Film: The Hobbit: The Battle of the Five Armies

"I know I have no right to ask this of any of you. But will you follow me, one last time?"
Thorin Oakenshield

The Hobbit: The Battle of the Five Armies is the third and final film in the three-part cinematic adaptation of J.R.R Tolkien's classic fantasy novel The Hobbit, directed by Peter Jackson and adapted for the screen by Jackson and Guillermo del Toro.

Beginning immediately where the prior film ended, the Dragon Smaug unleashes his wrath on Laketown, Gandalf remains a prisoner in Dol Guldur, and the Necromancer's forces prepare for a war to wipe out the free peoples of Middle-Earth once and for all. Amongst the chaos and flames of war, friendships will be tested, hearts corrupted, and the forces of good must overcome their distrust of one another and unite if they are to save Middle-Earth from the ultimate evil.


The Battle of the Five Armies provides examples of the following tropes:

  • Action Film, Quiet Drama Scene: Once it starts about mid-way through the film, the eponymous battle lasts for most of the rest of it, but is often broken by quiet breather scenes where characters are in momentarily protected places and have time to talk and plan as the battle rages on nearby.
  • Action Prologue: Smaug attacks Laketown and is killed before the title screen appears.
  • Adaptation Expansion: The events from the fight with Smaug to the end of the battle take about six pages in the book, and happen mostly off-screen. Combined with Compressed Adaptation, since the last two chapters are condensed into five minutes.
  • Adaptation-Induced Plot Hole: Bilbo claiming the Stone as his payment doesn't make any sense, since his contract was to get a share of profit on specifically returning the stone to Thorin. In the book it was just the recovery of the treasure and Thorin's claim to the Arkenstone amounted to yelling "Dibs!" when they were sorting the hoard, so it was more valid.
  • Adult Fear:
    • The sheer number of times Bard's kids come close to dying. Especially during the scene when he's trying to fight his way to the market and sees a gigantic troll coming towards them, ready to kill, and when Bard is using Bain as a makeshift bow in a last-ditch attempt to kill Smaug.
    • Fíli's death. Azog executes him and all Thorin can do is watch his nephew die.
    • Knowing your only child is somewhere on the battlefield, fighting against almost impossible odds, and may be dead or dying already, when the last words you exchanged with them were hostile. Even Thranduil can't keep his cool in the face of that situation and it shows.
  • Age Lift: An interesting example. At the end, Thranduil tells Legolas to seek out Aragorn, who is already a well known Ranger. According to the official timeline, he would only have been ten (although it does match the movies' timeline, which removes a nearly two decades long Timeskip).
  • Agony of the Feet: Thorin manages to force Azog under the ice they're fighting on, but he's able to stab Thorin's foot from underneath and return to the surface.
  • A Million Is a Statistic: Zigzagged. During Smaug's rampage, subverted to hell, with the movie putting an emphasis on how everybody is reacting to it, and that even his death doesn't undo their problems. During the battle, the deaths of the warriors don't get much emotion, but the survivors of Laketown getting attacked by the orcs is given the emotional weight they should.
  • And Your Little Dog Too: Smaug threatens Bard's children.
    Smaug: Is that your son? You cannot save him from the fire!
  • Armor Is Useless: Averted in Bolg and Azog's case who have attacks deflected repeatedly by their heavy armor. Played straight in virtually every other case, be they dwarf, elf, orc, or anything else. Their armor may as well be tissue paper.
  • Artistic License – Economics: Erebor's massive treasure hoard. It puts the contents of Fort Knox to shame and everybody in the area wants it, but they're all alone up there in the upper-right-hand corner of a Left-Justified Fantasy Map (which, in the Expanded Universe, is shown to be on the edge of a massive arctic tundra to the north and the east), hundreds of miles from other communities, with no-one to trade it with besides the parties fighting over it. Nobody even thinks of this. Justified, though; of the five parties involved in the fighting (the Company, elves, Iron Hills dwarves, orcs, and men of Laketown), only the last actually wants the treasure for its actual value. Thorin's been taken by greed and refuses to share, Thranduil seeks a specific memento in the hoard, the Iron Hills dwarves fight on Thorin's behalf, the orcs want the mountain itself as a strategic fortification, and the men of Laketown only want what they were promised to help rebuild. The book had an offhand remark from Thranduil's herald inviting Thorin to try eating the gold while the armies of Laketown and Mirkwood besieged the Lonely Mountain, and the Master of Lake-town actually loads himself down with gold as he flees — he starves in the wilderness because he didn't bring any food.
  • Artistic License – Engineering: Legolas manages to knock down a stone tower in such a way that it lands with its base on one side of a chasm and its roof on the other, so that he can use it as a bridge. A stone structure designed to be upright almost certainly wouldn't have withstood the impact of such a fall, but even if it had, it's more than miraculous that it manages to maintain its integrity for the length of time it takes Legolas and Bolg to have a fight to the death on it. The tower was meant to bear vertical loads from roof to base, not horizontal loads directly on its walls. Admittedly it gradually falls to bits over the course of the next while, but Rule of Cool was taking many liberties here.
  • Authority Equals Asskicking: Thorin, Dáin, Azog, Bard and even Thranduil. All of the leaders of the various factions are badasses who can easily handle themselves.
  • Awesome Moment of Crowning: Inverted. One of Thorin’s best moments is when he hurls his crown away and returns to the Company not as a selfish king, but as the great leader and warrior they respected him as.
  • Badass Boast: Two dwarves vs. 'only' a hundred goblin mercenaries. No problem.
  • Back for the Finale: In a meta sense. Billy Boyd, who played Pippin in the original trilogy, wrote and recorded the song for the end credits.
  • Back-to-Back Badasses: Elrond and Saruman, and later Thorin and Dáin.
  • Badass Army: All of the armies:
    • The Silvan Elves of Mirkwood, showing themselves to skilled with swords and experts with a bow.
    • Lord Dáin provides an army of heavily armored dwarven pikemen from the Iron Hills who can stop the charging orcs dead in their tracks.
    • The Orc army of Dol Guldur. While subject to Conservation of Ninjutsu, still proves its numbers are huge deal, plus it has a number of trolls in its ranks as siege weapons and frontline soldiers, supported by goblin auxiliaries. They are reinforced by a second army from Gundabad that aside from orcs also had large hobgoblin berserkers and swarms of giant bats.
    • The fact that the Men of Laketown lacked young able men, training, discipline, equipment, armor, new weapons or any supplies apart from what the Silvan elves brought them, and still managed to hold their own against a surprise attack from the orc army and take down several trolls, speaks very highly of them.
  • Badass Longcoat:
    • Thorin is seen later in the film wearing a coat similar to the one he wore early in Desolation of Smaug and all of An Unexpected Journey.
    • Bard, as well, wears his duster from Desolation throughout the film, including during the final battle. He kicks much ass in it.
  • Badass Mustache: Dáin Ironfoot's mustache resembles a boar's tusks.
  • Batman Gambit: Azog's timing for the arrival of his second army was apparently based on the assumption that Thorin would attempt to infiltrate his own command center.
    • In a larger sense, Gandalf's plot to kill Smaug leaves Erebor (a critical strategic position with a literal mountain of treasure) up for grabs, drawing every greedy pair of hands within a week's travel. But if he hadn't done so, Azog would have joined forces with Smaug and started a conquest of Middle-Earth. So Gandalf had to use both applications of this trope to prevent that; use the gold to draw the Orks, Elves, Dwarves and Men to the same place at the same time, then hope that the races that weren't completely psychotic would unite against their common foe rather then just devolve into "everyone versus everyone else."
  • Bat out of Hell: Sauron's forces make use of giant killer bats.
  • Battering Ram
    • Hilariously combined with Use Your Head. When the orc forces begin their attack on Dale, a troll with huge chunk of stones tied to his head rams the wall as a living battering ram and then...promptly flops back after knocking himself out.
    • After walling up the entrance to the Lonely Mountain, the dwarves have to get out quickly to join the battle, so knock it down with a huge golden bell.
  • Beware the Nice Ones: Galadriel, among the fairest and most reserved of all Elves, doesn't take what Sauron has done to Gandalf well.
    • Bard continues this, always concerned about his people, family, and trying to avoid bloodshed whenever possible, when he has to fight, he will.
  • Big Bad: Since Sauron runs away to Mordor and Smaug dies in the beginning, Azog becomes this for the rest of the movie.
  • Big Badass Battle Sequence: The whole film could arguably be described as this.
  • Big Brother Instinct:
    • When Thorin tries to throw Bilbo over the mountain, the other dwarves instantly restrain him, while ushering Bilbo off to safety.
    • When Fíli and Kíli are scouting for orcs and hear a sound, Fíli quickly sends his little brother away and heads toward said sound himself. He saved his brother's life. Briefly.
    • Also, Bain is prompt to take up a sword to protect Sigrid and Tilda when they face Orcs in the ruins of Dale.
  • Big Damn Heroes:
    • Firstly done by the White Council to help Galadriel against Sauron and the Nazgûl and later by Radagast, Beorn, and the Eagles to save the day during the Battle of the Five Armies.
    • Also, when Thorin snaps out of his Dragon Sickness and charges out into battle, the Company at his back, the horns of Erebor resonating through the vale. Cue much rejoicing amongst the Dwarves and the armies of Men and Elves. Not so much amongst the Orc ranks, obviously.
  • Bigger Bad: Sauron, whose presence and influence become more evident this time around. He is responsible for trying to take Erebor, which will prove strategically important.
  • Bittersweet Ending: Smaug is dead, Erebor now belongs to the Dwarves again, the people of Laketown resettle in Dale, Azog and his son Bolg are dead and their armies scattered and defeated, Sauron loses Dol Guldur, and Bilbo returns to the Shire with a small chest of treasure. However... Laketown is destroyed and hundreds have perished, many more also died during the attack on Dale and the Lonely Mountain with thousands more that follow during the Battle of the Five Armies; Thorin, Kíli, and Fíli are dead (and Tauriel is left mourning for Kíli after realizing that she truly loved him), Thranduil and Legolas are estranged, and Sauron is merely banished back to Mordor where he is explicitly stated to start rebuilding his army (and thus endangering Gondor).
    • Also, Azog's personal "mission" of snuffing out the Line of Durin may have succeeded since he killed Thorin, the king, and his two nephews, Kili and Fili. The only other relative mentioned was Dain Ironfoot, who might be Thorin's maternal cousin.
  • Blade Lock: An unusually justified example occurs between Thorin and Azog, thanks to the forked shape of Azog's blade.
  • Blatant Lies: After everything's said and done, Bilbo claims to have lost the ring when called on possessing it by Gandalf. Gandalf clearly doesn't buy it.
  • Bling of War: While not excessively shiny, Thorin wears a fancy suit of full plate for most of the movie. After finally shaking off the Gold Fever, he changes into a well-made but far humbler suit of mail virtually identical to the one he was wearing in the first movie.
  • Bloodless Carnage: Compared to, say, Boromir or Théoden from Lord of the Rings, the deaths of Fíli, Kíli, and Thorin barely have a bloodstain between them. Probably justified in-universe, as the Dwarves were hewn from the stone and the earth. The Children of Aulë may not bleed like the Children of Ilúvatar.
  • Body Horror:
    • Numerous Orcs, notably Azog and Bolg, have extensive parts of them replaced or supplemented with metal parts, in such a way that it almost hurts to look at. Of particular note is that Azog has switched out the claw in his stump for a blade, which means at some point either he or one of his followers yanked that claw out and shoved the blade in.
    • Special mention goes to the troll Legolas rides just before his duel with Bolg, which has its shins and forearms replaced with crude-looking prosthetics, in addition to having eyes pierced with chains so the orcs can steer it.
  • Bond Villain Stupidity: Smaug spots Bard trying to shoot him down with arrows and descends to gloat that he is unstoppable while staying still enough to be a target for Bard's black arrow. It somewhat fits his dragonlike arrogance, but it's still a bad decision. Of course, all the other arrows hadn't hurt him and he didn't know of his broken scale.
  • Book Ends: Gandalf's first words in An Unexpected Journey and his last words in this film are almost word-for-word from the book, though the context of the latter is rather different.
  • Boring Return Journey: In adherence to the novel, the journey to Erebor takes up the entirety of the first film and about half of the second, but Bilbo's return to the Shire is shown in a short montage of him and Gandalf traveling serenely through beautiful countryside. Justified in that all of the enemies who were pursuing them before are gone, Thranduil has probably loosened up enough at this point to give Bilbo free passage through a now Sauron-free Mirkwood, and Gandalf is implied to have stuck with him for the whole trip back.
  • Bottomless Magazines: Averted for Bard when fruitlessly pelting Smaug with arrows, and Legolas after spending all his arrows shooting down a small army of Gundabad orcs to defend Thorin.
  • Brick Joke: Lobelia Sackville-Baggins is still trying to steal Bilbo's silverware.
    • Also Bilbo picking up his handkerchief he'd mentioned forgetting back in the first film.
    • One is also set up when Thranduil tells Legolas that he must learn Strider's true name for himself. In Fellowship, Legolas is the one to reveal Aragorn's name to Boromir.
  • Bridal Carry: In a rare gender inversion, Galadriel carries Gandalf in one of these when she's trying to get him out of Dol Guldur. Also, Gandalf is a large man, but she is not visibly exerting herself when she carries him — implying her magical/inhuman strength.
  • Bridge Logic: During the battle in the heights, Legolas topples a watchtower (by steering a large orc into it) to bridge a chasm and go to assist Tauriel.
  • Broke Your Arm Punching Out Cthulhu: Galadriel is pretty much burned out after exerting her full power to banish Sauron.
  • Bullying a Dragon: Not involving Smaug, but with Thorin and Thranduil. He and Bard march up to the front of Erebor, and Thorin decides to shoot an arrow at the feet of his mount, to the cheers of the other dwarves. Thranduil's soldiers who were less than twenty feet behind them, promptly load their bows in response to their king being threatened. Thorin clearly Didn't Think This Through.
  • Call Back / Call Forward:
    • When Galadriel confronts Sauron directly, she takes on the "Dark Queen" persona she showed Frodo in Fellowship.
    • When Thorin's company stands atop their blockade dressed in full armor, Gloin wears the armor that would later be worn by his son Gimli throughout the Lord of the Rings trilogy.
    • At the ending, Thranduil suggests to Legolas that he meet and look after a young man among the Dúnedain known as Strider, otherwise known as Aragorn.
    • Bard, convincing the people to spare Alfrid, uses the same reasoning as Aragorn for Wormtongue. They both think that enough blood has been spilled.
    • Though not explicitly stated, it's implied the acorn Bilbo found will become the Party Tree seen in Fellowship.
    • When Thranduil sees the slain bodies of his kin filling the streets of Dale, it's reminiscent of Haldir's final moments in Two Towers.
    • Bilbo returns to the Shire in decidedly un-Hobbitlike, foreign garb. Some sixty years later, his nephew Frodo and companions would return to the Shire in the same manner.
    • Bilbo awakens on the battlefield just as the Eagles arrive, and stares up at them dreamily with a smile on his face. Years later, at the finish of the War of the Ring, Frodo and Sam will also watch hazily from the foot of Mount Doom as the Eagles wing in to save them.
    • When Thorin is above the Gates of Erebor and receives the raven bringing him news of Dain, he looks to the rising sun cresting over the hill. "At dawn on the fifth day, look to the East," said Gandalf to Aragorn in The Two Towers.
      • When Thorin and Company break the barricade and join the fight, Dain even yells "TO THE KING!" much like Eomer reinforcing Theoden at The Battle of Helm's Deep in The Two Towers.
      • Bombur blowing the horn of Erebor is also very similar to Gimli blowing the horn of Helm's Deep.
    • Thranduil laying waste to the Orcs as he charges with his Elk on the bridge to Dale brings to mind Theoden charging down the causeway at Helm's Deep, throwing down Orcs left and right.
    • Thranduil also quotes Frodo almost word for word while facing the defiant Tauriel: "What do you know about love? Nothing."
    • The people of Laketown trudging through the mountains to the ruins of Dale harken back to the prologue of An Unexpected Journey, where the Dwarves were similarly exiled from their homes after Smaug's attack.
    • Thorin's fight with Azog is very similar to Gandalf's fight with the Balrog. Both send their enemies falling down to their apparent death, and they walk away before their enemy attacks their foot, and finally kill their enemy before collapsing and dying themselves.
  • Call That a Formation?: Inverted. The Elves march in an uncannily perfect grid, the Orcs are as organized as their mismatched bodies allow, and the Dwarves form an absolutely superb shield wall. All of this discipline completely disintegrates as soon as they get within striking distance of each other.
  • Captain Obvious: Legolas continues his streak of stating the obvious, though Tauriel did ask a question with a rather obvious answer.
    Legolas: These bats were bred for one purpose...for war.
  • Casual Danger Dialog: When Thorin and his cousin meet in the middle of the raging battle, they take the time to talk and hug,
  • The Cavalry: Dáin Ironfoot arriving with a Dwarf army to help Thorin. Subverted, as another Orc army is arriving from Gundabad to help the villains. Then played straight, as the eagles arrive with Radagast and Beorn.
  • Chekhov's Gun: Subverted:
    • We see Bilbo receive his mithril shirt from Thorin, and are told that it'll block anything... but later Bilbo is knocked out by a blow to the head.
    • A carry-over from The Desolation of Smaug: we were shown the one remaining windlance, but Bard doesn't use it to launch the Black Arrow.
  • Chewing the Scenery: Smaug, Galadriel, Dáin Ironfoot, and Sauron.
  • Contrived Coincidence:
    • In the opening, Smaug burns all of Laketown to the ground except for the bell tower, the one building from which Bard always has a clear shot.
    • Specifically the Master of Laketown's boat happens to be passing under the cell block, allowing Bard to escape.
  • Cool Horse: Thranduil's stag fights almost as much as its rider, using its gigantic antlers to sweep enemies out of its path and block arrow fire. Dáin's boar also counts.
    • Thorin's war goats are pretty stylish, too.
  • Conservation of Ninjutsu: Thorin and Dwalin are attacked by roughly a hundred goblin mercenaries... and defeat them all off-screen.
  • Continuity Nod:
    • During the battle, Legolas spots Thorin, about to be killed by a troll, and promptly kills the creature by throwing Orcrist into its chest, much like Thorin did for Legolas during the barrels incident.
    • Bilbo mentions in An Unexpected Journey that he forgot to bring his handkerchief. Returning to Bag End at the end of this movie, he finds it.
    • As an old Bilbo told Frodo in An Unexpected Journey, Lobelia really tried to take off with his silverware.
    • When Thorin is dying, he tells Bilbo to go back to his books, his armchair and his garden — all things Bilbo admitted to missing in An Unexpected Journey — and cherish them.
  • Curb-Stomp Battle: While it drains her almost to the point of unconsciousness, it doesn't take Galadriel long to utterly whup Sauron's ass.
  • The Dragon: Sauron's past as Morgoth's second-in-chief is finally acknowledged, if briefly.
    • Azog serves as this for Sauron, and Bolg for Azog.
  • Death by Adaptation: The Master of Laketown dies in the film when Smaug crashes into his boat. In the book, he dies only after Bilbo returns home.
  • Death by Looking Up: The Master of Laketown meets his end seconds after seeing Smaug's corpse plummeting towards him and his barge full of treasure.
  • Decapitated Army: Thorin plans to do this with Azog, as he's commanding the orc army. Subverted, as Azog was planning for this to lure Thorin into a trap and he's got a second army coming in to finish off the already beleaguered dwarves, elves and men. Luckily, the army is routed by Beorn and the Eagles.
  • Deliberate Injury Gambit: Trapped in a Blade Lock with a much stronger orc, Thorin allows the blade to pierce him so Azog will drop his guard. It works, but neither walks away from their injuries.
  • Demoted to Extra: Radagast and Beorn.
  • Dies Wide Open: Fíli, perhaps to emphasize the suddenness of his death, since it's the first of a major character.
  • Digital Head Swap: Dáin's appearance is managed by placing Billy Connolly's face (or what of it is visible under Dwarven facial hair) onto an actor's body. Exactly why this was done is unclear, though Connolly is known to be suffering from early stages of both prostate cancer and Parkinson's disease — rumors are circulating that he was too unwell to appear in full costume, but the directors thought his performance was too perfect to recast (hopefully the forthcoming DVD commentary will clarify this).
  • Dirty Coward: The Master of Laketown, who tries fleeing with his treasure, refusing to let anybody onto his boat.
    • Alfrid, who disguises himself as a woman to avoid fighting and tries escaping with all the treasure he can find.
  • Disc One Final Boss: As anyone who's read the book (and watched the trailer) would know, Smaug turns out to be this. The real final boss is Azog and his orcs.
  • Dramatically Missing the Point: Dwalin goes to Thorin to impress upon him the fact that their kindred are dying out on the battlefield. Thorin's response is to act concerned... about the gold, and start rambling about how they can take it deeper into the mountain to keep it safe.
  • Emergency Cargo Dump: The Master of Laketown escapes from Smaug's wrath on a boat full of treasure and a handful of servants. When they want to go faster, Alfrid suggests that they should throw out something or someone. The Master agrees and throws out Alfrid.
  • Enemy Mine: The elves and dwarves quickly forget their mutual antagonism when a bigger threat arrives in the form of the orc army.
  • Equippable Ally: Bard's bow is shattered fighting Smaug and he doesn't have a convenient dwarvish windlance from which to fire his black arrow, so he improvises by jamming the arms of his broken bow into the remaining structure of the bell tower and aiming the arrow by resting it on his son's shoulder.
  • Establishing Character Moment: Dáin has a... subtle way to announce his motives.
    "I would like to politely ask you to SOD OFF!!!"
  • Everything's Better with Spinning: At the gates to Erebor, the Mirkwood Elven army responds to Thorin's warning shot with a highly unnecessary bow spin as they load up their bows. Though somewhat justified in that it was probably meant to look intimidating.
  • Eye Awaken: Azog, under the ice.
  • Failed a Spot Check: Alfrid is put in charge of the night watch and reports all clear. Bard sarcastically confirms that it's clear... except for the entire elven army just outside the walls.
  • Fantastic Mount: Thranduil comes to war on the huge elk that was briefly seen in flashback in the first film. The Dwarven army brings a handful of very burly mountain goats. Dáin Ironfoot rides on a pig.
  • Fantastic Slurs: While under the effects of dragon sickness, Thorin refers to Bilbo as a "Shire rat".
  • Fantasy Counterpart Culture: The dwarves of the Iron Hills are based on ancient Roman centurions. They fight in a turtle formation with spears and rectangular shields, and Dáin's helmet has a red horsehair crest on it.
  • Forced to Watch: Azog maliciously kills Fíli right in front of his friends and family, and Bolg appears to take a particular pleasure in killing Kíli in front of Tauriel.
  • Foregone Conclusion:
    • Anyone who's read the book knows that Smaug, the Master of Laketown, Thorin, Fíli, and Kíli will die, and that Sauron escapes the destruction of Dol Guldur and returns to Mordor.
    • Also, anyone who's read The Lord of the Rings and/or seen the original film trilogy knows that, far from defeating Sauron, Saruman's going to join forces with him.
    • Bilbo, Gandalf, Legolas, Galadriel, Elrond, and Saruman all face life-threatening situations, but we know they'll survive the movie since they all appear in The Lord of the Rings.
    • We know Balin survives this as he's killed in Moria (as well as Ori and Oin).
  • From Bad to Worse: If being attacked by an evil dragon isn't enough, whole legions of orcs and goblins came in to besiege the survivors of Laketown with barely a small group of people left alive by the end of it.
  • Full Boar Action: Dáin Ironfoot rides one. While it doesn't have tusks, Dáin's mustache curves up and has metal points instead.
  • Genre Blind: Thorin is probably the only person who didn't expect the presumably drowned Azog to burst from under the ice and attack him.
  • Genre Savvy: Taking into account the fact that Thorin had previously thought Azog dead when he wasn't, the Dwarf may be forgiven for wanting to make sure, this one time, that the White Orc stayed dead.
  • Good Is Not Soft: Galadriel is one of the wisest, generous, and most compassionate beings in Middle-Earth... but she's also one of the only beings in Middle-Earth strong enough to go toe-to-toe with Sauron himself in what can best be described as, "Fury in physical form."
    • Pretty much every good character in the film fits this, from Bard to Saruman to Thandruil.
  • Gory Discretion Shot: Presumably; the fate of one particular orc who tries to kill Gandalf, only to be dispatched by Galadriel cuts away for his demise, implying a fate unfit for a PG-13 rating.
    • A number of moments during the battle itself also fall under this. Foremost among them is the close-up of one orc's face, shortly before the camera pans up as Dáin brings his hammer down.
  • Go Through Me: Legolas stops his father from harming Tauriel, insisting that should he choose to do so, he would have to kill his son as well.
  • Grand Finale: The film serves as the finale of the trilogy, as well as the final Tolkien film made by Peter Jackson and company. The film's tagline represents this, paraphrasing a quote from Thorin:
    Thorin: Will you follow me...one last time?
  • Ham-to-Ham Combat: Galadriel and Sauron chew plenty of scenery during their fight in Dol Guldur.
  • Handicapped Badass: Even more so with Azog in this film, in that he replaces his metallic claw prosthetic in favor of a long curved blade.
  • Helmets Are Hardly Heroic: None of the main characters wear helmets during the battle. While the most prominent dwarves of Thorin's company (Thorin, Fíli, Kíli, Dwalin and Balin) wear no helmet at all, the rest initially don full armor and helmets to defend against a siege, but abandon both helmets and suits when they enter actual combat. Dáin initially wears a helmet, but loses it during the battle; that doesn't stop him from successfully head-butting several orcs who do wear heavy helmets in the row.
  • Heroic BSOD:
    • Thranduil has one seeing his slain kin littering the streets of Dale. To clarify, in the backstory his father Oropher was slain in the War of the Last Alliance, he himself was heavily scarred by the fire drakes of the North, and we learn that his wife was taken to Gundabad to face a dire end (there is no grave, Legolas says). And then his son, his only remaining family, tells him that he would rather fight than stay safe. Thranduil breaking down at that point is, shall we say, quite understandable.
    • Bilbo has one after Fíli's execution by Azog, and a total breakdown when Thorin dies.
  • Heterosexual Life-Partners: Thorin and Dwalin, to the point that Thorin realizes the extent of his own Sanity Slippage when he finds himself willing to kill Dwalin.
  • He's Back: When Thorin throws away the crown and snaps from the Dragon-sickness back to his old honorable self.
  • Hollywood Tactics:
    • When orcs are charging the dwarven shield wall/spear hedge, the Elves opt to jump over the Dwarves rather than fire arrows, rendering the formation moot. Particularly egregious that all the Orcs they initially killed with the surprise move were seconds from getting impaled on the Dwarven pikes. Reality Ensues when the battle line almost immediately collapses into a confused melee as a result, nullifying their main advantage until they can reform later in the battle.
    • Surprisingly averted by Azog who uses an effective divide and conquer strategy, a elaborate signal system to direct his troops, specialized siege trolls and plenty of auxiliaries including goblin mercenaries.
    • Also averted when Thorin and company charge out of Erebor. During the siege they had been wearing thick, heavy armor designed to withstand incoming blows as their enemies charged in towards them. When they leave, they discard the heavy armor for something more light and mobile, otherwise it would have tired them out and dragged them down when they needed to move quickly and fight for a long time.
  • Hope Spot: When Bilbo shows Thorin the acorn he'd taken from Beorn's place, Thorin's sickness begins to fade and Bilbo nearly gets through to him. Sadly, it fails when he immediately learns that the survivors of Laketown are setting up camp in the ruins of Dale.
  • Horrible Judge of Character: Gandalf and especially Bard really should know better than to trust Alfrid with anything remotely important.
  • Humble Hero: Bard. Best shown when all the townspeople revere him for killing Smaug, and he seems bemused and annoyed by all the attention.
  • Hypocritical Humour: Bard tells Alfrid to get to work by giving him wood to carry. Alfrid then gives it to a woman already carrying wood, telling her "Pull your weight."
    • During Smaug's attack on Lake-town, the Master, in his effort to flee, has his guards push away the people struggling to get on his boat, all the while lamenting "If only we could save these poor people!"
  • I Did What I Had to Do: Bilbo, when it comes to preventing a costly and unnecessary war between the other factions of Middle-Earth, readily admits to secreting away the Arkenstone from Thorin's grasp. By this point, all the other company members can see how bad their leader's greed is getting, and they're not as outwardly angry with him; some even agree with his necessary betrayal.
  • Improbable Aiming Skills: At one point during the battle, Bilbo forgoes stabbing with Sting and does what Hobbits do best: throw rocks with lethal accuracy. One orc eventually figures out that as many orcs are being felled by flying rocks to the head as they are by Thorin's blade...
  • Improvised Weapon: To fire the Black Arrow, Bard has to devise a siege bow by ramming the halves of his broken bow into some support columns and resting the arrow on his own son's shoulder.
    • Many of the Lakemen carry harpoons, pitchforks, scythes, and various blades-on-sticks. One elderly woman is seen joining the battle carrying a large, metal candlestick.
  • Incoming Ham: There are no close-ups of the mysterious newcomer dwarf, Dáin, riding in on a boar at the head of his army, until after he begins to speak and everyone recognises Billy Connolly's dulcet tones telling everyone to sod off.
  • Inelegant Blubbering: Although there are plenty of Manly Tears flying around this movie, Bilbo breaks down miserably after Thorin’s death, and begins to cry-whine in grief.
  • Infant Immortality: Averted; one of the corpses in the city of Dale is that of a young child.
  • It Has Been an Honor: Thorin and Bilbo share this sentiment as Thorin is dying.
  • Jerkass Has a Point: Thranduil is perfectly correct; Gandalf's decision to encourage Thorin into taking back Erebor and trying to kill Smaug ended up with who knows how many people getting killed or injured. Of course, Thranduil isn't seeing the bigger picture here; left to his own devices, Smaug would have surely joined Sauron's forces, and Erebor's strategic location would have allowed Sauron a strategically critical fortification that would have served as a foothold to his complete conquest of the North.
    • Although it would have been callous and unfair of Thranduil to simply leave the battle with his elves, abandoning the men and dwarves to their fate, he is the king of his people, charged to protect them, and they were at that point getting their asses kicked. Choosing to keep those he had left safe is not in itself a bad idea.
    • Alfrid reacts with concern to the news that the dwarves are still alive in Erebor with a massive treasure. Bard tells him not to worry, as there is plenty of gold for everyone. Alfrid, being much more familiar with avarice than Bard, has good reason to worry.
    • Thorin is clearly suffering from goldsickness by the time he negotiates with Bard, but his argument is fairly reasonable; the bargain he made in Laketown was compelled by force, and even if it wasn't, the fact that negotiations were happening while Thranduil—who had arrested the dwarves for no reason in the previous film and had previously broken the dwarven/elven alliance—sat right outside the gate with an army is very, very bad diplomacy.
  • Jerk with a Heart of Gold: Thranduil, shows a couple times that he is not a total asshole, such as when he brings the refugees of Laketown food and water, or is fully supportive of Bards attempts at peaceful negotiation, or when finally admitting that Tauriel's love for Kíli was genuine.
  • Karma Houdini: Alfrid. Whatever fate drops on him (dragon, death by drowning, hanging by angry mob, orcs, trolls...), he manages to avoid it, and leaves unharmed. His dignity, thankfully, is not so lucky.
  • Karmic Death: The Master of Laketown is squashed flat by the falling dead dragon that he abandoned his people to.
  • Kick the Dog: Azog killing Fíli in front of Thorin.
  • Large Ham: Dáin Ironfoot. He chews and headbutts the scenery during all of his screen time.
  • Laser-Guided Karma: Thranduil's cold and unfeeling behavior eventually alienates even Legolas, to the point where his son actually refuses to return home after the battle's over. Thranduil's all but lost the only remaining person he really loves, and he has no one to blame but himself.
  • Leaning on the Fourth Wall:
    • Thorin in the trailer: "Will you follow me... One last time?"
    • Billy Boyd in the film song in general (and probably speaking for Peter Jackson), but more specifically: "I bid you all a very fond farewell..."
  • Leave Him to Me: Saruman tells this to the other members of the White Council after Galadriel banishes Sauron back to Mordor.
  • Lecherous Licking:
    • Smaug appears to be licking his lips at one point while cruelly taunting Bard.
    • Bolg does it while approaching the injured Tauriel.
  • Left Hanging:
    • The whole question of who gets Smaug's treasure. This was resolved in the novel, but keeping it in the film would result in too many endings after the climax. Hopefully the Extended Edition will include those scenes.
    • Also the question of who will take over as King Under the Mountain after Thorin's death. This is also resolved in the novel.
  • Let's Split Up, Gang: Fíli and Kíli split up to locate Azog and his followers. Bad decision on their part.
  • Lock and Load Montage: Two interspersed with each other, as the opposing factions of men and dwarves prepare for their approaching battle/seige. The men of Laketown clean out the ancient armoury of Dale, and the dwarves suit up in Erebor.
  • The Lost Lenore: Thranduil's wife was killed by orcs long ago, and it turns out to be his justification for only caring about keeping his people safe and not fighting for or protecting non-elves.
    • Well, that and in the previous film, we saw that his face was actually grievously burned fighting dragons and orcs in previous conflicts - probably the same wars in which his wife died. He's suffered so much in past wars that he now has a strong "looking out for number one" mentality.
  • Loud of War: Lots of blowing huge trumpets, for signaling and morale boost.
  • Mama Bear: Don't threaten Gandalf or Galadriel will end you. Just ask Sauron.
  • Manly Tears: From the trailer, we already had Dwalin, but almost every male character on the heroes' side is seen crying at least once during the movie, including the Not So Stoic Thranduil.
  • Meaningful Echo: Thorin, overcome with "dragon sickness" i.e. Gold Fever, repeats some of Smaug's lines verbatim, sometimes with his voice altered to resemble the dragon's.
    I will not part with one coin... Not one single piece of it.
  • Moment Killer: A moment between Kíli and Tauriel is cut short by the appearance of Legolas, who needs Tauriel elsewhere.
  • Mutual Kill: Realizing that he cannot keep Azog's blade at bay, Thorin allows the orc to mortally wound him. With Azog's guard temporarily lowered, Thorin takes the opportunity to return the favor, slaying him before he succumbs to his wounds.
  • Nice Job Fixing It, Villain: It's only the timely arrival of Azog and his army that causes the Dwarven and Elven armies to put aside their grievances instead of kill each other. Azog might have a good strategy going of pinning them all between two separate armies, but just imagine if he had had the restraint to wait a single day and let the Dwarves and Elves do most of the work of killing each other.
  • Neutral Female: Subverted. During the attack, the citizens of Laketown barricade their women and children in the Great Hall. As soon as the children are safe, every available woman grabs whatever's nearby and goes back out to fight.
  • Never My Fault: Thorin refuses to accept responsibility for the destruction of Laketown and the displacement of its people.
  • Never Trust a Trailer: A number of battle shots shown in trailers didn't end up in the movie.
    • Thorin's "Everything I did, I did for them" from the trailer didn't end up on the big screen.
    • The battlegoat cavalry charge, the catapults, and the battlewagon on the frozen river are missing.
    • The full Elven army shooting arrows all at once? Not in it.
    • Gandalf's "How shall this day end?!" never appeared outside of the trailer.
  • No Kill Like Overkill: Galadriel walks in on a single orc about to kill Gandalf and promptly blasts the sucker with a burst of power that lights up the sky all the way to the horizon.
  • No One Gets Left Behind: Somewhat disconcertingly averted. When Bain catches sight of his father in the ruins of dragon-fired Laketown and runs to help him, a very pragmatic Tauriel opts to leave him and keep going, as she has both of his sisters and four dwarves to keep alive.
    Tauriel: Leave him. We cannot go back.
  • Oh Crap!:
    • Galadriel, when she's cornered in Dol Guldur by the Nine.
    • Fíli, when he's in the tunnels under Ravenhill and hears Azog coming.
    • Azog, when he sees the eagle army led by Radagast.
  • Once More with Clarity: We see a flashback to the previous film where Bilbo sees the Arkenstone on the floor but is forced to use the Ring when Smaug sees him. Except we now see Bilbo pocket the Arkenstone while he was invisible.
  • One-Hit Kill/Impaled with Extreme Prejudice:
    • Bard's black arrow finds its mark and brings Smaug down immediately.
    • This is also how Fíli and Kíli die, one being impaled by Azog's prosthetic blade and the other by the spike on Bolg's mace.
  • One-Man Army: The film gives an idea of just how powerful Galadriel really is. Foreshadowing her single-handedly destroying Dol Guldur off-screen during the War of the Ring.
    • There's also a moment when Dwalin announces that a troupe of 100 goblin assassins are approaching — so, naturally, he and Thorin can handle it. Of course, that would make them a two-person army, but still, fifty goblins each is no joke.
  • Onrushing Army: Times five, as the title would suggest.
  • Overly Long Gag: Gandalf seems to take forever to clean out his pipe.
  • Papa Wolf: You really don't want to threaten Bard's family, even if you're a dragon.
  • Please Wake Up: Bilbo when Thorin dies, still trying to rouse him and get him to look up at the Eagles, despite the fact that he is very obviously already dead.
  • Post-Victory Collapse: Galadriel is so spent after her fight with Sauron that she begins to sink to the ground, and has to be supported by Elrond.
  • Pre-Asskicking One-Liner: Two of them, right after one another:
    Saruman: Are you in need of assistance, my lady?
    Elrond: You should have stayed dead!
  • Precision B Strike: Dáin calls the armies of Men and Elves "bastards" shortly after telling them to "sod off". He's also heard referring to the Orcs as "buggers" several times. For this film series, that's cussin' up a storm. Dáin is, of course, played by Billy Connolly.
  • Prepare to Die: Said by Smaug to Bard as he advances on the bell tower that Bard's stationed in.
    Smaug: You have nothing but your death!
  • Primal Stance: Azog's army uses trolls in the battle, who naturally have a somewhat hunched stance. Some trolls who carry catapults on their backs stand on all fours like a gorilla to stabilize themselves when the catapult is fired.
  • Professional Butt-Kisser: At first, Alfrid insists that he is now in charge of the Laketown refugees in the absence of the Master, due to his position. Once it is clear that no one will follow him for a second, he attaches himself to Bard and tries to become his toady.
  • The Promise: Kíli entrusts Tauriel with his rune-stone, telling her to keep it "as a promise." Tauriel, knowing how important the stone is to Kíli from Desolation, is well-aware of how Kíli feels about her (and uncertain about what she feels for him), is visibly conflicted. She tearfully returns the rune-stone to Kíli after he is killed, having moments with him shortly before his death.
  • Rasputinian Death: Bolg is impaled through the brain, and his body falls several hundred feet off the cliffs and is then crushed by falling debris (as if to emphasize that he's dead for sure).
  • Rated M for Manly: Badass dwarves, badass elves, badass men and badass orcs in one massive war. What more can we ask for?
  • Royals Who Actually Do Something:
    • The White Council — whose members include some of the most powerful individuals in Middle-Earth — join forces to assault Sauron and his fortress.
    • Thranduil is perfectly willing to armor up and lead his troops into battle. His son Legolas too, of course, who gets arguably the best fight scenes in all the movies.
    • Both Thorin Oakenshield and Dáin Ironfoot lead charges against the orcs, and Fíli and Kíli are right at their side the whole time.
  • Reality Ensues:
    • As well as the example mentioned in Hollywood Tactics, near the end when Thorin is bleeding out Bilbo tries to tend to the wound but one look at the wound and he nearly makes himself sick as to be expected of someone with no medical training.
    • Even the use of Hollywood Tactics is an example of this. The elves/humans and dwarves were practically moments away from throwing down against each other, so it's only natural that, when a common enemy shows up, they wouldn't exactly be able to perfectly coordinate their strategies on the fly.
    • Thorin and the company's Big Damn Heroes moment, while driving the orcs back, isn't enough to win the battle completely, since the orcs simply outnumber everyone else by a good deal. This prompts Thorin to try and take out Azog, knowing that without their leader, the orc army should fall apart.
  • Running Gag: Alfrid always seems to be skulking in the background right about the time a main character needs a random unoccupied mook to do something important...which he promptly screws up by doing a half-assed job.
  • Sacred Hospitality: Extended by Bilbo to the Dwarves toward the end:
    Bilbo: If you're ever passing through Bag End, tea's at four, there's plenty of it, you're always welcome...Don't bother to knock.
  • Sand Worm: The gigantic were-worms, mentioned very briefly by Bilbo in the novel, make an appearance in the final chapter of trilogy, and are used by Azog's forces to burrow huge tunnels through which his forces can travel in order to surprise-attack Erebor.
  • Sanity Slippage: Thorin slowly but surely goes round the bend with gold lust and obsession over finding the Arkenstone until he snaps back to sanity near the end.
  • Screaming Warrior: While the elves mostly fight in mechanical silence aside from the grunts and whatnot, the dwarves of the Iron Hills do a lot of yelling in their native language.
  • Screw the Rules, I'm Doing What's Right: As Thorin becomes increasingly unhinged, the rest of the Company begin defying him.
    • When Thorin orders Bilbo thrown from the wall for giving Thranduil and Bard the Arkenstone, none of the Dwarves comply. When Thorin tries to do it himself, the rest of the Dwarves try to stop him.
    • Later, when Thorin orders them to not join the battle so as to protect the gold, Kili eventually just up and shouts at Thorin that he's not going to stay here hiding, though Thorin was back to normal at that point.
  • Screw This, I'm Outta Here!: Alfrid spends most of the battle hiding and avoiding at as best he can, before eventually managing to flee altogether.
    • Thranduil, along with his army, also attempts this, but is talked out of it.
  • Sequel Hook: Since this is a prequel, we already know where it all leads to, but nevertheless the final scene of the movie shows that Bilbo lied to Gandalf about having lost the Ring, as we see him holding it, while the ominous "One Ring" theme from The Lord of the Rings movies plays on the background.
  • Shout-Out:
    • When the Orc army is fighting its way into Dale, a desperate messenger calls out to Bard, "They've taken Stone Street!" A major portion of the trilogy was, of course, filmed at Stone Street Studios.
    • The scene where Thorin snaps out of his Sanity Slippage seems to be inspired by the scene in El Cid where King Alfonso rejects his sister's influence.
  • Silk Hiding Steel: Galadriel is the epitome of grace, charm, and diplomacy. This does not mean, however, that she cannot fend for herself on the battlefield. Au contraire.
  • Spikes of Doom: Azog even has them on their trumpet!
  • Spoiler Title: That humans, elves, and orcs will go to war over Erebor is established before the eponymous Battle of the Five Armies begins, but the arrival of dwarves and second Orc army to the battle is treated as a twist, even though anyone can count that two of the five armies are still missing.
    • This was partly due to a title change. The film's original title was There And Back Again in reference to the novel's alternate title.
  • Stealth Insult: "You have no power here, Servant of Morgoth." Yep. Galadriel just told Sauron he was nothing but a lackey.
  • Stealth Pun: Who's riding one of the Eagles of Manwë at the Battle of Five Armies? Aiwendilnote .
  • Stepping Stones in the Sky: Legolas pulls this off during his fight with Bolg, as the improvised bridge collapses beneath them.
  • Taking You with Me: Subverted. An enraged Tauriel appears to be trying to do this with Bolg, but both of them survive the fall.
  • Tap on the Head: Bilbo gets knocked out by Bolg for a decent chunk of the fight. All he gets is a little blood on his temple.
  • Teeth-Clenched Teamwork: The Elves and Dwarves, even moreso than the book. In the book, they come to a verbal truce after learning of the impending army of Orcs headed their way. In this film, it becomes a completely wordless alliance on the spot.
  • Think of the Children!: Alfrid yells this when trying to divert attention away from his own cowardice.
  • This Is Gonna Suck: Legolas gives a heavy sigh when he realizes that, having just been momentarily saved by Thorin, he must now return the favor by throwing his sword into an orc — which sucks, because it leaves Legolas with only his knives to fight Bolg.
  • Throwing Your Sword Always Works: Legolas throws his sword into an orc to save Thorin.
  • Together in Death: Bard orders that the women and children be sent to safety in the Great Hall, but the women aren’t there long before one of them grabs a weapon and declares that they should be with their husbands in death, as in life, prompting the others to get their own Improvised Weapons and follow her. She at least is seen to have survived the battle in the end.
  • Trailers Always Spoil: The trailer makes it somewhat obvious that Smaug won't survive his attack on Laketown.
  • Traveling at the Speed of Plot: Legolas and Tauriel make a journey from Lake-Town to Gundabad and back in a couple of days at most. A look at the map of Middle-Earth shows that Gundabad is located at the northern peaks of the Misty Mountains - the same mountains it took Dwarves many weeks to travel from. They also had to either pass through Mirkwood or make an even longer way around - even mounted such trip would have taken a full week at least.
  • Undying Loyalty: Zigg-zagged. The Company grows more and more weary of Thorin as the dragon sickness gets to him. When he commands that Bilbo be thrown over the mountain, none of them obey. Played straight when he comes back to his senses, they have no problem following him into battle.
    • Bilbo is this to the Company and Thorin. Everything he does is with their best interests in mind and he makes this very clear to Thranduil and Bard when he bargains the Arkenstone for peace. And then he scales Ravenhill, which is infested with orcs and Gandalf claims to be a suicide mission, to warn Thorin and the others about yet another incoming army from Gundabad. It's safe to say that Bilbo will do almost anything to protect and save his dwarves.
  • Use Your Head:
    • Dáin's preferred melee attack. Even without a helmet, he can still knock armored orcs out.
    • A troll headbutts a wall to allow orcs to get through. It promptly falls unconscious.
  • Villainous Crossdresser: Dirty Coward Alfrid dresses up as a woman to avoid joining the men in battle, but it backfires on him pretty quickly when the actual women of Laketown aren't content to sit on the sidelines.
  • Violent Glaswegian: Dáin Ironfoot, played by actual Glaswegian Billy Connolly using his native accent, is loud and confrontational and spends most of the battle headbutting orcs.
  • Walking Shirtless Scene: Azog averts this trope in this film, this time wearing full armor.
  • The War Sequence: The eponymous battle.
  • Watching a Video Game: The entire latter half of the battle featuring Legolas is this, from hitching a ride on the giant bat to using a troll to ram a tower to form a bridge, to jumping on the stone blocks as they fall down.
    • Legolas's use of the Orcrist is also similar to the video game trope of using a really powerful weapon that you haven't invested training into. He lost his previous fight with Bolg while using it, but is able to kill him with a knife through the skull after tossing Thorin his sword back.
    • The sequence of Bard breaking out of Laketown's jail, then running across the town's burning rooftops to reach the belltower, climbing it, and then ineffectualy pelting Smaug with arrows before using his broken bow, the remnants of the tower, and his son's shoulder to fire the last Black Arrow into the chest of the dragon bearing down on them to kill it also seems like it could be out of a big budget fantasy title.
  • We ARE Struggling Together: Played with, and a major theme in the film. The Dwarves, Elves, and Men should be uniting to fight the forces of darkness, but instead they're determined to fight a petty war among themselves just because they won't divide a treasure-horde fairly. They nearly come to killing each other, but as soon as the Orc army actually does show up (which drastically outnumbers them), all three groups immediately snap into fighting side by side against the greater threat. So ultimately averted: they were able to set aside their petty differences to survive.
  • We All Die Someday: Thranduil says this about the Men and Dwarves who will die at the hands of the orcs and uses it to justify why he doesn't care that they will be killed, so long as his Elf subjects are not sacrificed in the battle. Tauriel calls him out for thinking Elves are better and more important than everyone else, just because they're immortal.
  • What Could Have Been: In-universe example: The opening when Smaug annihilates Laketown effortlessly makes Gandalf all the wiser for wanting to get rid of him before he could join up with Sauron. Remember those pitched battles at Helm's Deep and Minas Tirith from the original Lord of the Rings trilogy? Put Smaug on the villains' side, and neither of those battles lasts more than minutes.
  • What Happened to the Mouse?: Several, which may be addressed in the Extended Edition:
    • The Arkenstone is the ultimate MacGuffin for the whole trilogy, but we never even learn what happens to it after the Battle of the Five Armies. In the original story it was buried with Thorin.
    • The issue of Smaug's treasure hoard being cursed with dragon sickness is also forgotten once the dwarves move back to Erebor and Thorin is dead.
    • We never actually get to see on-screen what becomes of Dáin, the dwarf army, Bard, and the remaining people of Laketown, though the book and the original film trilogy's dialogue implies they rebuild Erebor.
    • In the books, Dáin becomes the new King Under the Mountain. With Thorin's nephews Fíli and Kíli dead, the bloodline of Thorin's father is extinguished. Therefore after Thorin dies, his second cousin Dáin became his closest surviving male relative. Dáin later named his own son "Thorin" in his honor. Dáin actually settled the original dispute wisely, probably gaining respect for the Elves and Men when they fought side-by-side in the battle. Dáin agrees to pay the Elves and Men the fraction of the treasure-horde they feel they are owed (about a twelfth or so). This is more than enough for both Laketown and Dale to be rebuilt, and Bard becomes king of this new realm, which prospers greatly from all of the renewed trade with Erebor. Many of the scattered dwarves return to Erebor and rebuild the kingdom under the mountain.
    • Radagast disappears from the film after the battle, so we never get to know the reason he doesn't appear in The Lord of the Rings, but given that not even the books reveal it, we can just guess he returned to his labours.
    • Given she's a Canon Foreigner, we never see Tauriel again. At the very least, her final interaction with Thranduil would suggest her banishment has been lifted and she returns to the elven kingdom in Mirkwood.
    • We never actually see the fate of Alfrid, also a Canon Foreigner, implying that he is a Karma Houdini. The movies sort of split the "Master of Laketown" from the books into two characters, Stephen Fry's Master, and his lackey Alfrid. In the books, the greedy Master runs off with as much gold as he can carry — leaving him alone in the wilderness, abandoned by everyone. Ultimately, he starves to death out there, because he devoted every pound he could carry to treasure, but neglected to take any food with him. Perhaps the movie-version's "Alfrid" will find a similar fate...
    • Azog's wereworms appear for one scene to make his troops a tunnel to the battlefield, and are never seen or mentioned afterwards.
    • The wargs were essential to Azog's pursuit of Thorin and Company, and yet they're nowhere to be seen in the final battle; in the book, the goblin/orc army arrives riding warg steeds.
    • The goats Thorin and team use to climb up Ravenhill to confront Azog vanish the moment the dwarves jump off them. For that matter, they appear out of nowhere when they got on them.
  • What the Hell, Hero?:
    • Bard condemns Thorin for the fact that his actions caused the destruction of Laketown and the deaths of hundreds — or even thousands — of innocent people.
    • Kíli calls out Thorin for letting others fight their battles for them while they hide inside the safety of Erebor.
    • Dwalin also calls Thorin out on becoming ever more obsessed with reclaiming Erebor to the exclusion of everything else, including the well-being of everyone.
    • Thranduil calls Gandalf out on how his plan to get rid of Smaug back-fired with a lot of collateral damage, and now it's his duty to "finish" what he started.
    • Bilbo calls out Thorin for not keeping his word or being himself after the latter learns the former bargained the Arkenstone.
    • Tauriel calls out Thranduil in Dale when he's about to leave the People of Laketown and the Dwarves to die.
  • Wizard Duel: Sauron vs. a very, VERY angry Galadriel.
  • World of Badass: The battle itself is not to be joked at as every single commander in the field is one.
  • Wrestler in All of Us: Legolas nails Bolg with a hurricanrana during their duel on the tower bridge.
  • You Can't Go Home Again: When the battle's done and the mourning starts, Legolas flat out tells Thranduil that, after all that's passed between them, he can't return to the forest.