The movie begins with Thorin and his company, which, after the events of the previous films is being pursued by Azog and his Orc party. They are guided into place which is nearer to the home of Beorn, that can change its skin and turn into a bear. Azog then asks his son Bolg to hunt for Thorin. He is also asked by Galadriel to investigate the tombs of the Nazgul. As they enter the forest, they find themselves lost on the way and are trapped by giant spiders.
Bilbo tries to free the DWarves from the spiders with the help of his invisibility ring that he has recently acquired. But his ring is dropped down, and he understands the dark effects of the ring and then kills the centipede like creature brutally. They finally reach the lonely mountain and that’s when the trouble begins. They encounter the most dangerous dragon named Smaug.