Having survived the first part of their unsettling journey, Bilbo Baggins and his companions (Ian McKellen, Richard Armitage) continue east. More dangers await them, including the skin-changer Beorn and the giant spiders of Milkwood. After escaping capture by the dangerous Wood Elves, Bilbo and the dwarves journey to Lake-town and, finally, to the Lonely Mountain, where they face the greatest danger of all: the fearsome dragon Smaug (Benedict Cumberbatch).