An angry dragon (voiced by Benedict Cumberbatch) attacks a village with fire and destruction, while a mad dwarf king (Richard Armitage) hoards a golden treasure. At the same time two armies of Orc ogres prepare to attack and Dwarves, Elves and Humans must cooperate in defense or die, as the Hobbit, Bilbo Baggins (Martin Freeman) attempts to bring them together. Also with Ian McKellen, Cate Blanchett, Evangeline Lilly, Lee Pace, Luke Evans, and Orlando Bloom. Directed by Peter Jackson. Several lines of dialogue are in Elven and Orcish with English subtitles. [2:24]

SEX/NUDITY 1 - A woman Elf-warrior loves a dwarf, but people make fun of them; they hold hands briefly.
► A man disguises himself as a woman and stuffs his blouse with gold coins to resemble a large bosom; another man laughs at him. Grey-skinned Orcs and Super-Orcs by the thousands are bare-chested and wear loincloth-wraps. Several blue-gray giants wear loin wraps; goblins are dressed the same way.

VIOLENCE/GORE 6 - Orcs and Super-Orcs have gray skin with red scratches, large, pointed and crooked teeth and one is missing his lower arm and has a set of curved blades in its place, another has a blacked-out eye and a scar across that part of his face; the larger Super-Orcs wear animal furs over one shoulder and many of both groups ride giant gray wolves with sharp teeth, they carry shields, spears, staves, 12-foot high kaiser blades, straight swords, scimitars, daggers, maces, decorated sledgehammers, torches, and rocks on chains while their giants carry catapults on their backs and stop in lines in battle to allow Orcs, who are riding them, to send rocks through castle walls, crumbling ramparts; one giant head butts a stone wall, opening a large hole, and then passes out. Tens of thousands of Elf soldiers wear copper and gold uniforms, with matching shields, helmets, and tall lances; their leader rides a giant elk that picks up a dozen enemies in its horns, carries them off, but falls down and the leader rolls off safely and brings out a sword for battle. Set in winter, most scenes are dark, austere and show crumbling villages, black castle ruins and dark caves among patches of snow and ice; a black mountain full of gold stands across a swath of rocks from a burned out village and another black castle stands with an ice-covered moat on a jagged mountain peak.
► In two extended battle scenes, we hear horns that sound like foghorns as Elves, Dwarves, Humans, two kinds of Orcs, black bats (a close-up shows a black fruit bat), giant and small ravens, and small black long-tailed dragons are fighting; ravens drop a brown bear into the battle and it charges over soldiers, snarling while the ravens snatch up Orcs and carry them away; the bats create swarming confusion as soldiers stab one another, cut off heads (a little gore shows at the necks), stomp feet, butt heads and hack at lower legs, but we see no blood except for two close-ups of a little blood on a man's chest and several images of a trickle of blood on a woman's cheek and on several men's forehead and mouth; many arrows sail through the air as men and one woman fight and an arrow flies through the torso of an Orc facing the camera and we see fur and hair fly off in bits; two short one-on-one sword fights between Dwarf men and Orcs end with Dwarves dying with eyes open while lying on the ground and other Dwarves ride warthogs, one of which falls to its side, its condition unknown and after the battles, we see piles of bodies with arrows sticking out of them and drops of blood in the snow around one soldier's face.
► A soldier throws an elderly woman off the balcony of a house and off-screen by her throat (probably dead). An Orc chokes and woman several times, punches her in the face and together, they fall off a tower; he is fine, but the woman lands on her back on a stone step, groaning (she is fine in the next scene); she climbs up steps and sees a friend die in the hands of an Orc who is stabbing him in the chest (a little blood, only on his face) as he looks at her and an Elf jumps on the back of an Orc and stabs it in the top of the head with a sword (we see blood slowly cover most of the blade as the Orc falls dead). A Dwarf fights an Orc with swords, both falling on an ice-covered moat and using a rock on a chain, and the Orc accidentally breaks the ice and falls through; while underneath ice, he stabs up through the foot of his opponent, who screams, the ice breaks up and the two fighters continue fighting on additional ice; they stab each other in the chest simultaneously while lying on ice (the Orc is on top of the Dwarf) and the Orc groans and dies with its eyes open; the Dwarf rolls over and with a bloody face and a bit of blood on his chain-mailed chest dies with his eyes open.
► After a rumbling off-screen we see a large, black fire-breathing dragon swoop, attacking a village by blowing fire through the streets and burning down buildings while the dragon shouts that a child will burn; men and women scream, arrows bounce off the dragon's hide until a man climbs a bell tower and his teen son brings him a giant arrow that points into the audience as he balances the arrow on his trembling son's shoulder and sends it flying into the dragon's heart; the beast groans, gasps and crashes down, falling onto a merchant's canal boat and smashing several people (we do not see the injuries); people help one another walk away from the destruction to the seashore, where they cover the ill and lame with blankets and men carry a woman in a hammock-litter.
► In a brief scene, a hundred Goblins attack Dwarves at a fortress, but Dwarves stab and kill them all with swords; we see Goblins falling without blood and the attackers wear body and facial scars and metal staples in their bald scalps. A wizard and an evil, fiery god appear (he makes a rock explode into flame) along with a dozen ghost warriors with armor and swords; the wizard slashes them all with a long sword, creating flashes of light as attackers disappear while a woman Elf speaks in a deep voice, turns blue and sends electricity and wind from her fingers to propel the evil god off into the distance (she collapses, but recovers afterward); a male Elf appears to slash a few other ghosts with his sword, disappearing them after saying, "You should have stayed dead." In a battle scene, Elf warriors leap over the backs of Dwarves holding shields and attack Orcs; extended swordplay results in a few chopped off Orc heads that have a lot of black gore at the neck, a giant belonging to Orcs falls on a unit of Orcs (likely crushing them to death in a long shot), another giant stumbles around on two replacement legs made of an iron bar each to which an iron foot-disk is attached and he receives an arrow to the heart and dies without blood showing. An Elf points an arrow at a combatant, who cuts it in half with a sword. A Hobbit downs several Orcs with thrown rocks. An Orc throws a stone from a mountainside and hits a Hobbit on the head (he passes out temporarily).
► A king walks through peaks of gold coins and becomes infected with "dragon sickness" (greed) and we later see him become delirious; in a hallucination scene, he hears numerous disembodied voices, sees a slithering dragon tail on the floor and falls down a black hole in a pile of gold; he abruptly comes to reality and seems cured of greed.
► An elderly wizard hangs from a parapet in an iron cage as we hear and see an Orc shout, "Die now, Wizard!" and the cage rolls on the ground; the elderly man is unconscious and a woman Elf carries him to a stone courtyard in a castle, kisses him on the forehead and he gasps to wakefulness. A man escapes from jail when a rope catches his cell window bars and pulls them out, and the rope winds around a merchant's throat (we do not see whether the merchant survives).
► An Elf woman throws electricity and wind with her fingers. Giant worms rise up from the ground with several fingers on their heads, making fists to punch holes in the landscape through which Orcs march.
► Various tribes in a small area claim a golden treasure held inside a mountain castle; leaders argue over it, fail to share the wealth and plan war; Dwarves fortify the castle by building a formidable rock wall into the main gate and push over a huge stone statue into the moat with a loud crash along with forging metal-bladed weapons while the Men and Elves form a single army to march toward the mountain and the humans forge metal weapons, but also add farming implements and torches. Humans practice sword fighting outdoors in a long shot. Women take up farming implements with which to threaten any intruders, waving rakes, tridents, etc.
► A cowardly man with rotting teeth and oily hair grabs blankets and shouts at a woman, but another man knocks him down several times. A man in a gondola on a canal pushes another man under water to prevent him from getting on the boat; a merchant pushes the first man overboard to save weight on the boat.
► Orcs shout threats and pronouncements: The Mountain will be the Dwarves' tomb! Slaughter them all! Kill them! Burn them all! An Elf announces: We attack at dawn! If you see anything move on the Mountain, kill it! A Dwarf says: Men die in battle. Life is cheap. A man shouts, "The children are starving!"
► Dwarves and humans hold a memorial service for their comrades who died in battle, blowing a long mountain horn as people remove their hats.

LANGUAGE 2 - 4 mild obscenities, name-calling (wretch, bow-man, bastard, weasel, filth, filthy, ridiculous, traitor, old man, mad, robber, dragon slayer, pointy hat, beggars, vagabonds, bullocks, halfling, pig-headed, woodland sprite, scum, thief, thieves, the Defiler, little fellow), stereotypical references to the greedy, kings, short people, people with mental illness, men with long blonde hair ("pretty"), evil armies, old wizards, the Scots, merchants, cowards, heroes, dragon slayers, peacemakers.

SUBSTANCE USE - An Elf army brings a human village a large cart of food and jugs of wine, and an Elf pours two glasses of wine (no one drinks). A man smokes a pipe in two scenes.

DISCUSSION TOPICS - Greed, hoarding, war, madness and recovery, good and evil, magic, leadership, death, cooperation, love, loss, forgiveness, trust, courage, loyalty, grief, sympathy, villainy and heroism in the same person, apologizing, starting over.

MESSAGE - Greed and power can drive a wedge between good people.