210.One of the elf guards is named "Elros". (Elros is Elrond's twin brother, who chose to be human and founded the Men of Numenor.)
211.Bilbo the Burglar has arrived. He's successfully stolen the keys.
212.Nori reaches through the bars and pats Bilbo on the shoulder.
213.Elves snore! (Well, they do if they're drunk, it seems).
214.There is cheese and bread among the food and wine on the drunken elves' table.
215.Bofur has a talent for saying absurdities. He's talking in the cellar, the SHUSSHES Bilbo when he responds.

216.Bilbo and Thorin are getting better at communicating. When the dwarves balk at getting in the barrels, one look from the hobbit and Thorin tells them to do as they're told.
217.The Elves have at least 2 empty wine bottles on the table they're passed out on.
218.When the dwarves get into the barrels, one of them goes in head first, with his feet sticking out. You can see it just before Bilbo opens the floor to release them.
219.Bifur seems a bit frozen, and doesn't climb into his barrel until after Dwalin gives him a thumping sort of shove.
220.Bilbo does a little jig when the barrels and dwarves have disappeared.
221.When the barrels are let loose and Bilbo finally catches up with them, we see that Thorin has been holding the barrels back until he got there. He smiles and welcomes Bilbo.
222.Bilbo is clinging to Nori's barrel when they first start down the Forest River.
223.Nori is reaching out to hold onto Bilbo when it gets rough.
224.When the company escapes in the barrels and Tauriel orders her guards to chase after them, she shouts "Tolo hí !" ("Come!").
225.Tauriel's eyes glow with a strange light when the dwarves get away.
226.When the barrels are trapped at the gate and an orc attacks the dwarves, Bilbo kills one with Sting from where he's still clinging from the side of Nori's barrel.
227.The claws on Bolg's shoulder look like bear claws.
228.Bolg's claws and other bits of defense are fused to his shoulders, chest and back.
229.Ori punches an Orc at the water gate.
230.Fili throws a knife to kill an Orc attacking Kili. The question is, did he get it from an Orc, or was it one the Elves missed when they disarmed him?
231.Kili is shot in the leg by Bolg with a Morgul-poisoned arrow; the same poison Frodo endured from the Morgul-blade.
232.When Kili jumps back into a floating barrel, the arrow shaft sticking out of his leg breaks off.
233.Tauriel steps on orcs' heads to get up the wall.
234.The dwarves are fighting while rushing downriver in the barrels.
235.Legolas, Surfer Boy. He arrives spider-surfing, then goes orc surfing, then dwarf-in-a-barrel surfing.
236.Bilbo finally crawls up on top of an empty barrel after the chopped trees stirs up the water and everyone in it.
237.While Bombur has been beached and his barrel is rolling over the orcs, Bilbo can be seen pacing him on top of a barrel in the water.
238.Dwalin can be seen in his barrel in front of Bilbo from both Bombur's and Bilbo's pov.
239.Bombur and his barrel end up on land where he becomes a fighting machine.
240.When Bombur is thrown through the air in his barrel, he snatches an orc axe in midair.
241.Bilbo is behind Dwalin's barrel and they're going from right to left; but when Bombur goes airborn and is tossed onshore, they're going through a tight turn in the water and are suddenly going from left to right down the river AND they're keeping up with Bombur rolling along onshore.
242.After turning into a one-dwarf wrecking machine, Bombur runs and jumps into an empty barrel in front of Dwalin. So his whole time fighting on the beach, Bombur kept up with the Company racing by in the barrels.
243.After the Bomburnator does his thing, he runs for a barrel, tosses his weapon to another and threads himself into an empty barrel that goes upside down and has to be righted by Dwalin and Oin.
244.The Dwarves take turns chopping at a tree-bridge full of orcs.
245.Thorin throws an axe and saves Balin from getting jumped as the orc is left hanging.
246.Legolas stands on Oin and Dwalin's head, then perches 1-footed on Dwalin's head.
247.Legolas uses the dwarves' heads as stepping stones across the River... several times.
248.The Dwarves allow some to step up and on their heads to get at the Weapons, just like "out of the Frying Pan", "Goblin town chase" and of course Legolas' transfer across the Stream.
249.There are at least 15 barrels released in the water. One for each dwarf, one Bombur jumps into after destroying his, and one that Bilbo clings to during the Orc raid.
250.The dwarves pass their acquired weapons from one to the other.
251.Dwalin head-butts one of the orcs and takes its axe.
252.Legolas slides down the stone ledge on the back of an orc like he slid down the stairs on a shield at Helm's Deep.
253.Legolas is fighting with Orcrist while Thorin is using an orc sword during the barrel escape.
254.Thorin throws his axe and hits the orc about to kill Legolas, but Legolas didn't know it. Thorin throws away his weapon to save Legolas.
255.Does Thorin notice that Legolas is using his sword, Orcrist? It's probably why Thorin growls/yells at Legolas as he floats away after saving Legolas' life.
256.Tauriel shoots and hits an arrow midflight that's heading for Legolas.

257.Narzug (the captured orc) knew about Kili, the dark-haired archer either because he was one of the hunting orcs in AUJ, or the Orcs were warned about him.
258.Narzug boasted about Kili being shot with a poisoned arrow and doomed to die because Kili was the most threatening to the hunting Orcs.
259.Legolas is not impressed when Thranduil kills the orc prisoner, breaking his word to set him free.
260.Thorin accused Thranduil of lacking all honour. Thranduil proves it again when he lies to the orc. He betrays the highest and the lowest.
261.Thranduil only has 2 elven guards standing by while questioning the captured orc while having 8 when he interrogated Thorin.
262.After Thranduil kills the orc, the 2 elven guards go up to take care of the body.
263.Thranduil wears many different outfits.
264.Tauriel leaves the halls when Thranduil orders her to go. She never hears the King's command that no one is to leave.
265.When Legolas tells the door guard Thranduil's orders, Tauriel is already outside and has been gone a while.

266.There are many waterfalls in the background at the High Fells.
267.Gandalf comes to the High Fells tomb.
268.The hilt of the sword Gandalf is holding in Dol Guldur looks like the sword mounted on the wall in Bag End's den.
269.It looks like there are 9 levels when Radagast and Gandalf look down the pit. One for each of the Nazgul?
270.All of the iron bars look like they've been pulled out from the outside or pushed out from the inside.
271.Radagast has 3 birds nesting under his hat.
272.Radagast must have sent his birds as lookouts if they've returned after meeting up with Gandalf.
273.There are runes around the door of The Servant of Evil... one of the 9 Ringwraiths
274.Gandalf and Radagast have left the tombs and are having a conversation about next steps. In the background an old, moss-covered statue of a fat-looking man in a "Thinker" sort of pose can be seen. A random bit suggesting the ancient history of Middle-earth. (Pukel-man?)
275.When Gandalf wants to rush back to the Company, Radagast reminds Gandalf of his duty to the world and not just his friends.

276.Bombur pushes Bifur's barrel towards shore.
277.When they get beached, Oin's trumpet has been tapped open a bit. He must have worked on it with Gloin while in prison.
278.As the Dwarves arrive by barrel at the waterborne human habitation within trading distance of Erebor, so the orcs have tracked them. In turn, the orcs are pursued by our nimble Elf.
279.The Company has lost all of their hair ornaments.
280.Ori holds back Dori when it looks like he wants to charge Bard when he scoffs at them being merchants.
281.Bilbo is always sure they can make it to the Mountain and never thinks of giving up.
282.When the Company is discovered by Bard, Balin shows his talent for negotiating and engagement.
283.Balin asks how many bairns (children) Bard has.
284.Balin has 13 piles of coins with 3 coins in each and has a loose one. He says they are 10 coins short. It figures they're paying Bard 50 silver coins to smuggle them into Lake-town and supply them arms.
285.Gloin refusing to hand over money was a reference to him being responsible for financing the quest. Looks like he didn't want to part with the last of his gold!.
286.The bow of the boat Bard is rowing that the dwarves are in comes up to a decorative shape that looks somewhat like a dragon's head.

287.Cameo: Film Editor Jabez Olssen is the fishmonger Bard is speaking to when the Company thinks he's betraying them.
288.Lake-town's streets are level with the waterline, giving it the disheveled look. A labyrinth of gimcracks, walkways, bridges and buildings that stoop beneath the burden of the heavy roofs.
289.Lake-town itself is built on ruins. They can be seen in a number of places, some of which: the Toll-gate, to pathway that the Dwarves follow Bard on towards his house, outside the Master's balcony (behind him when he first steps out) and one of the vertical foundation pieces of Bard's house, which can be seen as Bard unloads the weapons he has cached.
290.When Alfrid picks up a fish from Bard's barrels, it uncovers Bombur's eye, but Alfrid doesn't notice.
291.The pugs we see in Lake-town belong to Peter Jackson's family.
292.Alfrid goes to toss the contents of the Master's chamber pot out the window, but the window begins to shut so it splashes all over the window and seat beneath.
293.There's excrement on Alfrid's shoulder after his only-partly-successful emptying of the Master's chamber pot out the window.
294.Alfrid takes a swig of the Master's brandy before taking it to him.
295.There are at least two, maybe three, chickens in a cage in the Master's study. They appear to be White-crested Black Polish hens.
296.When the Company comes out from under the fish, Bifur's axe imbedded in his head has a fish impaled on it.
297.Cameo: The Master's spy with the eye patch is Steven Colbert. When he taps twice on the wall, his 2 sons, John and Peter are the two children that run by and throw a lever that rings a bell. This signals a man to light a pipe (apparently Colbert's wife with lots of makeup to make her look like a guy) which signals 2 people in a boat to drop their fishing lines in the water.
298.Cameo: Hobbit Film Unit Production Manager, Zane Weiner, is one of the 2 fishing spies outside Bard's home.
299.When Bard first arrives home with Bain, there's a woman across from him in the background beating a quilt with a wooden paddle. You can also hear a baby crying in the background.
300.Bard's front door has a very thick diamond shape window with two criss-crossing steel bars over it. It looks very much like a square porthole. A reference to the town being a water town.
301.Bard has a bell hanging outside his door: so, a literal door-bell.
302.Bard's toilet in Lake-town indicates that the Lake-men did their business directly into the lake below them.
303.There's a hook loaded with pieces of paper on the wall to the right of Bard's toilet.
304.When Bard's youngest daughter (Tilda) sees dwarves after they came out of their toilet, she asks if they will bring them good luck (reference to the prophesy).
305.Bilbo's teeth are chattering as the Company is brought dry clothes.
306.Bilbo says, "Thank you very much" when given a blanket and clothes in Bard's house. (Almost "Thag you very buch.")
307.Fili outright calls Thorin Uncle, showing that Kili and Fili are perhaps a bit more important.
308.Fili and Kili, who look to be the youngest, are discussing their plans with Balin and Thorin. This shows that they are obviously important enough to be heavily involved in the actual quest itself, and not just along as infantry, implying that they are leaders in their own rights (and leaders in training)
309.There's a model of a single-sail boat on Bard's windowsill.
310.Thorin sees the dwarvish wind lance mounted at the top of a tower.
311.The map on the wall where Thorin looks out the window appears to be of the Mountain and Dale. It resembles Thrór's map in many ways.
312.Bard has a hidden cache of home-made weapons he gave to the dwarves. Was he collecting them for a civil uprising against the Master of Lake-town?
313.Fili is extremely eager to see the weapons Bard has got for them. He of course looks thoroughly disgusted with what's on offer.
314.Fili doesn’t seem to ever complain. When the others complain in Mirkwood, when Bilbo leads them into the Elven cellars, and when they get their “weapons” from Bard, he doesn't say a word. He does get plenty of mileage out of nonverbals, though!
315.There's a bowl of walnuts on the table in front of Bilbo when the dwarves are looking over the home-made weapons.
316.Bilbo drinks in everything he hears in the discussions between Bard, Bain and the dwarves. He hears about Girion and the loosened scale under Smaug's left wing.
317.In the Girion flashback, there are 4 places on the stand holding the Black Arrows. One is gone, Girion fires 2, the 3rd one is with Bard.
318.When Girion fires on Smaug, there are several dead archers lay all around.
319.By the end of the Girion flashback there is one Black Arrow left on the ammo rack.
320.When the Dwarves are in Bard's house, Balin comments that Durin's Day is "morn after next". So we're probably going to get more in Lake-town in the EE, possibly with the Master and the party where the dwarves get their new clothes and Bofur ends up under the table.
321.When Kili has dropped into a seat and grimaces from his arrow wound, there's a pair of knitting needles with an item being knitted loaded on the needles. The size of the loops resembles the sweater Thorin ends up wearing.
322.Just as Balin revealed the Company's Quest to Elrond when he was reading the map by speaking openly to Thorin, he reveals Thorin's name to Bard when talking about getting to the Mountain the same way.

323.The dwarves failed to clean up after binding Kili's wound, alerting the orcs (and elves) following them to their trail.
324.Legolas is pointing his arrow towards Tauriel when she is watching Lake-town from afar.
325.Tauriel's arrowhead is different than Legolas' arrowhead. His has the conventional v-point, and hers has a staggered burr and a half-v point.
326.The orcs slaughtered a deer(?) on the spot where the Company landed in their barrels and where Tauriel and Legolas meet up.
327.Tauriel is upset that Thranduil allows the enemy to pass through their lands and attack their prisoners and their folk without trying to stop them.
328.Tauriel's awareness of what's happening in the world is teaching Legolas to think beyond Thranduil's mindset.
329.When Tauriel and Legolas are looking at Lake-town, she calls him mellon (friend)
330.Tauriel has moral objections to Thranduil's policies might be the 'last straw' for her. That her leaving to track the Orcs/Dwarves is not a romantic pursuit of Kili. Her intent is made clear by her standing on the rocks directly in sight of Lake-town, suggesting that she believes the Orcs are headed there, and it emphasizes that her concern truly is for the other people of Middle-earth, and the residents there, and not only the dwarves.

332.When the woman in Lake-town is talking about having seen Dwarves (long beards, fierce eyes), she is carrying athelas in her cornucopia-shaped basket.
333.Bard is troubled as he remembers Thorin's name. He finds the tapestry with the dwarven family tree.
334.Bard knows the prophesy poem of the King under the Mountain.
335.Bard knows the history of Dale and the dragon. He knows who Thorin is and confirms it with a tapestry he must have studied long ago.
336.Bard remembers the poem of "The Prophesy" differently than other Lake-towners. He sees it as foreboding, or a warning. The others see it as a promise of prosperity.
337.Perhaps it's the prophecy about the King under the Mountain (the positive book version, not Bard's) that has given rise to a Lake-town superstition that dwarves "bring luck".
338.When Bard looks at the family tree tapestry, the Thorin drawing looks so much like the real Thorin that Bard KNOWS it is him.
339.The dwarf tapestry has three squares for Thorin's generation and definitely included Dis (his sister).
340.The birth dates of Thrain (2644) and Thorin (2746) appear on the tapestry found by Bard.
341.Bilbo, Bofur, Nori and Kili go with Thorin to the armory to get some weapons.
342.Kili's leg gives out and he fall in the Armory, which is what indicated the guards to their presence.
343.Fili is shown touching Kili's shoulder as he is hanging his head while they are confronting the Master- probably feeling very guilty over what happened to get them caught.
344.The handles of the Master's door resemble eels.
345.When the dwarves and Bilbo are surrounded by the crowd in front of the Master of Lake-town and it is snowing, Bilbo looks noticeably very cold as he stands there shivering while the dwarves don't seem to care.
346.Dwalin announces who Thorin is the same way Legolas announced who Aragorn was at Elrond's Council.
347.The Master crosses his arms and nods when Alfrid starts talking on the steps.
348.Thorin learns that Bard is descended from Girion.
349.Thorin promises the people of Lake-town that if the dwarves succeed in regaining their realm, all will share in the wealth of the mountain.
350.Balin nods and approves of Thorin's promise to share the treasure with the people of Lake-town.
351.Thorin takes a couple of steps up during the debate, putting himself on eye level with Bard.
352.The Master of Lake-town finds generic words to buy time while he thinks on his feet. He also doesn't really answer Thorin or make a decision - he just says a placating "Welcome" that really could mean anything.
353.Once the Master gives his approval, Thorin steps up again - now putting himself above Bard.
354.The Dwarves are given new weapons in Lake-town.
355.Bilbo and Co. pick up new, regal-looking clothes in Lake-town. Perhaps a gift from the Master?
356.Ori, Bilbo and Oin are all wearing Lake-town guard helms like the Master's Guards wear
357.When Bofur wakes up, "Under the Table," he is in the Master's Chambers; so, it's likely they had a party there the night before.
358.The table which Bofur wakes up under at Lake-town is disgustingly messy. They haven't cleared up after the feast yet.
359.There's great fanfare when the townsfolk send the dwarves off. There are 4 elaborate horns of different shapes sounding the salute.
360.John Howe is the first Herald (straight horn) and Alan Lee is the second Herald (multi-circular horn) in front of the Master.
361.One of the musical instruments being played in the send-off band in Lake-town is a serpent.
362.The Master of Lake-town is wearing the fancy costume shown in his portrait and the statue.
363.Dori seems to enjoy all the fanfare as they set off, smiling and waving at the crowd.
364.Bilbo is clearly uncomfortable with all the attention of the town as the boat departs. He's waving about and smiling nervously like he isn't sure what to do.
365.When Thorin tells Kili to stay in Lake-town to recover, he touches Kili's head, which shows their strong personal bond with each other.
366.Oin stays to tend to Kili, "My duty lies with the wounded."
367.Oin is the dwarf with the medical practice. Oin invented ointments, hence the reason they are called ointments.
368.Fili stays to support his brother.
369.Thorin tells Fili he would one day be king and he had to come as part of the Company.
370.Fili's loyalty to his brother is far greater than his loyalty to Thorin and the quest.
371.It is finally established in the send off scene that Thorin is Fili's uncle, that Fili is going to be king someday (indicating he is the heir to the throne) and that Kili is also a Prince of Erebor, by virtue of being Fili's brother.
372.Bofur stays because he slept in his drink too long and woke under a table.
373.Kili finally succumbs to the Morgul arrow's poison and is mad with it.

374.Thorin is leaning on a sword, which is not Orcrist. It seems to be a man-made style of sword.
375.Balin speaks the film title: The Desolation of Smaug.
376.Dwalin is carrying an axe or mace-like weapon.
377.Dori is carrying a long sword on his back, far longer than any prior to this point.

378.In Dol Guldur, we can hear the black speech and the Ringspell.
379.Gandalf reveals his fear about the Necromancer to Radagast.
380.Gandalf arrives at Dol Guldur with Radagast in the sled pulled by Rhosgobel Rabbits.
381.Gandalf sends Radagast to tell Galadriel what is going on; but he's probably sending his friend away to spare him.
382.Gandalf chants as he walks through Dol Guldur, "The evil that is hidden here, I command you to reveal yourself."
383.After Gandalf's first chanted revealing charm, he passes Glamdring close to us and it makes a metallic humming sound... like its power surge.

384.Two man-made swords are seen outside the hidden door.
385.The thrush that flies back to Erebor in AUJ flies up behind the giant dwarf statue. In the DOS trailer, the Dwarves are shown climbing up this same statue. So the Thrush was our first clue as to where the Hidden Door is.
386.Bilbo finds the hidden stairs up the side of a dwarven statue.
387.The stair-pattern goes up 2 sides of the statue.
388.There must be statues strategically placed around the base of Erebor if there is a statue below the Hidden Door.
389.The statue the Company climbs is not one of the two in front of the main gate.
390.The statue the Dwarves climb seems to have the same kind of beard decoration that Thrór had.
391.The Dwarven Statue to the left of Erebor's front gate is missing its head.
392.The landing outside the Hidden Door is mounted atop the dwarf statue axe head.
393.Bilbo gets up to the secret doorstep first with Thorin following.
394.Nori uses a cup to press his ear against the stone wall and magnify his tapping with a spoon as he tries to find the door.
395.There are dark grey rock chips imbedded throughout the lighter-coloured stone walls outside the hidden door... like pudding stone
396.The dwarves are all standing so close to the rock, they are blocking the sunlight from hitting the wall to reveal the keyhole.
397.The light they're searching with is coming from between 2 mountain tops.
398.Dwalin tries to use brute force to find the door.
399.Dwalin, Bifur and Gloin start chopping at the stone wall as they lose the light.
400.They shatter their axes on the stone wall when trying to break through.
401.They're making so much noise, the thrush would never come around to crack that snail.
402.Thorin despairs when the keyhole is not revealed and pleads with Balin, "What did we miss?"
403.Thorin gives Thrór's map to Bilbo as he walks away and leaves. After wondering how Bilbo acquired the map which he framed, and was briefly inspected by Gandalf in Fellowship, it seems he keeps it when Thorin gives it to him. Typical hobbit attention to detail (and enjoying mathoms) in keeping it.
404.Thorin slaps the treasure map into Bilbo's chest just as he did with the contract in AUJ.
405.Bilbo tries so hard to keep the dwarves from giving up. He can't believe that Thorin is quitting.
406.Bilbo follows the instructions on the map precisely.
407.Now that it's quiet, the thrush shows up in the last light to fulfill the prophesy.
408.The shell of the snail the thrush was cracking on the rock shatters as pieces break away and it enjoys the contents. Finally, success in more ways than one.
409.Bilbo discovers the secret of the map and the last light of Durin's Day is the last light of the crescent moon and not the sunlight/sunset.
410.Bilbo finds the keyhole from the light of the crescent moon through the top of the dwarven statue and not the mountains.
411.Thorin’s breathing is very careful as he stoops to pick up the key under his boot, as if it’s the most precious and fragile thing in the world.
412.The look on the dwarves' faces when they all come back after Bilbo finds the keyhole is great. They don't just race forward to get to the door (and the treasure). They line up and stand there smiling in deep appreciation of what Bilbo has done.
413.The silhouette of Thorin is seen at the entrance to the tunnel.
414.Before Thorin enters through the door, he names his home... Erebor. Like he's breathing life into it again as his home and not for the treasure.
415.Thorin's first steps through the hidden door are extremely emotional as he revels on knowing the halls so well.
416.The image over the secret door entrance (on the inside) resembled the entrance to Erebor in one of the DOS posters.
417.Gloin reads the runes over the door: Here lies the Seventh Kingdom of Durin's folk. May the Heart of the Mountain unite all dwarves in defense of this home.
418.Thorin calls Bilbo "Master Baggins" since they escaped Mirkwood, until Balin tells Bilbo about the Arkenstone; then Thorin calls him Master Burglar.
419.Bilbo looks around at each of the dwarves in disbelief, then swallows hard *gulp*

420.Kili is in excruciating agony from the pain of the poison from the Morgul wound.
421.Bofur rushes to pour hot water into a bowl for Oin, but burns his hands. As he gives Oin the bowl, Bofur is still wincing in pain.
422.Oin and Bofur know about kingsfoil. Oin for it medicinal properties, and Bofur knows what it looks like. Bard recognizes the name... but only as a weed.
423. Another Bofur absurdity. While Kili is laying on the table in pain, Bofur tells him not to move as he runs to find Athelas. Even Fili gives Bofur a bemused look.

424.Balin follows Bilbo into the head of the tunnel leading down to the treasure hall... just like in the book.
425.Balin generously gives Bilbo permission not to go on; but Bilbo says, "I promised I would do this, and I think I must try." Balin is impressed and moved by Bilbo's quality the same way Gandalf was with Frodo at Bag End many years later. "My dear Frodo. Hobbits really are amazing creatures. You can learn all that there is to know about their ways in a month, and yet after a hundred years they can still surprise you."
426.Balin sends Bilbo off with a blessing of "Go with as much luck as you can muster." Later, Bilbo tells Smaug he is "Luck-wearer.
427.Bilbo is wearing fingerless gloves when outside and no gloves when he enters the dwarven halls.
428.After Bilbo sees Balin walk away, he's pointing, then twitches his nose, wiggles his fingers and walks down the tunnel.

429.Gandalf repeats his chant against Dol Guldur's spell of concealment 3 times (that we hear).
430.When Azog speaks to Gandalf, English subtitle states he says, "You are too late, Wizard." The Black Speech word he uses, though, is Sharku, "old man" (the reason "Sharkey" was an affectionate nickname of Saruman among his Orcs, in the LotR books). Azog is not carrying any weapon!.
431.A variation of what Azog tells Gandalf: "You have come too late, Wizard... It is done... He is everywhere... It is over... we are legion."
432.It looks like the wargs are feeding on a dead orc.
433.Gandalf uses the same blinding flash to escape Azog and the orcs he used in Goblin-town to save the dwarves.
434.As the flash fades, you can hear Gandalf's footfalls as he runs away.
435.Gandalf did not seem to expect that he’d be confronting a Sauron able to take a physical form, even though he knows “the Enemy” has been preparing for war.
436.Gandalf creates the sphere shield around him like the one in Khazad-dûm twice as he struggles against Sauron's mist.
437.The sound of Sauron as he attacks sounds muffled from within Gandalf's sphere.
438.The mist of Sauron surrounds Gandalf's shield and seems to draw power from it.
439.As Gandalf struggles against the mist of Sauron, he sees the mist form into the Great Eye and the shape of Sauron form within it.
440.After destroying Gandalf's force shield and staff, Sauron overpowers Gandalf and has transformed.

441.Bilbo's gentle-hobbit side is compelled to knock before entering the Hall. The sound reverbs through the hall.
442.Bilbo knocking on the entrance into the hall sounds like the thrush knocking snails on the stones.
443.Bilbo speaks a book Chapter Title: "Not At Home."
444.Among the treasure, Bilbo finds gems, cups, bowls, picture frames, jewelry, gold, and much more.
445.Bilbo is holding a cup he picks up that starts a cascade of gold falling and Smaug begins to stir, an homage to book Bilbo taking a cup back to the dwarves that Smaug immediately misses.
446.As Smaug begins to stir, Bilbo tries to image the dragon's size compared to himself.
447.In true hobbity fashion, Bilbo tries hiding by squatting down and holding still like he did in Goblin-town.
448.Bilbo twitches his nose like he did watching Gandalf leave Bag End after their first meeting.
449.Bilbo is hesitant to use the Ring and only does it at the last moment.
450.Smaug senses Bilbo has the Ring. When he says, "...precious" just as Bilbo removes the Ring, Bilbo sees the Eye.
451.Smaug sounds like he knew the hobbit would appear when he said precious. "There you are..." he says very silkily.
452.When Bilbo is talking to Smaug, he refers to him at one point as 'chiefest and greatest calamity of our age', drawing inspiration from Bofur's description at Bag End.
453.When Bilbo says "I am Barrel-rider" Smaug pulls in so close to Bilbo his snout is right at Bilbo's head and Bilbo "waves" his hand in front of his face like, "Phew dragon breath".
454.There's something about Bilbo that makes his adversaries (Gollum/Smaug) inclined to keep debating or talking... buying him time. Though both were starved for any kind of interaction, it seems.
455.Bilbo makes a mistake when pretending not to know about dwarves. Smaug says, "dwarf friends," and Bilbo stutters and calls them dwarves.
456.Bilbo has buttoned his vest with the last remaining button.
457.While Smaug only has 2 legs, he uses the hands on his wings as legs in tight quarters.
458.At one point, Smaug burrows into the gold as he pursues Bilbo that shoots the gold coins forward like bullets.
459.Smaug glides down from high on the mound to chase Bilbo knocking over a column that shakes the Mountain.
460.The dwarves feel the shudder. "That, my lad, was a dragon."

461.When those who are still behind in Lake-town in Bard's home feel the tremors from the mountain, they know it's the dragon.
462.The youngest daughter (Tilda) is holding a doll close to her in fear- similarly to the shot in AUJ prologue of the little girl in Dale during Smaug's attack. Is this some kind of foreshadowing of the destruction of Lake-town?
463.Bard retrieves the last black arrow hidden in his home.
464.It’s a nice transition between Smaug’s “no blade can pierce me” directly to Bard holding the Black Arrow.
465.When Bard is being chased, there's a large statue (painted wood?) of the Master in the background. It mirrors the "exaggerated" portrait in his bedchambers.
466.Bain hides the black arrow under a tarp on a small boat in front to the Master's statue.
467.Bard is very nimble when moving across the open boats. His pursuers immediately fall into the water. Bad sea-legs for living on the water.
468.The chief of the Lake-town guards has red feathers on his helm and wears a red cloak.
469.Alfrid trips Bard making him fall and the Master knocks Bard out. They make sure none of the townspeople see him being captured.

470.Ori and the dwarves worry about Bilbo after the Mountain shake.
471.Balin tells Thorin he fears for him... that the treasure hoard is cursed. Perhaps Thorin remembers overhearing the conversation in Rivendell between Elrond and Gandalf of the madness of Thrór/Thráin.
472.When Thorin states outside the mountain that he is not his grandfather, there is an excellent profile shot of him and Thror's statue- an identical profile between the two. Excellent foreshadowing of the gold sickness.
473.The spines on Smaug's head flex outward when he gets excited as he speaks.
474.When Smaug is in the shadow, its dark, and his eye shine like headlights on the wall like in the old cartoon.
475.Bilbo slides down the vast pile of gold and treasure like Frodo slid down the hill of shale to save Sam.

476.Gandalf is imprisoned in the gibbet he passed as he came down the stairs when he first arrived.
477.In the second shot of the orcs marching from Dol Guldur, there's a close-up of an orc wearing what looks like the helmet from Bilbo's chest.
478.Azog is not carrying any weapon!
479.The Orc armor looks a little like the Mordor orc.
480.The orcs overrun the rooftops of Lake-town.

481.As Smaug tries to convince Bilbo that Thorin and the dwarves are using him, Bilbo is in danger of falling under dragon-spell.
482.Smaug knows about the Arkenstone and is mostly playing with his prey - trying to corrupt them (moreso than just trying to overpower them). He makes steps that move the Arkenstone specifically and looks right at it once or twice.
483.Smaug addresses Bilbo as Barrel-rider and Thief in the shadows.
484.It seems pretty certain that an envoy of Sauron has been in contact somehow with Smaug, since Smaug says “a darkness is coming,” just as does the Orc Thranduil kills.
485.Bilbo's expression is one of concern when Smaug says he's tempted to let Bilbo take the Arkenstone if only to torture Thorin.
486.Bilbo hides under the gold before running out ahead of Smaug.
487.Smaug's frustration grows as Bilbo keeps eluding him. "My teeth are swords... my wings are a hurricane!"
488.Bilbo sees Smaug's missing scale he heard about in Bard's home and understands its importance.
489.Smaug hears Bilbo has he whispers that Girion's black arrow found its mark... enraging the dragon.
490.Smaug has different scaling patterns from ordinary lizards and snakes! His scales appear to be keeled instead of smooth.
491.Each time Smaug prepared to spray fire, his entire chest area glows red like a Balrog.
492.While Smaug is a dull red most of the time, he definitely glows red-gold when he is about to flame.
493.Does Bilbo have the Arkenstone? When Bilbo takes off and runs for the stairs to the tunnel, you can see what looks like the Arkenstone glowing right next to Smaug's foot.

494.The orc attack on Lake-town is a night raid.
495.Orcs can hear the guards' laughter.
496.There is a stuffed bunny on a shelf high in Bard's home (can also see during orc fight).
497.When Bofur stops at a planter shelf outside someone's window while looking for the athelas, he sniffs it, before saying "nah" and moving on. A nice nod to the common knowledge of athelas having a pleasant fragrance.
498.Bofur has found the kingsfoil/athelas to save Kili.
499.Orcs spot Bofur and follow him back to Bard's home where they expect to find Thorin.
500.Oin hears the orcs on the roof.
501.During the orc attack, Oin throws a pot at the incoming orcs.
502.Sigrid has the sense to barricade herself under the table.
503.Tilda throws a plate into the face of an orc before joining her sister under the table.
504.When the orcs are fighting in Bard's house, you can see a tabletop butter churn on the counter.
505.Fili tries to run into one of the orcs and push him out the door, but was unsuccessful.
506.Bain kicks a bench at the orcs to protect his family.
507.Fili shields Bain from an orc.
508.Tauriel pushes the orc outside the door over the rail and into the water as she enters the house first.
509.As Tauriel's enters, she doesn't just start hacking away. She assesses the scene, starts picking off targets, and responds fast using her feet to take out an opponent.
510.Legolas does the same quick assessment of what is going on just like Tauriel did as he jumps through a hole in the roof and quickly glances around to assess who is there and what's going on.
511.An orc grabs and pulls Kili by his bad leg and Tauriel quickly kills it.
512.When an orc is about to knife Tauriel, Kili jumps up and kills the orc first... then collapses to the floor screaming in pain... she sees all of it.
513.Oin admits to Tauriel, an elf, that he can't save Kili... "We're losing him!"
514.When Tauriel hears Bofur running up the stairs of Bard's home, she reaches behind her back for her knives.
515.Tauriel chooses to stay and heal Kili as Legolas chases the orcs.
516.An old man with white hair peeks into Bard's front door when Tauriel is getting ready to heal Kili.
517.Several Lake-towners peek out of their doors during the orc fight, but quickly shut themselves back inside.

518.When Smaug first approaches Thorin and Bilbo, Bilbo moves behind Thorin and up a few steps as Thorin braces for Smaug's attack.
519.The dwarves run to the defense of Bilbo and Thorin as they line up side-by-side.
520.Smaug sees the dwarves and immediately goes for them, filling the whole treasure chamber with flame.
521.Smaug borrows a line from Denethor when he says, "Flee! Flee for your lives!" (though he might say, "Flee, flee, run for your lives!")
522.The dwarves escape through a passage too small for his head to fit into, but he blows flame after them. Thorin's cloak is set on fire. This is a definite callback to the book where Bilbo taunts Smaug and escapes up the tunnel just in time, getting singed in the process.
523.When the Company escapes Smaug's burst of flame, Thorin comes through the tunnel with his coat on fire. He rolls on the ground throws it off and quickly says, "Let's go." He's very much in his element.
524.Nori has a couple of hero moments during the fight with Smaug when he rescues Thorin!

525.There are walnuts all around Kili's head.
526.Fili climbs up on the table by Kili's head to hold him down.
527.It takes everyone to hold down Kili, but Oin holds his trumpet to his ear so he can hear Tauriel's incantation.
528.As Tauriel chants while holding the athelas poultice on Kili's wound, she glows golden.
529.Kili is delirious and he's just seen her being other-worldly and mysterious AND saving his life, so only natural he might ramble a bit.
530.Kili sees the Elven glow of Tauriel because of the poison from the arrow like Frodo could see Arwen's glow at the Trollshaws in FotR.
531.Kili says that Tauriel is walking in starlight far, far away. He still feels that starlight is remote and far away.
532.In his confusion, Kili talks to Tauriel as if in a dream. She is moved when he says she walks in starlight and reaches for her hand. "Do you think she could have loved me?"
533.Kili is not the first dwarf to be besotted with an Elf. Gimli fell for Galadriel, and he's older and more guarded than Kili. And now Oin is also very impressed.
534.Fili still has his mustache braids; however, they are now tied with string since he lost his metal clasps.
535.In AUJ when they first go into the goblin caves Thorin has a metal clasp holding his hair back, but in DOS after the water ride, it's been replaced with string.

536.When Legolas meets Bolg, he literally meets him in a dark alley.
537.Bolg wheezes.
538.Bolg grabs and holds Legolas sword through brute force. Legolas can't move it.
539.Legolas slashes Bolg's leg during their fight.
540.Bolg and Legolas are matched in their fight. The only way it ends is when Bolg throws Legolas into a fight with 2 orcs and walks away.
541.Bolg is deliberately trying to get Legolas to follow him out of Lake-town. He keeps looking right at him, he doesn't kill him even though he bangs him up a little, and when he mounts his warg, he pauses long enough to make sure Legolas sees him before riding off. As Legolas is following him on the white horse, Bolg again glances back, making sure he is following him.
542.As Legolas realizes his nose is bleeding, you can hear his horse whinnying when Bolg rides away.
543.Legolas leaves Lake-town on a white horse hot on Bolg's trail. Did he "borrow" it from the town stables?
[gramma speculates] Where did Legolas get the horse? Legolas probably used a horse to catch up with Tauriel where they looked across the water at Lake-town and then they both rode to Lake-town. Tauriel entered Bard's home alone while Legolas dispatched the orc about to kill Bofur, then joins Tauriel at Bard's. That's why there was a horse waiting for Legolas to pursue Bolg.

544.As Smaug passes overhead, everyone has their weapons drawn except Bilbo.
545.The only scene where Smaug seems to really not know the Company is there is when they are sneaking along and he is passing by overhead, dropping the occasional coin.
546.At first, Bilbo thinks the coins are falling from his waistcoat after swimming in treasure.
547.If the coins had not fallen, the Company would not have known the dragon was right overhead. It shows just how stealthy the enormous dragon can be.
548.The blocked off western guard post is where they Company finds the mummified corpses (including a mother and baby dwarf). Most of the dead look like women and children.
549.After decades of being stripped of his home and living on the road, Thorin refuses to let Smaug win by trapping them... clawing for breath. He's going to face the dragon as King in the effort of reclaiming their homeland.

550.The dwarves split up, momentarily distracting Smaug who for a moment can't decide who to chase first.
551.Gloin and Bifur taunt and distract Smaug who belches fire under the floor they're running across heating the gold.
552.The gold is too hot from Smaug's fire for Bifur and Gloin to walk on.
553.Gloin and Bifur slide down some shutes and land in two suspended trolley buckets used to move gems or coal.
554.There is often a heat-haze around Smaug's mouth.
555.When trying to escape Smaug up the well's chains, Thorin finds himself standing on Smaug's mouth.
556.Thorin goads Smaug into lighting the forges with his hot flame by taunting him as growing slow and fat in his dotage. "Slug!"
557.Thorin smiles at the others and suggests they "Take cover." They each throw themselves against the iron columns that block Smaug's angry flame.
558.Thorin manages to trick Smaug into lighting the forges, which surprises but doesn't dismay him. He enters the chamber and climbs about the forges without hesitation.
559.There are at least 5 forges lit by Smaug's fire.
560.Each forge is already loaded with gold that had been heated already from the looks of the darkened surface. Unless it's dust and dirt from 60 years of waiting.
561.Balin runs to make some flash flame to use against Smaug. Balin is also a chemist, it seems.
562.Thorin counts on Bilbo as he tells him to help... "On my mark... pull the lever."
563.Bilbo pulls the lever at Thorin's cry and the water puts out Smaug's flame just as he was about to spew fire on Thorin.
564.As Bilbo pulls down on the lever, his feet stick out as he hauls with all his might.
565.Water spews from 4 fountains that set the wheels to the overhead trolleys moving.
566.Smaug tries to fly out of the cascading water.
567.The only thing that affects Smaug at all is when they release the water for the waterwheels. Smaug's fire is dimmed as he staggers back and has to recover.
568.Oin cuts the trolley cable that drops on and tangles Smaug.
569.Smaug has fought through the tangled cables from the overhead gem trolleys and being doused with water.
570.After releasing the molten gold, Thorin runs under Smaug with a wheelbarrow then rides it down the trough of pouring gold.
571.Bilbo is distressed as he watches Thorin run under Smaug with the barrow, weaving between the worm's legs and making for the molten, rushing gold and cries out, "Keep going, Bilbo" as he rides out of sight.
572.Bilbo is knocked down from on top of the wall to the floor below without being crushed.
573.Thorin cries to the dwarves to make for the Gallery of Kings, but Smaug chooses to chase Bilbo there.
574.Smaug sees Thorin, but turns to chase Bilbo. He wants Bilbo more than Thorin.
575.Smaug chases Bilbo to the Gallery of Kings as Thorin wanted.
576.The Gallery of Kings had been untouched by Smaug until he followed Bilbo there.
577.Smaug's voice breaks when he shouts about the black arrow.
578.Hiding under the fallen tapestry, Bilbo is shocked when Smaug knows that Lake-town has helped the dwarves and is going to punish it.
579.Bilbo shows his courage again as he leaves his hiding place and runs after Smaug shouting and pleading with him not to attack Lake-town. He runs right up to the dragon unconcerned for himself.
580.Thorin finally gets to re-claim Erebor and the treasure from Smaug face-to-face.
581.Thorin gets to bawl out the 2 who wronged him most... Thranduil and Smaug.
582.Thorin stands on the shoulder of the statue and begins to taunt him. If Smaug has a weak point, in book or movie, it's his ego. He stops to refute Thorin's insults.
583.The gold and everything was already prepped to go when the dwarves began to work on building the giant statue of Thrór. Possibly it was a project in the works when Smaug attacked long ago that Thorin remembered.
584.Thorin knew the statue mold was there and uses the gold in the shape of a dwarven king to attack Smaug.
585.As Thorin commands the dwarves to pull the chains, it sounds like 'Inikhliz khuzul!'
From what is said on some Khuzdul sites that icic (i-consonant) pattern is the sign of a command/request added to the root word.
586.When the mold is released, Thorin is left dangling from a chain next to the statue's shoulder.
587.There are still lumps of unmelted gold in the molten flow.
588.Smaug is in awe of the Golden Dwarf Statue.
589.The gold from the Dwarven statue is reflected not only in Smaug’s eyes but also on his face, which turns a bit golden.
590.The Golden Statue held together long enough to overwhelm Smaug.
591.The molten gold doesn't hurt Smaug, but now he's really angry and he intends to get his revenge and savor it by destroying Lake-town.
592.Smaug's wings are very bat-like. He's got three useable fingers on each hand; the other 3 to 4 fingers on each hand are elongated bat-style digits to support the skin of the wing. Thus, Smaug has six or seven digits on each hand, not the four or five we'd expect from a lizard-like reptile! Bats, on the other hand (no pun intended), have one small finger on each wing, and their other four digits are elongated to support the skin of the wing.
593.Bilbo has climbed out on the broken rocks to see Smaug descend on Lake-town. "What have we done?"

Chapter titles spoken:
Balin: "The Desolation of Smaug" as they approach Dale.
Bilbo: "Not at home" as he approaches the treasure hoard.

Names of the coveted jewel:
Heart of the Mountain
King's Jewel

Character placements at the end of the film.
Bard is in jail in Lake-town.
Tauriel is with Kili, Fili, Bofur, Oin, and Bard's daughters and son in Lake-town.
Gandalf is in a gibbet in Dol Guldur as the orc army marches out.
Sauron's/Necromancer's Army marching from Dol Guldur.
Bilbo is outside Erebor watching Smaug approach Lake-town.
The remaining Company is in Erebor.
Legolas is chasing Bolg away from Lake-town carry Orcrist.
Azog is still at Dol Guldur (?)
Thranduil is (supposedly) back in his throne room.
Radagast is fetching Galadriel (and Elrond?)
Beorn in his territory.
The Eagles in their territory (?)
Galadriel is back in Lothlorien (?)
Elrond is in Rivendell (?)

Bard's/film version of The Prophesy.
The lord of silver fountain,
The King of carven stone,
The King beneath the mountain.
Shall come into his own!

And the bell shall ring in gladness.
At the Mountain King's return;
And all shall fail in sadness,
And the lake will shine and burn.

Book version sung by townspeople.
The King beneath the mountains,
The King of carven stone,
The lord of silver fountains.
Shall come into his own!
His crown shall be upholden,
His harp shall be restrung,
His halls shall echo golden.
To songs of yore re-sung.
The woods shall wave on mountains.
And grass beneath the sun;
His wealth shall flow in fountains.
And the rivers golden run.
The streams shall run in gladness,
The lakes shall shine and burn,
And sorrow fail and sadness.
At the Mountain-king's return!