The film continues the adventure of the title character Bilbo Baggins as he journeys with the Wizard Gandalf and thirteen Dwarves, led by Thorin Oakenshield, on an epic quest to reclaim the lost Dwarf Kingdom of Erebor. Having survived the beginning of their unexpected journey, the Company continues east, encountering along the way the skin-changer Beorn and a swarm of giant Spiders in the treacherous Mirkwood Forest. After escaping capture by the dangerous Woodland 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 before- the Dragon Smaug.