Surviving the unexpected journey, Bilbo, Gandalf and 13 other dwarves go to the East. On the way, they face Beorn, a skin-changer who can take the form of the bear and giant spiders in the dangerous Mirkwood forest. After escaping from Wood-Elves, they finally arrive Lake town and Lonely Mountain, where they have to confront their biggest rival, the Dragon Smaug.