(The COMPANY presses on.)
DWARVES: (Singing.) This is the song that never ends. . .
(Howls offscreen.)
BILBO: Goodness, I hear wolves!
GANDALF: Their singing’s not that terrible, Bilbo.
BILBO: No, I mean, I hear fell Wargs coming to meet vengeful Goblins in this very clearing!
GANDALF: Why didn’t you just say so? Quick, up those five fir trees, everybody! (Pole vaults into a tree with his staff.)
(FILI and KILI do backflips into another tree. Everyone else begins clambering into trees.)
WARG HONCHO: (Enters the clearing with his pack, carrying a frisbee.)
BILBO: Um? Dwarves? Excuse me?
NORI: Dori, you forgot something on the ground there.
DORI: I’m not a bloody porter!
NORI: (Points.)
DORI: (Looks down at his cloak, which bears a name tag: “Hi, my name is: Dori–Official Company Porter.”) Oh. Right. Be right down! (Jumps down and pulls BILBO to safety.)
WARG HONCHO: Hey, there’s some Dwarves! (Charges to the foot of THORIN’s tree and leaps up and down.) Throw-the-frisbee, throw-the-frisbee!
THORIN: Never, foul beast!
(WARGS surround the trees, howling and snarling.)
GANDALF: (Lights a pinecone on fire.) Ooh…
THORIN: Just throw the blasted thing, you pyromaniac!
GANDALF: Oh! Right. (Hurls fiery pinecones of doom and laughs maniacally.)
WARG HONCHO: (Eyes alight with hatred and fury.) I. Just. Wanted. To. Play. Frisbee!
GOBLIN HONCHO: (Enters the clearing with his host.) I say, this looks like jolly good fun! Let’s light a fire round those interlopers, shall we, lads?
(GOBLINS drag in flammables, including branches, twigs, and an upright piano. One of the GOBLINS plays a waltz as the piano begins to crackle.)
GOBLINS: (Dancing and singing.) Fifteen birds in five fir trees. . .
WARG HONCHO: Birds, where?!
GOBLIN HONCHO: Haven’t you ever heard of metaphor, old chap?

~~~

(Cut to TAURIEL, who rides astride the EAGLE HONCHO’s back with a noble expression while her silver hair whips around her shoulders.)
TAURIEL: Thank Elbereth we are not too late.
RANDOM EAGLE: Um…how did you get here again?
TAURIEL: My Sue!sense detected trouble, causing me to urge you great Eagles to come forth from your eyries!
EAGLE HONCHO: (Under his breath.) Maybe if we humor her she’ll go away.
(Cut to GANDALF, who stands up swaying in the treetop to make his final stand.)
GOBLIN HONCHO: Hold off a moment, lads, I think he wishes to say a word.
GANDALF: Freeedomm! (Launches himself from the tree in a righteous fury while epic orchestral music swells.)
(Enter TAURIEL and EAGLES.)
TAURIEL: They are beset by Goblins and Wargs! Dive, my bold Eagles, dive!
(EAGLES drive off the GOBLINS and WARGS, while the EAGLE HONCHO catches GANDALF just before he hits the ground. Then other EAGLES pick up the DWARVES and BILBO.)
BILBO: Well, that was close. Thank you, great Eagles! I don’t suppose you’re taking us to your lofty eyries now?
EAGLE HONCHO: I’m afraid we had to cut that to make room for Tauriel’s lines.
TAURIEL: To the Carrock!
(Fade to EAGLES and TAURIEL, who are flying away from the Carrock.)
EAGLE HONCHO: I thought you were going to upstage, er, help those poor buggers we left back on the Carrock.
TAURIEL: (Noble expression.) I go where I am needed!
EAGLE HONCHO: Well, we don’t need you here. What I mean is, they need you. Back at the Carrock. Very far away from us.
TAURIEL: They do?! Mourn not, noble Gandalf, stalwart Dwarves, and bold Hobbit! (She leaps off the EAGLE HONCHO’s back and plummets to the ground two thousand feet below.)
RANDOM EAGLE: Surely she must have perished.
EAGLE HONCHO: (Solemnly.) That is not the way it works, my friend.
(EAGLES fly off into the horizon.)

~~~

(Back at the Carrock…)
GANDALF: No objections! I really must be off soon. I have other business to attend to.
THORIN: But I thought our business was the only important thing in this story.
DWARVES: (Nod and grumble.)
BILBO: Yes, what on earth are you up to?
GANDALF: Perilous, mysterious business with some other friends of mine, which may in fact relate in some as-yet-unforeseen way to your own involvement in this quest, Bilbo Baggins!
(Fade to GANDALF’s memories of his “other friends:”
~~~
GANDALF, RADAGAST, CIRDAN, GLORFINDEL and ELROND play charades on the porch of Imladris, while GALADRIEL laughs and SARUMAN rolls his eyes.)
BILBO: (Voice-over) But you’ll be back before we reach the Lonely Mountain and confront the dragon, right, Gandalf?
(Fade back to the scene by the Carrock.)
GANDALF: Oh. Yes, of course, my good Hobbit. Maybe. Hopefully.

~~~

(Cut to BEORN’s courtyard, where he stands with BILBO and GANDALF.)
GANDALF: . . . And I happened to be crossing the Misty Mountains with fourteen of my friends–
BEORN: Fourteen? I only see one. (Agitated.)
DWARVES: (All thirteen of them peer over the fence.)
BEORN: Gah! Why did you spring this on me, Gandalf? Didn’t Radagast tell you about my agoraphobia? (Breathes into a paper bag.)
(PONY trots in with a pot of honey balanced on its head.)
BEORN: (Grabs the honey, eats some, and becomes much more cheerful.) Ah well. You’re sure none of you are reps from the Pony Workers Union?
THORIN: No indeed.
BEORN: Then welcome!
GANDALF: Would it interest you to know I slew a bunch of Goblins with fiery pinecones of doom?
BEORN: (Gives GANDALF a bear hug, as it were.)
GANDALF: (Makes a squeaky noise as air is evicted from his lungs.)
BEORN: Oh! Sorry. It’s just that I’m high on life. And special honey. (Glares.) But watch your back, and don’t leave this house again tonight. (Smiles.) In the meantime, help yourself to food provided by my pony slaves, er, friends.

~~~

(Cut to the COMPANY at table, talking and singing. Merry music.)
GANDALF: (Dire.) Remember, Bilbo Baggins, it would be perilous to venture out of doors now!
BILBO: Oh, I’m quite comfortable here, anyway.
GANDALF: Good. There are strange and fell things in this world which even I cannot fully explain.
(Cut to BEORN, outside in the dark night, in the shape of a great bear. He dances happily to the music.)
(Fade to morning in the courtyard. The COMPANY looks around.)
FILI: Where did Beorn get to?
GANDALF: Well. Let’s eat his food and drink his mead until he returns. I’ve drunk at least a quart, myself. Where’s the privy?
(Cut to the COMPANY again feasting and making music that evening.)
(Cut to bear-BEORN, outside in the dark night. He dances to the music, serenading a grisly scarecrow made of branches, a Warg’s pelt, and a Goblin’s head.)
(Fade to black, then to the edge of Mirkwood.)
GANDALF: Seriously, people, I really must leave now that I’ve had my share of mead–by which I mean, in wizard code, now that I’ve seen you safely from the house of Beorn to the borders of the dark and imposing Mirkwood.
(The COMPANY grumbles. OIN and GLOIN cry in each other’s arms.)
GANDALF: Fear not, we shall meet again. Provided you stay on the path and don’t run into any enchanted streams, spiders, or hostile Wood Elves.
BILBO: But where are you going?
GANDALF: I have told you already, my good Hobbit! I’ve mysterious, pressing business with the White Council.
~~~
(Fade to GANDALF’s memories of the White Council:
They appear to be playing strip poker on the porch of Imladris. SARUMAN, evidently losing, hides behind a very large scroll and glares. Across the leagues of space and time, GALADRIEL’s voice carries faintly in memory: “All right, now everyone take a sip of wine whenever someone says the word ‘Necromancer…’”)
BILBO: (Voice over.) But Gandalf, what is the White Council?
(Fade back to the scene at Mirkwood’s edge.)
~~~
GANDALF: You ask too many questions! Good-bye! (Rides away.)
THORIN: Fine. I’m confident we can cross this vast, perilous and dreaded wood without any trouble. Right, Bombur?
BOMBUR: I have a bad feeling about this.
THORIN: Who asked you?

~~~

(Cut to a stream in the deep, dark forest. The COMPANY, except for BOMBUR, stand on the far bank. BOMBUR is still in the boat, which wobbles as he prepares to disembark.)
THORIN: Mind you don’t fall into this enchanted stream!
BOMBUR: Your razor-keen insight is–
STAG: (Leaps out!)
BOMBUR: (Jumps in surprise and falls.)
THORIN: (Shoots.) I shot a stag, everyone! Acclaim may commence.
BIFUR: But Bombur’s fallen into the water!
THORIN: Blast. Well, on the bright side, now we’ll find out what this enchanted stream actually does. For science!

~~~

(Cut to a rustic but charming meeting hall.)
GANDALF: (Strides in.) Sorry I’m late!
SARUMAN: You’re always late, and you’re never sorry.
RADAGAST: (Beams.) I think someone forgot to take his happy pill!
SARUMAN: (Murderous look.)
GANDALF: You might be late too if you had thirteen dwarves, a burglar, Goblins, Wargs, and a Mary Sue to contend with, Saruman the White!
SARUMAN: A Mary-what, Gandalf the Grey?
GANDALF: Never mind! (Fist bumps GALADRIEL, tousles RADAGAST’s hair, and begins to shake hands happily with the rest of the WHITE COUNCIL.)

~~~

(Fade to a dark path. The COMPANY presses on. DORI, NORI, and ORI carry the slumbering BOMBUR.)
GLOIN: He looks so peaceful. I wish I’d fallen in the enchanted stream.
DORI: You’d be a sight easier to carry, but good luck finding it again. We’ve been toiling for days, our food is running out, and I swear I’m not the one changing Bombur’s adult nappy next time.
THORIN: It’s time someone scaled a tree to get the lay of the land. Right, Burglar Baggins?
BILBO: Burgling and tree-climbing are entirely unrelated.
BALIN: Not true! If you see anything valuable in the tree, take it.
BILBO: (Sighs and climbs a tree. At the top, he looks out across a sea of leaves dancing in the breeze. Tiny butterflies which look as though they were wrought of black velvet flutter all around him.)
BALIN: (Offscreen.) Well?
BILBO: (Sings softly.) “Butterfly in the sky, I can go twice as high…” (A single tear wends down his cheek.)
BALIN: (Offscreen.) Well?!
BILBO: (Descends.)
BALIN: Did you find anything valuable in the tree?
BILBO: Yes, Balin. At times there’s so much beauty in Middle-Earth I feel like my poor heart can’t bear it…
DWALIN: Mkay. But did you see any end to this forest?
BILBO: No.
(Pan back to a panorama of a forested valley. Just over the ridge, the trees end.)
~~~
(Fade to a clearing, where ELVES feast at a table. Bright lanterns, music and laughter.)
RANDOM ELF: …So I says to her, “No, I’ve never been to your Valinor, blondie, and nor do I care to.”
ELVES: (Laugh.)
LEGOLAS: (Glances into the camera and smiles winningly.) I’m Legolas. I’m the King’s son. I have a legitimate reason for being here.
DWARVES: (Stagger into the clearing half-asleep.)
BOMBUR: (Sad yawn.) I want to go back to sleep again! I can’t stand my newfound existential angst! Whoa, what’s this? A feast?
LEGOLAS: (Yells.) Dad, we need to call pest control again. Better bring this one in for questioning, he looks shifty. (Grabs THORIN and skateboards away on a platter.)
ELVES: (Vanish as the lights go out.)
SPIDERS: (Descend!)
BIFUR: Oh, charming.
BILBO: Preternaturally large spiders! Good thing I have my bizarrely-obtained magic ring. (Disappears.)
SPIDERS: (Begin wrapping up the drowsy DWARVES in hideous silk.)
BOMBUR: Can I go to sleep now?
RANDOM SPIDER: Indeed you can. While you have a nice nap, perhaps I’ll help myself to a little supper! Ha! Ha! Am I not amusing, my spider comrades?
SPIDERS: Ha! Ha!
BILBO: (Disembodied voice.) Well, this just gets worse and worse, doesn’t it? (Throws a rock into the brush and then imitates a spider voice.) My spider comrades, did you hear that noise in the brush? Quick, let’s all troop single file past this bush with the red berries to investigate! Ha! Ha!
SPIDERS: Ha! Ha! (They scuttle single file past the bush where invisble!BILBO is, and each time one comes by there is a flash of steel. Soon a pile of dead spiders lies by the bush.)
BILBO: (Removes the ring.) Well! Somehow I thought that would be a much longer, scarier, and more involved incident… But, I defeated all the spiders, with the help of my trusty blade! (Holds it up solemnly. A French horn begins to play a stately rendition of “Desert Rose.”) I shall call you…Sting!
BALIN: That’s wonderful, Mr. Baggins, now do cut us out of these spider wrappings.
BILBO: (Sings and sways.) “…Those dreams are tied to a horse that will never tire–”
BALIN: Bilbo!
BILBO: Oh! Right, sorry. You’re welcome.

~~~

(Cut to WHITE COUNCIL.)
SARUMAN: I would like a recount.
GLORFINDEL: Again?
ELROND: (Glares, takes ballots out of GANDALF’s hat and begins counting.)
GANDALF: (Smokes.)
SARUMAN: Do you mind?
GANDALF: Not at all. I hope you don’t. (Smoke rings.)
ELROND: Same as last recount, Saruman, only one vote against moving upon the Necromancer.
GALADRIEL: Gee. I wonder who that could be.
SARUMAN: (Appears to be getting a contact buzz from the smoke. Sits back with a smug look.) In a direct democracy, consensus is paramount.

~~~

(Cut to Thranduil’s throne room.)
THRANDUIL: If you aren’t a spy, why will you not just tell me what you and your gang were doing in my forest?
THORIN: We’re not a gang, we’re a Company!
THRANDUIL: I don’t care if you’re a bloody gaggle, I don’t like Dwarves and I don’t like secrets.
THORIN: Well, I don’t like Elves and I don’t like bigotry, but you don’t hear me whining about it.
THRANDUIL: That’s it. Guards! Put thongs on him.
THORIN: (Eyes widen.) You wouldn’t dare.
THRANDUIL: Guards! Tie him up and chuck him in the dungeons. I shall have a similar welcome for your gaggle, Dwarf, once my son and his archers deliver them to my esteemed presence.

~~~

(Wipe to forest. The COMPANY searches.)
FILI: Thorin! Where are you, Thorin, and do you have any food?
LEGOLAS: (Offscreen.) I’d advise you all to halt at once, although I could of course shoot you right between the eyes even if you were moving at lightning speed.
KILI: This smug prettyboy again? I could split your arrow with my axe even if it was moving at the speed of an…arrow.
LEGOLAS: (Steps up and stares at KILI.) Are you an Elf?
KILI: I most certainly am not!
LEGOLAS: Are you sure?
DWALIN: Looks like somebody’s got some competition!
KILI and LEGOLAS: Shut up!
(ELVES surround the DWARVES and lead them away.)

~~~

(Fade to a corridor in Thranduil’s halls. BILBO appears, removing his ring, and looks around stealthily.)
(Music of plucked violins accompanying a montage of brief scenes: BILBO steals leftovers off Elven tables, sneaks past LEGOLAS who is using barrels for target practice, talks with DWARVES at the keyholes of their prison cells, steals more Elven leftovers including wine, dances down a corridor, and runs away from a playful wolfhound.)
(BILBO scrambles around a corner and ducks into the barrel room to elude the dog. He quickly puts his ring on, for there are two ELVES in the room. But they have been indulging heavily and don’t notice the commotion of BILBO’s entrance.)
ELF 1: …And I was all, “If that’s the way it’s going to be, you can go listen to the cry of the gull on the shore, for all I care.”
ELF 2: It is grievous, my friend. But now we need to prepare to chuck these empty barrels through the trapdoor and into the river which flows out from our stronghold.
ELF 1: Ah yes, we still had to finish emptying the last barrel, did we not?
ELF 2: Too true! I guess it will be a spell longer before we begin sending these barrels far away from our realm.
BILBO: (Voiceover.) Hmm…

~~~

(Meanwhile, at the White Council…)
GANDALF: (Smokes prodigiously.)
SARUMAN: (Glances at Gandalf’s bag of pipeweed with a strange light in his eyes, begins to lean toward it, then stops himself with a nervous glance around.)
GANDALF: Can I help you?
SARUMAN: Indeed. You can quit that repugnant habit, Mithrandir.
GANDALF: (Starts laughing so hard he begins to wheeze.) Oh me! Quit smoking? Who ever heard of such a thing?
SARUMAN: If you’ll agree to quit for as long as it takes to drive back the Necromancer, I will change my vote and we can move against him at once.
RADAGAST: You were the one voting “no?” I thought that was Celeborn!
CELEBORN: No, but I’m glad someone remembered I exist.
GALADRIEL: Now is no time for snarking. Let us prepare for the great and terrible deed that yet lies before us.
(Orchestral music and the bold yet poignant piping of a flute. The WHITE COUNCIL rise from their seats.)

~~~

(Montage. BILBO leads the DWARVES into the barrel room, where the two ELVES are fast asleep, and begins pointing to barrels. The WHITE COUNCIL sets forth into the forest. DWARVES scramble into barrels as LEGOLAS comes in to scold the sleeping ELVES. The WHITE COUNCIL draws to a halt as a dismal, menacing tower rises from the fog. The two ELVES stumble around pushing barrels through the trapdoor. As the music becomes more ominous, GANDALF and GALADRIEL exchange a solemn glance.)

~~~