The Dwarves, still on their mission to reclaim their homeland, take Bilbo Baggins (Martin Freeman) and Gandalf (Ian McKellen) on a treacherous mission toward the dragon that holds an important key. Also with Richard Armitage, Ken Stott, Graham McTavish, William Kircher, James Nesbitt, Stephen Hunter, Dean O'Gorman, Aidan Turner, John Callen, Peter Hambleton, Orlando Bloom, Evangeline Lilly, Lee Pace, Cate Blanchett, Benedict Cumberbatch, Luke Evans and Stephen Fry. Directed by Peter Jackson. [2:41]

SEX/NUDITY 1 - A man, recovering from an injury, touches a woman's hand and she looks at him lovingly.
► A male Dwarf asks a female Elf, ."..going to search me? I could have anything down my trousers" and the Elf replies, "Or nothing." A male Elf tells a female Elf that a third Elf "Has become very fond of you" and that she should not "Give him hope where there is none."
► A huge beast resembling a bear transforms into a human man and we see his bare buttock from the side. The Orcs are typically shown bare-chested and some wear loincloth-type coverings that also reveal bare legs.

VIOLENCE/GORE 7 - A Hobbit falls from the top of a tree through branches (he grunts as he hit as couple of limbs) and huge spider webs; when he stops and struggles to free himself, a huge spider with big fangs charges toward him, wraps him up in a web and we see him and others in his party unconscious and wrapped in webbing; he wakes up as a spider crawls on top of him and the Hobbit stabs it in the abdomen, and then throws it off him while another spider says, "Let us feast." A Hobbit with a sword fights huge spiders in a dark forest with slashing and stabbing: one spider is kicked in the face, one is stabbed through the face, and other members of the Hobbit's group are freed from their webbing and they fall to the ground (we see them tearing away the webbing); then they get up and fight the spiders, and several Dwarves hold a spider by its legs and pull ripping the legs off (we hear a crunch, we see goo at the separation points and they drop its torso on top of another Dwarf. An Elf swings through the trees in a dark forest and slides down a hill on the back of a huge spider while slashing other spiders with a sword and shooting other huge spiders with arrows; then he threatens several Dwarves with a drawn bow and arrow. A Hobbit fights a crab-like creature and stabs it in the head numerous times (we hear crunching and squealing).
► Elves attack several Orcs that are attacking Dwarves and a Hobbit: many Orcs are killed by bow and arrow as well as sword strikes and hammers, one Orc's head is lopped off (we see the head separate from the body and some gore at the neck is seen), another Orc is shot through the head with an arrow and the arrow point moves toward the audience in 3D, another Orc is pinned to a tree by a thrown sword, and two others are shot through the head by the same arrow (we see the arrow pass through them both). An Elf beheads an Orc and drops the head to the ground (we see the body flop around on the ground and the head rolls around). A Dwarf is shot in the leg by an Orc's arrow and we are told that he has been poisoned; he becomes weaker and weaker from the poison, he moans in pain and we see the bloody spot on his leg. An Orc attacks a Wizard and he is thrown; they fight and the Wizard then fights a dark cloud swirling around him.
► Many Orcs charge into a village and attack a home with children inside; two Elves fight with many Orcs and we see several stabbed in the head and slashed around the throat (blood and gore is not clearly visible and we do hear squishing sounds); one Orc is launched into the air and we see his head separate from his body. An Elf and an Orc fight with swords: the Elf is thrown against a post, then falls to the ground, they continue to fight with blows and sword strikes (the Elf is shown with blood on his nose and lip) and another Orc enters the fight with the Elf as the other Orc walks away and the Orc is slammed against a pillar repeatedly; the Elf on horseback chases the first Orc riding a beast.
► A dragon chases a Dwarf, the Dwarf jumps and falls into a very deep hole, the dragon follows, the Dwarf grabs a cable and swings, the dragon snaps at the Dwarf and he stands on its nose; the dragon prepares to blow fire and the Dwarf is pulled to safety. A fire-breathing dragon blows fire at several Dwarves that have entered his lair; they run and one Dwarf's coat catches fire (he is not harmed). and the Dwarves walk across an elevated walkway and the dragon crosses above them. There are several extended sequences where a dragon chases Dwarves and blows fire at and around them: the dragon blows fire all around a group of Dwarves and they hide behind pillars (they are unharmed); the dragon breaks through a large iron gate and moves toward the Dwarves; the dragon prepares to blow more fire and it is washed over by walls of water; Dwarves throw explosives at the dragon (it does not seem to be harmed), and mine cars filled with gold are dropped on the dragon (it is not harmed); a huge amount of molten gold pours over the dragon and it sinks into a pool of the liquid.
► We see a flashback to a fire breathing dragon attacking a kingdom and blowing fire through the streets as we hear about many people dying; we see a huge arrow being prepared and aimed at the dragon as it swoops through the area; the arrow is shot and misses twice (we understand that the man shooting was killed by the dragon).
► A Wizard summons evil amongst ruins when a dark swirling cloud fills the area; he slams his stick into the ground and many Orcs appear and surround him (we see him being held in a cage later). Dwarves enter a chamber in mountain lair and they find many dead and decaying bodies of men, women and children and they are covered with cobwebs.
► A Dwarf yells at an Elf and the Elf becomes angry; we see the Elf's flesh begin to melt away exposing his bones and muscle and his eye turns white. A large man with a hazy white eye glares at another man in a pub; he and another man approach the man in a threatening manner and he reaches for his sword, but the two men are deterred when another man sits at his table. Dwarves prepare for a battle and yell at a man for the lousy weapons he has provided them.
► A huge beast (resembling a bear) bounds toward several Dwarves, a Wizard and a Hobbit; they dash inside a structure and struggle to close the door as the beast snarls and snaps at them (no one is harmed). An Orc riding a beast charges toward another Orc and the beast snarls in his face. A huge dragon comes up out of the ground and speaks in a deep gravelly voice.
► Several Dwarves in large barrels float along a river, through rapids and over a waterfall while dodging attacks from Orcs on the banks; a Hobbit falls into the water and holds onto the outside of one of the barrels; one barrel is thrown out of the water and the Dwarf inside holds a sword and spins around like a whirling dervish striking many Orcs on the river bank before landing back in the water; a Dwarf throws a large blade that hits an Orc that is about to attack an Elf.
► An Elf holds a sword to the throat of an Orc and another Elf says to keep him alive. Two Elves point arrows at each other, and then lower them. A man holds an arrow on a Dwarf and shoots toward two others (no one is harmed). Several Dwarves are chained together and taken to jail cells by Elves. Several Dwarves yell at each other and shove each other when they get lost in a dark forest. Several people stray off a path and they appear to become disoriented and agitated. A Wizard walks through an area with ruins and he chants for evil to come forth. A Wizard climbs along a stone walkway on a sheer rock wall and nearly falls.
► We see Orcs in several scenes and they have large, pointed teeth, ashen skin with deep scars and one is shown missing his lower arm with a metal weapon in its place; we also see the Orcs riding on the backs of creatures that resemble part wolf and part wild cat with large fangs. A huge beast (resembling a bear) is shown on a mountain peak watching over a valley.
► A man yelps with pain when he steps down and another man asks if it's "the gout." A Dwarf yells at a boy and says, "I'll rip your arms off." A fire-breathing dragon says, "I am fire. I am death" as it flies toward a village. An Orc says, "Kill the Dwarf scum while they sleep." A man says, "War is coming." One character asks another, "Do you thirst for Dwarf blood?" An Elf asks another Elf, "Are all the spiders dead?" A group is warned, "You will never reach the forest alive." A man warns a group not to "Stray off the path or you will never find it again." A man talks about their being a price on another man's head. A man talks about uniting the armies of the Dwarves and reclaiming their land. A man talks about his people being "enslaved for sport" and that an enemy killed his family. A man talks about his father being missing and he insists that he is still alive; another man seems to think that is not possible. People talk about "necromancers." A man uncovers a symbol painted on a tree and he seems frightened by what it means. A man refers to dark woods as being "diseased." Two Wizards talk about a "dark spell" and a "human sorcerer." A reference is made to the "defiler." An Orc talks about a Dwarf being poisoned. A character says, "I have been bled dry." We hear that "fish are scarce" and that "people are starving" in a village. People talk about "The day the dragon came." A Dwarf warns a Hobbit that "If there's a live dragon down their, don't awaken it."
► Men are shown carrying swords while walking through a village; some are packed on their backs and others are sheathed on their hips. A boy tells his father that their house is being watched.
► A Hobbit climbs a very tall tree and when he reaches the top he sees the trees in the distance thrashing as if huge creatures are moving through them. A Dwarf wakes up in a drunken stupor and knocks his head on the underside of a table when he sits up.
► We see dead animals on the ground and blood pooled along with a bloody leg on the ground. An Orc tastes a puddle on the ground and identifies it as "Dwarf blood." Several Dwarves and a Hobbit climb up and out of a toilet. Several Dwarves climb into barrels and are covered with dead fish to disguise them. A Wizard is shown with bird droppings in his hair and beard and he has a nest in his hair under his hat. A huge bee is shown landing on a Hobbit's nose and the Hobbit swats it away (he is unharmed).

LANGUAGE 1 - Name-calling (Dwarf scum, greedy, blind, mutant, fowl things, criminal, witless worm, ingrates, sniveling cowards, rabble rousers, thief, liar).

SUBSTANCE USE - People in a pub are shown with mugs of a beverage (presumably alcoholic) and some are seen drinking, Elves are shown drinking wine, a man drinks brandy, and a Dwarf wakes up from a drunken stupor and drinks a bit of brandy. Several men in a pub are shown smoking pipes (presumably tobacco), and a man smokes a pipe.

DISCUSSION TOPICS - Destiny, fate, death of a family member, greed, courage, illusions, evil, prophecy, fear, hope, greed, noble quests, attempted burglary, honor, favors, the nature of evil, questioning authority.

MESSAGE - Revenge can lead to unexpected consequences.