While at Dol Guldur, Gandalf is suddenly attacked by a Dwarf.
Balin describes how the desolation of Smaug was once a lush woodland.
The remaining Dwarves ask Alfrid to help the wounded Kili, but he coldly dismisses them.
Alfrid asks whether Thorin can be trusted to keep his word, prompting Bilbo to vouch for him.
The Master of Laketown and Alfrid are discussing an old prophecy that when the king of the mountain returns, the streets will run with gold.
Braga, the captain of the guards, enters, and Bard bribes him into leaving by offering him a fancy piece of underwear for his wife. They fight off the guards with the help of the townsfolk.
While being smuggled into Laketown, the Dwarves are discovered.
As Alfrid serves the Master a plate of goat and ram's testicles to eat, they discuss a possibility to silence Bard.
The Master of Laketown and his aid Alfrid talk about Bard and their desire to get rid of his influence on the people of the town.
They see a white stag, which Thorin tries to shoot unsuccessfully. Bombur falls in the water and is asleep, so the other Dwarves need to carry him.
The Dwarves find the bridge in Mirkwood destroyed, so they cross the river with the use of vines hanging above the water.
Gandalf warns the Dwarves not to disturb the water in Mirkwood, use only bridges and be wary of illusions.
He then has a talk with Gandalf about Azog, the Necromancer at Dol Guldur, the tombs in the mountains (featuring a flashback with a voiceover by Galadriel) and a possible return of Sauron.
Upon leaving with Beorn's ponies, Beorn makes the group swear to free the horses before entering the forest.
Gandalf goes with Bilbo to carefully introduce the group to Beorn, and instructs the Dwarves come out of the house two at a time (except for Bombur who is instructed to come out alone) much to Beorn's unpleasant surprise.
After having spent the night in Beorn's house, the Dwarves are discussing how they can get past Beorn unseen however, Gandalf assures them they will need Beorn's help.
Thorin also mentions that Thrain was wearing one of the seven Dwarf Lord rings when he disappeared. Thorin tells him that he is searching for Thrain, his father who was presumed dead after the Battle of Moria Thrain has supposedly been seen again.
At the Prancing Pony, Gandalf asks Thorin about his business in Bree.
These include the following new or extended scenes: The Extended Edition that was made for the home theater market adds 25 minutes of additional footage.
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