Óin, Fíli, and Bofur stay behind to attempt to heal Kíli. After Thorin convinces the townfolk and Master that they will share the riches of the recaptured mountain, the adventurers receive a grand send-off. Pooling their coins to bribe Bard to smuggle them inside Lake-town, the gang are eventually captured by the Master of the Town when they try to steal battle-worthy weaponry. Shortly after, Bilbo and the company meet Bard, a bowman and descendant of the original Lord of Dale, who was waiting to collect the empty barrels in his river barge. While trying to open the river gate, Kíli is injured by a poisoned orc arrow, fired by Bolg. Along the way, they are attacked by the Orcs lead by Bolg, who had been lying in wait. Under the cloak of his ring, Bilbo steals the keys and helps the dwarves to escape from the Elf Kingdom using empty wine barrels that float down the river. Later, Tauriel, a female elf, becomes enamoured with Kíli, evoking feelings of jealousy within Legolas, the son of the Elvenking, Thranduil. However, while fighting the attacking spiders, the dwarves are captured by the Wood-elves.
Bilbo, with the help of the One Ring, manages to free them from the webs of the spiders. After losing their way in the forest, the dwarves are captured by giant spiders. Gandalf departs before the others enter the forest of Mirkwood, urging Bilbo and the dwarves to follow the path and to wait for him before entering the mountain. He then gives his son, Bolg, the task of hunting the dwarves. Meanwhile, Azog, the leader of the Orcs, is summoned to Dol Guldur where he is given command of an orc army.
After admitting hating Orcs more than he does Dwarves, Beorn loans his horses to the company so that they can outrun the pursuing Orcs. Gandalf urges the company to seek refuge in a nearby house, which happens to be the abode of Beorn's human-form.
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