The Hobbit: The Desolation of Smaug is an upcoming 2013 epic fantasy adventure film co-written, produced and directed by Peter Jackson.

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It is the second installment of a three-part film series based on J. R. R. Tolkien's 1937 novel The Hobbit, beginning with An Unexpected Journey (2012) and set to conclude with There and Back Again (2014). The three films together act as prequels to Jackson's The Lord of the Rings film series.

The storyline continues the events of An Unexpected Journey, in which the hobbit Bilbo Baggins (Martin Freeman) travels with the wizard Gandalf (Ian McKellen) and a company of thirteen dwarves led by Thorin Oakenshield (Richard Armitage) into the Kingdom of Erebor, taking them through Mirkwood, Esgaroth, and Dale to combat with the dragon Smaug (Benedict Cumberbatch).
Jackson wrote the screenplay with his longtime collaborators and Lord of the Rings co-writers Fran Walsh and Philippa Boyens, and Guillermo del Toro, originally chosen to direct the Hobbit films. The film also stars Evangeline Lilly, Lee Pace, Luke Evans, Ken Stott, James Nesbitt and Orlando Bloom.

The Hobbit: The Desolation of Smaug is scheduled to premiere on 2 December 2013 in Los Angeles, and will be released internationally from 11 December 2013. Like its predecessor, the film used a shooting and projection frame rate of 48 frames per second. The new projection rate was advertised as "High Frame Rate" to the public.

The hobbit Bilbo Baggins, along with the wizard Gandalf and the dwarf Thorin Oakenshield and his twelve companions, leave the Carrock after the events of the previous film. They continue east to the edge of the forest of Mirkwood where they encounter the skin-changer Beorn. Gandalf departs before the others enter Mirkwood where they are attacked by giant spiders and, except for Bilbo, are captured by Wood-elves. Bilbo helps the dwarves escape from the elves and they follow the forest river to Lake-town, where they me.

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