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stomachs,  and  hoist  their  empty  sacks  and  packs,  and  trudge  along  the  track 
without any great hope of ever getting to the end before they lay down and died of 
starvation.  This  they  did  all  that  day,  going  very  slowly  and  wearily,  while 
Bombur  kept  on wailing  that  his  legs would  not  carry  him  and  that  he wanted  to 
lie down and sleep. 
"No you don't!" they said. "Let your legs take their share, we have carried you 
far enough." 
All  the same he suddenly refused  to go a step further and flung himself on  the 
ground.  "Go  on,  if  you  must,"  he  said.  "I'm  just  going  to  lie  here  and  sleep  and 
dream of food, if I can't get it any other way. I hope I never wake up again." 
At that very moment Balin, who was a little way ahead, called out: "What was 
that? I thought I saw a twinkle of light in the forest." 
They  all  looked,  and  a  longish  way  off,  it  seemed,  they  saw  a  red  twinkle  in


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lost  and  never  finding  his  friends  again.  In  the  end,  in  spite  of  warnings,  hunger 
decided  them,  because  Bombur  kept  on  describing  all  the  good  things  that  were 
being eaten, according to his dream, in the woodland feast; so they all left the path 
and plunged into the forest together.  
After  a  good  deal  of  creeping  and  crawling  they  peered  round  the  trunks  and 
looked  into  a  clearing where  some  trees  had  been  felled  and  the  ground  levelled. 
There were many people there, elvish-looking folk, all dressed in green and brown 
and  sitting  on  sawn  rings  of  the  felled  trees  in  a  great  circle.  There was  a  fire  in 
their midst  and  there were  torches  fastened  to  some  of  the  trees  round  about;  but 
most splendid sight of all: they were eating and drinking and laughing merrily.  
The smell of the roast meats was so enchanting that, without waiting to consult


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full blaze of the fire and torches. It was no good. Out went all the lights again and 
complete darkness fell. If  it had been difficult collecting  themselves before,  it was 
far  worse  this  time.  And  they  simply  could  not  find  the  hobbit.  Every  time  they 
counted  themselves  it  only  made  thirteen.  They  shouted  and  called:  "Bilbo 
Baggins!  Hobbit!  You  dratted  hobbit!  Hi!  hobbit,  confusticate  you,  where  are 
you?" and other things of that sort, but there was no answer.  
They were just giving up hope, when Dori stumbled across him by sheer luck. 
In the dark he fell over what he thought was a log, and he found it was the hobbit 
curled  up  fast  asleep.  It  took  a  deal  of  shaking  to  wake  him,  and  when  he  was 
awake he was not pleased at all. 
"I  was  having  such  a  lovely  dream,"  he  grumbled,  "all  about  having  a  most 
gorgeous dinner." 
"Good  heavens!  he  has  gone  like  Bombur,"  they  said.  "Don't  tell  us  about


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while people he could not see or  feel were doing  the same all  round him  (with an 
occasional "Bilbo!" thrown in). But the cries of the others got steadily further and 
fainter,  and  though  after  a while  it  seemed  to  him  they  changed  to  yells and cries 
for help  in  the  far distance, all noise at  last died  right away, and he was  left alone 
in complete silence and darkness. 
 
That was  one  of  his most miserable moments. But  he  soon made  up  his mind 
that  it was no good  trying  to do  anything  till  day came with some  little  light, and 
quite  useless  to  go  blundering  about  tiring  himself  out  with  no  hope  of  any 
breakfast to revive him. So he sat himself down with his back to a tree, and not for 
the  last  time  fell  to  thinking  of  his  far-distant  hobbit-hole  with  its  beautiful 
pantries. He was deep in thoughts of bacon and eggs and toast and butter when he


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of  the bottoms of some of  the bundles, or here and  there  the  tip of a nose, or a bit 
of beard or of a hood. 
To the fattest of these bundles the spider went--"It is poor old Bombur, I'll bet," 
thought Bilbo  –  and  nipped  hard  at  the  nose  that  stuck  out. There was  a muffled 
yelp  inside,  and  a  toe  shot  up  and  kicked  the  spider  straight  and  hard. There was 
life  in  Bombur  still.  There  was  a  noise  like  the  kicking  of  a  flabby  football,  and 
the  enraged spider  fell off  the branch, only catching  itself with  its own  thread  just 
in time. 
The  others  laughed.  "You  were  quite  right,"  they  said,  "the  meat's  alive  and 
kicking!"                        " 
"I'll  soon  put  an  end  to  that,"  hissed  the  angry  spider  climbing  back  onto  the 
branch. 
Bilbo  saw  that  the moment  had  come  when  he must  do  something.  He  could 
not  get  up  at  the  brutes  and  he  had  nothing  to  shoot  with;  but  looking  about  he


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that? I thought I saw a twinkle of light in the forest." 
They  all  looked,  and  a  longish  way  off,  it  seemed,  they  saw  a  red  twinkle  in 
the dark; then another and another sprang out beside it. Even Bombur got up, and 
they hurried along then, not caring if it was trolls or goblins. The light was in front 
of them and to the left of the path, and when at last they had drawn level with it, it 
seemed  plain  that  torches  and  fires were  burning  under  the  trees, but a good way 
off their track.


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####-The  next  stone  went  whizzing  through  a  big  web,  snapping  its  cords,  and 
taking off the spider sitting in the middle of it, whack, dead. After that there was a 
deal  of  commotion  in  the  spider-colony,  and  they  forgot  the  dwarves  for  a  bit,  I 
can  tell  you.  They  could  not  see Bilbo,  but  they  could make  a  good  guess  at  the 
direction  from  which  the  stones  were  coming.  As  quick  as  lightning  they  came 
running  and  swinging  towards  the  hobbit,  flinging  out  their  long  threads  in  all 
directions,  till  the  air  seemed  full  of waving  snares. Bilbo,  however,  soon  slipped 
away to a different place. The idea came to him to lead the furious spiders further 
and further away from the dwarves, if he could; to make them curious, excited and 
angry  all  at  once. When  about  fifty  had  gone  off  to  the  place where  he  had  stood 
before, he threw some more stones at these, and at others that had stopped behind;


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After  that he  set out  to  explore. The  forest was grim  and  silent, but obviously 
he  had  first  of  all  to  look  for  his  friends,  who  were  not  likely  to  be  very  far  off, 
unless they had been made prisoners by the elves (or worse things). 
Bilbo  felt  that  it was unsafe  to  shout,  and he  stood  a  long while wondering  in 
what direction the path lay,  and in what direction he should go first to look for the 
dwarves.  "O!  why  did  we  not  remember  Beorn's  advice,  and  Gandalf's!"  he 
lamented.  "What  a mess we  are  in  now! We!  I  only wish  it was we:  it  is  horrible 
being all alone." 
In the end he made as good a guess as he could at the direction from which the 
cries for help had come in the night – and by luck (he was born with a good share 
of  it) be guessed more or  less  right, as you will  see. Having made up his mind he 
crept  along  as  cleverly  as  he  could.  Hobbits  are  clever  at quietness,  especially  in


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With  that  he  turned  and  found  that  the  last  space  between  two  tall  trees  had 
been closed with a web-but luckily not a proper web, only great strands of double-
thick  spider-rope  run  hastily  backwards  and  forwards  from  trunk  to  trunk.  Out 
came his little' sword. He slashed the threads to pieces and went off singing. 
The spiders saw the sword, though I don't suppose they knew what it was, and 
at once the whole lot of them came hurrying after the hobbit along the ground and 
the branches, hairy legs waving, nippers and spinners snapping, eyes popping, full 
of froth and rage. They followed him into the forest until Bilbo had gone as far as 
he dared. 
Then quieter than a mouse he stole back. He had precious little time, he knew, 
before  the  spiders were disgusted and came back  to  their  trees where  the dwarves 
were hung. In the meanwhile he had to rescue them. The worst part of the job was


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"I  was  having  such  a  lovely  dream,"  he  grumbled,  "all  about  having  a  most 
gorgeous dinner." 
"Good  heavens!  he  has  gone  like  Bombur,"  they  said.  "Don't  tell  us  about 
dreams. Dream-dinners aren't any good, and we can't share them." 
"They  are  the best  I  am  likely  to get  in  this beastly place," he muttered,  as he 
lay  down  beside  the  dwarves  and  tried  to  go  back  to  sleep  and  find  his  dream 
again.  But  that  was  not  the  last  of  the  lights  in  the  forest.  Later  when  the  night 
must  have  been  getting  old,  Kili  who  was  watching  then,  came  and  roused  them 
all again, saying: 
"There's a regular blaze of light begun not far away – hundreds of torches and 
many fires must have been lit suddenly and by magic. And hark to the singing and 
the harps!" 
After lying and listening for a while, they found they could not resist the desire


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branch. 
Bilbo  saw  that  the moment  had  come  when  he must  do  something.  He  could 
not  get  up  at  the  brutes  and  he  had  nothing  to  shoot  with;  but  looking  about  he 
saw  that  in  this place  there were many  stones  lying  in what appeared  to be  a now 
dry little watercourse. Bilbo was a pretty fair shot with a stone, and it did not take 
him long to find a nice smooth egg-shaped one that fitted his hand cosily.  
As  a  boy  he  used  to  practise  throwing  stones  at  things,  until  rabbits  and 
squirrels,  and even birds, got out of his way as quick as  lightning  if  they saw him 
stoop;  and  even  grownup  he  had  still  spent  a  deal  of  his  time  at  quoits,  dart-
throwing,  shooting  at  the  wand,  bowls,  ninepins  and  other  quiet  games  of  the 
aiming  and  throwing  sort-indeed  he  could  do  lots  of  things,  besides  blowing 
smoke-rings, asking riddles and cooking, that I haven't had time to tell you about.


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the  last  time  fell  to  thinking  of  his  far-distant  hobbit-hole  with  its  beautiful 
pantries. He was deep in thoughts of bacon and eggs and toast and butter when he 
felt something touch him. Something like a strong sticky string was against his left 
hand,  and when  he  tried  to move  he  found  that  his  legs were  already wrapped  in 
the same stuff, so that when he got up he fell over.  
Then  the great  spider, who had been busy  tying him up while he dozed, came 
from  behind  him  and  came  at  him.  He  could  only  see  the  things's  eyes,  but  he 
could  feel  its  hairy  legs  as  it  struggled  to wind  its  abominable  threads  round  and 
round him. It was lucky that he had come to his senses in time. Soon he would not 
have  been  able  to  move  at  all.  As  it  was,  he  had  a  desperate  fight  before  he  got 
free.  He  beat  the  creature  off  with  his  hands-it  was  trying  to  poison  him  to  keep


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most splendid sight of all: they were eating and drinking and laughing merrily.  
The smell of the roast meats was so enchanting that, without waiting to consult 
one  another,  every  one  of  them  got  up  and  scrambled  forwards  into  the  ring with 
the  one  idea  of  begging  for  some  food.  No  sooner  had  the  first  stepped  into  the 
clearing  than all  the  lights went out as  if by magic. Somebody kicked the fire and 
it  went  up  in  rockets  of  glittering  sparks  and  vanished.  They  were  lost  in  a 
completely  lightless dark and  they could not even find one another, not for a  long 
time  at  any  rate.  After  blundering  frantically  in  the  gloom,  falling  over  logs, 
bumping  crash  into  trees,  and  shouting  and  calling  till  they  must  have  waked 
everything  in  the  forest  for miles,  at  last  they managed  to  gather  themselves  in  a 
bundle  and  count  themselves  by  touch.  By  that  time  they  had,  of  course,  quite


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of  it) be guessed more or  less  right, as you will  see. Having made up his mind he 
crept  along  as  cleverly  as  he  could.  Hobbits  are  clever  at quietness,  especially  in 
woods,  as  1.  have  already  told  you;  also  Bilbo  had  slipped  on  his  ring  before  he 
started. That is why the spiders neither saw nor heard him coming. 
He had picked his way stealthily 'for some distance, when he noticed a place of 
dense  black  shadow  ahead  of  him  black  even  for  that  forest,  like  a  patch  of 
midnight  that had never been cleared away. As he drew nearer, he saw  that  it was 
made  by  spider-webs one behind  and over  and  tangled with  another. Suddenly he 
saw,  too,  that  there  were  spiders  huge  and  horrible  sitting  in  the  branches  above 
him,  and  ring  or  no  ring  he  trembled  with  fear  lest  they  should  discover  him. 
Standing behind a tree he watched a group of them for some time, and then in the


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####-arms and  legs as he danced on  the  spider-string under his armpits, just like one of 
those funny toys bobbing on a wire. 
Somehow  or  other  Fili  was  got  on  to  the  branch,  and  then  he  did  his  best  to 
help  the hobbit,  although he was  feeling very  sick  and  ill  from  spider-poison, and 
from  hanging  most  of  the  night  and  the  next  day  wound  round  and  round  with 
only his nose to breathe through. It took him ages to get the beastly stuff out of his 
eyes and eyebrows, and as for his beard, he had to cut most of it off. Well, between 
them  they started  to haul up  first one dwarf and  then another and slash  them  free. 
None  of  them were  better  off  than  Fili,  and  some  of  them were worse.  Some  had 
hardly  been  able  to breathe  at  all  (long noses  are  sometimes useful you  see),  and 
some had been more poisoned. 
In  this  way  they  rescued  Kili,  Bifur,  Bofur,  Don  and  Nori.  Poor  old  Bombur


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angry  all  at  once. When  about  fifty  had  gone  off  to  the  place where  he  had  stood 
before, he threw some more stones at these, and at others that had stopped behind; 
then dancing among  the  trees he began  to  sing a  song  to  infuriate  them and bring 
them all after him, and also to let the dwarves hear his voice. 
This is what he sang:


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before  the  spiders were disgusted and came back  to  their  trees where  the dwarves 
were hung. In the meanwhile he had to rescue them. The worst part of the job was 
getting up on to the long branch where the bundles were dangling. I don't suppose 
he would  have managed  it,  if  a  spider  had  not  luckily  left  a  rope  hanging  down; 
with  its  help,  though  it  stuck  to  his  hand  and  hurt  him,  he  scrambled  up-only  to 
meet  an old  slow wicked  fat-bodied spider who had remained behind to guard the 
prisoners, and had been busy pinching them to see which was the juiciest to eat. It 
had  thought of starting  the feast while  the others were away, but Mr. Baggins was 
in  a  hurry,  and  before  the  spider  knew  what  was  happening  it  felt  his  sting  and 
rolled off  the branch dead. Bilbo's next  job was  to  loose  a dwarf. What was he  to 
do?  If  he  cut  the  string  which  hung  him  up,  the  wretched  dwarf  would  tumble


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aiming  and  throwing  sort-indeed  he  could  do  lots  of  things,  besides  blowing 
smoke-rings, asking riddles and cooking, that I haven't had time to tell you about. 
There  is  no  time  now.  While  he  was  picking  up  stones,  the  spider  had  reached 
Bombur,  and  soon  he  would  have  been  dead.  At  that  moment  Bilbo  threw.  The 
stone struck the spider plunk on the head, and it dropped senseless off the tree, flop 
to the ground, with all its legs curled up.


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some had been more poisoned. 
In  this  way  they  rescued  Kili,  Bifur,  Bofur,  Don  and  Nori.  Poor  old  Bombur 
was  so  exhausted-he was  the  fattest  and  had  been  constantly  pinched  and  poked-
that  he  just  rolled off  the branch  and  fell plop on  to  the ground,  fortunately on  to 
leaves,  and  lay  there.  But  there were  still  five  dwarves  hanging  at  the  end  of  the 
branch  when  the  spiders  began  to  come  back,  more  full  of  rage  than  ever.  Bilbo 
immediately  went  to  the  end  of  the  branch  nearest  the  tree-trunk  and  kept  back 
those that crawled up. He had taken off his ring when he rescued Fili and forgotten 
to put it on again, so now they all began to splutter and hiss: 
"Now  we  see  you,  you  nasty  little  creature!  We  will  eat  you  and  leave  your 
bones and skin hanging on a tree. Ugh! he's got a sting has he? Well, we'll get him 
all the same, and then we'll hang him head downwards for a day or two."


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everything  in  the  forest  for miles,  at  last  they managed  to  gather  themselves  in  a 
bundle  and  count  themselves  by  touch.  By  that  time  they  had,  of  course,  quite 
forgotten  in what direction  the path  lay,  and  they were  all hopelessly  lost,  at  least 
till morning. 
There was nothing for it but to settle down for the night where they were; they 
did not  even dare  to  search on  the ground  for  scraps of  food  for  fear of becoming 
separated again. But they had not been lying long, and Bilbo was only just getting 
drowsy, when Dori, whose turn it was to watch first, said in a loud whisper: 
"The  lights  are  coming  out  again  over  there,  and  there  are more  than  ever  of 
them."


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Old fat spider spinning in a tree! 
Old fat spider can't see me! 
Attercop! Attercop! 
Won't you stop, 
Stop your spinning and look for me! 
 
Old Tomnoddy, all big body,  
Old Tomnoddy can't spy me! 
Attercop! Attercop! 
Down you drop! 
You'll never catch me up your tree!


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have  been  able  to  move  at  all.  As  it  was,  he  had  a  desperate  fight  before  he  got 
free.  He  beat  the  creature  off  with  his  hands-it  was  trying  to  poison  him  to  keep 
him  quiet,  as  small  spiders  do  to  flies-until he  remembered his  sword  and drew  it 
out. Then the spider jumped back, and he had time to cut his legs loose. After that 
it was  his  turn  to  attack.  The  spider  evidently was  not  used  to  things  that carried 
such stings at  their sides, or  it would have hurried away quicker. Bilbo came at  it 
before  it  could  disappear  and  struck  it  with  his  sword  right  in  the  eyes.  Then  it 
went mad  and  leaped  and  danced  and  flung  out  its  legs  in  horrible  jerks, until he


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him,  and  ring  or  no  ring  he  trembled  with  fear  lest  they  should  discover  him. 
Standing behind a tree he watched a group of them for some time, and then in the 
silence  and  stillness  of  the  wood  he  realised  that  these  loathsome  creatures  were 
speaking one to another. Their voices were a sort of thin creaking and hissing, but 
he could make out many of  the words  that  they said. They were  talking about  the 
dwarves! 
"It was  a  sharp  struggle, but worth  it,"  said one.  "What nasty  thick  skins  they 
have to be sure, but I'll wager there is good juice inside."


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####-Down the dwarves scrambled or jumped or dropped, eleven all in a heap, most 
of  them  very  shaky  and  little  use  on  their  legs. There  they were  at  last,  twelve  of 
them counting poor old Bombur, who was being propped up on either  side by his 
cousin Bifur, and his brother Bofur; and Bilbo was dancing about and waving his 
Sting;  and  hundreds  of  angry  spiders were  goggling  at  them  all  round  and  about 
and above. It looked pretty hopeless. 
Then  the  battle  began. Some  of  the  dwarves  had  knives,  and some had sticks, 
and  all  of  them  could  get  at  stones;  and  Bilbo  had  his  elvish  dagger.  Again  and 
again  the spiders were beaten off, and many of  them were killed. But  it could not 
go  on  for  long. Bilbo was  nearly  tired  out;  only  four  of  the  dwarves were  able to 
stand firmly, and soon they would all be overpowered like weary flies. Already the


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rolled off  the branch dead. Bilbo's next  job was  to  loose  a dwarf. What was he  to 
do?  If  he  cut  the  string  which  hung  him  up,  the  wretched  dwarf  would  tumble 
thump to the ground a good way below. Wriggling along the branch (which made 
all the poor dwarves dance and dangle like ripe fruit) he reached the first bundle. 
"Fili  or  Kili,"  he  thought  by  the  tip  of  a  blue  hood  sticking  out  at  the  top. 
"Most  likely Fili," he  thought by  the  tip of a  long nose poking out of  the winding 
threads. He managed by  leaning over  to cut most of  the strong sticky  threads  that 
bound  him  round,  and  then,  sure  enough, with  a  kick  and  a  struggle most  of  Fili 
emerged.  I  am  afraid  Bilbo  actually  laughed  at  the  sight  of  him  jerking  his  stiff


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bones and skin hanging on a tree. Ugh! he's got a sting has he? Well, we'll get him 
all the same, and then we'll hang him head downwards for a day or two." 
While  this  was  going  on,  the  other  dwarves  were  working  at  the  rest  of  the 
captives,  and  cutting  at  the  threads  with  their  knives.  Soon  all  would  be  free, 
though  it  was  not  clear  what  would  happen  after  that.  The  spiders  had  caught 
them  pretty  easily  the  night  before,  but  that  had  been  unawares  and  in  the  dark. 
This time there looked like being a horrible battle. 
Suddenly  Bilbo  noticed  that  some  of  the  spiders  had  gathered  round  old 
Bombur on the floor, and had tied him up again and were dragging him away. He 
gave  a  shout  and  slashed  at  the  spiders  in  front  of  him.  They  quickly  gave way, 
and  he  scrambled  and  fell  down  the  tree  right  into  the  middle  of  those  on  the


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####-"Go  on!  Go  on!"  he  shouted.  "I  will  do  the  stinging!"  And  he did. He darted 
backwards  and  forwards,  slashing  at  spider-threads,  hacking  at  their  legs,  and 
stabbing  at  their  fat  bodies  if  they  came  too  near.  The  spiders  swelled  with  rage, 
and  spluttered  and  frothed,  and  hissed  out  horrible  curses;  but  they  had  become 
mortally afraid of Sting, and dared not come very near, now that it had come back. 
So curse as  they would,  their prey moved slowly but steadily away. It was a most 
terrible business, and seemed to take hours. But at last, just when Bilbo felt that he 
could  not  lift  his  hand  for  a  single  stroke  more,  the  spiders  suddenly  gave  it  up, 
and followed them no more, but went back disappointed to their dark colony.  
The  dwarves  then  noticed  that  they  had  come  to  the  edge  of  a  ring where  elf-
fires  had  been.  Whether  it  was  one  of  those  they  had  seen  the  night  before,  they


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many fires must have been lit suddenly and by magic. And hark to the singing and 
the harps!" 
After lying and listening for a while, they found they could not resist the desire 
to  go  nearer  and  try  once  more  to  get  help.  Up  they  got  again;  and  this  time  the 
result  was  disastrous.  The  feast  that  they  now  saw  was  greater  and  more 
magnificent  than before;  and  at  the head of  a  long  line of  feasters  sat  a woodland 
king  with  a  crown  of  leaves  upon  his  golden  hair,  very  much  as  Bombur  had 
described the figure in his dream. The elvish folk were passing bowls from hand to


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####-come into Bilbo's tired head. He just sat staring in front of him at the endless trees; 
and  after  a while  they  all  fell  silent  again. All  except Balin. Long  after  the others 
had  stopped  talking  and  shut  their  eyes,  he  kept  on  muttering  and  chuckling  to 
himself. 
"Gollum! Well I'm blest! So that's how he sneaked past me is it? Now I know! 
Just  crept  quietly  along  did  you,  Mr.  Baggins?  Buttons  all  over  the  doorstep? 
Good  old  Bilbo-Bilbo-Bilbo-bo-bo-bo–"  And  then  he  fell  asleep,  and  there  was 
complete silence for a long time. 
All  of  a  sudden Dwalin  opened  an  eye,  and  looked  round  at  them.  "Where  is 
Thorin?"  he  asked.  It  was  a  terrible  shock.  Of  course  there  were  only  thirteen of 
them,  twelve dwarves and  the hobbit. Where  indeed was Thorin? They wondered 
what  evil  fate  had  befallen  him,  magic  or  dark  monsters;  and  shuddered  as  they


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go  on  for  long. Bilbo was  nearly  tired  out;  only  four  of  the  dwarves were  able to 
stand firmly, and soon they would all be overpowered like weary flies. Already the 
spiders were beginning to weave their webs all round them again from tree to tree. 
In the end Bilbo could think of no plan except to let the dwarves into the secret of 
his ring. He was rather sorry about it, but it could not be helped. 
"I  am  going  to  disappear,"  he  said.  "I  shall  draw  the  spiders  off,  if  I  can;  and 
you must keep  together  and make  in  the opposite direction. To  the  left  there,  that 
is more or less the way towards the place where we last saw the elf-fires." 
It was difficult to get them to understand, what with their dizzy heads, and the 
shouts, and the whacking of sticks and the throwing of stones; but at last Bilbo felt 
he  could  delay  no  longer-the  spiders  were  drawing  their  circle  ever  closer.  He


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####-In  a  great  cave  some  miles  within  the  edge  of  Mirkwood  on  its  eastern  side 
there  lived  at  this  time  their  greatest  king. Before  his  huge  doors  of  stone  a  river 
ran  out  of  the  heights  of  the  forest  and  flowed on  and out  into  the marshes  at  the 
feet of the high wooded lands. This great cave, from which countless smaller ones 
opened  out  on  every  side,  wound  far  underground  and  had  many  passages  and 
wide  halls;  but  it was  lighter  and more wholesome  than  any  goblin-dwelling, and 
neither so deep nor so dangerous. In fact the subjects of the king mostly lived and 
hunted  in  the  open  woods,  and  had  houses  or  huts  on  the  ground  and  in  the 
branches. The  beeches were  their  favourite  trees. The  king's  cave  was his palace, 
and  the  strong  place  of  his  treasure,  and  the  fortress  of  his  people  against  their 
enemies.


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gave  a  shout  and  slashed  at  the  spiders  in  front  of  him.  They  quickly  gave way, 
and  he  scrambled  and  fell  down  the  tree  right  into  the  middle  of  those  on  the 
ground. His  little sword was something new  in  the way of stings for  them. How  it 
darted  to  and  fro!  It  shone with  delight  as  he  stabbed  at  them. Half  a  dozen were 
killed before the rest drew off and left Bombur to Bilbo. 
"Come  down! Come  down!"  he  shouted  to  the  dwarves  on  the  branch.  "Don't 
stay up  there and be netted!" For he saw spiders swarming up all  the neighboring 
trees, and crawling along the boughs above the heads of the dwarves.


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The  dwarves  then  noticed  that  they  had  come  to  the  edge  of  a  ring where  elf-
fires  had  been.  Whether  it  was  one  of  those  they  had  seen  the  night  before,  they 
could  not  tell. But  it  seemed  that  some  good magic  lingered  in  such  spots, which 
the spiders did not like. At any rate here the light was greener, and the boughs less 
thick and threatening, and they had a chance to rest and draw breath. 
There they lay for some time, puffing and panting. put very soon they began to 
ask questions. They had to have the whole vanishing business carefully explained, 
and  the  finding  of  the  ring  interested  them  so  much  that  for  a  while  they  forgot 
their own troubles. Balin in particular insisted on having the Gollum story, riddles 
and  all,  told  all  over  again, with  the  ring  in  its  proper  place. But  after  a  time  the 
light  began  to  fail,  and  then  other  questions  were  asked.  Where  were  they,  and


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branches. The  beeches were  their  favourite  trees. The  king's  cave  was his palace, 
and  the  strong  place  of  his  treasure,  and  the  fortress  of  his  people  against  their 
enemies. 
It was  also  the  dungeon  of  his  prisoners.  So  to  the  cave  they  dragged Thorin-
not  too  gently,  for  they  did  not  love  dwarves,  and  thought  he  was  an  enemy.  In 
ancient days  they had had wars with some of  the dwarves, whom  they accused of 
stealing  their  treasure.  It  is  only  fair  to  say  that  the  dwarves  gave  a  different 
account, and said that they only took what was their due, for the elf-king had bar- 
gained with  them  to  shape  his  raw  gold  and  silver,  and  had  afterwards  refused  to 
give  them  their  pay.  If  the  elf-king had  a weakness  it was  for  treasure,  especially 
for  silver  and  white  gems;  and  though  his  hoard  was  rich,  he  was  ever  eager  for


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shouts, and the whacking of sticks and the throwing of stones; but at last Bilbo felt 
he  could  delay  no  longer-the  spiders  were  drawing  their  circle  ever  closer.  He 
suddenly  slipped  on  his  ring,  and  to  the  great  astonishment  of  the  dwarves  he 
vanished. 
Soon  there  came  the  sound  of  "Lazy  Lob"  and  "Attercop"  from  among  the 
trees  away  on  the  right.  That  upset  the  spiders  greatly. They  stopped  advancing, 
and  some,  went  off  in  the  direction  of  the  voice.  "Attercop" made  them  so  angry 
that  they  lost  their wits. Then Balin, who had grasped Bilbo's plan better  than  the 
rest, led an attack. The dwarves huddled together in a knot, and sending a shower 
of  stones  they  drove  at  the  spiders  on  the  left,  and  burst  through  the  ring.  Away 
behind them now the shouting and singing suddenly stopped. 
Hoping  desperately  that Bilbo  had  not  been  caught  the  dwarves went  on. Not


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####-those  of  the  goblin-cities:  they  were  smaller,  less  deep  underground,  and  filled 
with  a  cleaner  air.  In  a  great  hall with  pillars  hewn  out  of  the  living  stone  sat  the 
Elvenking on a chair of carven wood. On his head was a crown of berries and red 
leaves,  for  the  autumn  was  come  again.  In  the  spring  he  wore  a  crown  of 
woodland flowers. In his hand he held a carven staff of oak. 
The prisoners were brought before him; and though he looked grimly at them, 
he  told  his  men  to  unbind  them,  for  they  were  ragged  and  weary.  "Besides  they 
need no ropes in here," said he. "There is no escape from my magic doors for those 
who are once brought inside." 
Long and searchingly he questioned the dwarves about their doings, and where 
they were going to, and where they were coming from; but he got little more news 
out  of  them  than  out  of  Thorin.  They  were  surly  and  angry  and  did  not  even 
pretend to be polite.


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The day  after  the battle with  the  spiders Bilbo  and  the dwarves made one  last 
despairing effort  to find a way out before  they died of hunger and  thirst. They got 
up  and  staggered  on  in  the  direction  which  eight  out  of  the  thirteen  of  them 
guessed to be the one in which the path lay; but they never found out if they were 
right.  Such  day  as  there  ever  was  in  the  forest  was  fading  once  more  into  the 
blackness of night, when  suddenly out  sprang  the  light of many  torches  all  round 
them,  like  hundreds  of  red  stars.  Out  leaped  Wood-elves  with  their  bows  and 
spears and called the dwarves to halt. 
There  was  no  thought  of  a  fight.  Even  if  the  dwarves  had  not  been  in  such  a 
state  that  they  were  actually  glad  to  be  captured,  their  small  knives,  the  only 
weapons  they had, would have been of no use against  the arrows of  the elves  that


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and  all,  told  all  over  again, with  the  ring  in  its  proper  place. But  after  a  time  the 
light  began  to  fail,  and  then  other  questions  were  asked.  Where  were  they,  and 
where was their path, and where was there any food, and what were they going to 
do  next?  These  questions  they  asked  over  and  over  again,  and  it  was  from  little 
Bilbo  that  they seemed  to expect  to get  the answers. From which you can see  that 
they had changed their opinion of Mr. Baggins very much, and had begun to have 
a  great  respect  for  him  (as  Gandalf  had  said  they  would).  Indeed  they  really 
expected  him  to  think  of  some  wonderful  plan  for  helping  them,  and  were  not 
merely  grumbling.  They  knew  only  too  well  that  they  would  soon  all  have  been 
dead, if it had not been for the hobbit; and they thanked him many times. Some of 
them even got up and bowed right to the ground before him, though they fell over


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give  them  their  pay.  If  the  elf-king had  a weakness  it was  for  treasure,  especially 
for  silver  and  white  gems;  and  though  his  hoard  was  rich,  he  was  ever  eager  for 
more, since he  had not yet  as great  a  treasure  as other  elf-lords of old. His people 
neither mined nor worked metals or jewels, nor did they bother much with trade or 
with  tilling  the  earth.  All  this  was  well  known  to  every  dwarf,  though  Thorin's 
family had had nothing  to do with the old quarrel I have spoken of. Consequently 
Thorin was angry at their treatment of him, when they took their spell off him and 
he came  to his senses; and also he was determined  that no word of gold or  jewels 
should be dragged out of him. 
The  king  looked  sternly  on  Thorin,  when  he  was  brought  before  him,  and 
asked him many questions. But Thorin would only say that he was starving. 
"Why  did  you  and  your  folk  three  times  try  to  attack  my  people  at  their


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state  that  they  were  actually  glad  to  be  captured,  their  small  knives,  the  only 
weapons  they had, would have been of no use against  the arrows of  the elves  that 
could  hit  a  bird's  eye  in  the  dark. So  they  simply  stopped  dead  and  sat  down  and 
waited-all except Bilbo, who popped on his ring and slipped quickly to one side. 
That  is why, when  the  elves bound  the dwarves  in  a  long  line, one behind  the 
other,  and  counted  them,  they  never  found  or  counted  the  hobbit.  Nor  did  they 
hear  or  feel  him  trotting  along  well  behind  their  torch-light  as  they  led  off  their 
prisoners  into  the  forest.  Each  dwarf  was  blindfold,  but  that  did  not  make  much 
difference,  for  even Bilbo with  the  use  of  his  eyes  could  not  see where  they were 
going,  and  neither  he  nor  the  others  knew  where  they  had  started  from  anyway.


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they were going to, and where they were coming from; but he got little more news 
out  of  them  than  out  of  Thorin.  They  were  surly  and  angry  and  did  not  even 
pretend to be polite. 
"What  have  we  done,  O  king?"  said  Balin,  who  was  the  eldest  left.  "Is  it  a 
crime  to  be  lost  in  the  forest,  to  be  hungry  and  thirsty,  to  be  trapped  by  spiders? 
Are  the  spiders your  tame beasts or your pets,  if killing  them makes you  angry?" 
Such a question of course made the king angrier than ever, and he answered: "It is 
a crime  to wander  in my  realm without  leave. Do you  forget  that you were  in my 
kingdom,  using  the  road  that  my  people  made?  Did  you  not  three  times  pursue 
and  trouble  my  people  in  the  forest  and  '  rouse  the  spiders  with  your  riot  and 
clamour?  After  all  the  disturbance  you  have  made  I  have  a  right  to  know  what


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behind them now the shouting and singing suddenly stopped. 
Hoping  desperately  that Bilbo  had  not  been  caught  the  dwarves went  on. Not 
fast enough, though. They were sick and weary, and they could not go much better 
than a hobble and a wobble, though many of the spiders were close behind. Every 
now  and  then  they  had  to  turn  and  fight  the  creatures  that were  overtaking  them 
and  already  some  spiders  were  in  the  trees  above  them  and  throwing  down  their 
long clinging threads. 
Things  were  looking  pretty  bad  again,  when  suddenly  Bilbo  appeared  and 
charged into the astonished spiders unexpectedly from the side.


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Not very good perhaps, but then you must remember that he had to make it up 
himself, on  the  spur of  a very  awkward moment.  It did what he wanted  any way. 
As he  sang he  threw  some more  stones  and  stamped. Practically  all  the  spiders  in 
the  place  came  after  him:  some  dropped  to  the  ground,  others  raced  along  the 
branches, swung  from  tree  to  tree, or cast new  ropes across  the dark spaces. They 
made  for his noise  far quicker  than he had expected. They were  frightfully angry. 
Quite  apart  from  the  stones  no  spider  has  ever  liked  being  called  Attercop,  and 
Tomnoddy of course is insulting to anybody.  
Off  Bilbo  scuttled  to  a  fresh  place,  but  several  of  the  spiders  had  run  now  to 
different points in the glade where they lived, and were busy spinning webs across 
all  the  spaces  between  the  tree-stems.  Very  soon  the  hobbit would be  caught  in  a


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dead, if it had not been for the hobbit; and they thanked him many times. Some of 
them even got up and bowed right to the ground before him, though they fell over 
with  the  effort,  and  could  not  get  on  their  legs  again  for  some  time. Knowing  the 
truth about  the vanishing did not  lessen  their opinion of Bilbo at all;  for  they saw 
that  he  had  some  wits,  as  well  as  luck  and  a  magic  ring-and  all  three  are  very 
useful possessions. In fact they praised him so much that Bilbo began to feel there 
really  was  something  of  a  bold  adventurer  about  himself  after  all,  though  he  I 
would have felt a lot bolder still, if there had been anything to eat. 
But there was nothing, nothing at all; and none of them Were fit to go and look 
for  anything,  or  to  search  for  the  lost  path.  The  lost  path!  No  other  idea  would


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asked him many questions. But Thorin would only say that he was starving. 
"Why  did  you  and  your  folk  three  times  try  to  attack  my  people  at  their 
merrymaking?" asked the king. 
"We  did  not  attack  them,"  answered  Thorin;  "we  came  to  beg,  because  we 
were starving." 
"Where are your friends now, and what are they doing?" 
"I don't know, but I expect starving in the forest." 
"What were you doing in the forest?" 
"Looking for food and drink, because we were starving." 
"But what brought you into the forest at all?" asked the king angrily.


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####-dangerous  thing  to do. More  than once he was nearly caught  in  the doors, as  they 
clashed  together  when  the  last  elf  passed;  yet  he  did  not  dare  to  march  among 
them  because  of  his  shadow  (altogether  thin  and wobbly  as  it was  in  torch-light), 
or  for  fear  of  being  bumped  into  and  discovered. And when  he  did  go  out, which 
was  not  very  often,  he  did  no  good.  He  did  not  wish  to  desert  the  dwarves, and 
indeed he did not know where in the world to go without them. He could not keep 
up  with  the  hunting  elves  all  the  time  they  were  out,  so  he  never  discovered  the 
ways  out  of  the wood,  and was  left  to wander miserably  in  the  forest,  terrified  of 
losing  himself,  until  a  chance  came  of  returning. He was  hungry  too  outside,  for 
he was  no  hunter;  but  inside  the  caves  he  could  pick  up  a  living  of  some  sort  by


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difference,  for  even Bilbo with  the  use  of  his  eyes  could  not  see where  they were 
going,  and  neither  he  nor  the  others  knew  where  they  had  started  from  anyway. 
Bilbo  had  all  he  could  do  to  keep  up with  the  torches,  for  the  elves were making 
the dwarves go  as  fast  as  ever  they  could,  sick  and weary  as  they were. The king 
had ordered them to make haste. Suddenly the torches stopped, and the hobbit had 
just  time  to  catch  them  up  before  they  began  to  cross  the  bridge.  This  was  the 
bridge  that  led  across  the  river  to  the  king's  doors.  The  water  flowed  dark  and 
swift and strong beneath; and at the far end were gates before the mouth of a huge 
cave  that  ran  into  the  side  of  a  steep  slope  covered  with  trees.  There  the  great 
beeches came right down to the bank, till their feet were in the stream. Across this


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####-thick fence of them all round him-that at least was the spiders' idea. Standing now 
in  the  middle  of  the  hunting  and  spinning  insects  Bilbo  plucked  up  his  courage 
and began a new song: 
 

####-Lazy Lob and crazy Cob 
are weaving webs to wind me. 
I am far more sweet than other meat, 
but still they cannot find me! 
 
Here am I, naughty little fly; 
you are fat and lazy.  
You cannot trap me, though you try, 
in your cobwebs crazy.


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####-hobbit  had  rescued  his  companions  from  the  spiders,  and  was  determined  once 
more  not  to  ransom  himself  with  promises  to  the  king  of  a  share  in  the  treasure, 
until  all  hope  of  escaping  in  any  other  way  had  disappeared;  until  in  fact  the 
remarkable Mr. Invisible Baggins (of whom he began to have a very high opinion 
indeed) had altogether failed to think of something clever.  
The  other  dwarves  quite  agreed when  they  got  the message. They  all  thought 
their  own  shares  in  the  treasure  (which  they  quite  regarded  as  theirs,  in  spite  of 
their plight  and  the  still unconquered dragon) would  suffer  seriously if the Wood-
elves  claimed  part  of  it,  and  they  all  trusted  Bilbo.  Just  what  Gandalf  had  said 
would  happen,  you  see.  Perhaps  that  war  part  of  his  reason  for  going  off  and 
leaving them. 
Bilbo,  however,  did  not  feel  nearly  so  hopeful  as  they  did.  He  did  not  like


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####-as  a  protection  against  enemies  of  all  sorts,  and  especially  against  the  dragon  of 
the  Mountain.  From  Lake-town  the  barrels  were  brought  up  the  Forest  River. 
Often they were just tied together like big rafts and poled or rowed up the stream; 
sometimes they were loaded on to flat boats. 
When  the  barrels  were  empty  the  elves  cast  them  through  the  trapdoors, 
opened  the  water-gate,  and  out  the  barrels  floated  on  the  stream,  bobbing  along, 
until they were carried by the current to a place far down the river where the bank 
jutted  out,  near  to  the  very  eastern  edge  of Mirkwood. There  they were  collected 
and  tied  together  and  floated  back  to  Lake-town,  which  stood  close  to  the  point 
where the Forest River flowed into the Long Lake. 
 
For  some  time Bilbo  sat and  thought about  this water-gate, and wondered if it 
could  be  used  for  the  escape  of  his  friends,  and  at  last  he  had  the  desperate


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losing  himself,  until  a  chance  came  of  returning. He was  hungry  too  outside,  for 
he was  no  hunter;  but  inside  the  caves  he  could  pick  up  a  living  of  some  sort  by 
stealing  food  from  store  or  table  when  no  one  was  at  hand.  "I  am  like  a  burglar 
that  can't  get  away,  but must  go  on miserably  burgling  the  same  house  day  after 
day,"  he  thought.  "This  is  the  dreariest  and  dullest  part  of  all  this  wretched, 
tiresome,  uncomfortable  adventure!  I  wish  I  was  back  in  my  hobbit-hole  by my 
own warm fireside with the lamp shining!" He often wished, too, that he could get 
a message for help sent to the wizard, but that of course was quite impossible; and 
he soon  realized  that  if anything was  to be done,  it would have  to be done by Mr. 
Baggins, alone and unaided. 
Eventually,  after  a week  or  two  of  this  sneaking  sort  of  life,  by watching  and


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####-At that Thorin shut his mouth and would not say another word. 
"Very well!"  said  the  king.  "Take  him  away  and  keep  him  safe,  until  he  feels 
inclined to tell the truth, even if he waits a hundred years.'" 
Then the elves put thongs on him, and shut him in one of the inmost caves with 
strong wooden doors, and left him. They gave him food and drink, plenty of both, 
if  not  very  fine;  for  Wood-elves  were  not  goblins,  and  were  reasonably  well-
behaved even  to  their worst enemies, when  they captured  them. The giant  spiders 
were the only living things that they had no mercy upon. 
There  in  the  king's  dungeon  poor  Thorin  lay;  and  after  he  had  got  over  his 
thankfulness  for bread  and meat and water, he began to wonder what had become 
of  his  unfortunate  friends.  It  was  not  very  long  before  he  discovered;  but  that 
belongs  to  the  next  chapter  and  the  beginning  of  another  adventure  in  which  the


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####-no  keys,  but Bilbo was  trotting  as  fast  as  he  could  along  the  passage  towards  the 
cells. The  great  bunch  seemed  very  heavy  to  his  arms,  and  his  heart was  often  in 
his  mouth,  in  spite  of  his  ring,  for  he  could  not  prevent  the  keys  from  making 
every now and then a loud clink and clank, which put him all in a tremble. 
First  he  unlocked  Balin's  door,  and  locked  it  again  carefully  as  soon  as  the 
dwarf was  outside. Balin was most  surprised,  as  you  can  imagine;  but  glad  as  he 
was  to  get  out  of  his  wearisome  little  stone  room,  he  wanted  to  stop  and  ask 
questions, and know what Bilbo was going to do, and all about it. 
"No  time  now!"  said  the  hobbit.  "You  must  follow  me!  We  must  all  keep 
together  and not  risk getting  separated. All of us must  escape or none,  and  this  is 
our  last  chance.  If  this  is  found out, goodness knows where  the king will put you


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cave  that  ran  into  the  side  of  a  steep  slope  covered  with  trees.  There  the  great 
beeches came right down to the bank, till their feet were in the stream. Across this 
bridge the elves thrust their prisoners, but Bilbo hesitated in the rear. He did not at 
all  like  the  look  of  the  cavern-mouth  and  he  only made  up  his mind  not  to desert 
his friends just in time to scuttle over at the heels of the fast elves, before the great 
gates of the king closed behind them with a clang. 
Inside  the  passages  were  lit  with  red  torch-light,  and  the  elf-guards  sang  as 
they marched along  the  twisting, crossing, and echoing paths. These were not like


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For  some  time Bilbo  sat and  thought about  this water-gate, and wondered if it 
could  be  used  for  the  escape  of  his  friends,  and  at  last  he  had  the  desperate 
beginnings of a plan. 
The  evening meal had been  taken  to  the prisoners. The guards were  tramping 
away  down  the  passages  taking  the  torch-light  with  them  and  leaving  everything 
in  darkness.  Then  Bilbo  heard  the  king's  butler  bidding  the  chief  of  the  guards 
good-night. 
"Now come with me," he said, "and taste the new wine that has just come in. I 
shall be hard at work tonight clearing the cellars of the empty wood, so let us have 
a drink first to help the labour." 
"Very good," laughed the chief of the guards. "I'll taste with you, and see if it is 
fit for the king's table. There is a feast tonight and it would not do to send up poor 
stuff!" 
 
When  he  heard  this  Bilbo  was  all  in  a  flutter,  for  he  saw  that  luck  was  with


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would  happen,  you  see.  Perhaps  that  war  part  of  his  reason  for  going  off  and 
leaving them. 
Bilbo,  however,  did  not  feel  nearly  so  hopeful  as  they  did.  He  did  not  like 
being depended on by everyone, and he wished he had the wizard at hand. But that 
was no use: probably all the dark distance of Mirkwood lay between them. He sat 
and  thought  and  thought,  until  his  head  nearly  burst,  but  no  bright  idea  would 
come. One  invisible  ring was  a  very  fine  thing,  but  it was  not much  good  among 
fourteen. But of course, as you have guessed, he did  rescue his  friends  in  the end, 
and  this  is  how  it  happened.  One  day,  nosing  and  wandering  about.  Bilbo 
discovered  a  very  interesting  thing:  the  great  gates  were  not  the  only  entrance  to 
the  caves.  A  stream  flowed  under  part  of  the  lowest  regions  of  the  palace,  and 
joined the Forest River some way further to the east, beyond the steep slope out of


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of  his  unfortunate  friends.  It  was  not  very  long  before  he  discovered;  but  that 
belongs  to  the  next  chapter  and  the  beginning  of  another  adventure  in  which  the 
hobbit again showed his usefulness.


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together  and not  risk getting  separated. All of us must  escape or none,  and  this  is 
our  last  chance.  If  this  is  found out, goodness knows where  the king will put you 
next, with chains on your hands and feet  too, I expect. Don't argue,  there's a good 
fellow!" 
Then  off  he went  from  door  to  door,  until  his  following  had  grown  to  twelve-
none  of  them  any  too  nimble,  what  with  the  dark,  and  what  with  their  long 
imprisonment. Bilbo's heart thumped every time one of them bumped into another, 
or  grunted  or  whispered  in  the  dark.  "Drat  this  dwarvish  racket!"  he  said  to 
himself. But all went well, and they met no guards. As a matter of fact there was a 
great  autumn  feast  in  the woods  that night,  and  in  the halls  above. Nearly  all  the 
king's  folks  were  merrymaking.  At  last  after  much  blundering  they  came  to 
Thorin's  dungeon,  far  down  in  a  deep  place  and  fortunately  not  far  from  the 
cellars.


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####-"That  was  too  much  for  them,  and  they  calmed  down.  In  the  end,  of  course, 
they had to do just what Bilbo suggested, because it was obviously impossible for 
them  to  try  and  find  their  way  into  the  upper  halls,  or  to  fight  their  way  out  of 
gates  that  closed  by  magic;  and  it  was  no  good  grumbling  in  the  passages  until 
they were caught again. So following the hobbit, down into the lowest cellars they 
crept.  They  passed  a  door  through which  the  chief  guard  and  the  butler  could  be 
seen  still  happily  snoring  with  smiles  upon  their  faces.  The  wine  of Dorwinion 
brings  deep  and  pleasant  dreams.  There  would  be  a  different  expression  on  the 
face of  the  chief guard next day,  even  though Bilbo, before  they went on,  stole  in 
and kindheartedly put the keys back on his belt. 
"That  will  save  him  some  of  the  trouble  he  is  in  for,"  said  Mr.  Baggins  to


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the  caves.  A  stream  flowed  under  part  of  the  lowest  regions  of  the  palace,  and 
joined the Forest River some way further to the east, beyond the steep slope out of 
which  the  main  mouth  opened.  Where  this  underground watercourse  came  forth 
from the hillside there was a water-gate. There the rocky roof came down close to 
the surface of the stream, and from it a portcullis could be dropped right to the bed 
of  the  river  to  prevent  anyone  coming  in  or  out  that way. But  the  portcullis was 
often open,  for a good deal of  traffic went out and  in by  the water-gate. If anyone 
had come in that way, he would have found himself in a dark rough tunnel leading 
deep into the heart of the hill; but at one point where it  passed under the caves the 
roof  had  been  cut  away  and  covered  with  great  oaken  trapdoors.  These  opened 
upwards  into  the  king's  cellars.  There  stood  barrels,  and  barrels,  and  barrels;  for


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fit for the king's table. There is a feast tonight and it would not do to send up poor 
stuff!" 
 
When  he  heard  this  Bilbo  was  all  in  a  flutter,  for  he  saw  that  luck  was  with 
him  and  he  had  a  chance  at  once  to  try  his  desperate  plan.  He  followed  the  two 
elves, until  they entered a small cellar and sat down at a  table on which  two  large 
flagons were set. Soon they began to drink and laugh merrily. Luck of an unusual 
kind was with Bilbo  then.  It must be potent wine  to make a wood-elf drowsy; but 
this wine, it would seem, was the heady vintage of the great gardens of Dorwinion, 
not  meant  for  his  soldiers  or  his  servants,  but  for  the  king's  feasts  only,  and  for 
smaller bowls, not for the butler's great flagons. 
Very soon the chief guard nodded his head, then he laid it on the table and fell 
fast asleep. The butler went on talking and laughing to himself for a while without


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Baggins, alone and unaided. 
Eventually,  after  a week  or  two  of  this  sneaking  sort  of  life,  by watching  and 
following  the  guards  and  taking  what  chances  he  could,  he  managed  to  find  out 
where each dwarf was kept. He found all their twelve cells in different parts of the 
palace,  and  after  a  time  he  got  to  know  his  way  about  very  well.  What  was  his 
surprise one day to overhear some of the guards talking and to learn that there was 
another dwarf in prison too, in a specially deep dark place. He guessed at once, of 
course,  that  that was  Thorin;  and  after  a while he  found  that his guess was  right. 
At  last  after  many  difficulties  he  managed  to  find  the  place  when  no  one  was 
about, and to have a word with the chief of the dwarves. Thorin was too wretched 
to  be  angry  any  longer  at  his  misfortunes,  and  was  even  beginning  to  think  of


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king's  folks  were  merrymaking.  At  last  after  much  blundering  they  came  to 
Thorin's  dungeon,  far  down  in  a  deep  place  and  fortunately  not  far  from  the 
cellars. 
"Upon my word!"  said Thorin, when Bilbo whispered to him to come out and 
join his  friends,  "Gandalf  spoke  true,  as usual. A pretty  fine burglar you make,  it 
seems,  when  the  time  comes.  I  am  sure  we  are  all  for  ever  at  your  service, 
whatever happens after this. But what comes next?" 
Bilbo saw that the time had come to explain his idea, as far as he could; but he 
did  not  feel  at  all  sure  bow  the  dwarves  would  take  it.  His  fears  were  quite 
justified, for they did not like it a bit, and started grumbling loudly in spite of their 
danger.  
"We  shall  be  bruised  and  battered  to  pieces,  and  drowned  too,  for  certain!" 
they muttered. "We thought you had got some sensible notion, when you managed 
to get hold of the keys. This is a mad idea!"


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Very soon the chief guard nodded his head, then he laid it on the table and fell 
fast asleep. The butler went on talking and laughing to himself for a while without 
seeming to notice, but soon his head too nodded to the table, and he fell asleep and 
snored  beside  his  friend.  Then  in  crept  the  hobbit.  Very  soon  the chief guard had


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roof  had  been  cut  away  and  covered  with  great  oaken  trapdoors.  These  opened 
upwards  into  the  king's  cellars.  There  stood  barrels,  and  barrels,  and  barrels;  for 
the Wood-elves, and especially their king, were very fond of wine, though no vines 
grew in those parts. The wine, and other goods, were brought from far away, from 
their kinsfolk in the South, or from the vineyards of Men in distant lands. 
Hiding  behind  one  of  the  largest  barrels  Bilbo  discovered  the  trapdoors  and 
their  use,  and  lurking  there,  listening  to  the  talk of  the king's  servants, he  learned 
how the wine and other goods came up the rivers, or over land, to the Long Lake. 
It  seemed  a  town of Men  still  throve  there, built out on bridges  far  into  the water


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and kindheartedly put the keys back on his belt. 
"That  will  save  him  some  of  the  trouble  he  is  in  for,"  said  Mr.  Baggins  to 
himself.  "He wasn't  a  bad  fellow,  and  quite  decent  to  the  prisoners.  It will  puzzle 
them all too. They will think we had a very strong magic to pass through all those 
locked doors and disappear. Disappear! We have got to get busy very quick, if that 
is to happen!" 
 
Balin was  told  off  to watch  the  guard  and  the  butler  and  give warning  if  they 
stirred. The rest went  into  the adjoining cellar with  the  trapdoors. There was  little 
time  to  lose.  Before  long,  as  Bilbo  knew,  some  elves were  under  orders  to  come 
down and help  the butler get  the empty barrels  through  the doors  into  the  stream. 
These were in fact already standing in rows in the middle of the floor waiting to be 
pushed off. Some of them were wine-barrels, and these were not much use, as they


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about, and to have a word with the chief of the dwarves. Thorin was too wretched 
to  be  angry  any  longer  at  his  misfortunes,  and  was  even  beginning  to  think  of 
telling the king all about his treasure and his quest (which shows how low-spirited 
he had become), when he heard Bilbo's little voice at his keyhole. He could hardly 
believe  his  ears.  Soon  however  he  made  up  his  mind  that  he  could  not  be 
mistaken, and he came  to  the door and had a  long whispered  talk with  the hobbit 
on the other side. 
So  it was  that Bilbo was  able  to  take  secretly Thorin's message  to  each of  the 
other  imprisoned  dwarves,  telling  them  that  Thorin  their  chief was  also  in prison 
close  at  hand,  and  that  no  one was  to  reveal  their  errand  to  the  long,  not  yet,  not 
before  Thorin  gave  the  word.  For  Thorin  had  taken  heart  again  hearing  how  the


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and  trouble  my  people  in  the  forest  and  '  rouse  the  spiders  with  your  riot  and 
clamour?  After  all  the  disturbance  you  have  made  I  have  a  right  to  know  what 
brings you here, and if you will not tell me now, I will keep you all in prison until 
you have learned sense and manners!" 
Then he ordered  the dwarves  each  to be put  in  a  separate  cell  and  to be given 
food and drink, but not  to be allowed  to pass  the doors of  their  little prisons, until 
one at  least of  them was willing  to  tell him all he wanted  to know. But be did not 
tell  them  that  Thorin  was  also  a  prisoner  with  him.  It  was  Bilbo  who  found  that 
out. 
 
Poor  Mr.  Baggins  –  it  was  a  weary  long  time  that  he  lived  in  that  place  all 
alone,  and  always  in  hiding,  never  daring  to  take  off  his  ring,  hardly  daring  to 
sleep,  even  tucked  away  in  the  darkest  and  remotest  comers  he  could  find.  For


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####-below,  smacking  into  the water,  jostling against  the walls of  the  tunnel, knocking 
into one another, and bobbing away down the current. 
It was just at this moment that Bilbo suddenly discovered the weak point in his 
plan. Most  likely you  saw  it  some  time  ago  and have been  laughing  at him; but I 
don't suppose you would have done half as well yourselves in his place. Of course 
he was not  in a barrel himself, nor was  there anyone  to pack him  in, even  if  there 
had  been  a  chance!  It  looked  as  if  he  would  certainly  lose  his  friends  this  time 
(nearly  all  of  them  had  already  disappeared  through  the  dark  trap-door), and get 
utterly left behind and have to stay lurking as a permanent burglar in the elf-caves 
for ever. For even if he could have escaped through the upper gates at once, he had 
precious small chance of ever finding the dwarves again. He did not know the way


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they muttered. "We thought you had got some sensible notion, when you managed 
to get hold of the keys. This is a mad idea!" 
"Very well!" said Bilbo very downcast, and also rather annoyed. "Come  along 
back  to  your  nice  cells,  and  I  will  lock  you  all  in  again,  and  you  can  sit  there 
comfortably  and  think  of  a  better  plan-but  I don't suppose  I shall ever get hold of 
the keys again, even if I feel inclined to try."


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These were in fact already standing in rows in the middle of the floor waiting to be 
pushed off. Some of them were wine-barrels, and these were not much use, as they 
could not easily be opened at the end without a deal of noise, nor could they easily 
be  secured  again.  But  among  them  were  several  others  which  had  been  used  for 
bringing other stuffs, butter, apples, and all sorts of things, to the king's palace. 
They  soon  found  thirteen with  room enough  for a dwarf  in each.  In  fact  some 
were  too  roomy,  and  as  they  climbed  in  the  dwarves  thought  anxiously  of  the 
shaking and  the bumping  they would get  inside,  though Bilbo did his best  to  find 
straw  and  other  stuff  to  pack  them  in  as  cosily  as  could  be  managed  in  a  short 
time. At  last  twelve  dwarves were  stowed. Thorin  had  given  a  lot  of  trouble,  and 
turned  and  twisted  in  his  tub  and  grumbled  like  a  large  dog  in  a  small  kennel;


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####-Back to gardens on the hills 
Where the berry swells and fills 
Under sunlight, under day! 
South away! and South away! 
Down the swift dark stream you go 
Back to lands you once did know!


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####-It  had  not  been  a-bit too soon. Only a minute or two after Balin's lid had been 
fitted  on  there  came  the  sound  of  voices  and  the  flicker  of  lights.  A  number  of 
elves  came  laughing  and  talking  into  the  cellars  and  singing  snatches  of  song. 
They had  left a merry feast  in one of  the halls and were bent on returning as soon 
as  they  could.  "Where's  old  Galion,  the  butler?"  said  one.  "I  haven't  seen  him  at 
the tables tonight. He ought to be here now to show us what is to be done." 
"I shall be angry  if  the old slowcoach  is  late," said another. "I have no wish  to 
waste time down here while the song is up!" 
"Ha, ha!" came a cry. "Here's  the old villain with his head on a jug! He's been 
having a little feast all to himself and his friend the captain." 
"Shake him! Wake him!" shouted the others impatiently. Gallon was not at all 
pleased at being shaken or wakened, and still  less at being  laughed at.  "You're all


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####-The  luck  turned  all  right  before  long:  the  eddying  current  carried  several 
barrels  close  ashore  at  one  point  and  there  for  a  while  they  stuck  against  some 
hidden  root.  Then  Bilbo  took  the  opportunity  of  scrambling  up  the  side  of  his 
barrel while it was held steady against another. Up he crawled like a drowned rat, 
and lay on the top spread out to keep the balance as best he could. The breeze was 
cold  but  better  than  the water,  and  he  hoped  he would  not  suddenly  roll off again 
when  they  started  off  once  more.  Before  long  the  barrels  broke  free  again  and 
turned  and  twisted  off  down  the  stream,  and  out  into  the  main  current  Then  he 
found it quite as difficult to stick on as he had feared; but he managed it somehow, 
though  it was miserably uncomfortable. Luckily he was very  light, and  the barrel 
was  a  good  big  one  and  being  rather  leaky  had  now  shipped  a  small  amount  of


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alone,  and  always  in  hiding,  never  daring  to  take  off  his  ring,  hardly  daring  to 
sleep,  even  tucked  away  in  the  darkest  and  remotest  comers  he  could  find.  For 
something  to  do  he  took  to wandering  about  the  Elven-king's palace. Magic shut 
the  gates,  but  be  could  sometimes  get  out,  if  he  was  quick.  Companies  of  the 
Wood-elves,  sometimes with  the  king  at  their  head, would  from  time  to  time  ride 
out  to hunt, or  to other business  in  the woods and in the lands to the East. Then if 
Bilbo  was  very  nimble,  he  could  slip  out  just  behind  them;  though  it  was  a


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####-very well  at  first,  but  he was  given  away  in  the  end  by  his wet  footsteps  and  the 
trail of drippings that he left wherever he went or sat; and also he began to snivel, 
and  wherever  he  tried  to  hide  he  was  found  out  by  the  terrific  explosions  of  his 
suppressed  sneezes.  Very  soon  there  was  a  fine  commotion  in  the  village  by  the 
riverside; but Bilbo escaped  into  the woods carrying a  loaf and a  leather bottle of 
wine and a pie that did not belong to him. The rest of the night he had to pass wet 
as he was and far from a fire, but the bottle helped him to do that, and he actually 
dozed a little on some dry leaves, even though the year was getting late and the air 
was chilly.  
He woke again with a specially loud sneeze. It was already grey morning, and 
there was a merry racket down by the river. They were making up a raft of barrels, 
and  the  raft-elves  would  soon  be  steering  it  off  down  the  stream  to  Lake-town.


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time. At  last  twelve  dwarves were  stowed. Thorin  had  given  a  lot  of  trouble,  and 
turned  and  twisted  in  his  tub  and  grumbled  like  a  large  dog  in  a  small  kennel; 
while Balin, who came last, made a great fuss about his air-holes and said he was 
stifling, even before his lid was on. Bilbo had done what he could to close holes in 
the  sides  of  the  barrels,  and  to  fix  on  all  the  lids  as  safely  as  could  be  managed, 
and  now  he  was  left  alone  again,  running  round  putting  the  finishing  touches-to 
the packing, and hoping against hope that his plan would come off.


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"Shake him! Wake him!" shouted the others impatiently. Gallon was not at all 
pleased at being shaken or wakened, and still  less at being  laughed at.  "You're all 
late," he grumbled. "Here am I waiting and waiting down here, while you fellows 
drink  and  make  merry  and  forget  your  tasks.  Small  wonder  if  I  fall  asleep  from 
weariness!" 
"Small  wonder,"  said  they,  "when  the  explanation  stands  close  at  hand  in  a 
jug! Come  give  us  a  taste  of  your  sleeping-draught before we  fall  to! No need  to 
wake the turnkey yonder. He has had his share by the looks of it." 
Then  they  drank  once  round  and  became  mighty  merry  all  of  a  sudden.  But 
they did not quite  lose  their wits. "Save us, Galion!" cried some, "you began your 
feasting  early  and  muddled  your  wits!  You  have  stacked  some  full  casks  here 
instead of the empty ones, if there is anything in weight."


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Now  the  very  last  barrel  was  being  rolled  to  the  doors!  In  despair  and  not 
knowing what  else  to  do,  poor  little Bilbo  caught hold of  it  and was pushed over 
the edge with it. Down into the water he fell, splash! into the cold dark water with 
the  barrel  on  top  of  him. He  came  up  again  spluttering  and  clinging  to  the wood 
like a  rat, but  for all his efforts he could not scramble on top. Every time he tried, 
the  barrel  rolled  round  and  ducked  him  under  again.  It  was  really  empty,  and 
floated light as a cork. Though his ears were full of water, he could hear the elves 
still  singing  in  the  cellar  above.  Then  suddenly  the  trapdoors  fell  to with a boom 
and  their  voices  faded  away. He was  in  the  dark  tunnel,  floating  in  icy water,  all 
alone-for you cannot count friends that are all packed up in barrels. 
Very  soon a grey patch came up  in  the darkness ahead. He heard  the creak of


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though  it was miserably uncomfortable. Luckily he was very  light, and  the barrel 
was  a  good  big  one  and  being  rather  leaky  had  now  shipped  a  small  amount  of 
water. All  the  same  it was  like  trying  to  ride, without  bridle  or  stirrups,  a  round-
bellied  pony  that  was  always  thinking  of  rolling  on  the  grass.  In  this  way  at  last 
Mr. Baggins came to a place where the trees on either hand grew thinner. He could 
see the paler sky between them. The dark river opened suddenly wide, and there it 
was  joined  to  the  main  water of  the Forest River  flowing down  in haste  from  the 
king's  great  doors.  There was  a  dim  sheet  of water  no  longer  overshadowed,  and 
on  its  sliding  surface  there were  dancing  and  broken  reflections  of  clouds  and  of 
stars. Then  the hurrying water of  the Forest River swept all the company of casks 
and tubs away to the north bank, in which it had eaten out a wide bay. This had a


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for ever. For even if he could have escaped through the upper gates at once, he had 
precious small chance of ever finding the dwarves again. He did not know the way 
by  land  to  the place where  the barrels were collected. He wondered what on earth 
would happen to them without him; for he had not had time to tell the dwarves all 
that  he  had  learned,  or what he had meant  to do, once  they were out of  the wood. 
While  all  these  thoughts  were  passing  through  his  mind,  the  elves  being  very 
merry  began  to  sing  a  song  round  the  river-door. Some had already gone  to haul 
on  the  ropes  which  pulled  up  the  portcullis  at  the  water-gate  so  as  to  let  out  the 
barrels as soon as they were all afloat below.


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there was a merry racket down by the river. They were making up a raft of barrels, 
and  the  raft-elves  would  soon  be  steering  it  off  down  the  stream  to  Lake-town. 
Bilbo  sneezed  again.  He  was  no  longer  dripping  but  he  felt  cold  all  over.  He 
scrambled down as  fast as his  stiff  legs would  take him and managed  just  in  time 
to get on to the mass of casks without being noticed in the general bustle. Luckily 
there was  no  sun  at  the  time  to  cast  an  awkward  shadow,  and  for  a mercy he did 
not sneeze again for a good while. 
There  was  a  mighty  pushing  of  poles.  The  elves  that  were  standing  in  the 
shallow  .water  heaved  and  shoved.  The  barrels  now  all  lashed  together  creaked 
and fretted.  . 
"This is a heavy load!" some grumbled. "They float too deep-some of these are 
never  empty.  If  they  had  come  ashore  in  the  daylight, we might  have  had  a  look 
inside," they said.


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feasting  early  and  muddled  your  wits!  You  have  stacked  some  full  casks  here 
instead of the empty ones, if there is anything in weight." 
"Get on with the work!" growled the butler. "There is nothing in the feeling of 
weight  in  an  idle  toss-pot's  arms. These  are  the ones  to go  and no others. Do  as  I 
say!" 
"Very  well,  very  well,"  they  answered  rolling  the  barrels  to  the  opening.  "On 
your  head  be  it,  if  the  king's  full  buttertubs  and  his  best  wine  is  pushed  into  the 
river for the Lake-men to feast on for nothing!"


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Down the swift dark stream you go 
Back to lands you once did know! 
Leave the halls and caverns deep, 
Leave the northern mountains steep, 
Where the forest wide and dim 
Stoops in shadow grey and grim! 
Float beyond the world of trees 
Out into the whispering breeze, 
Past the rushes, past the reeds, 
Past the marsh's waving weeds, 
Through the mist that riseth white 
Up from mere and pool at night! 
Follow, follow stars that leap 
Up the heavens cold and steep; 
Turn when dawn comes over land, 
Over rapid, over sand, 
South away! and South away! 
Seek the sunlight and the day,  
Back to pasture, back to mead, 
Where the kine and oxen feed! 

####-Back to gardens on the hills 
Where the berry swells and fills 
Under sunlight, under day! 
South away! and South away! 
Down the swift dark stream you go 
Back to lands you once did know!


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stars. Then  the hurrying water of  the Forest River swept all the company of casks 
and tubs away to the north bank, in which it had eaten out a wide bay. This had a 
shingly  shore  under  hanging  banks  and  was  walled  at  the  eastern  end  by  a  little 
jutting  cape  of  hard  rock.  On  the  shallow  shore  most  of  the barrels  ran  aground, 
though a few went on to bump against the stony pier.  
There  were  people  on  the  look-out  on  the  banks.  They  quickly  poled  and 
pushed all the barrels together into the shallows, and when they had counted them 
they  roped  them  together and left them till the morning. Poor dwarves! Bilbo was 
not  so  badly  off  now.  He  slipped  from  his  barrel  and  waded  ashore,  and  then 
sneaked  along  to  some huts  that he  could  see near  the water's  edge. He no  longer 
thought  twice  about  picking  up  a  supper  uninvited  if  he  got  the  chance,  he  had


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"This is a heavy load!" some grumbled. "They float too deep-some of these are 
never  empty.  If  they  had  come  ashore  in  the  daylight, we might  have  had  a  look 
inside," they said. 
"No time now!" cried the raftman. "Shove off!" 
And off they went at last, slowly at first, until they had passed the point of rock 
where other elves stood  to fend  them off with poles, and  then quicker and quicker 
as  they  caught  the  main  stream  and  went  sailing  away  down,  down  towards  the 
Lake. 
They  had  escaped  the  dungeons  of  the  king  and  were  through  the wood,  but 
whether alive or dead still remains to be seen.


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####-way  from  the  skirts  of  Mirkwood  in  the  North  to  the  mountain-shadowed plains 
beyond, and the river was guarded by the Wood-elves' king. 
So  you  see Bilbo  had  come  in  the  end  by  the  only  road  that was  any  good.  It 
might have  been  some  comfort  to Mr. Baggins  shivering on  the barrels,  if he had 
known  that  news  of  this  had  reached  Gandalf  far  away  and  given  him  great 
anxiety, and  that he was  in  fact  finishing his other business  (which does not come 
into this tale) and getting ready to come in search of Thorin's company. But Bilbo 
did not know it. 
All he knew was that the river seemed to go on and on and on for ever, and he 
was  hungry,  and  had  a  nasty  cold  in  the  nose,  and  did  not  like  the  way  the 
Mountain seemed to frown at him and threaten him as it drew ever nearer. After a 
while, however,  the  river  took a more southerly course and  the Mountain  receded


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Roll-roll-roll-roll, 
roll-roll-rolling down the hole I  
Heave ho! Splash plump ! 
Down they go, down they bump! 

 
So  they  sang as  first one barrel and  then another  rumbled  to  the dark opening 
and  was  pushed  over  into  the  cold  water  some  feet  below.  Some  were  barrels 
really empty, some were  tubs neatly packed with a dwarf each; but down  they all 
went,  one  after  another, with many  a  clash  and  a  bump,  thudding  on  top  of  ones


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The day grew lighter and warmer as they floated along. After a while the river 
rounded  a  steep  shoulder  of  land  that  came  down  upon  their  left. Under  its  rocky 
feet  like  an  inland  cliff  the  deepest  stream  had  flowed  lapping  and  bubbling. 
Suddenly  the  cliff  fell  away. The  shores  sank. The  trees  ended. Then Bilbo  saw  a 
sight: The  lands opened wide  about him,  filled with  the waters of  the  river which 
broke  up  and  wandered  in  a  hundred  winding  courses,  or  halted  in  marshes  and 
pools  dotted  with  isles  on  every  side:  but  still  a  strong  water  flowed  on  steadily 
through  the midst. And  far  away,  its  dark  head  in  a  torn  cloud,  there  loomed  the 
Mountain!  Its  nearest  neighbours  to  the  North-East  and  the  tumbled  land  that 
joined it to them could not be seen. All alone it rose and looked across the marshes 
to  the  forest.  The  Lonely  Mountain!  Bilbo  had  come  far  and  through  many


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alone-for you cannot count friends that are all packed up in barrels. 
Very  soon a grey patch came up  in  the darkness ahead. He heard  the creak of 
the water-gate being hauled up, and he found that he was in the midst of a bobbing 
and  bumping mass  of  casks  and  tubs  all  pressing  together  to  pass  under  the  arch 
and  get  out  into  the  open  stream.  He  had  as  much  as  he  could  do  to  prevent 
himself  from  being  hustled  and  battered  to  bits;  but  at  last  the  jostling  crowd 
began to break up and swing off, one by one, under the stone arch and away. Then 
he saw  that  it would have been no good even  if he had managed  to get astride his 
barrel,  for  there was  no  room  to  spare, not  even  for  a hobbit, between  its  top  and 
the suddenly stooping roof where the gate was. 
 
Out  they  went  under  the  overhanging  branches  of  the  trees  on  either  bank.


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sneaked  along  to  some huts  that he  could  see near  the water's  edge. He no  longer 
thought  twice  about  picking  up  a  supper  uninvited  if  he  got  the  chance,  he  had 
been  obliged  to  do  it  for  so  long,  and  he  knew  only  too  well  what  it  was  to  be 
really  hungry,  not merely  politely  interested  in  the  dainties  of  a well-filled larder. 
Also he had caught a glimpse of a fire  through  the  trees, and that appealed to him 
with his dripping and ragged clothes clinging to him cold and clammy.  
 
There is no need to tell you much of his adventures that night, for now we are 
drawing  near  the  end  of  the  eastward  journey  and  coming  to  the  last  and  greatest 
adventure,  so  we  must  hurry  on.  Of  course  helped  by  his  magic  ring  he  got  on


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####-fleets  of  boats  on  the  waters,  and  some  were  filled  with  gold  and  some  with 
warriors  in  armour,  and  there  had  been  wars  and  deeds  which  were  now  only  a 
legend.  The  rotting  piles  of  a  greater  town  could  still  be  seen  along  the  shores 
when the waters sank in a drought. 
But men  remembered  little of  all  that,  though  some  still  sang old  songs of  the 
dwarf-kings  of  the Mountain,  Thror  and  Thrain  of  the  race  of  Durin,  and  of  the 
coming of the Dragon, and the fall of the lords of Dale. Some sang too that Thror 
and Thrain would  come  back  one  day  and  gold would  flow  in  rivers  through  the 
mountain-gates, and all that land would be filled with new song and new laughter. 
But this pleasant legend did not much affect their daily business. 
 
As  soon  as  the  raft  of  barrels  came  in  sight boats  rowed out  from  the piles of


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Mountain seemed to frown at him and threaten him as it drew ever nearer. After a 
while, however,  the  river  took a more southerly course and  the Mountain  receded 
again,  and  at  last,  late  in  the  day  the  shores  grew  rocky,  the  river  gathered  all  its 
wandering  waters  together  into  a  deep  and  rapid  flood,  and  they  swept  along  at 
great speed. 
The  sun had  set when  turning with another  sweep  towards  the East  the  forest-
river  rushed  into  the  Long  Lake.  There  it  had  a  wide  mouth  with  stony  clifflike 
gates at either side whose feet were piled with shingles. The Long Lake! Bilbo had 
never  imagined  that  any  water  that  was  not  the  sea  could  look  so  big.  It  was  so 
wide  that  the  opposite  shores  looked  small  and  far,  but  it  was  so  long  that  its 
northerly end, which pointed towards the Mountain, could not be  seen at all. Only


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####-Thorin  of  course  saw  the  sense  of  this,  so  after  a  few  more  groans  he  got  up 
and  helped  the  hobbit as well as he could.  In  the darkness  floundering  in  the cold 
water  they had a difficult and very nasty  job  finding which were  the  right barrels. 
Knocking  outside  and  calling  only  discovered  about  six  dwarves  that  could 
answer.  They  were  unpacked  and  helped  ashore where  they  sat  or  lay muttering 
and  moaning;  they  were  so  soaked  and  bruised  and  cramped  that  they  could 
hardly yet realize their release or be properly thankful for it. 
Dwalin  and  Balin  were  two  of  the most  unhappy,  and  it  was  no  good  asking 
them  to  help.  Bifur  and  Bofur  were  less  knocked  about  and  drier,  but  they  lay 
down  and  would  do  nothing.  Fili  and  Kili,  however,  who  were  young  (for 
dwarves) and had also been packed more neatly with plenty of  straw  into  smaller


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joined it to them could not be seen. All alone it rose and looked across the marshes 
to  the  forest.  The  Lonely  Mountain!  Bilbo  had  come  far  and  through  many 
adventures to see it, and now he did not like the look of it in the least. 
As  he  listened  to  the  talk  of  the  raftmen  and  pieced  together  the  scraps  of 
information  they  let  fall, he  soon  realized  that he was very  fortunate  ever  to have 
seen  it  at  all,  even  from  this  distance.  Dreary  as  had  been  his  imprisonment and 
unpleasant  as  was  his  position  (to  say  nothing  of  the  poor  dwarves  underneath 
him)  still,  he  had  been  more  lucky  than  he  had  guessed.  The  talk  was  all  of  the 
trade  that  came  and  went  on  the  waterways  and  the  growth  of  the  traffic  on  the 
river, as  the  roads out of  the East  towards Mirkwood vanished or  fell  into disuse; 
and of the bickerings of the Lake-men and the Wood-elves about the upkeep of the


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the suddenly stooping roof where the gate was. 
 
Out  they  went  under  the  overhanging  branches  of  the  trees  on  either  bank. 
Bilbo  wondered  what  the  dwarves  were  feeling  and  whether  a  lot  of  water  was 
getting  into  their  tubs.  Some  of  those  that  bobbed  along  by  him  in  the  gloom 
seemed pretty low in the water, and he guessed that these had dwarves inside. 
"I do hope  I put  the  lids on  tight enough!" he  thought, but before  long he was 
worrying  too much  about  himself  to remember  the dwarves. He managed  to keep 
his head  above  the water, but he was  shivering with  the  cold,  and he wondered  if 
he would die of  it before  the  luck  turned, and how much  longer he would be able 
to hang on, and whether he should risk the chance of  letting go and trying to swim 
to the bank.


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####-unpacking  of  the  dwarves  or  the  footsteps  of  the  four  scouts.  Their  astonishment 
was enormous when Thorin Oakenshield stepped in through the door.  
"Who  are  you  and what  do  you want?"  they  shouted  leaping  to  their  feet  and 
gipping for weapons. 
"Thorin son of Thrain son of Thror King under the Mountain!" said the dwarf 
in  a  loud  voice,  and  he  looked  it,  in  spite  of  his  torn  clothes  and  draggled  hood. 
The  gold  gleamed  on  his  neck  and  waist:  his  eyes  were  dark  and  deep.  "I  have 
come back. I wish to see the Master of your town!" 
Then  there  was  tremendous  excitement.  Some  of  the  more  foolish  ran  out  of 
the  hut  as  if  they  expected  the  Mountain  to  go  golden  in  the  night  and  all  the 
waters  of  the  lake  to  turn  yellow  right  away.  The  captain  of  the  guard  came 
forward. 
"And who are these?" he asked, pointing to Fili and: Kili and Bilbo.


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down  and  would  do  nothing.  Fili  and  Kili,  however,  who  were  young  (for 
dwarves) and had also been packed more neatly with plenty of  straw  into  smaller 
casks, came out more or less smiling, with only a bruise or two and a stiffness that 
soon wore off. 
"I hope I never smell the smell of apples again!" said Fili. "My tub was full of 
it.  To  smell  apples  everlastingly  when  you  can  scarcely  move  and  are  cold  and 
sick  with  hunger  is  maddening.  I  could  eat  anything  in  the  wide  world  now,  for 
hours on end-but not an apple!" 
With  the willing help of Fili  and Kili, Thorin  and Bilbo  at  last discovered  the 
remainder  of  the  company  and  got  them  out.  Poor  fat  Bombur  was  asleep  or 
senseless; Dori, Nori, Ori, Oin and Gloin were waterlogged and seemed only half 
alive; they all had to be carried one by one and laid helpless on the shore. 
"Well! Here we are!" said Thorin. "And I suppose we ought to thank our stars


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####-none  rose  in greater surprise  than  the  raft-men of the elves who were sitting at the 
lower end of the hall. Pressing forward before the Master's table they cried: 
"These  are  prisoners  of  our  king  that  have  escaped,  wandering  vagabond 
dwarves that could not give any good account of themselves, sneaking through the 
woods and molesting our people!" 
"Is  this  true?"  asked  the  Master.  As  a  matter  of  fact  he  thought  it  far  more 
likely than the return of the King under the Mountain, if any such person had ever 
existed. 
"It  is  true  that we were wrongfully waylaid by the Elven-king and imprisoned 
without  cause  as  we  journeyed  back  to  our  own  land,"  answered  Thorin.  "But 
lock  nor  bar  may  hinder  the  homecoming  spoken  of  old.  Nor  is  this  town  in  the 
Wood-elves' realm. I speak to the Master of the town of the Men of the lake, not to 
the raft-men of the king."


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river, as  the  roads out of  the East  towards Mirkwood vanished or  fell  into disuse; 
and of the bickerings of the Lake-men and the Wood-elves about the upkeep of the 
Forest River and the care of the banks. 
Those  lands  had  changed  much  since  the  days  when  dwarves  dwelt  in  the 
Mountain,  days  which  most  people  now  remembered  only  as  a  very  shadowy 
tradition.  They  had  changed  even  in  recent  years,  and  since  the  last  news  that 
Gandalf  had  had  of  them.  Great  floods  and  rains  had  swollen  the  waters  that 
flowed  east;  and  there had been  an  earthquake or  two  (which  some were  inclined 
to attribute to the dragon-alluding to him chiefly with a curse and an ominous nod 
in  the  direction  of  the  Mountain).  The  marshes  and  bogs  had  spread  wider  and 
wider  on  either  side.  Paths  had  vanished,  and many  a  rider  and wanderer  too,  if


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But this pleasant legend did not much affect their daily business. 
 
As  soon  as  the  raft  of  barrels  came  in  sight boats  rowed out  from  the piles of 
the  town,  and  voices  hailed  the  raft-steerers. Then  ropes were  cast  and oars were 
pulled,  and  soon  the  raft  was  drawn  out  of  the  current  of  the  Forest  River  and 
towed  away  round  the  high  shoulder  of  rock  into  the  little  bay  of  Lake-town. 
There  it  was  moored  not  far  from  the  shoreward  head  of  the  great  bridge.  Soon 
men would come up  from  the South and  take  some of  the casks away, and others 
they would fill with goods they had brought to be taken back up the stream to the 
Wood-elves' home. In the meanwhile the barrels were left afloat while the elves of 
the raft and the boatmen went to feast in Lake-town. 
They would have been surprised, if they could have seen what happened down


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wide  that  the  opposite  shores  looked  small  and  far,  but  it  was  so  long  that  its 
northerly end, which pointed towards the Mountain, could not be  seen at all. Only 
from the map did Bilbo know that away up there, where the stars of the Wain were 
already  twinkling,  the  Running  River  came  down  into  the  lake  from  Dale  and 
with  the  Forest  River  filled  with  deep  waters  what  must  once  have  been  a  great 
deep  rocky  valley. At  the  southern  end  the  doubled waters  poured  out  again  over 
high waterfalls  and  ran  away  hurriedly  to  unknown  lands.  In  the  still  evening  air 
the noise of the falls could be heard like a distant roar.  
Not  far  from  the mouth  of  the Forest River was the strange town he heard the 
elves speak of in the king's cellars. It was not built on the shore, though there were 
a  few  huts  and  buildings  there,  but  right  out  on  the  surface  of  the  lake,  protected


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waters  of  the  lake  to  turn  yellow  right  away.  The  captain  of  the  guard  came 
forward. 
"And who are these?" he asked, pointing to Fili and: Kili and Bilbo. 
"The sons of my father's daughter," answered Thorin, "Fili and Kili of the race 
of Durin, and Mr. Baggins who has travelled with us out of the West." 
"If you come in peace lay down your arms!" said the captain. 
"We  have  none,"  said  Thorin,  and  it  was  true  enough:  their  knives  had  been 
taken from them by the wood-elves, and the great sword Orcrist too. Bilbo had his 
short sword, hidden as usual, but he said nothing about that. "We have no need of 
weapons,  who  return  at  last  to  our  own  as  spoken  of  old.  Nor  could  we  fight 
against so many. Take us to your master!" 
"He is at feast," said the captain. 
"Then all the more reason for taking us to him," burst in Fili, who was getting 
impatient at these solemnities. "We are worn and famished after our long road and


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elves speak of in the king's cellars. It was not built on the shore, though there were 
a  few  huts  and  buildings  there,  but  right  out  on  the  surface  of  the  lake,  protected 
from  the swirl of  the entering river by a promontory of rock which formed a calm 
bay. A great  . bridge made of wood ran out to where on huge piles made of forest 
trees  was  built  a  busy  wooden  town,  not  a  town  of  elves  but  of  Men,  who  still 
dared  to  dwell  here  under  the  shadow  of  the  distant  dragon-mountain. They  still 
throve  on  the  trade  that  came  up  the  great  river  from  the  South  and  was  carted 
past  the  falls  to  their  town;  but  in  the  great  days  of  old,  when  Dale  in  the  North 
was rich and prosperous, they had been wealthy and powerful, and there had been


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the raft and the boatmen went to feast in Lake-town. 
They would have been surprised, if they could have seen what happened down 
by  the  shore,  after  they  had  gone  and  the  shades  of  night  had  fallen. First  of  all  a 
barrel was  cut  loose  by Bilbo  and  pushed  to  the  shore  and  opened. Groans  came 
from  inside,  and  out  crept  a most  unhappy  dwarf. Wet  straw was  in  his  draggled 
beard;  he  was  so  sore  and  stiff,  so  bruised  and  buffeted  he  could  hardly  stand  or 
stumble through the shallow water to lie groaning on the shore. He had a famished 
and a savage look like a dog that has been chained and forgotten in a kennel for a 
week.  It was Thorin,  but  you  could  only  have  told  it  by his golden chain, and by 
the  colour  of  his  now  dirty  and  tattered  sky-blue  hood  with  its  tarnished  silver 
tassel. It was some time before he would be even polite to the hobbit.


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alive; they all had to be carried one by one and laid helpless on the shore. 
"Well! Here we are!" said Thorin. "And I suppose we ought to thank our stars 
and Mr. Baggins. I am sure he has a right to expect it, though I wish he could have 
arranged  a  more  comfortable  journey.  Still-all  very  much  at  your  service  once 
more, Mr. Baggins. No doubt we shall feel properly grateful, when we are fed and 
recovered. In the meanwhile what next?" 
"I suggest Lake-town," said Bilbo, "What else is there?" Nothing else could, of 
course, be suggested; so leaving the others Thorin and Fili and Kili and the hobbit 
went  along  the  shore  to  the  great  bridge. There were  guards  at  the  head  of  it,  but 
they were  not  keeping very careful watch,  for  it was  so  long  since  there had been 
any  real  need. Except  for  occasional  squabbles  about  river-tolls they were friends 
with the Wood-elves. Other folk were far away; and some of the younger people in


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Wood-elves' realm. I speak to the Master of the town of the Men of the lake, not to 
the raft-men of the king." 
Then  the  Master  hesitated  and  looked  from  one  to  the  other.  The  Elvenking 
was  very  powerful  in  those  parts  and  the Master wished  for  no  enmity with  him, 
nor did he  think much of old songs, giving his mind  to  .trade and tolls, to cargoes 
and  gold,  to  which  habit  he  owed  his  position.  Others  were  of  different  mind, 
however,  and  quickly  the  matter  was  settled  without  him.  The  news  had  spread 
from  the  doors  of  the  hall  like  fire  through  all  the  town.  People  were  shouting 
inside  the  hall  and  outside  it. The  quays were  thronged with  hurrying  feet.  Some 
began  to  sing  snatches  of  old  songs  concerning  the  return  of  the  King  under  the 
Mountain;  that  it was Thror's grandson not Thror himself  that had come back did


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####- 
The streams shall run in gladness, 
The lakes shall shine and burn, 
And sorrow fail and sadness 
At the Mountain -king's return! 
 
So they sang, or very like that, only there was a great deal more of it, and there 
was much  shouting as well as  the music of harps and of  fiddles mixed up with  it. 
Indeed  such  excitement  had  not  been  known  in  the  town  in  the  memory  of  the 
oldest  grandfather. The Wood-elves  themselves began  to wonder greatly and even 
to  be  afraid.  They  did  not  know  of  course  how  Thorin  had  escaped,  and  they 
began to think their king might have made a serious mistake. As for the Master he 
saw  there was nothing else for  it but  to obey  the general clamour, for  the moment 
at any rate, and to pretend to believe that Thorin was what he said. So he gave up 
to  him  his  own  great  chair  and  set  Fili  and  Kili  beside  him  in  places  of  honour.


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"Then all the more reason for taking us to him," burst in Fili, who was getting 
impatient at these solemnities. "We are worn and famished after our long road and 
we have sick comrades. Now make haste and  let us have no more words, or your 
master may have something to say to you." 
"Follow me  then,"  said  the  captain,  and with  six men  about  them he  led  them 
over  the bridge  through  the gates and  into  the market-place of the town. This was 
a  wide  circle  of  quiet  water  surrounded  by  the  tall  piles  on  which  were  built  the 
greater  houses,  and  by  long  wooden  quays  with  many  steps  and  ladders  going 
down  to  the  surface  of  the  lake. From  one  great  hall  shone many  lights  and  there 
came  the  sound  of many  voices.  They  passed  its  doors  and  stood  blinking  in  the 
light looking at long tables filled with folk. 
"I  am Thorin  son  of Thrain  son of Thror King under the Mountain! I return!"


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####-shocking  cold.  For  three  days  he  sneezed  and  coughed,  and  he  could  not  go  out, 
and even after that his speeches at banquets were limited to "Thag you very buch." 
 
In the meanwhile the Wood-elves had gone back up the Forest River with their 
cargoes,  and  there  was  great  excitement  in  the  king's  palace.  I  have  never  heard 
what  happened  to  the  chief  of  the  guards  and  the  butler.  Nothing  of  course  was 
ever said about keys or barrels while  the dwarves stayed in Lake-town, and Bilbo 
was careful never to become invisible. Still, I daresay, more was guessed than was 
known, though doubtless Mr. Baggins remained a bit of a mystery. In any case the 
king knew now the dwarves' errand, or thought he did, and he said to himself: 
"Very well! We'll see! No treasure will come back through Mirkwood without 
my having something to say in the matter. But I expect they will all come to a bad


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the  colour  of  his  now  dirty  and  tattered  sky-blue  hood  with  its  tarnished  silver 
tassel. It was some time before he would be even polite to the hobbit. 
"Well,  are  you  alive  or  are  you  dead?"  asked  Bilbo  quite  crossly.  Perhaps  he 
had  forgotten  that he had had  at  least one good meal more  than  the dwarves,  and 
also  the use of his  arms  and  legs, not  to  speak of  a greater  allowance of  air.  "Are 
you still in prison, or are you free? If you want food, and if you want to go on with 
this silly adventure- it's yours after all and not mine-you had better slap your arms 
and rub your legs and try and help me get the others out while there is a chance!"


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in  the  direction  of  the  Mountain).  The  marshes  and  bogs  had  spread  wider  and 
wider  on  either  side.  Paths  had  vanished,  and many  a  rider  and wanderer  too,  if 
they  had  tried  to  find  the  lost  ways  across.  The  elf-road  through  the wood which 
the dwarves had followed on the advice of Beorn now came to a doubtful and little 
used  end  at  the  eastern  edge  of  the  forest;  only  the  river offered any  longer a safe


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any  real  need. Except  for  occasional  squabbles  about  river-tolls they were friends 
with the Wood-elves. Other folk were far away; and some of the younger people in 
the town openly doubted the existence of any dragon in the mountain, and laughed 
at  the greybeards and gammers who  said  that  they had  seen him  flying  in  the  sky 
in  their  young  days.  That  being  so  it  is  not  surprising  that  the  guards  were 
drinking  and  laughing  by  a  fire  in  their  hut,  and  did  not  hear  the  noise  of  the


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at any rate, and to pretend to believe that Thorin was what he said. So he gave up 
to  him  his  own  great  chair  and  set  Fili  and  Kili  beside  him  in  places  of  honour.  
Even  Bilbo  was  given  a  seat  at  the  high  table,  and  no  explanation  of  where  he 
came  in-no  songs  had  alluded  to  him  even  in  the  obscurest way-was asked  for  in 
the general bustle. 
Soon afterwards  the other dwarves were brought  into  the  town amid scenes of 
astonishing enthusiasm. They were all doctored and fed and housed and pampered 
in  the  most  delightful  and  satisfactory  fashion.  A  large  house  was  given  up  to 
Thorin  and  his  company;  boats  and  rowers were  put  at  their  service;  and  crowds 
sat outside and sang  songs all day, or cheered if any dwarf showed so much as his 
nose. 
Some of the songs were old ones; but some of them were quite new and spoke 
confidently  of  the  sudden  death  of  the  dragon  and  of  cargoes  of  rich  presents


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began  to  sing  snatches  of  old  songs  concerning  the  return  of  the  King  under  the 
Mountain;  that  it was Thror's grandson not Thror himself  that had come back did 
not bother them at all. Others took up the song and it rolled loud and high over the 
lake.


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"Very well! We'll see! No treasure will come back through Mirkwood without 
my having something to say in the matter. But I expect they will all come to a bad 
end, and serve them right!" He at any rate did not believe in dwarves fighting and 
killing  dragons  like  Smaug,  and  he  strongly  suspected  attempted  burglary  or 
something  like  it  which  shows  he  was  a  wise  elf  and  wiser  than  the  men  of  the 
town, though not quite right, as we shall see in the end. He sent out his spies about 
the  shores  of  the  lake  and  as  far northward  towards  the Mountains  as  they would 
go, and waited. 
At  the  end  of  a  fortnight  Thorin  began  to  think  of  departure.  While  the 
enthusiasm  still  lasted  in  the  town was  the  time  to get help.  It would not do  to  let 
everything  cool  down  with  delay.  So  he  spoke  to  the  Master  and  his  councillors 
and said that soon he and his company must go on towards the Mountain.


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light looking at long tables filled with folk. 
"I  am Thorin  son  of Thrain  son of Thror King under the Mountain! I return!" 
cried Thorin in a loud voice from the door, before the captain could say anything. 
All  leaped  to  their  feet.  The Master  of  the  town  sprang  from  his  great  chair.  But


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nose. 
Some of the songs were old ones; but some of them were quite new and spoke 
confidently  of  the  sudden  death  of  the  dragon  and  of  cargoes  of  rich  presents 
coming  down  the  river  to  Lake-town.  These were  inspired  largely  by  the Master 
and  they  did  not  particularly  please  the  dwarves,  but  in  the  meantime  they  were 
well  contented  and  they  quickly  grew  fat  and  strong  again.  Indeed within  a week 
they  were  quite  recovered,  fitted  out  in  fine  cloth  of  their  proper  colours,  with 
beards combed and trimmed, and proud steps. Thorin looked and walked as if his 
kingdom was already regained and Smaug chopped up into little pieces. 
Then,  as he had  said,  the dwarves' good  feeling  towards  the  little hobbit grew 
stronger  every  day.  There  were  no  more  groans  or  grumbles.  They  drank  his 
health, and they patted him on the back, and they made a great fuss of him; which


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####-that  pleasant  time  now  seemed  years  ago.  They were  alone  in  the  perilous waste 
without  hope  of  further  help. They were  at  the  end  of  their  journey,  but  as  far  as 
ever, it seemed, from the end of their quest. None of them had much spirit left. 
Now  strange  to  say  Mr.  Baggins  had  more  than  the  others.  He  would  often 
borrow Thorin's map  and  gaze  at  it,  pondering over  the  runes and  the message of 
the  moon-letters  Elrond  had  read.  It  was  he  that  made  the  dwarves  begin  the 
dangerous  search  on  the  western  slopes  for  the  secret  door.  They  moved  their 
camp  then  to  a  long  valley,  narrower  than  the  great  dale  in  the  South where  the 
Gates  of  the  river  stood,  and  walled  with  lower  spurs  of  the  Mountain.  Two  of 
these  here  thrust  forward west  from  the main mass  in  long  steep-sided ridges  that 
fell ever downwards towards the plain. On this western side there were fewer signs


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The King beneath the mountains, 
The King of carven stone, 
The lord of silver fountains 
Shall come into his own! 
 
His crown shall be upholden, 
His harp shall be restrung, 
His halls shall echo golden 
To songs of yore re-sung. 
 
The woods shall wave on mountains 
And grass beneath the sun; 
His wealth shall flow in fountains 
And the rivers golden run.


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####-They made  their  first  camp  on  the western  side  of  the  great  southern  spur, which 
ended  in  a  height  called Ravenhill. On  this  there  had  been  an  old watch-post; but 
they dared not climb it yet, it was too exposed. 
Before  setting  out  to  search  the western  spurs  of  the Mountain  for  the  hidden 
door, on which all their hopes rested, Thorin sent out a scouting expedition to spy 
out  the  land  to  the  South  where  the  Front  Gate  stood.  For  this  purpose  he  chose 
Balin  and Fili  and Kili,  and with  them went Bilbo. They marched under  the grey 
and silent cliffs to the feet of Ravenhill. There the river, after winding a wide loop 
over the valley of Dale, turned from the Mountain on its road to the Lake, flowing 
swift and noisily. Its bank was bare and rocky, tall and steep above the stream; and 
gazing  out  from  it  over  the  narrow  water,  foaming  and  splashing  among  many


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everything  cool  down  with  delay.  So  he  spoke  to  the  Master  and  his  councillors 
and said that soon he and his company must go on towards the Mountain. 
Then for  the first  time  the Master was surprised and a  little frightened; and he 
wondered  if  Thorin  was  after  all  really  a  descendant  of  the  old  kings.  He  had 
never  thought  that  the  dwarves  would  actually  dare  to  approach  Smaug,  but 
believed  they were  frauds who would sooner or  later be discovered and be  turned 
out. He was wrong. Thorin, of  course, was  really  the grandson of  the King under 
the  Mountain,  and  there  is  no  knowing  what  a  dwarf  will  not  dare  and  do  for 
revenge or the recovery of his own. But the Master was not sorry at all to let them 
go.  They  were  expensive  to  keep,  and  their  arrival  had  turned  things  into  a  long 
holiday in which business was at a standstill. 
"Let them go and bother Smaug, and see how he welcomes them!" he thought.


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####-at  the  unexpected  party  in  his  hobbit-hole,  when  he  said  they  could  sit  on  the 
doorstep  till  they  thought  of  something.  And  sit  and  think  they  did,  or  wandered 
aimlessly about, and glummer and glummer they became. 
Their  spirits  had  risen  a  little  at  the  discovery  of  the path, but now  they  sank 
into their boots; and yet they would not give it up and go away. The hobbit was no 
longer much brighter than the dwarves. He would do nothing but sit with his back 
to  the  rock-face  and  stare  away west  through  the opening, over  the cliff, over  the 
wide  lands  to  the black wall of Mirkwood,  and  to  the distances beyond,  in which 
he  sometimes  thought  he  could  catch  glimpses  of  the Misty Mountains  small  and 
far. If the dwarves asked him what he was doing he answered: 
"You  said  sitting  on  the  doorstep  and  thinking  would  be  my  job,  not  to


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####-They  beat  on  it,  they  thrust  and  pushed  at  it,  they  implored  it  to  move,  they 
spoke  fragments of broken  spells of opening, and nothing  stirred. At  last  tired out 
they.  rested  on  the  grass  at  its  feet,  and  then  at  evening  began,  their  long  climb 
down. 
 
There was excitement  in  the camp  that night.  In  the morning  they prepared  to 
move  once  more.  Only  Bofur  and  Bombur  were  left  behind  to  guard  the  ponies 
and  such  stores  as  they  had  brought  with  them  from  the  river.  The  others  went 
down  the  valley  and  up  the  newly  found  path,  and  so  to  the  narrow  ledge. Along 
this  they could carry no bundles or packs, so narrow and breathless was  it, with a 
fall  of  a  hundred  and  fifty  feet  beside  them  on  to  sharp  rocks  below;  but  each  of 
them  took a good coil of  rope wound  tight about his waist, and  so at  last without 
mishap they reached the little grassy bay.


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In  two  days  going  they  rowed  right up  the Long Lake and passed out  into  the 
River  Running,  and  now  they  could  all  see  the  Lonely  Mountain  towering  grim 
and  tall  before  them.  The  stream was  strong  and  their  going  slow. At  the;  end  of 
the third day, some miles up the river, they drew in to the left or western bank and 
disembarked.  Here  they  were  joined  by  the  horses  with  other  provisions  and 
necessaries and the ponies for their own use that had been sent to meet them. They 
packed what  they  could  on  the  ponies  and  the  rest was made  into  a  store under  a 
tent,  but  none  of  the men  of  the  town would  stay with  them  even  for  the  night  so 
near the shadow of the Mountain. 
"Not  at  any  rate  until  the  songs  have  come  true!"  said  they.  It  was  easier  to 
believe in the Dragon and less easy to believe in Thorin in these wild parts. Indeed


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stronger  every  day.  There  were  no  more  groans  or  grumbles.  They  drank  his 
health, and they patted him on the back, and they made a great fuss of him; which 
was just as well, for he was not feeling particularly cheerful. He had not forgotten 
the  look  of  the  Mountain,  nor  the  thought  of  the  dragon,  and  he  had  besides  a


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these  here  thrust  forward west  from  the main mass  in  long  steep-sided ridges  that 
fell ever downwards towards the plain. On this western side there were fewer signs 
of  the  dragon's  marauding  feet,  and  there  was  some  grass  for  their  ponies.  From 
this western  camp,  shadowed  all day by  cliff  and wall until  the  sun began  to  sink 
towards  the  forest,  day  by  day  they  toiled  in  parties  searching  for  paths  up  the 
mountain-side. If the map was true, somewhere high above the cliff at the valley's 
head must stand the secret door. Day by day they came back to their camp without 
success. 
But at  last unexpectedly  they  found what  they were seeking. Fili and Kili and 
the  hobbit went  back one day down  the valley and scrambled among  the  tumbled 
rocks  at  its  southern  corner.  About  midday,  creeping  behind  a  great  stone  that 
stood  alone  like  a  pillar,  Bilbo  came  on  what  looked  like  rough  steps  going


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them  took a good coil of  rope wound  tight about his waist, and  so at  last without 
mishap they reached the little grassy bay.  
There  they  made  their  third  camp,  hauling  up  what  they  needed  from  below 
with  their ropes. Down  the same way  they were able occasionally  to  lower one of 
the more  active  dwarves,  such  as Kili,  to  exchange  such  news  as  there was,  or  to 
take  a  share  in  the  guard  below,  while  Bofur  was  hauled  up  to  the  higher  camp. 
Bombur would not come up either the rope or the path. 
"I am too fat for such fly-walks," he said. "I should turn dizzy and tread on my 
beard, and then you would be thirteen again. And the knotted ropes are too slender 
for my weight." Luckily for him that was not true, as you will see. 
In  the  meanwhile  some  of  them  explored  the  ledge  beyond  the  opening  and 
found a path  that  led higher and higher on  to  the mountain; but  they did not dare


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swift and noisily. Its bank was bare and rocky, tall and steep above the stream; and 
gazing  out  from  it  over  the  narrow  water,  foaming  and  splashing  among  many 
boulders,  they  could  see  in  the wide valley  shadowed by  the Mountain's  arms  the 
grey ruins of ancient houses, towers, and walls. 
"There  lies  all  that  is  left  of  Dale,"  said  Balin.  "The  mountain's  sides  were 
green with woods  and  all  the  sheltered  valley  rich  and  pleasant  in  the  days when 
the  bells  rang  in  that  town." He  looked  both  sad  and  grim  as  he  said  this: he had 
been one of Thorin's companions on the day the Dragon came. 
They did not dare to follow the river much further to. wards the Gate; but they 
went on beyond the end of the southern spur, until lying hidden behind a rock they 
could  look  out  and  see  the  dark  cavernous  opening  in  a  great  cliff-wall between


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rocks  at  its  southern  corner.  About  midday,  creeping  behind  a  great  stone  that 
stood  alone  like  a  pillar,  Bilbo  came  on  what  looked  like  rough  steps  going 
upwards.  Following  these  excitedly  he  and  the dwarves  found  traces of  a narrow 
track,  often  lost,  often  rediscovered,  that  wandered  on  to  the  top  of  the  southern 
ridge and brought them at last to a still narrower ledge, which turned north across 
the  face of  the Mountain. Looking down  they  saw  that they were at the top of the 
cliff  at  the  valley's  head  and  were  gazing  down  on  to  their  own  camp  below. 
Silently, clinging to the rocky wall on their right, they went in single file along the 
ledge,  till  the  wall  opened  and  they  turned  into  a  little  steep-walled  bay,  grassy-
floored,  still  and quiet.  Its  entrance which  they had  found  could not be  seen  from


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"Not  at  any  rate  until  the  songs  have  come  true!"  said  they.  It  was  easier  to 
believe in the Dragon and less easy to believe in Thorin in these wild parts. Indeed 
their stores had no need of any guard, for all  the  land was desolate and empty. So 
their escort  left  them, making off  swiftly down  the  river and  the  shoreward paths, 
although the night was already drawing on. 
They spent a cold and  lonely night and  their spirits  fell. The next day  they set 
out  again. Balin  and Bilbo  rode  behind,  each  leading  another  pony  heavily  laden 
beside  him;  the  others  were  some  way  ahead  picking  out  a  slow  road,  for  there 
were no paths. They made north-west, slanting away from the River Running, and 
drawing ever nearer and nearer to a great spur of the Mountain that was flung out 
southwards towards them. 
It was a weary journey, and a quiet and stealthy one. There was no laughter or


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In  the  meanwhile  some  of  them  explored  the  ledge  beyond  the  opening  and 
found a path  that  led higher and higher on  to  the mountain; but  they did not dare 
to venture very  far  that way, nor was  there much use  in  it. Out up  there  a  silence 
reigned,  broken  by  no  bird  or  sound  except  that  of  the  wind  in  the  crannies  of 
stone. They spoke low and never called or sang, for danger brooded in every rock. 
The  others  who  were  busy  with  the  secret  of  the  door  had  no  more  success. 
They  were  too  eager  to  trouble  about  the  runes  or  the  moon-letters,  but  tried 
without  resting  to  discover where  exactly  in  the  smooth  face  of  the  rock  the  door 
was hidden. They had brought picks and tools of many sorts from Lake-town, and 
at  first  they  tried  to  use  these.  But  when  they  struck  the  stone  the  handles 
splintered and jarred their arms cruelly, and the steel heads broke or bent like lead.


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drawing ever nearer and nearer to a great spur of the Mountain that was flung out 
southwards towards them. 
It was a weary journey, and a quiet and stealthy one. There was no laughter or 
song or sound of harps, and the pride and hopes which had stirred in their hearts at 
the  singing  of  old  songs  by  the  lake  died  away  to  a  plodding  gloom.  They  knew 
that they were drawing near to the end of their journey, and that it might be a very 
horrible end. The land about them grew bleak and barren, though once, as Thorin 
told  them,  it had been green and fair. There was  little grass, and before  long  there 
was neither bush nor tree, and only broken and blackened stumps to speak of ones 
long  vanished.  They  were  come  to  the  Desolation  of  the  Dragon,  and  they  were 
come at the waning of the year.  
 
They  reached  the  skirts  of  the  Mountain  all  the  same  without  meeting  any


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####-had  a  queer  feeling  that  he  was  waiting  for  something.  "Perhaps  the  wizard  will 
suddenly come back today," he thought. 
If  he  lifted  his  head  he  could  see  a  glimpse  of  the  distant  forest.  As  the  sun 
turned west there was a gleam of yellow upon its far roof, as if the light caught the 
last pale  leaves. Soon he  saw  the orange ball of  the  sun  sinking  towards  the  level 
of his eyes. He went  to  the opening and  there pale and faint was a  thin new moon 
above  the  rim  of Earth. At  that  very moment  he  heard  a  sharp crack behind him. 
There on the grey stone in the grass was an enormous thrush, nearly coal black, its 
pale  yellow  breast  freckled  dark  spots.  Crack!  It  had  caught  a  snail  and  was 
knocking it on the stone. Crack! Crack! 
Suddenly  Bilbo  understood.  Forgetting  all  danger  he  stood  on  the  ledge  and 
hailed  the  dwarves,  shouting  and  paying. Those  that were  nearest  came  tumbling


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ledge,  till  the  wall  opened  and  they  turned  into  a  little  steep-walled  bay,  grassy-
floored,  still  and quiet.  Its  entrance which  they had  found  could not be  seen  from 
below because of  the overhang of  the  cliff, nor  from  further off because  it was  so 
small that it looked like a dark crack and no more. It was not a cave and was open 
to  the  sky  above;  but  at  its  inner  end  a  flat  wall  rose  up  that  in  the  lower  I  part, 
close  to  the  ground,  was  as  smooth  and  upright  as  mason's  work,  but  without  a 
joint or crevice to be seen. 
"No sign was  there of post or  lintel or  threshold, nor any sign of bar or bolt or 
key-hole; yet they did not doubt that they had found the door at last.


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went on beyond the end of the southern spur, until lying hidden behind a rock they 
could  look  out  and  see  the  dark  cavernous  opening  in  a  great  cliff-wall between 
the  arms  of  the Mountain. Out  of  it  the waters  of  the Running River  sprang;  and 
out  of  it  too  there  came  a  steam  and  a  dark  smoke. Nothing moved  in  the waste, 
save  the  vapour  and  the  water,  and  every  now  and  again  a  black  and  ominous 
crow. The only sound was  the sound of  the stony water, and every now and again 
the harsh croak of a bird. Balin shuddered. 
"Let us return!" he said. "We can do no good here!– And I don't like these dark 
birds, they look like spies of evil." 
"The dragon is still alive and in the halls under the Mountain then-or I imagine 
so from the smoke," said the hobbit. 
"That  does  not  prove  it,"  said Balin,  "though  I  don't  doubt  you  are  right. But 
he might be gone  away  some  time, or  he might be lying out on the mountain-side


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at  first  they  tried  to  use  these.  But  when  they  struck  the  stone  the  handles 
splintered and jarred their arms cruelly, and the steel heads broke or bent like lead. 
Mining work,  they  saw  clearly was  no  good  against  the magic  that  had  shut  this 
door; and they grew terrified, too, of the echoing noise. 
Bilbo  found  sitting  on  the  doorstep  lonesome  and  wearisome-there was  not  a 
doorstep, of course, really, but they used to call the little grassy space between the 
wall  and  the  opening  the  "doorstep"  in  fun,  remembering Bilbo's words  long  ago


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holiday in which business was at a standstill. 
"Let them go and bother Smaug, and see how he welcomes them!" he thought. 
"Certainly,  O  Thorin  Thrain's  son  Thror's  son!"  was  what  he  said.  "You  must 
claim your own. The hour  is at hand, spoken of old. What help we can offer shall 
be yours, and we trust to your gratitude when your kingdom is regained." 
So  one  day,  although  autumn  was  now  getting  far  on,  and  winds  were  cold, 
and  leaves  were  falling  fast,  three  large  boats  left  Lake-town,  laden with  rowers,


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come at the waning of the year.  
 
They  reached  the  skirts  of  the  Mountain  all  the  same  without  meeting  any 
danger or any sign of the Dragon other than the wilderness he had made about his 
lair.  The Mountain  lay  dark  and  silent  before  them  and  ever  higher  above  them.


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far. If the dwarves asked him what he was doing he answered: 
"You  said  sitting  on  the  doorstep  and  thinking  would  be  my  job,  not  to 
mention  getting  inside,  so  I  am  sitting  and  thinking." But  I  am  afraid  he was  not 
thinking  much  of  the  job,  but  of  what  lay  beyond  the  blue  distance,  the  quiet 
Western Land  and  the Hill  and  his  hobbit-hole under  it. A  large grey  stone  lay  in 
the centre of the grass and he stared moodily at it or watched the great snails. They 
seemed  to  love  the  little  shut-in  bay  with  its  walls  of  cool  rock,  and  there  were 
many of them of huge size crawling slowly and stickily along its sides. 
"Tomorrow begins the last week of Autumn," said Thorin one day.  
"And winter comes after autumn," said Bifur.  
"And  next  year  after  that,"  said  Dwalin,  "and  our  beards  will  grow  till  they 
hang  down  the  cliff  to  the  valley  before  anything  happens  here.  What  is  our


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Suddenly  Bilbo  understood.  Forgetting  all  danger  he  stood  on  the  ledge  and 
hailed  the  dwarves,  shouting  and  paying. Those  that were  nearest  came  tumbling 
over the rocks and as fast as they could along the ledge to him, wondering what on 
earth  was  the  matter;  the  others  shouted  to  be  hauled  up  the  ropes  (except 
Bombur, of course: he was asleep). 
Quickly  Bilbo  explained.  They  all  fell  silent:  the  hobbit  standing  by  the  grey 
stone,  and  the  dwarves with wagging  beards watching  impatiently.  The  sun  sank 
lower  and  lower,  and  their  hopes  fell.  It  sank  into  a  belt  of  reddened  cloud  and 
disappeared.  The  dwarves  groaned,  but  still  Bilbo  stood  almost  without  moving. 
The  little  moon  was  dipping  to  the  horizon.  Evening  was  coming  on.  Then 
suddenly  when  their  hope  was  lowest  a  red  ray  of  the  sun  escaped  like  a  finger


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"That  does  not  prove  it,"  said Balin,  "though  I  don't  doubt  you  are  right. But 
he might be gone  away  some  time, or  he might be lying out on the mountain-side 
keeping watch, and still I expect smokes and steams would come out of the gates: 
all the halls within must be filled with his foul reek." 
 
With  such  gloomy  thoughts,  followed  ever  by  croaking  crows  above  them, 
they made  their weary way  back  to  the  camp. Only  in  June  they  had  been  guests 
in  the fair house of Elrond, and  though autumn was now crawling  towards winter


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####-treacherous  and  pretty  bad  lots;  some  are  not,  but  are  decent  enough  people  like 
Thorin and Company, if you don't expect too much. 
 
The  stars  were  coming  out  behind  him  in  a  pale  sky  barred  with  black  when 
the hobbit crept through the enchanted door and stole into the Mountain. It was far 
easier going  than he  expected. This was no goblin  entrance, or  rough wood-elves' 
cave.  It  was  a  passage  made  by  dwarves,  at  the  height  of  their  wealth  and  skill: 
straight  as  a  ruler,  smooth-floored  and  smooth-sided,  going  with  a  gentle  never-
varying slope direct-to some distant end in the blackness below.  
After a while Balin bade Bilbo "Good  luck!" and  stopped where he could still 
see the faint outline of the door, and by a trick of, the echoes of the tunnel hear the 
rustle  of  the whispering  voices  of  the  others  just  outside. Then  the  hobbit  slipped


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For  a  long  time  the  dwarves  stood  in  the  dark  before  the  door  and  debated, 
until at last Thorin spoke: 
"Now  is  the  time  for  our  esteemed  Mr.  Baggins,  who  has  proved  himself  a 
good  companion  on  our  long  road,  and  a  hobbit  full  of  courage and  resource  far 
exceeding  his  size,  and  if  I may  say  so  possessed  of  good  luck  far  exceeding  the 
usual  allowance-now  is  the  time  for  him  to  perform  the  service  for which  he was 
included in our Company; now is the time for him to earn his Reward." 
You are  familiar with Thorin's style on  important occasions, so  I will not give 
you  any  more  of  it,  though  he  went  on  a  good  deal  longer  than  this.  It  certainly 
was an important occasion, but Bilbo felt impatient. By now he was quite familiar 
with Thorin too, and he knew what be was driving at. 
"If you mean you think it is my job to go into the secret passage first, O Thorin


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####-dwarves,  Mr.  Baggins,  and  many  provisions.  Horses  and  ponies  had  been  sent 
round  by  circuitous  paths  to  meet  them  at  their  appointed  landing-place.  The 
Master  and  his  councillors  bade  them  farewell  from  the  great  steps  of  the  town-
hall  that  went  down  to  the  lake.  People  sang  on  the  quays  and  out  of  windows. 
The  white  oars  dipped  and  splashed,  and  off  they  went  north  up  the  lake  on  the 
last stage of their long journey. The only person thoroughly unhappy was Bilbo. 
 

####-<h4>Chapter 11</h4> <br> 

On the Doorstep


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"And  next  year  after  that,"  said  Dwalin,  "and  our  beards  will  grow  till  they 
hang  down  the  cliff  to  the  valley  before  anything  happens  here.  What  is  our 
burglar doing for us? 
Since  he  has  got  an  invisible  ring,  and  ought  to  be  a  specially  excellent 
performer  now,  I  am  beginning  to  think  he might  go  through  the  Front Gate  and 
spy things out a bit!" 
Bilbo  heard  this-the  dwarves  were  on  the  rocks  just  :  above  the  enclosure 
where  he  was  sitting-and  "Good Gracious!"  he  thought,  "so  that  is what  they  are 
beginning  to  think,  is  it?  It  is  always  poor  me  that  has  to  get  them  out  :  of  their 
difficulties, at least since the wizard left. Whatever am I going to do? I might have 
known  that  something  dreadful  would  happen  to  me  in  the  end.  I  don't  think  I 
could bear to see the unhappy valley of Dale again, and as for that steaming gate! 
! !"


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The  little  moon  was  dipping  to  the  horizon.  Evening  was  coming  on.  Then 
suddenly  when  their  hope  was  lowest  a  red  ray  of  the  sun  escaped  like  a  finger 
through  a  rent  in  the  cloud.  A  gleam  of  light  came  straight  through  the  opening 
into  the  bay  and  fell  on  the  smooth  rock-face.  The  old  thrush,  who  had  been 
watching from a high perch with beady eyes and head cocked on one side, gave a 
sudden  trill. There was a  loud attack. A  flake of  rock split  from  the wall and  fell. 
A  hole  appeared  suddenly  about  three  feet  from  the  ground.  Quickly,  trembling 
lest the chance should fade, the dwarves rushed to the rock and pushed-in vain. 
"The key! The key!" cried Bilbo. "Where is Thorin?" 
Thorin hurried up. 
"The key!" shouted Bilbo. "The key that went with the map! Try it now while 
there is still time!" 
Then Thorin stepped up and drew the key on its chain from round his neck. He


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####-compared  to  it.  He  fought  the  real  battle  in  the  tunnel  alone,  before  he  ever  saw 
the vast danger that lay in wait. At any rate after a short halt go on he did; and you 
can picture him coming to the end of the tunnel, an opening of much the same size 
and shape as the door above. Through it peeps the hobbit's little head. Before him 
lies the great bottommost cellar or dungeon-hall of the ancient dwarves right at the 
Mountain's  root.  It  is  almost  dark  so  that  its  vastaess  can  only  be  dimly  guessed, 
but  rising  from  the near side of  the  rocky  floor  there  is a great glow. The glow of 
Smaug! 
 
There  he  lay,  a  vast  red-golden dragon, fast asleep;  thrumming came from his 
jaws and nostrils, and wisps of smoke, but his  fires were  low  in slumber. Beneath 
him,  under  all  his  limbs  and  his  huge  coiled  tail,  and  about  him  on  all  sides


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see the faint outline of the door, and by a trick of, the echoes of the tunnel hear the 
rustle  of  the whispering  voices  of  the  others  just  outside. Then  the  hobbit  slipped 
on  his  ring,  and warned  by  the  echoes  to  take more  than hobbit's care to make no 
sound,  he  crept  noiselessly  down,  down,  down  into  the  dark.  He  was  trembling 
with  fear,  but  his  little  face  was  set  and  grim.  Already  he  was  a  very  different 
hobbit from the one that had run out without a pocket-handkerchief from Bag-End 
long  ago. He had not had  a pocket-handkerchief for ages. He loosened his dagger 
in its sheath, tightened his belt, and went on. 
 
"Now  you  are  in  for  it  at  last, Bilbo Baggins,"  he  said  to  himself.  "You went 
and put your foot right in it that night of the party, and now you have got to pull it 
out and pay for it! Dear me, what a fool I was and am!" said the least Tookish part


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Thorin hurried up. 
"The key!" shouted Bilbo. "The key that went with the map! Try it now while 
there is still time!" 
Then Thorin stepped up and drew the key on its chain from round his neck. He 
put  it  to  the  hole.  It  fitted  and it turned! Snap! The gleam went out, the sun sank, 
the moon was gone, and evening sprang into the sky.  
Now  they  all  pushed  together,  and  slowly  a  part  of  the  rock-wall  gave  way. 
Long straight cracks appeared and widened. A door five feet high and three broad 
was  out-  lined,  and  slowly  without  a  sound  swung  inwards.  It  seemed  as  if


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and put your foot right in it that night of the party, and now you have got to pull it 
out and pay for it! Dear me, what a fool I was and am!" said the least Tookish part 
of  him.  "I  have  absolutely  no  use  for  dragon-guarded treasures, and the whole lot 
could  stay  here  for  ever,  if  only  I  could wake up and  find  this beastly  tunnel was 
my own front-hall at home!" 
He did not wake up of course, but went still on and on, till all sign of the door 
behind  had  faded  away.  He  was  altogether  alone.  Soon  he  thought  it  was 
beginning to feel warm. "Is that a kind of a glow I seem to see coming right ahead 
down  there?"  he  thought.  It was. As  he went  forward  it  grew  and  grew,  till  there 
was no doubt about it. It was a red light steadily getting redder and redder. Also it 
was  now  undoubtedly  hot  in  the  tunnel. Wisps of vapour  floated up and past him 
and he began to sweat. A sound, too, began to throb in his ears, a sort of bubbling


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jaws and nostrils, and wisps of smoke, but his  fires were  low  in slumber. Beneath 
him,  under  all  his  limbs  and  his  huge  coiled  tail,  and  about  him  on  all  sides 
stretching  away  across  the  unseen  floors,  lay  countless  piles  of  precious  things, 
gold wrought and unwrought, gems and jewels, and silver red-stained in the ruddy 
light. 
Smaug  lay, with wings  folded  like  an  immeasurable bat,  turned partly on one 
side,  so  that  the  hobbit  could  see  his  underparts  and  his  long  pale  belly  crusted 
with  gems  and  fragments  of  gold  from  his  long  lying  on  his  costly  bed.  Behind 
him  where  the  walls  were  nearest  could  dimly  be  seen  coats  of  mail,  helms  and 
axes,  swords  and  spears  hanging;  and  there  in  rows  stood  great  jars  and  vessels 
filled with a wealth that could not be guessed. To say that Bilbo's breath was taken


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with Thorin too, and he knew what be was driving at. 
"If you mean you think it is my job to go into the secret passage first, O Thorin 
Thrain's son Oakenshield, may your beard grow ever longer," he said crossly, "say 
so  at  once  and  have  done!  I  might  refuse.  I  have  got  you  out  of  two  messes 
already,  which  were  hardly  in  the  original  bargain,  so  that  I  am,  I  think,  already 
owed  some  reward.  But  ‘third  time  pays  for  all'  as  my  father  used  to  say,  and 
somehow  I don't  think  I  shall  refuse. Perhaps  I have begun  to  trust my  luck more 
than I used to in the old days" – he meant last spring before he left his own house, 
but  it  seemed  centuries  ago  –  "but  anyway  I  think  I  will  go  and  have  a  peep  at 
once and get it over. Now who is coming with me?" 
He  did  not  expect  a  chorus  of  volunteers, so he was not disappointed. Fili and 
Kili  looked uncomfortable and stood on One  leg, but  the others made no pretence


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####-darkness  flowed  out  like  a  vapour  from  the  hole  in  the  mountain-side,  and  deep 
darkness  in  which  nothing  could  be  seen  lay  before  their  eyes  mouth  leading  in 
and down. 
 

####-<h4>Chapter 12</h4> <br> 

Inside Information


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was  now  undoubtedly  hot  in  the  tunnel. Wisps of vapour  floated up and past him 
and he began to sweat. A sound, too, began to throb in his ears, a sort of bubbling 
like  the  noise  of  a  large  pot  galloping  on  the  fire,  mixed  with  a  rumble  as  of  a 
gigantic  tom-cat  purring.  This  grew  to  the  unmistakable  gurgling  noise  of  some 
vast animal snoring in its sleep down there in the red glow in front of him. 
  It  was  at  this  point  that  Bilbo  stopped.  Going  on  from  there  was  the  bravest 
thing he ever did. The tremendous things that happened afterward were as nothing


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axes,  swords  and  spears  hanging;  and  there  in  rows  stood  great  jars  and  vessels 
filled with a wealth that could not be guessed. To say that Bilbo's breath was taken 
away  is  no  description  at  all.  There  are  no words  left  to express his  staggerment, 
since Men changed the language that they learned of elves in the days when all the 
world was wonderful.  Bilbo  had  heard  tell  and  sing  of  dragon-hoards before, but 
the splendour, the lust, the glory of such treasure had never yet come home to him. 
His heart was filled and pierced with enchantment and with the desire of dwarves; 
and  he  gazed  motionless,  almost  forgetting  the  frightful  guardian,  at  the  gold 
beyond price and count. 
 
He  gazed  for  what  seemed  an  age,  before  drawn  almost  against  his  will,  he 
stole  from  the  shadow  of  the  doorway,  across  the  floor  to  the  nearest  edge  of  the


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####-toiled back up  the  long  tunnel. His heart was beating and a more  fevered shaking 
was in his legs than when he was going down, but still he clutched the cup, and his 
chief  thought was:  "I've  done  it! This will  show  them.  'More  like  a grocer  than  a 
burglar' indeed! Well, we'll hear no more of that." 
Nor did he. Balin was overjoyed to see the hobbit again, and as delighted as he 
was  surprised.  He  picked  Bilbo  up  and  carried  him  out  into  the  open  air.  It  was 
midnight  and  clouds  had  covered  the  stars,  but  Bilbo  lay  with  his  eyes  shut, 
gasping  and  taking pleasure  in  the  feel of  the  fresh  air  again,  and hardly noticing 
the  excitement  of  the  dwarves,  or  how  they  praised  him  and  patted  him  on  the 
back  and  put  themselves  and  all  their  families  for  generations  to  come  at  his 
service. 
 
The  dwarves  were  still  passing  the  cup  from  hand  to  hand  and  talking


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He  did  not  expect  a  chorus  of  volunteers, so he was not disappointed. Fili and 
Kili  looked uncomfortable and stood on One  leg, but  the others made no pretence 
of offering  –  except  old Balin.  the  look-out man, who was  rather  fond  the hobbit. 
He  said  he would  come  inside  at  least  and  perhaps  a bit of  the way  too,  really  to 
call for help if necessary.  
The most  that  can  be  said  for  the  dwarves  is  this:  they  intended  to  pay  Bilbo 
really  handsomely  for  his  services;  they  had  brought  him  to  do  a  nasty  job  for 
them,  and  they  did  not  mind  the  poor  little  fellow  doing  it  if  he  would;  but  they 
would  all  have  done  their  best  to  get  him  out  of  trouble,  if  he  got  into  it,  as  they 
did in the case of the trolls at the beginning of their adventures before they had any 
particular  reasons  for  being  grateful  to  him.  There  it  is:  dwarves  are  not  heroes,


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known  that  something  dreadful  would  happen  to  me  in  the  end.  I  don't  think  I 
could bear to see the unhappy valley of Dale again, and as for that steaming gate! 
! !" 
That  night  he  was  very  miserable  and  hardly  slept.  Next  day  the  dwarves  all 
went  wandering  off  in  various  directions;  some  were  exercising  the  ponies  down 
below,  some  were  roving  about  the  mountain-side. All day Bilbo  sat gloomily  in 
the  grassy  bay  gazing  at  the  stone,  or  out  west  through  the  narrow  opening. He


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####-vast  extent  of  his  wealth  clear  to me.  I  should want  hundreds  of  years  to  bring  it 
all up, if I was fifty times as big, and Smaug as tame as a rabbit." 
After that of course the dwarves begged his pardon. 
"What  then  do  you  propose  we  should  do,  Mr.  Baggins?"  asked  Thorin 
politely.  
"I  have  no  idea  at  the  moment  –  if  you  mean  about  removing  the  treasure. 
That  obviously  depends  entirely  on  some  new  turn  of  luck  and  the  getting  rid  of 
Smaug. 
Getting  rid  of  dragons  is  not  at  all  in  my  line,  but  I  will  do  my  best  to  think 
about it. Personally I have no hopes at all, and wish I was safe back at home." 
"Never mind that for the moment! What are we to do now,  to-day?" 
"Well,  if  you  really want my  advice,  I  should  say we  can  do  nothing  but  stay 
where  we  are.  By  day  we  can  no  doubt  creep  out  safely  enough  to  take  the  air.


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####-hall  smoked,  he  shook  the mountain-roots. He  thrust his head  in vain  at  the  little 
hole,  and  then  coiling  his  length  together,  roaring  like  thunder  underground,  he 
sped  from  his  deep  lair  through  its  great  door,  out  into  the  huge  passages  of  the 
mountain-palace and up towards the Front Gate. 
To  hunt  the  whole  mountain  till  he  had  caught  the  thief  and  had  torn  and 
trampled  him  was  his  one  thought.  He  issued  from  the  Gate,  the  waters  rose  in 
fierce  whistling  steam,  and  up  he  soared  blazing  into  the  air  and  settled  on  the 
mountain-top  in  a  spout of green  and  scarlet  flame. The dwarves heard  the  awful 
rumour  of  his  flight,  and  they  crouched  against  the  walls  of  the  grassy  terrace 
cringing  under  boulders,  hoping  somehow  to  escape  the  frightful  eyes  of  the 
hunting dragon. 
There they would have all been killed, if it had not been for Bilbo once again.


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####-"That'll be the end of our poor beasts!" said Thorin. 
"Nothing  can  escape  Smaug  once  he  sees  it.  Here  we  are  and  here  we  shall 
have to stay, unless any one fancies tramping the long open miles back to the river 
with Smaug on the watch!" 
It  was  not  a  pleasant  thought!  They  crept  further  down  the  tunnel,  and  there 
they  lay  and  shivered  though  it  was  warm  and  stuffy,  until  dawn  came  pale 
through  the  crack  of  the  door. Every  now  and  again  through  the  night  they  could 
hear the roar of the flying dragon grow and then pass and fade, as he hunted round 
and round the mountain-sides. 
He  guessed  from  the  ponies,  and  from  the  traces  of  the  camps  he  had 
discovered,  that men had  come up  from  the  river  and  the  lake  and had  scaled  the 
mountain-side  from  the  valley  where  the  ponies  had  been  standing;  but  the  door 
withstood his searching eye, and the little high-walled bay had kept out his fiercest


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did in the case of the trolls at the beginning of their adventures before they had any 
particular  reasons  for  being  grateful  to  him.  There  it  is:  dwarves  are  not  heroes, 
but  calculating  folk with  a great  idea of  the value of money;  some  are  tricky  and


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####-dark, with scarcely a snore more than a whiff of unseen steam, when Bilbo peeped 
once more from the entrance. He was just about to step out on to the floor when he 
caught  a  sudden  thin  and  piercing  ray  of  red  from  under  the  drooping  lid.  of 
Smaug's  left  eye.  He  was  only  pretending  to  sleep!  He  was  watching  the  tunnel 
entrance!  Hurriedly  Bilbo  stepped  back  and  blessed  the  luck  of  his  ring.  Then 
Smaug spoke. 
 
"Well,  thief!  I  smell  you  and  I  feel  your  air.  I  hear  your  breath. Come  along! 
Help yourself again, there is plenty and to spare!" 
But Bilbo was  not  quite  so  unlearned  in  dragon-lore as all  that, and  if Smaug 
hoped to get him to come nearer so easily he was disappointed. 
"No  thank  you,  O  Smaug  the.  Tremendous!"  he  replied.  "I  did  not  come  for 
presents. I only wished  to have a  look at you and see  if you were  truly as great as 
tales say. I did not believe them."


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cringing  under  boulders,  hoping  somehow  to  escape  the  frightful  eyes  of  the 
hunting dragon. 
There they would have all been killed, if it had not been for Bilbo once again. 
"Quick! Quick!" he gasped. "The door! The tunnel! It's no good here." 
Roused  by  these  words  they  were  just  about  to  creep  inside  the  tunnel  when 
Bifur gave a cry: "My cousins! Bombur and Bofur – we have forgotten them, they 
are down in the valley!" 
"They will be slain, and all our ponies too, and all out stores lost," moaned the 
others. "We can do nothing." 
"Nonsense!"  said  Thorin,  recovering  his  dignity.  "We  cannot  leave  them.  Get 
inside Mr. Baggins and Balin, and you two Fili and Kili-the dragon shan't have all 
of us. Now you others, where are the ropes? Be quick!" 
Those  were  perhaps  the  worst  moments  they  had  been  through  yet.  The 
horrible sounds of Smaug's anger were echoing  in  the stony hollows  far above; at


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"Well,  if  you  really want my  advice,  I  should  say we  can  do  nothing  but  stay 
where  we  are.  By  day  we  can  no  doubt  creep  out  safely  enough  to  take  the  air. 
Perhaps before long one or two could be chosen to go back to the store by the river 
and replenish our supplies. But in the meanwhile everyone ought to be well inside 
the tunnel by night. 
"Now  I  will  make  you  an  offer.  I  have  got my  ring  and will  creep  down  this 
very  noon-then  if  ever  Smaug  ought  to  be  napping-and  see  what  he  is  up  to. 
Perhaps something will turn up. 'Every worm has his weak spot,' as my father used 
to say, though I am sure it was not from personal experience." 
Naturally  the  dwarves  accepted  the  offer  eagerly.  Already  they  had  come  to 
respect little Bilbo. Now he had become the real leader in their adventure. He had 
begun  to  have  ideas  and  plans  of  his  own. When  midday  came  he  got  ready  for


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####-This  of  course  is  the way  to  talk  to  dragons,  if  you  don't want  to  reveal  your 
proper  name  (which  is  wise),  and  don't  want  to  infuriate  them  by  a  flat  refusal 
(which is also very wise). No dragon can resist the fascination of riddling talk and 
of wasting time trying to understand it. There was a lot here which Smaug did not 
understand  at  all  (though  I  expect  you  do,  since  you  know  all  about  Bilbo's 
adventures  to which  he was  referring), but he  thought he understood enough, and 
he chuckled in his wicked inside. 
"I  thought so  last night," he smiled  to himself. "Lake-men, some nasty scheme 
of those miserable tub-trading Lake-men, or I'm a lizard. I haven't been down that 
way for an age and an age; but I will soon alter that!" 
"Very  well,  O  Barrel-rider!"  he  said  aloud.  "Maybe  Barrel  was  your  pony's 
name;  and maybe  not,  though  it was  fat  enough. You may walk  unseen,  but  you


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presents. I only wished  to have a  look at you and see  if you were  truly as great as 
tales say. I did not believe them." 
"Do  you  now?"  said  the  dragon  somewhat  flattered,  even  though  he  did  not 
believe a word of it.                   j 
"Truly  songs  and  tales  fall  utterly  short  of  the  reality,  O  Smaug  the  Chiefest 
and Greatest of Calamities," replied Bilbo.                                               I 
You  have  nice  manners  for  a  thief  and  a  liar,"  said  the  dragon.  "You  seem 
familiar with my  name,  but  I  don't  seem  to  remember  smelling  you  before. Who 
are you and where do you come from, may I ask?" 
"You  may  indeed!  I  come  from  under  the  hill,  and  under  hills  and  over  the 
hills my paths led. And through the air, I am he that walks unseen." 
"So I can well believe," said Smaug, "but that is hardly our usual name." 
"I am  the clue-finder, the web-cutter, the stinging fly. I as chosen for the lucky 
number."


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Those  were  perhaps  the  worst  moments  they  had  been  through  yet.  The 
horrible sounds of Smaug's anger were echoing  in  the stony hollows  far above; at 
any  moment  he  might  come  blazing  down  or  fly  whirling  round  and  find  them 
there,  near  the  perilous  cliff's  edge  hauling  madly  on  the  ropes.  Up  came  Bofur, 
and  still  all  was  safe.  Up  came  Bombur,  puffing  and  blowing  while  the  ropes 
creaked, and still all was safe. Up came some tools and bundles of stores, and then 
danger was upon them. A whirring noise was heard. A red light touched the points 
of  standing  rocks.  The  dragon  came.  They  had  barely  time  to  fly  back  to  the 
tunnel, pulling and dragging in their bundles, when Smaug came hurtling from the 
North, licking the mountain-sides with flame, beating his great wings with a noise 
like a roaring wind. His hot breath shrivelled  the grass before  the door, and drove


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"So I can well believe," said Smaug, "but that is hardly our usual name." 
"I am  the clue-finder, the web-cutter, the stinging fly. I as chosen for the lucky 
number." 
"Lovely  titles!"  sneered  the  dragon.  "But  lucky  numbers  don't  always  come 
off." 
"I  am  he  that  buries  his  friends  alive  and  drowns  them  and  draws  them  alive 
again from the water. I came from the end of a bag, but no bag went over me." 
"These don't sound so creditable," scoffed Smaug. 
"I  am  the  friend  of  bears  and  the  guest  of  eagles.  I  am  Ringwinner  and 
Luckwearer;  and  I  am  Barrel-rider," went  on Bilbo  beginning  to  be  pleased with 
his riddling. 
"That's  better!"  said  Smaug.  "But  don't  let  your  imagination  run  away  with 
you!"


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He  gazed  for  what  seemed  an  age,  before  drawn  almost  against  his  will,  he 
stole  from  the  shadow  of  the  doorway,  across  the  floor  to  the  nearest  edge  of  the 
mounds of treasure. Above him the sleeping dragon lay, a dire menace even in his 
sleep.  He  grasped  a  great  two-handled  cup,  as  heavy  as  he  could  carry,  and  cast 
one  fearful  eye  upwards. Smaug  stirred  a wing,  opened  a  claw,  the  rumble  of  his 
snoring changed its note. 
Then  Bilbo  fled.  But  the  dragon  did  not  wake-not  yet  but  shifted  into  other 
dreams  of  greed  and  violence,  lying  there  in  his  stolen  hall while  the  little hobbit


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"Very  well,  O  Barrel-rider!"  he  said  aloud.  "Maybe  Barrel  was  your  pony's 
name;  and maybe  not,  though  it was  fat  enough. You may walk  unseen,  but  you 
did  not  walk  all  the  way.  Let  me  tell  you  I  ate  six  ponies  last  night  and  I  shall 
catch and eat all the others before long. In return for the excellent meal I will give 
you  one  piece  of  advice  for  your  good:  don't  have more  to  do with  dwarves  than 
you can help!" 
"Dwarves!" said Bilbo in pretended surprise. 
"Don't talk to me!" said Smaug. "I know the smell (and taste) of dwarf-no one 
better.  Don't  tell  me  that  I  can  eat  a  dwarf-ridden  pony  and  not  know  it!  You'll 
come  to  a  bad  end,  if  you  go with  such  friends. Thief Barrel-rider. I don't mind if 
you go back and tell them so from me." 
But he did not tell Bilbo that there was one smell he could not make out at all, 
hobbit-smell; it was quite outside his experience and puzzled him mightily.


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North, licking the mountain-sides with flame, beating his great wings with a noise 
like a roaring wind. His hot breath shrivelled  the grass before  the door, and drove 
in  through  the  crack  they  had  left  and  scorched  them  as  they  lay  hid.  Flickering 
fires  leaped  up  and  black  rock-shadows  danced.  Then  darkness  fell  as  he  passed 
again. 
The ponies screamed with terror, burst their ropes and galloped wildly off. The 
dragon swooped and turned to pursue them, and was gone.


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####-armour  is  like  tenfold shields, my  teeth are swords, my claws spears,  the shock of 
my tail a thunderbolt, my wings a hurricane, and my breath death!" 
"I  have  always  understood,"  said  Bilbo  in  a  frightened  squeak,  "that  dragons 
were softer underneath, especially in the region of the–er–chest; but doubtless one 
so fortified has thought of that." 
The dragon stopped short in his boasting. "Your information is antiquated," he 
snapped.  "I  am  armoured  above  and  below  with  iron  scales  and  hard  gems.  No 
blade can pierce me." 
"I might  have  guessed  it,"  said Bilbo.  "Truly  there  can;  nowhere  be found the 
equal of Lord Smaug the Impenetrable. What magnificence to possess a waistcoat 
of fine diamonds!" 
"Yes,  it  is  rare  and wonderful,  indeed,"  said  Smaug  absurdly  pleased. He  did 
not  know  that  the  hobbit  had  already  caught  a  glimpse  of  his  peculiar  under-


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you go back and tell them so from me." 
But he did not tell Bilbo that there was one smell he could not make out at all, 
hobbit-smell; it was quite outside his experience and puzzled him mightily.  
"I  suppose  you  got  a  fair  price  for  that  cup  last  night?"  he  went  on.  "Come 
now,  did  you? Nothing  at  all! Well,  that's  just  like  them. And  I  suppose  they  are 
skulking  outside,  and  your  job  is  to  do  all  the  dangerous work  and  get what  you 
can  when  I'm  not  looking-for  them?  And  you  will  get  a  fair  share?  Don't  you 
believe it! If you get off alive, you will be lucky." 
 
Bilbo  was  now  beginning  to  feel  really  uncomfortable.  Whenever  Smaug's 
roving  eye,  seeking  for  him  in  the  shadows,  flashed  across  him,  he  trembled,  and 
an unaccountable desire seized hold of him to rush out and reveal himself and tell 
all  the  truth  to  Smaug.  In  fact  he  was  in  grievous  danger  of  coming  under  the


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####-"Ha! Ha! You  admit  the  'us',"  laughed Smaug. "Why not say  'us fourteen' and 
be  done  with  it.  Mr.  Lucky  Number?  I  am  pleased  to  hear  that  you  had  other 
business  in  these  parts  besides  my  gold.  In  that  case  you  may,  perhaps,  not 
altogether waste your time. 
"I don't know if it has occurred to you that, even if you could steal the gold bit 
by bit-a matter of a hundred years or so – you could not get it very far? Not much 
use  on  the  mountain-side? Not much use  in  the  forest? Bless me! Had you never 
thought  of  the  catch?  A  fourteenth  share,  I  suppose,  Or  something  like  it,  those 
were  the  terms,  eh?  But  what  about  delivery? What  about  cartage? What  about 
armed guards and tolls?" And Smaug laughed aloud. He had a wicked and a wily 
heart,  and  he  knew  his  guesses  were  not  far  out,  though  he  suspected  that  the 
Lake-men were at the back of the plans, and that most of the plunder was meant to


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respect little Bilbo. Now he had become the real leader in their adventure. He had 
begun  to  have  ideas  and  plans  of  his  own. When  midday  came  he  got  ready  for 
another  journey  down  into  the Mountain. He  did  not  like  it  of  course,  but  it was 
not  so  bad  now  he  knew, more  or  less, what was  in  front  of  him. Had  he  known 
more about dragons and  their wily ways, he might have  teen more  frightened and 
less hopeful of catching this one napping. 
The sun was shining when he started, but it was as dark as night in the tunnel. 
The light from the door, almost closed, soon faded as he went down. So silent was 
his going  that smoke on a gentle wind could hardly have surpasses  it, and he was 
inclined  to  feel  a  bit  proud  of  himself  as  he  drew  near  the  lower  door. There was 
only the very fainter glow to be seen. 
"Old Smaug  is weary and asleep," he  thought.  "He can't,  see me and he won't


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of fine diamonds!" 
"Yes,  it  is  rare  and wonderful,  indeed,"  said  Smaug  absurdly  pleased. He  did 
not  know  that  the  hobbit  had  already  caught  a  glimpse  of  his  peculiar  under-
covering on his previous visit, and was itching for a closer view for reasons of his 
own. The dragon rolled over. "Look!" he said. "What do you say to that?" 
"Dazzlingly  marvellous!  Perfect!  Flawless!  Staggering!"  exclaimed  Bilbo 
aloud, but what he thought inside was: "Old fool! Why there is a large patch in the 
hollow of his left breast as bare as a snail out of its shell!" 
After  he  had  seen  that Mr. Baggins'  one  idea was  to  get  away.  "Well,  I  really 
must not detain Your Magnificence any longer," he  said, "or keep you from much 
needed  rest.  Ponies  take  some  catching,  I  believe,  after  a  long  start.  And  so  do 
burglars," he added as a parting shot, as he darted back and fled up the tunnel.


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back  and  put  themselves  and  all  their  families  for  generations  to  come  at  his 
service. 
 
The  dwarves  were  still  passing  the  cup  from  hand  to  hand  and  talking 
delightedly of the recovery of their treasure, when suddenly a vast rumbling woke 
in  the mountain underneath as  if  it was an old volcano  that had made up its mind 
to  start  eruptions  once  again.  The  door  behind  them  was  pulled  nearly  to,  and 
blocked  from  closing  with  a  stone,  but  up  the  long  tunnel  came  the  dreadful 
echoes, from far down in the depths, of a bellowing and a trampling that made the 
ground beneath them tremble. 
Then  the  dwarves  forgot  their  joy  and  their  confident  boasts  of  a  moment 
before  and  cowered  down  in  fright.  Smaug was  still  to  be  reckoned with.  It  does 
not  do  to  leave  a  live  dragon  out  of  your  calculations,  if  you  live  near  him.


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only the very fainter glow to be seen. 
"Old Smaug  is weary and asleep," he  thought.  "He can't,  see me and he won't 
hear  me.  Cheer  up  Bilbo!"  He  had  forgotten  or  had  never  heard  about  dragons' 
sense of smell. 
It is also an awkward fact that they keep half an eye open watching while they 
sleep,  if  they are  suspicious. Smaug certainly  looked  fast asleep, almost dead and


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an unaccountable desire seized hold of him to rush out and reveal himself and tell 
all  the  truth  to  Smaug.  In  fact  he  was  in  grievous  danger  of  coming  under  the 
dragon-spell. But plucking up courage he spoke again. 
"You  don't  know  everything, O  Smaug  the Mighty,"  said  he.  "Not  gold  alone 
brought us hither."


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heart,  and  he  knew  his  guesses  were  not  far  out,  though  he  suspected  that  the 
Lake-men were at the back of the plans, and that most of the plunder was meant to 
stop  there  in  the  town  by  the  shore  that  in  his  young  days  had  been  called 
Esgaroth. 
You will hardly believe  it, but poor Bilbo was  really very  taken aback. So far 
all  his.  thoughts  and  energies  had  been  concentrated  on  getting  to  the  Mountain 
and  finding  the  entrance. He  had  never  bothered  to wonder  how  the  treasure was 
to be removed, certainly never how any part of it that might fall to his share was to 
be brought back all the way to Bag-End Under-Hill. 
Now  a  nasty  suspicion  began  to  grow  in  his  mind-had  the  dwarves  forgotten 
this important point too, or were they laughing in their sleeves at him all the time? 
That  is  the effect  that dragon-talk has on the inexperienced. Bilbo of course ought


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####-of  his  head  and  his  heels  grew  properly  again:  it had  all been  singed  and  frizzled 
right down to the skin. In the meanwhile his friends did their best to cheer him up; 
and they were eager for his story, especially wanting to know why the dragon had 
made such an awful noise, and how Bilbo had escaped. 
But  the  hobbit  was  worried  and  uncomfortable,  and  they  had  difficulty  in 
getting anything out of him. On  thinking  things over he was now  regretting  some 
of the things he had said to the dragon, and was not eager to repeat them. The old 
thrush was sitting on a rock near by with his head cocked on one side, listening to 
all  that was  said.  It  shows what  an  ill  temper Bilbo was  in:  he  picked  up  a  stone 
and threw it at the thrush, which merely fluttered aside and came back. 
"Drat  the  bird!"  said  Bilbo  crossly.  "I  believe  he  is  listening,  and  I  don't  like 
the look of him."


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needed  rest.  Ponies  take  some  catching,  I  believe,  after  a  long  start.  And  so  do 
burglars," he added as a parting shot, as he darted back and fled up the tunnel. 
It was an unfortunate remark, for  the dragon spouted  terrific flames after him, 
and  fast  though  he  sped  up  the  slope,  he  had  not  gone  nearly  far  enough  to  be 
comfortable  before  the  ghastly  head  of  Smaug  was  thrust  against  the  opening 
behind.  Luckily  the  whole  head  and  jaws  could  not  squeeze  in,  but  the  nostrils 
sent  forth  fire  and  vapour  to  pursue  him,  and  he  was  nearly  overcome,  and 
stumbled blindly on in great pain and fear. He had been feeling rather pleased with 
the  cleverness  of  his  conversation  with  Smaug,  but  his  mistake  at  the  end  shook 
him into better sense. 
"Never  laugh  at  live  dragons,  Bilbo  you  fool!"  he  said  to  himself,  and  it


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####-divide, am sorry if you are worried about transport, and I admit the difficulties are 
great-the  lands  have  not  become  less  wild  with  the  passing  of  time,  rather  the 
reverse-but  we  will  do  whatever  we  can  for  you,  and  take  our  share  of  the  cost 
when the time comes. Believe me or not as you like!" 
From that the talk turned to the great hoard itself and to the things that Thorin 
and Balin remembered. They wondered if they were still lying there .unharmed in 
the  hall  below:  the  spears  that  were  made  for  the  armies  of  the  great  King 
Bladorthin  (long  since  dead),  each  had  a  thrice-forged head and  their  shafts were 
inlaid with  cunning gold, but  they were never delivered or paid  for;  shields made 
for warriors long dead; the great golden cup of Thror, two-handed, hammered and 
carven with birds and flowers whose eyes and petals were of jewels; coats of mail


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####-undercuts,  and  the  different  arts,  devices  and  stratagems  by which  they  had  been 
accomplished. The general opinion was that catching a dragon napping was not as 
easy as it sounded, and the attempt to stick one or prod one asleep was more likely 
to  end  in  disaster  than  a  bold  frontal  attack.  All  the  while  they  talked  the  thrush 
listened,  till  at  last when  the  stars  began  to  peep  forth,  it  silently  spread  its wings 
and  flew  away.  And  all  the  while  they  talked  and  the  shadows  lengthened  Bilbo 
became more and more unhappy and his foreboding 
At last he interrupted them. "I am sure we are very unsafe here," he said, "and 
I don't see the point of sitting here. The dragon has withered all the pleasant green, 
and  anyway  the  night  has  come  and  it  is  cold.  But  I  feel  it  in my  bones  that  this 
place will be attacked again. Smaug knows now how I came down to his hall, and


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and threw it at the thrush, which merely fluttered aside and came back. 
"Drat  the  bird!"  said  Bilbo  crossly.  "I  believe  he  is  listening,  and  I  don't  like 
the look of him." 
"Leave  him  alone!"  said Thorin.  "The  thrushes  are  good  and  friendly-this is a 
very  old  bird  indeed,  and  is  maybe  the  last  left  of  the  ancient  breed  that  used  to 
live about here, tame to the hands of my father and grandfather. They were a long-
lived and magical race, and this might even be one of those that were alive then, a 
couple of hundreds years or more ago. The Men of Dale used  to have  the  trick of 
understanding  their  language,  and  used  them  for messengers  to  fly  to  the Men of 
the Lake and elsewhere." 
"Well, he'll have news to take to Lake-town all right, if that is what he is after," 
said Bilbo; "though I don't suppose there are any people left there that trouble with 
thrush-language."


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before  and  cowered  down  in  fright.  Smaug was  still  to  be  reckoned with.  It  does 
not  do  to  leave  a  live  dragon  out  of  your  calculations,  if  you  live  near  him. 
Dragons may  not  have much  real  use  for  all  their wealth,  but  they  know  it  to  an 
ounce as a rule, especially after long possession; and Smaug was no exception. He 
had  passed  from  an  uneasy  dream  (in which  a warrior,  altogether  insignificant  in 
size  but  provided  with  a  bitter  sword  and  great  courage,  figured  most 
unpleasantly)  to  a  doze,  and  from  a  doze  to wide waking.  There was  a  breath  of 
strange  air  in  his  cave.  Could  there  be  a  draught  from  that  little  hole?  He  had 
never  felt  quite  happy  about  it,  though  was  so  small,  and  now  he  glared  at  it  in 
suspicion an wondered why he had never blocked it up. Of late he had half fancied 
he had caught the dim echoes of a knocking sound from far above that came down


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this important point too, or were they laughing in their sleeves at him all the time? 
That  is  the effect  that dragon-talk has on the inexperienced. Bilbo of course ought 
to have been on his guard; but Smaug had rather an overwhelming personality.  
"I  tell you," he  said,  in  an  effort  to  remain  loyal  to his  friends  and  to keep his 
end up, "that gold was only an afterthought with  us. We came over hill and under 
hill,  by  wave  and  win,  for  Revenge.  Surely, O  Smaug  the  unassessably wealthy, 
you must realize that your success has made you some bitter enemies?" 
Then  Smaug  really  did  laugh-a  devastating  sound  which  shook  Bilbo  to  the 
floor, while  far  up  in  the  tunnel  the  dwarves  huddled  together  and  imagined  that 
the hobbit had come to a sudden and a nasty end. 
"Revenge!"  he  snorted,  and  the  light  of  his  eyes  lit  the  the  hall  from  floor  to


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for warriors long dead; the great golden cup of Thror, two-handed, hammered and 
carven with birds and flowers whose eyes and petals were of jewels; coats of mail 
gilded and silvered and  impenetrable;  the necklace of Girion, Lord of Dale, made 
of five hundred emeralds green as grass, which he gave for the arming of his eldest 
son  in  a  coat  of  dwarf-linked rings the like of which had never been made before, 
for  it  was  wrought  of  pure  silver  to  the  power  and  strength  of  triple  steel.  But 
fairest  of  all  was  the  great  white  gem,  which  the  dwarves  had  found  beneath  the 
roots of the Mountain, the Heart of the Mountain, the Arkenstone of Thrain. 
"The  Arkenstone!  The  Arkenstone!"  murmured  Thorin  in  the  dark,  half 
dreaming with his chin upon his knees. "It was like a globe with a thousand facets; 
it shone like silver in the firelight, like water in the sun, like snow under the stars, 
like rain upon the Moon!"


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him into better sense. 
"Never  laugh  at  live  dragons,  Bilbo  you  fool!"  he  said  to  himself,  and  it 
became  a  favourite  saying  of  his  later,  and  passed  into  a  proverb.  "You  aren't 
nearly through this adventure yet," he added, and that was pretty true as well. 
 
The afternoon was turning into evening when he came out again and stumbled 
and  fell  in  a  faint  on  the  'door-step.'  The  dwarves  revived  him,  and  doctored  his 
scorches  as well  as  they  could; but  it was  a  long  time before  the hair on  the back


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suspicion an wondered why he had never blocked it up. Of late he had half fancied 
he had caught the dim echoes of a knocking sound from far above that came down 
through  it  to  his  lair.  He  stirred  and  stretched  forth  his  neck  to  sniff.  Then  he 
missed the cup!                                       
Thieves!  Fire! Murder!  Such  a  thing  had  not  happened  since  first  he  came  to 
the Mountain! His rage passes description – the sort of rage that is only seen when 
rich  folk  that  have  more  than  they  can  enjoy  suddenly  lose  something  that  they 
have  long  had  but  have  never  before  used  or  wanted.  His  fire  belched  forth,  the


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and  anyway  the  night  has  come  and  it  is  cold.  But  I  feel  it  in my  bones  that  this 
place will be attacked again. Smaug knows now how I came down to his hall, and 
you  can  trust  him  to  guess where  the  other  end  of  the  tunnel  is. He will break all 
this  side  of  the Mountain  to  bits,  if  necessary,  to  stop  up  our  entrance,  and  if  we 
are smashed with it the better he will like it." 
"You  are  very  gloomy,  Mr.  Baggins!"  said  Thorin.  "Why  has  not  Smaug 
blocked  the  lower  end,  then,  if  he  is  so  eager  to  keep  us  out?  He  has  not,  or  we 
should have heard him." 
"I  don't  know,  I  don't  know-because  at  first  he  wanted  to  try  and  lure  me  in 
again, I suppose, and now perhaps because he is waiting till after tonight's hunt, or 
because he does not want to damage his bedroom if he can help it – but I wish you 
would not argue. Smaug will be coming out at any minute now, and our only hope


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the hobbit had come to a sudden and a nasty end. 
"Revenge!"  he  snorted,  and  the  light  of  his  eyes  lit  the  the  hall  from  floor  to 
ceiling like scarlet lightning. "Revenge! The King under the Mountain is dead and 
where are hi kin  that dare  seek  revenge? Girion Lord of Dale  is dead, and  I have 
eaten  his  people  like  a wolf  among  sheep,  and where  are  his  sons'  sons  that  dare 
approach me?  I  kill where  I wish  and  none  dare  resist.  I  laid  low  the warriors of 
old and their like is not in the world today. Then I was but young and tender. Now 
I  am  old  and  strong,  strong  strong.  Thief  in  the  Shadows!"  he  gloated.  "My


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it shone like silver in the firelight, like water in the sun, like snow under the stars, 
like rain upon the Moon!" 
But  the enchanted desire of  the hoard had  fallen  from Bilbo. All  through  their 
talk  he  was  only  half  listening  to  them.  He  sat  nearest  to  the  door with  one  ear 
cocked  for  any  beginnings  of  a  sound  without,  his  other  was  alert  or  echoes 
beyond  the  murmurs  of  the  dwarves,  for  any  whisper  of  a  movement  from  far 
below.  
Darkness  grew  deeper  and  he  grew  ever  more  uneasy.  "Shut  the  door!"  he 
begged them. "I fear that dragon in my marrow. I like this silence far less than the 
uproar of last night. Shut the door before it is too late!" 
Something  in  his  voice  gave  the  dwarves  an  uncomfortable  feeling.  Slowly 
Thorin shook off his dreams and getting up he kicked away the stone that wedged 
the door. Then they thrust upon it, and it closed with a snap and a clang. No trace


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####-the door had still been open I don't like to think. They fled further down the tunnel 
glad to be still alive, while behind them outside they heard the roar and rumble of 
Smaug's  fury.  He  was  breaking  rocks  to  pieces,  smashing  wall  and  cliff  with  the 
lashings  of  his  huge  tail,  till  their  little  lofty  camping ground,  the  scorched grass, 
the thrush's stone, the snail-covered walls, the narrow ledge, and all disappeared in 
a  jumble  of  smithereens,  and  an  avalanche  of  splintered  stones  fell  over  the  cliff 
into the valley below.  
Smaug  had  left  his  lair  in  silent  stealth,  quietly  soared  into  the  air,  and  then 
floated heavy and slow in the dark like a monstrous crow, down the wind towards 
the  west  of  the  Mountain,  in  the  hopes  of  catching  unawares  something  or 
somebody  there,  and  of  spying  the outlet  to  the passage which  the  thief had used.


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because he does not want to damage his bedroom if he can help it – but I wish you 
would not argue. Smaug will be coming out at any minute now, and our only hope 
is to get well in the tunnel and shut the door." 
He  seemed  so much  in  earnest  that  the  dwarves  at  last  did  as  he said,  though 
they  delayed  shutting  the  door-it  seemed  a  desperate  plan,  for  no  one  knew 
whether  or  how  they  could  get  it  open  again  from  the  inside,  and  the  thought  of 
being  shut  in  a  place  from  which  the  only  way  out  led  through  the  dragon's  lair 
was  not  one  they  liked.  Also  everything  seemed  quite  quiet,  both  outside  and 
down the tunnel. So for a longish while they sat inside not far down from the half-
open  door  and  went  on  talking.  The  talk  turned  to  the  dragon's  wicked  words 
about the dwarves. Bilbo wished he had never heard them, or at least that he could


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Thorin shook off his dreams and getting up he kicked away the stone that wedged 
the door. Then they thrust upon it, and it closed with a snap and a clang. No trace 
of a keyhole was there left on the inside. They were shut in the Mountain! 
And  not  a  moment  too  soon.  They  had  hardly  gone  any  distance  down  the 
tunnel  when  a  blow  smote  the  side  of  the  Mountain  like  the  crash  of  battering-
rams  made  of  forest  oaks  and  swung  by  giants.  The  rock  boomed,  the  walls 
cracked and stones fell from the roof on their heads. What would have happened if


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the  west  of  the  Mountain,  in  the  hopes  of  catching  unawares  something  or 
somebody  there,  and  of  spying  the outlet  to  the passage which  the  thief had used. 
This  was  the  outburst  of  his  wrath  when  he  could  find  nobody  and  see  nothing, 
even where he guessed the outlet must actually be. 
After  he  had  let  off  his  rage  in  this  way  he  felt  better  and  he  thought  in  his 
heart that he would not be troubled again from that direction. In-the meanwhile he 
had further vengeance to take. "Barrel-rider!" he snorted. "Your fee came from the 
waterside  and  up  the water  you  came with  out  a  doubt.  I  don't  know  your  smell, 
but if you are not one of those men of the Lake, you had their help. They shall see 
me and remember who is the real King under the Mountain!" 
He rose in fire and went away south towards the Running River.


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open  door  and  went  on  talking.  The  talk  turned  to  the  dragon's  wicked  words 
about the dwarves. Bilbo wished he had never heard them, or at least that he could 
feel quite certain that the dwarves now were absolutely honest when they declared 
that they had never thought at all about what would happen after the treasure had 
been won.  
"We  knew  it  would  be  a  desperate  venture,"  said  Thorin,  "and we  know  that 
still; and I still  think  that when we have won  it will be  time enough  to  think what 
to  do  about  it.  As  for  your  share,  Mr.  Baggins,  I  assure  you  we  are  more  than 
grateful and you shall choose you own fourteenth, as soon as we have anything to


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####-Bilbo slipped on his ring and went ahead. But he did not need it: the darkness was 
complete,  and  they were  all  invisible,  ring  or  no  ring.  In  fact  so  black was  it  that 
the  hobbit  came  to  the  opening  unexpectedly,  put  his  hand  on  air,  stumbled  for 
ward, and rolled headlong into the hall! 
There he  lay face downwards on  the floor and did no dare  to get up, or hardly 
even  to  breathe.  But  nothing  moved.  There  was  not  a  gleam  of  light-unless,  as 
seemed to him, when at last he slowly raised his head, there was a pale white glint, 
above him and far off in the gloom. But certainly it was not a spark of dragon-fire, 
though the wormstench was heavy in the place, and the taste of vapour was on his 
tongue. 
At length Mr. Baggins could bear it no longer. "Come found you, Smaug, you 
worm!"  he  squeaked  aloud.  "Stop  playing  hide-and-seek!  Give  me  a  light,  and 
then eat me if you can catch me!"


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In  the  meanwhile,  the  dwarves  sat  in  darkness,  and  utter  silence  fell  about 
them.  Little  they  ate  and  little  they  spoke.  They  could  not  count  the  passing  of 
time; and  they  scarcely dared  to move,  for  the whisper of  their voices echoed and 
rustled in the tunnel. If they dozed, they woke still to darkness and to silence going 
on unbroken. At last after days and days of waiting, as it seemed, when they were 
becoming  choked  and  dazed  for  want  of  air,  they  could  bear  it  no  longer.  They 
would  almost  have  welcomed  sounds  from  below  of  the  dragon's  return.  In  the 
silence  they  feared  some  cunning  devilry  of  his,  but  they  could  not  sit  there  for 
ever. 
Thorin spoke: "Let us  try  the door!" he said. "I must feel  the wind on my face 
soon  or  die.  I  think  I  would  rather  be  smashed  by  Smaug  in  the  open  than 
suffocate in here!"


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####-a  glint  and  a  tinkle  as  he  stumbled  on  some  golden  thing. The  light grew  smaller 
as  he wandered  away  into  the  vast  hall;  then  it  began  to  rise  dancing  into  the  air. 
Bilbo was climbing  the great mound of  treasure. Soon he stood upon  the  top, and 
still  went  on.  Then  they  saw  him  halt  and  stoop  for  a  moment;  but  they  did  not 
know  the  reason.  It  was  the  Arkenstone,  the  Heart  of  the  Mountain.  So  Bilbo 
guessed  from  Thorin's  description;  but  indeed  there  could  not  be  two  such  gems, 
even in so marvellous a hoard, even in all the world. Ever as he climbed, the same 
white gleam had shone before him and drawn his feet towards Slowly it grew to a 
little  globe  of  pallid  light.  Now  as  came  near,  it  was  tinged  with  a  flickering 
sparkle  of man  colours  at  the  surface,  reflected  and  splintered  from  the wavering


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####-"Thorin! Balin! Oin! Gloin! Fill! Kili!"  he  cried  as  loud  he  could-it seemed a 
thin  little  noise  in  the wide  blackness.  "The  light's  gone  out!  Someone  come  and 
find and help me!" For the moment his courage had failed together.  
Faintly  the  dwarves  heard  his  small  cries,  though  the  only  word  they  could 
catch was 'help!' 
"Now what on earth or under it has happened?" said Thorin. "Certainly not the 
dragon, or he would not go on squeaking." 
They waited a moment or two, and still there were no dragon-noises, no sound 
at  all  in  fact  but  Bilbo's  distant  voice.  "Come,  one  of  you,  get  another  light  or 
two!" Thorin ordered. "It seems we have got to go and help our burglar." 
"It  is  about  our  turn  to  help,"  said  Balin,  "and  I  am  quite  willing  to  go. 
Anyway I expect it is safe for the moment." 
Gloin  lit  several  more  torches,  and  then  they  all  crept  out,  one  by  one,  and


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ever. 
Thorin spoke: "Let us  try  the door!" he said. "I must feel  the wind on my face 
soon  or  die.  I  think  I  would  rather  be  smashed  by  Smaug  in  the  open  than 
suffocate in here!" 
So several of the dwarves got up and groped back to where the door had been. 
But  they  found  that  the  upper  end  of  the  tunnel  had  been  shattered  and  blocked 
with broken  rock. Neither key nor  the magic  it had once obeyed would ever  open 
that door again. 
"We are trapped!" they groaned. "This is the end. We shall die here." 
But  somehow,  just  when  the  dwarves  were  most  despairing,  Bilbo  felt  a 
strange  lightening  of  the  heart,  as  if  a  heavy  weight  had  gone  from  under  his 
waistcoat. 
"Come, come!" he  said.  "While  there's  life  there's hope!" as my  father used  to 
say,  and  'Third  time  pays  for  all.'  I  am  going  down  the  tunnel  once  again.  I  have


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little  globe  of  pallid  light.  Now  as  came  near,  it  was  tinged  with  a  flickering 
sparkle  of man  colours  at  the  surface,  reflected  and  splintered  from  the wavering 
light  of  his  torch.  At  last  he  looked  down  upon  it  and  he  caught  his  breath.  The 
great  jewel  shone before he  feet of  its own  inner  light,  and yet,  cut  and  fashioned 
by  the  dwarves, who  had  dug  it  from  the  heart  of  the mountain  long  ago,  it  took 
all light that fell upon it and-changes it into ten thousand sparks of white radiance 
shot with glints of the rainbow.  
Suddenly  Bilbo's  arm  went  towards  it  drawn  by  it  enchantment.  His  small 
hand  would  not  close  about  it  for  it  was  a  large  and  heavy  gem;  but  he  lifted  it, 
shut his eyes, and put it in his deepest pocket. 
"Now  I  am  a  burglar  indeed!"  thought  he.  "But  I  suppose  I  must  tell  the


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####-from side to side for something which he could not find. It was the Arkenstone but 
he spoke of it yet to no one. 
Now  the  dwarves  took  down  mail  and  weapons  from  the  walls,  and  armed 
themselves. Royal indeed did Thorin look, clad in a coat of gold-plated rings, with 
a silver hafted axe in a belt crusted with scarlet stones. 
"Mr.  Baggins!"  he  cried.  "Here  is  the  first  payment  of  your  reward!  Cast  off 
your old coat and put on this!" 
With  that  he  put  on  Bilbo  a  small  coat  of mail,  wrought  for  some  young  elf-
prince long ago. It was of silver-steel which the elves call mithril, and with it went 
a belt of pearls and crystals. A  light helm of  figured  leather, strengthened beneath 
with hoops of steel, and studded about the bring with white gems, was set upon the 
hobbit's head. 
"I  feel magnificent," he  thought;  "but  I expect  I  look  rather absurd. How  they


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"Well, he'll have news to take to Lake-town all right, if that is what he is after," 
said Bilbo; "though I don't suppose there are any people left there that trouble with 
thrush-language." 
"Why what has happened?" cried the dwarves. "Do get on with your tale!" 
So  Bilbo  told  them  all  he  could  remember,  and  he  confessed  that  he  had  a 
nasty  feeling  that  the  dragon  guessed  too  much  from  his  riddles  added  to  the 
camps  and  the  ponies.  "I  am  sure  he  knows  we  came  from  Lake-town  and  had 
help  from  there;  and  I  have  a  horrible  feeling  that  his  next  move  may  be  in  that 
direction.  I  wish  to  goodness  I  had  never  said  that  about  Barrel-rider;  it  would 
make even a blind rabbit in these parts think of the Lake-men." 
"Well,  well!  It  cannot  be  helped,  and  it  is  difficult  not  to  slip  in  talking  to  a 
dragon,  or  so  I  have  always  heard,"  said  Balin  anxious  to  comfort  him.  "I  think


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Anyway I expect it is safe for the moment." 
Gloin  lit  several  more  torches,  and  then  they  all  crept  out,  one  by  one,  and 
went  along  the  wall  as  hurriedly  as  they  could.  It  was  not  long  before  they  met 
Bilbo  himself  coming  back  towards  them.  His  wits  had  quickly returned soon as 
he saw the twinkle of their lights. 
"Only  a  bat  and  a  dropped  torch,  nothing  worse!"  he  said  in  answer  to  their 
questions.  Though  they  were  much  relieved,  they  were  inclined  to  be  grumpy  at 
being frightened for nothing; but what they would have said, if he had told them at 
that  moment  about  the  Arkenstone,  I  don't  know.  The  mere  fleeting  glimpses  of 
treasure  which  they  had  caught  as  they  went  along  had  rekindled  all  the  fire  of 
their dwarvish hearts; and when the heart of a dwarf, even the most respectable, is 
wakened  by  gold  and  by  jewels,  he  grows  suddenly  bold,  and  he  may  become 
fierce.


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waistcoat. 
"Come, come!" he  said.  "While  there's  life  there's hope!" as my  father used  to 
say,  and  'Third  time  pays  for  all.'  I  am  going  down  the  tunnel  once  again.  I  have 
been  that  way  twice,  when  I  knew  there  was  a  dragon  at  the  other  end,  so  I  will 
risk  a  third  visit  when  I  am  no  longer  sure.  Anyway  the  only  way  out  is  down. 
And I think time you had better all come with me." 
In desperation they agreed, and Thorin was the first go forward by Bilbo's side. 
"Now  do  be  careful!"  whispered  the  hobbit,  "and  quiet  as  you  can  be! There 
may be no Smaug at the bottom but then again there may be. Don't let us take any 
unnecessary risks!" 
Down,  down  they  went.  The  dwarves  could  not,  course,  compare  with  the 
hobbit  in  real  stealth,  and  the made  a  deal  of  puffing  and  shuffling which  echoes 
magnified alarmingly; but  though every now and again Bilbo  in  fear  stopped and


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shut his eyes, and put it in his deepest pocket. 
"Now  I  am  a  burglar  indeed!"  thought  he.  "But  I  suppose  I  must  tell  the 
dwarves  about  it-some  time. The  did  say  I  could  pick  and  choose my  own  share; 
and  I  think  I would  choose  this,  if  they  took  all  the  rest!" All  the same he had an 
uncomfortable  feeling  that  the picking and choosing had not  really been meant  to 
include  this marvellous gem, and  that  trouble would yet come of  it. Now he went 
on again. Down the other side of the great mound he climbed, and the spark of his 
torch  vanished  from  the  sight  of  the  watching  dwarves.  But  soon  they  saw  it  far 
away in the distance again. Bilbo was crossing the floor of the hall. 
He  went  on,  until  he  came  to  the  great  doors  at  the  further  side,  and  there  a 
draught  of  air  refreshed him, but  it almost puffed out his  light. He peeped  timidly


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with hoops of steel, and studded about the bring with white gems, was set upon the 
hobbit's head. 
"I  feel magnificent," he  thought;  "but  I expect  I  look  rather absurd. How  they 
would laugh on the Hill at home Still I wish there was a looking-glass handy!" 
All  the  same Mr. Baggins  kept  his  head more  clear  of  the  bewitchment  of  the 
hoard  than  the dwarves did. Long before  the dwarves were  tired of examining  the 
treasures he became wary of it and sat down on the floor; and he began to wonder 
nervously what the end of it all would be 
"I would give a good many of  these precious goblets,    thought, "for a drink of 
something cheering out of one Beorn's wooden bowls!" 
"Thorin!"  he  cried  aloud.  "What  next? We  are  armed,  but what  good  has  any 
armour ever been before against Smaug the Dreadful? This treasure is not yet won 
back.  We  are  not  looking  for  gold  yet,  but  for  a  way  of  escape;  and  we  have 
tempted luck too long!"


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"Well,  well!  It  cannot  be  helped,  and  it  is  difficult  not  to  slip  in  talking  to  a 
dragon,  or  so  I  have  always  heard,"  said  Balin  anxious  to  comfort  him.  "I  think 
you  did  very well,  if  you  ask me-you found out one very useful thing at any rate, 
and got home alive, and  that  is more  than most can say who have had words with 
the likes of Smaug. It may be a mercy and a blessing yet to know of the bare patch 
in the old Worm's diamond waistcoat." 
That  turned  the  conversation,  and  they  all  began  discussing  dragon-slayings 
historical,  dubious,  and  mythical,  and  the  various  sorts  of  stabs  and  jabs  and


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their dwarvish hearts; and when the heart of a dwarf, even the most respectable, is 
wakened  by  gold  and  by  jewels,  he  grows  suddenly  bold,  and  he  may  become 
fierce. 
The  dwarves  indeed  no  longer  needed  any  urging.  All  were  now  eager  to 
explore  the  hall  while  they  had  the  chance,  and  willing  to  believe  that,  for  the 
present,  Smaug  was  away  from  home.  Each  now  gripped  a  lighted  torch;  and  as 
they  gazed,  first  on  one  side  and  then  on  another,  they  forgot  fear  and  even 
caution.  They  spoke  aloud,  and  cried  out  to  one  another,  as  they  lifted  old 
treasures from the mound or from the wall and held them in the light caressing and 
fingering them. Fili and Kili were almost in merry mood, and finding still hanging 
there many  golden  harps  strung with  silver  they  took  them  and  struck  them;  and 
being  magical  (and  also  untouched  by  the  dragon,  who  had  small  interests  in


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He  went  on,  until  he  came  to  the  great  doors  at  the  further  side,  and  there  a 
draught  of  air  refreshed him, but  it almost puffed out his  light. He peeped  timidly 
through and caught a glimpse of great passages and of the dim beginnings of wide 
stairs  going  up  into  the  gloom. And  still  there was  no  sight  nor  sound  of  Smaug. 
He was  just  going  to  turn  and  go back, when  a black  shape  swooped  at him  and 
brushed his face. He squeaked and started, stumbled backwards and fell. His torch 
dropped head downwards and went out! 
"Only  a  bat,  I  suppose  and  hope!"  he  said  miserably.  But  now  what  am  I  to 
do? Which is East, South, North West?"


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hobbit  in  real  stealth,  and  the made  a  deal  of  puffing  and  shuffling which  echoes 
magnified alarmingly; but  though every now and again Bilbo  in  fear  stopped and 
listened,  not  a  sound  stirred  below  Near  the  bottom,  as  well  as  he  could  judge,


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####-These were  smooth,  cut  out  of  the  living  rock  broad  and  lair;  and  up,  up,  the 
dwarves went, and  they met no sign of any  living  thing, only furtive shadows that 
fled  from  the  approach  of  their  torches  fluttering  in  the  draughts.  The  steps were 
not made, all the same, for hobbit-legs, and Bilbo was just feeling that he could go 
on no longer, when suddenly the roof sprang high and far beyond the reach of their 
torch-light.  A  white  glimmer  could  be  seen  coming  through  some  opening  far 
above,  and  the  air  smelt  sweeter.  Before  them  light  came  dimly  through  great 
doors, that hung twisted on their hinges and half burnt. 
"This  is  the  great  chamber  of Thror,"  said Thorin; "the hall of  feasting and of 
council. Not far off now is the Front Gate." 
They passed through the ruined chamber. Tables were rotting there; chairs and 
benches were lying there overturned, charred and decaying. Skulls and bones were


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armour ever been before against Smaug the Dreadful? This treasure is not yet won 
back.  We  are  not  looking  for  gold  yet,  but  for  a  way  of  escape;  and  we  have 
tempted luck too long!" 
'"You speak the truth!" answered Thorin, recovering his wits. "Let us go! I will 
guide you. Not  in a  thousand years should  I  forget  the ways of  this palace." Then 
he  hailed  the  others,  and  they  gathered  together,  and  holding  their  torches  above 
their  heads  they  passed  through  the  gaping  doors,  not  without many  a  backward 
glance of longing. 
Their  glittering  mail  they  had  covered  again  with  their  old  cloaks  and  their 
bright helms with their tattered hoods, and one by one they walked behind Thorin, 
a  line  of  little  lights  in  the  darkness  that  halted  often,  listening  in  fear  once more 
for any  rumour of  the dragon's coming. Though all  the old adornments were  long


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####-sobered  even Thorin  again. The  bridge  that Balin  had  spoken  of  they  found  long 
fallen, and most of its stones were now only boulders in the shallow noisy stream; 
but they forded the water without much difficulty, and found the ancient steps, and 
climbed  the  high  bank.  After  going  a  short  way  they  struck  the  old  road,  and 
before  long  came  to  a  deep  dell sheltered among  the rocks;  there  they rested for a 
while and had such a breakfast as they could, chiefly cram and water. (If you want 
to  know  what  cram  is,  I  can  only  say  that  I  don't  know  the  recipe;  but  it  is 
biscuitish,  keeps  good  indefinitely,  is  supposed  to  be  sustaining,  and  is  certainly 
not  entertaining,  being  in  fact  very  uninteresting  except  as  a  chewing  exercise.  It 
was made by the Lake-men for long journeys). 
After  that  they went on again; and now  the road struck westwards and  left  the


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####-caverns,  they  shivered  in  the  sun.  Suddenly  Bilbo  realized  that  he  was  not  only 
tired but also very hungry indeed. "It seems to be late morning," he said, "and so I 
suppose  it  is more  or  less  breakfast-time  –  if  there  is any breakfast  to have. But  I 
don't  feel  that  Smaug's  front  doorstep  is  the  safest  place  for  a  meal.  Do  let's  go 
somewhere where we can sit quiet for a bit!" 
"Quite  right!"  said  Balin.  "And  I  think  I  know  which  way  we  should  go:  we 
ought to make for the old look-out post at the Southwest corner of the Mountain." 
"How far is that?" asked the hobbit. 
"Five  hours march,  I  should  think.  It will  be  rough  going.  The  road  from  the 
Gate along  the  left edge of  the  stream  seems all broken up. But  look down  there! 
The river loops suddenly east across Dale in front of the ruined town. At that point 
there was once a bridge, leading to steep stairs that climbed up the right bank, and


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there many  golden  harps  strung with  silver  they  took  them  and  struck  them;  and 
being  magical  (and  also  untouched  by  the  dragon,  who  had  small  interests  in 
music)  they  were  still  in  tune.  The  dark  hall  was  filled  with  a  melody  that  had 
long been silent. But most of the dwarves were more practical; they gathered gems 
and stuffed  their pockets, and  let what  they could  not carry far back through their 
fingers  with  a  sigh.  Thorin  was  not  least  among  these;  but  always  he  searched


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They passed through the ruined chamber. Tables were rotting there; chairs and 
benches were lying there overturned, charred and decaying. Skulls and bones were 
upon  the  floor  among  flagons  and  bowls  and  broken  drinking-horns and dust. As 
they  came  through  yet more  doors  at  the  further  end,  a  sound  of  water  fell  upon 
their ears, and the grey light grew suddenly more full. 
"There is the birth of the Running River," said Thorin. "From here it hastens to 
the Gate. Let us follow it!" 
Out  of  a  dark  opening  in  a  wall  of  rock  there  issued  a  boiling  water,  and  it 
flowed  swirling  in  a  narrow  channel,  carved  and  made  straight  and  deep  by  the 
cunning of ancient hands. Beside it ran a stone-paved road, wide enough for many 
men  abreast.  Swiftly  along  this  they  ran,  and  round  a  wide-sweeping  turn-and 
behold!  before  them  stood  the  broad  light  of  day.  In  front  there  rose  a  tall  arch,


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was made by the Lake-men for long journeys). 
After  that  they went on again; and now  the road struck westwards and  left  the 
river, and the great shoulder of the south-pointing mountain-spur drew ever nearer. 
At  length  they  reached  the  hill  path.  It  scrambled  steeply  up,  and  they  plodded 
slowly one behind the other, till at last in the late afternoon they came to the top of 
the ridge and saw the wintry sun going downwards to the West. 
Here  they  found  a  flat  place  without  a  wall  on  three  sides,  but  backed  to  the 
North by a  rocky  face  in which  there was an opening  like a door. From  that door 
there was a wide view East and South and West. 
"Here,"  said  Balin,  "in  the  old  days  we  used  always  to  keep  watchmen,  and 
that  door  behind  leads  into  a  rock-hewn  chamber  that  was  made  here  as  a 
guardroom.  There  were  several  places  like  it  round  the  Mountain.  But  there


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mountain-side  from  the  valley  where  the  ponies  had  been  standing;  but  the  door 
withstood his searching eye, and the little high-walled bay had kept out his fiercest 
flames.  Long  he  had  hunted  in  vain  till  the  dawn  chilled  his  wrath  and  he  went 
back to his golden couch to sleep – and to gather new strength. 
He would not  forget or  forgive  the  theft, not  if a  thousand years turned him to 
smouldering  stone,  but  he  could  afford  to  wait.  Slow  and  silent  he  crept  back  to 
his lair and half closed his eyes. 
When  morning  came  the  terror  of  the  dwarves  grew  less.  They  realized  that 
dangers  of  this  kind  were  inevitable  in  dealing  with  such  a  guardian,  and  that  it 
was  no  good  giving  up  their  quest  yet.  Nor  could  they  get  away  just  now,  as 
Thorin  had  pointed  out. Their  ponies were  lost  or  killed,  and  they would  have  to


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The river loops suddenly east across Dale in front of the ruined town. At that point 
there was once a bridge, leading to steep stairs that climbed up the right bank, and 
so to a road running towards Ravenhill. There is (or was) a path that left the road 
and climbed up to the post. A hard climb, too, even if the old steps are still there." 
"Dear  me!"  grumbled  the  hobbit.  "More  walking  and  more  climbing  without 
breakfast! I wonder how many breakfasts, and other meals, we have missed inside 
that nasty clockless, timeless hole?" 
As  a  matter  of  fact  two  nights  and  the  day  between  had  gone  by  (and  not 
altogether without  food)  since  the dragon  smashed  the magic door, but Bilbo had 
quite  lost  count,  and  it  might  have  been  one  night  or  a  week  of  nights  for  all  he 
could tell. 
"Come, come!" said Thorin  laughing – his spirits had begun to rise again, and


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a  line  of  little  lights  in  the  darkness  that  halted  often,  listening  in  fear  once more 
for any  rumour of  the dragon's coming. Though all  the old adornments were  long 
mouldered  or  destroyed,  and  though  all  was  befouled  and  blasted  with  the 
comings  and  goings  of  the  monster,  Thorin  knew  every  passage  and  every  turn. 
They  climbed  long  stairs,  and  turned  and  went  down  wide  echoing  ways,  and 
turned again and climbed yet more stairs, and yet more' stairs again.


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men  abreast.  Swiftly  along  this  they  ran,  and  round  a  wide-sweeping  turn-and 
behold!  before  them  stood  the  broad  light  of  day.  In  front  there  rose  a  tall  arch, 
still  showing  the  fragments  of  old  carven  work  within,  worn  and  splintered  and 
blackened  though  it was. A misty  sun  sent  its  pale  light  between  the  arms  of  the 
Mountain, and beams of gold fell on the pavement at the threshold. 
A whirl of bats frightened from slumber by their smoking torches flurried over 
them;  as  they  sprang  forward  their  feet  slithered  on  stones  rubbed  smooth  and 
slimed  by  the  passing  of  the  dragon.  Now  before  them  the  water  fell  noisily 
outward and foamed down towards the valley. They flung their pale torches to the 
ground,  and  stood  gazing  out  with  dazzled  eyes.  They  were  come  to  the  Front 
Gate, and were looking out upon Dale.


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was  no  good  giving  up  their  quest  yet.  Nor  could  they  get  away  just  now,  as 
Thorin  had  pointed  out. Their  ponies were  lost  or  killed,  and  they would  have  to 
wait  some  time  before  Smaug  relaxed  his  watch  sufficiently  for  them  to dare  the 
long way on  foot. Luckily  they had  saved  enough of  their  stores  to  last  them  still 
for some time. 
They debated  long on what was  to be done, but  they could  think of no way of 
getting  rid  of  Smaug  –  which  had  always  been  a  weak  point  in  their  plans,  as 
Bilbo  felt  inclined  to  point  out.  Then  as  is  the  nature  of  folk  that  are  thoroughly 
perplexed,  they began  to grumble at  the hobbit, blaming him  for what had at  first 
so pleased them: for bringing away a cup and stirring up Smaug's wrath so soon. 
"What else do you suppose a burglar is to do?" asked Bilbo angrily. "I was not


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that  door  behind  leads  into  a  rock-hewn  chamber  that  was  made  here  as  a 
guardroom.  There  were  several  places  like  it  round  the  Mountain.  But  there 
seemed small need for watching in the days of our prosperity, and the guards were 
made  over  comfortable,  perhaps  – otherwise we might have had  longer warnings 
of  the coming of  the dragon, and  things might have been different. Still,  "here we 
can now lie hid and sheltered for a while, and can see much without being seen." 
"Not much use, if we have been seen coming here," said Dori, who was always 
looking  up  towards  the Mountain's  peak,  as  if  he  expected  to  see Smaug  perched 
there like a bird on a steeple. 
"We must take our chance of that," said Thorin. "We can go no further to-day." 
"Hear, hear!" cried Bilbo, and flung himself on the ground. 
In the rock-chamber there would have been room for a hundred, and there was


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At length Mr. Baggins could bear it no longer. "Come found you, Smaug, you 
worm!"  he  squeaked  aloud.  "Stop  playing  hide-and-seek!  Give  me  a  light,  and 
then eat me if you can catch me!" 
Faint echoes ran round the unseen hall, but there was no answer. Bilbo got up, 
and found that he did not know in what direction to turn. 
"Now  I  wonder  what  on  earth  Smaug  is  playing  at,"  he  said.  "He  is  not  at 
home  today  (or  tonight, or whatever it is), I do believe. If Oin and Gloin have not 
lost  their  time  tinder-boxes,  perhaps  we  can  make  a  little  light,  and  have  a  look 
round before the luck turns." 
"Light!" he cried. "Can anybody make a light?" 
The  dwarves,  of  course, were  very alarmed when Bilbo fell forward down the 
step with a bump into the hall, and they sat huddled just where he had left them at 
the end the tunnel. 
"Sh!  sh!"  they  hissed,  when  they  heard  his  voice:  and  though  that  helped  the


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so pleased them: for bringing away a cup and stirring up Smaug's wrath so soon. 
"What else do you suppose a burglar is to do?" asked Bilbo angrily. "I was not 
engaged  to  kill  dragons,  that  is  warrior's  work,  but  to  steal  treasure.  I  made  the 
best  beginning  I  could.  Did  you  expect  me  to  trot  back  with  the  whole  hoard  of 
Thror  on  my  back?  If  there  is  any  grumbling  to  be  done,  I  think  I  might  have  a 
say. You ought to have brought five hundred burglars not one. I am sure it reflects 
great  credit  on  your  grandfather,  but  you  cannot  pretend  that  you  ever  made  the


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quite  lost  count,  and  it  might  have  been  one  night  or  a  week  of  nights  for  all  he 
could tell. 
"Come, come!" said Thorin  laughing – his spirits had begun to rise again, and 
he  rattled  the  precious  stones  in  his  pockets.  "Don't  call  my  place  a  nasty  hole! 
You wait till it has been cleaned and redecorated!" 
"That won't be till Smaug's dead," said Bilbo glumly. "In the meanwhile where 
is he? I would give a good breakfast to know. I hope he is not up on the Mountain 
looking down at us!" 
 
That idea disturbed the dwarves mightily, and they quickly decided that Bilbo 
and Balin were right. 
"We must move  away  from  here,"  said Don.  "I  feel  as  if his  eyes were on  the 
back of my head." 
"It's  a  cold  lonesome  place,"  said Bombur.  "There may  be  drink,  but  I  see  no 
sign of food. A dragon would always be hungry in such parts." 
"Come on! Come on!" cried the others. "Let us follow Balm's path!"


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Now  if you wish,  like  the dwarves,  to hear news of Smaug, you must go back 
again  to  the  evening  when  he  smashed  the  door  and  flew  off  in  rage,  two  days 
before. 
The  men  of  the  lake-town  Esgaroth  were  mostly  indoors,  for  the  breeze  was 
from the black East and chill, but a few were walking on the quays, and watching, 
as they were fond of doing, the stars shine out from the smooth patches of the lake 
as  they  opened  in  the  sky.  From  their  town  the  Lonely  Mountain  was  mostly 
screened  by  the  low  hills  at  the  far  end  of  the  lake,  through  a  gap  in  which  the 
Running  River  came  down  from  the North. Only  its  high  peak  could  they  see  in 
clear weather, and they looked seldom at it, for it was ominous and dreary even in 
the light of morning. Now it was lost and gone, blotted in the dark. 
Suddenly it flickered back to view; a brief glow touched it and faded.


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ground,  and  stood  gazing  out  with  dazzled  eyes.  They  were  come  to  the  Front 
Gate, and were looking out upon Dale. 
"Well!"  said  Bilbo,  "I  never  expected  to  be  looking  out  of  this  door.  And  I 
never  expected  to  be  so  pleased  to  see  the  sun  again,  and  to  feel  the wind  on my 
face. But, ow! this wind is cold!" 
It  was.  A  bitter  easterly  breeze  blew  with  a  threat  of  oncoming  winter.  It 
swirled  over  and  round  the  arms  of  the  Mountain  into  the  valley,  and  sighed 
among the rocks. After their long time in the stewing depths of the dragon-haunted


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"Hear, hear!" cried Bilbo, and flung himself on the ground. 
In the rock-chamber there would have been room for a hundred, and there was 
a  small  chamber  further  in,  more  removed  from  the  cold  outside.  It  was  quite 
deserted; not even wild animals seemed  to have used  it  in all  the days of Smaug's 
dominion. There they laid their burdens; and some threw themselves down at once 
and slept, but the others sat near the outer door and discussed their plans. 
In  all  their  talk  they  came  perpetually  back  to  one  thing: where was  Smaug? 
They  looked West  and  there was  nothing,  and  East  there was  nothing,  and  in  the


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step with a bump into the hall, and they sat huddled just where he had left them at 
the end the tunnel. 
"Sh!  sh!"  they  hissed,  when  they  heard  his  voice:  and  though  that  helped  the 
hobbit  to  find  out where  they  were, was  some  time  before  he  could  get  anything 
else out of  them. But  in  the end, when Bilbo actually began  to stamp  in  the  floor, 
and  screamed  out  light!'  at  the  top  of  his  thrill  voice,  Thorin  gave  way,  and  Oin 
and Gloin were sent back  to  their bundles  at the top of the tunnel. After a while a 
twinkling  gleam  showed  them  returning,  in  with  a  small  pine-torch  alight  in  his 
hand,  and  Gloin  with  a  bundle  of  others  under  his  arm.  Quickly  Bilbo  trotted  to 
the  door  and  took  the  torch;  but  he  could  not  persuade  the  dwarves  to  light  the 
others  or  to  come  and  join  him  yet.  As  Thorin  carefully  explained,  Mr.  Baggins


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sign of food. A dragon would always be hungry in such parts." 
"Come on! Come on!" cried the others. "Let us follow Balm's path!" 
Under the rocky wall to the right there was no path, so on they trudged among 
the  stones  on  the  left  side  of  the  river,  and  the  emptiness  and  desolation  soon


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####-There  was  a  hiss,  a  gushing  whirl,  and  then  silence.  And  that  was  the  end  of 
Smaug  and  Esgaroth,  but  not  of  Bard.  The waxing moon  rose  higher  and  higher 
and the wind grew loud and cold. It twisted the white fog into bending pillars and 
hurrying  clouds  and  drove  it  off  to  the West  to  scatter  in  tattered  shreds over  the 
marshes before Mirkwood. Then the many boats could be seen dotted dark on the 
surface of  the  lake, and down  the wind came  the voices of  the people of Esgaroth 
lamenting  their  lost  town and goods and  ruined houses. But  they had  really much 
to be  thankful  for, had  they  thought of  it,  though  it  could hardly be  expected  that 
they should just then: three quarters of the people of the town had at least escaped 
alive;  their  woods  and  fields  and  pastures  and  cattle  and  most  of  their  boats 
remained undamaged; and the dragon was dead. What that meant they had not yet 
realized.


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the light of morning. Now it was lost and gone, blotted in the dark. 
Suddenly it flickered back to view; a brief glow touched it and faded. 
"Look!"  said  one.  "The  lights  again!  Last  night  the watchmen  saw  them start 
and fade from midnight until dawn. Something is happening up there." 
"Perhaps  the  King  under  the  Mountain  is  forging  gold,"  said  another.  "It  is 
long since he went north. It is time the songs began to prove themselves again." 
"Which  king?"  said  another  with  a  grim  voice.  "As  like  as  not  it  is  the 
marauding  fire  of  the  Dragon,  the  only  king  under  the  Mountain  we  have  ever 
known." 
"You  are  always  foreboding  gloomy  things!"  said  the  others.  "Anything  from 
floods to poisoned fish. Think of something cheerful!" 
Then  suddenly  a  great  light  appeared  in  the  low  place  in  the  hills  and  the 
northern end of the lake turned golden.


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####-songs  of mirth  to  come  had  been  sung  about  the  dwarves. Now men cursed  their 
names.  The  Master  himself  was  turning  to  his  great  gilded  boat,  hoping  to  row 
away  in  the confusion and save himself. Soon all  the  town would be deserted and 
burned down to the surface of the lake. That was the dragon's hope. They could all 
get  into  boats  for  all  he  cared.  There  he  could  have  fine  sport  hunting  them,  or 
they could stop till they starved. Let them try to get to land and he would be ready. 
Soon  he  would  set  all  the  shoreland  woods  ablaze  and  wither  every  field  and 
pasture.  Just  now  he  was  enjoying  the  sport  of  town-baiting  more  than  he  had 
enjoyed anything for years. But there was still a company of archers that held their 
ground among the burning houses. Their captain was Bard, grim-voiced and grim-
faced,  whose  friends  had  accused  him  of  prophesying  floods  and  poisoned  fish,


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####-South  there  was  no  sign  of  the  dragon,  but  there  was  a  gathering  of  very  many 
birds. At  that  they gazed and wondered; but they were no nearer understanding it, 
when the first cold stars came out. 

####-<h4>Chapter 14</h4> <br> 

Fire and Water


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####-up the cry: "Up the Bowman, and down with Moneybags," till the clamour echoed 
along the shore. 
"I  am  the  last man  to  undervalue  Bard  the  Bowman,"  said  the Master warily 
(for Bard now stood close beside him). "He has tonight earned an eminent place in 
the  roll  of  the  benefactors  of  our  town;  and  he  is  worthy  of  many  imperishable 
songs.  But,  why  O  People?"-and  here  the Master  rose  to  his  feet  and  spoke  very 
loud and clear – "why do I get all your blame? For what fault am I to be deposed? 
Who  aroused  the  dragon  from  his  slumber,  I might  ask? Who obtained of us rich 
gifts  and  ample  help,  and  led  us  to  believe  that  old  songs  could  come  true? Who 
played  on  our  soft  hearts  and  our  pleasant  fancies? What  sort  of  gold  have  they 
sent  down  the  river  to  reward  us?  Dragon-fire  and  ruin!  From  whom  should we 
claim the recompense of our damage, and aid for our widows and orphans?"


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alive;  their  woods  and  fields  and  pastures  and  cattle  and  most  of  their  boats 
remained undamaged; and the dragon was dead. What that meant they had not yet 
realized. 
They  gathered  in  mournful  crowds  upon  the  western  shores,  shivering  in  the 
cold wind,  and  their  first  complaints  and  anger were  against  the Master, who had 
left the town so soon, while some were still willing to defend it. 
"He  may  have  a  good  head  for  business-especially  his  own  business,"  some 
murmured, "but he  is no good when anything serious happens!" And  they praised 
the courage of Bard and his last mighty shot. "If only he had not been killed," they 
all  said,  "we  would  make  him  a  king.  Bard  the  Dragon-shooter  of  the  line  of 
Girion! Alas that he is lost!" 
And  in  the very midst of  their  talk, a  tall figure stepped from  the shadows. He 
was drenched with water, his black hair hung wet over his face and shoulders, and


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the  door  and  took  the  torch;  but  he  could  not  persuade  the  dwarves  to  light  the 
others  or  to  come  and  join  him  yet.  As  Thorin  carefully  explained,  Mr.  Baggins 
was  still  officially  their  expert  burglar  and  investigator.  If  he  liked  to  risk  a  light, 
that was  his  affair.  They would wait  in  the  tunnel  for  his  report. So  they  sat near 
the door and watched. 
They  saw  the  little  dark  shape  of  the  hobbit  start  across  the  floor  holding  his 
tiny  light aloft. Every now and again, while he was still near enough,  they caught


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floods to poisoned fish. Think of something cheerful!" 
Then  suddenly  a  great  light  appeared  in  the  low  place  in  the  hills  and  the 
northern end of the lake turned golden. 
"The King  beneath  the Mountain!"  they  shouted.  "His wealth  is  like  the  Sun, 
his silver like a fountain, his rivers golden run! The  river is running gold from the 
Mountain!"  they  cried,  and  everywhere  windows  were  opening  and  feet  were 
hurrying. 
There was once more a  tremendous excitement and enthusiasm. But  the grim-
voiced fellow ran hotfoot to the Master. "The dragon is coming or I am a fool!" he 
cried. "Cut the bridges! To arms! To arms!" 
Then  warning  trumpets  were  suddenly  sounded,  and  echoed  along  the  rocky 
shores.  The  cheering  stopped  and  the  joy was  turned  to  dread.  So  it was  that  the 
dragon  did  not  find  them  quite  unprepared.  Before  long,  so  great was  his  speed,


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ground among the burning houses. Their captain was Bard, grim-voiced and grim-
faced,  whose  friends  had  accused  him  of  prophesying  floods  and  poisoned  fish, 
though  they  knew  his  worth  and  courage.  He  was  a  descendant  in  long  line  of 
Girion, Lord of Dale, whose wife and child had escaped down  the Running River 
from  the  ruin  long  ago. Now  he  shot with  a  great yew bow,  till all his arrows but 
one were spent. The flames were near him. His companions were leaving him. He 
bent his bow for  the  last  time. Suddenly out of  the dark something fluttered  to his 
shoulder.  He  started-but  it was  only  an  old  thrush. Unafraid  it perched by his ear 
and it brought him news. Marvelling he found he could understand its tongue, for 
he was of the race of Dale. 
"Wait! Wait!"  it  said  to  him.  "The moon  is  rising.  Look  for  the  hollow  of  the 
left  breast  as  he  flies  and  turns  above  you!" And while Bard paused  in wonder  it


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####-be expected, and the men and their Master were ready to make any bargain for the 
future in return for the Elvenking's aid. 
Their plans were soon made. With the women and the children, the old and the 
unfit,  the  Master  remained  behind;  and  with  him  were  some  men  of  crafts  and 
many  skilled  elves;  and  they  busied  themselves  felling  trees,  and  collecting  the 
timber  sent  down  from  the  Forest.  Then  they  set  about  raising  many  huts  by  the 
shore  against  the  oncoming  winter;  and  also  under  the  Master's  direction  they 
began  the planning of a new  town, designed more fair and  large even  than before, 
but not  in  the  same place. They  removed northward higher up  the  shore;  for  ever 
after  they  had  a  dread  of  the  water  where  the  dragon  lay.  He  would  never  again 
return to his golden bed, but was stretched cold as stone, twisted upon the floor of


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####-had one)  and  there was  little  food  (even  the Master went  short). Many  took  ill of 
wet  and  cold  and  sorrow  that  night,  and  afterwards  died,  who  had  escaped 
uninjured from the ruin of the town; and in the days that followed there was much 
sickness and great hunger.  
Meanwhile  Bard  took  the  lead,  and  ordered  things  as  he  wished,  though 
always  in  the  Master's  name,  and  he  had  a  hard  task  to  govern  the  people  and 
direct  the  preparations  for  their  protection  and  housing.  Probably  most  of  them 
would  have  perished  in  the winter  that  now  hurried  after  autumn,  if  help  had  not 
been to hand. But help came swiftly; for Bard at once had speedy messengers sent 
up  the  river  to  the Forest  to ask  the aid of  the King of  the Elves of  the Wood, and 
these messengers had found a host already on the move, although it was then only 
the third day after the fall of Smaug.


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sent  down  the  river  to  reward  us?  Dragon-fire  and  ruin!  From  whom  should we 
claim the recompense of our damage, and aid for our widows and orphans?" 
As  you  see,  the Master  had  not  got  his  position  for  nothing.  The  result  of  his 
words  was  that  for  the  moment  the  people  quite  forgot  their  idea  of  a  new  king, 
and  turned  their angry  thoughts  towards Thorin and his company. Wild and bitter 
words were shouted from many sides; and some of those who had before sung the 
old  songs  loudest,  were  now  heard  as  loudly  crying  that  the  dwarves  had  stirred 
the dragon up against them deliberately! 
"Fools!" said Bard. "Why waste words and wrath on those unhappy creatures? 
Doubtless  they  perished  first  in  fire,  before  Smaug  came  to  us."  Then  even  as  he 
was  speaking,  the  thought  came  into  his  heart  of  the  fabled  treasure  of  the 
Mountain lying without guard or owner, and he fell suddenly silent. He thought of


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####-they  could  see  him  as  a  spark  of  fire  rushing  towards  them  and  growing  ever 
huger  and more  bright,  and  not  the most  foolish  doubted  that  the  prophecies  had 
gone  rather wrong. Still  they had a  little  time. Every vessel  in  the town was filled 
with  water,  every  warrior  was  armed,  every  arrow  and  dart  was  ready,  and  the 
bridge  to  the  land  was  thrown  down  and  destroyed,  before  the  roar  of  Smaug's 
terrible  approach  grew  loud,  and  the  lake  rippled  red  as  fire  beneath  the  awful 
beating of his wings. 
Amid  shrieks  and  wailing  and  the  shouts  of  men  he  came  over  them,  swept 
towards the bridges and was foiled! The bridge was gone, and his enemies were on 
an  island  in  deep  water-too  deep  and  dark  and  cool  for  his  liking.  If  he  plunged 
into  it, a vapour and a steam would arise enough  to cover all  the  land with a mist


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####-wise  and  famous  pair,  old  Care  and  his  wife,  that  lived  here  above  the  guard-
chamber. But I don't suppose that any of that ancient breed linger here now." 
No  sooner  had  he  finished  speaking  than  the  old  thrush  gave  a  loud  call,  and 
immediately flew away.  
"We may not understand him, but that old bird understands us, I am sure," said 
Balin. "Keep watch now, and see what happens!" 
Before  long  there  was  a  fluttering  of  wings,  and  back  came  the  thrush;  and 
with him came a most decrepit old bird. He was getting blind, he could hardly fly, 
and  the  top of his head was bald. He was an aged raven of great size. He alighted 
stiffly  on  the  ground  before  them,  slowly  flapped  his wings,  and  bobbed  towards 
Thorin. 
"O  Thorin  son  of  Thrain,  and  Balin  son  of  Fundin,"  he  croaked  (and  Bilbo 
could  understand  what  he  said,  for  he  used  ordinary  language  and  not  bird-


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And  in  the very midst of  their  talk, a  tall figure stepped from  the shadows. He 
was drenched with water, his black hair hung wet over his face and shoulders, and 
a fierce light was in his eyes. 
"Bard  is  not  lost!"  he  cried.  "He  dived  from  Esgaroth,  when  the  enemy  was 
slain. I am Bard, of the line of Girion; I am the slayer of the dragon!" 
"King  Bard!  King  Bard!"  they  shouted;  but  the Master  ground  his  chattering 
teeth. 
"Girion was lord of Dale, not king of Esgaroth," he said. "In the Lake-town we 
have  always  elected masters  from  among  the old  and wise,  and have not  endured 
the rule of mere fighting men. Let 'King Bard' go back to his own kingdom-Dale is 
now freed by his valour, and nothing binders his return. And any that wish can go 
with  him,  if  they  prefer  the  cold  shores  under  the  shadow  of  the Mountain  to  the 
green shores of the lake. The wise will stay here and hope to rebuild our town, and


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"Wait! Wait!"  it  said  to  him.  "The moon  is  rising.  Look  for  the  hollow  of  the 
left  breast  as  he  flies  and  turns  above  you!" And while Bard paused  in wonder  it 
told  him  of  tidings  up  in  the  Mountain  and  of  all  that  it  had  heard.  Then  Bard 
drew his bow-string to his ear. The dragon was circling back, flying low, and as he 
came the moon rose above the eastern shore and silvered his great wings. 
"Arrow!"  said  the  bowman.  "Black  arrow!  I  have  saved  you  to  the  last.  You 
have never  failed me and always  I have  recovered you.  I had you  from my  father 
and  he  from  of  old.  If  ever  you  came  from  the  forges  of  the  true  king  under  the 
Mountain, go now and speed well!" 
The  dragon  swooped  once more  lower  than  ever,  and  as  he  turned  and  dived 
down his belly glittered white with  sparkling  fires of gems  in  the moon-but not in


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was  speaking,  the  thought  came  into  his  heart  of  the  fabled  treasure  of  the 
Mountain lying without guard or owner, and he fell suddenly silent. He thought of 
the Master's  words,  and  of  Dale  rebuilt,  and  filled  with  golden  bells,  if  he  could 
but find the men. 
At  length  he  spoke  again:  "This  is  no  time  for  angry  words.  Master,  or  for 
considering weighty plans of change. There is work to do. I serve you still-though 
after  a  while  I  may  think  again  of  your  words  and  go  North  with  any  that  will 
follow me." 
Then  he  strode  off  to  help  in  the  ordering  of  the  camps  and  in  the  care  of  the 
sick  and  the  wounded.  But  the  Master  scowled  at  his  back  as  he  went,  and 
remained  sitting  on  the  ground. He  thought much  but  said  little,  unless  it was  to 
call  loudly  for  men  to  bring  him  fire  and  food.  Now  everywhere  Bard  went  he


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an  island  in  deep  water-too  deep  and  dark  and  cool  for  his  liking.  If  he  plunged 
into  it, a vapour and a steam would arise enough  to cover all  the  land with a mist 
for days; but  the  lake was mightier  than he,  it would quench him before he could 
pass through. 
Roaring  he  swept  back  over  the  town.  A  hail  of  dark  arrows  leaped  up  and 
snapped and  rattled on his  scales and  jewels, and  their  shafts  fell back kindled by 
his  breath  burning  and  hissing  into  the  lake.  No  fireworks  you  ever  imagined 
equalled the sights that night. At the twanging of the bows and the shrilling of the 
trumpets  the  dragon's wrath blazed to its height, till he was blind and mad with it. 
No  one  had  dared  to  give  battle  to  him  for  many  an  age;  nor  would  they  have 
dared  now,  if  it  had  not  been  for  the  grim-voiced man  (Bard was his name), who 
ran to and fro cheering on the archers and urging the Master to order them to fight


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Thorin. 
"O  Thorin  son  of  Thrain,  and  Balin  son  of  Fundin,"  he  croaked  (and  Bilbo 
could  understand  what  he  said,  for  he  used  ordinary  language  and  not  bird-
speech).  "I  am  Róac  son  of  Carc.  Carc  is  dead,  but  he  was  well  known  to  you 
once. It is a hundred years and three and fifty since I came out of the egg, but I do 
not  forget what my  father  told me. Now  I  am  the  chief  of  the  great  ravens  of  the 
Mountain. We are few, but we remember still the king that was of old. Most of my 
people are abroad, for there are great tidings in the South – some are tidings of joy 
to you, and some you will not think so good. 
"Behold! the birds are gathering back again to the Mountain and to Dale from 
South and East and West, for word has gone out that Smaug is dead!" 
"Dead!  Dead?"  shouted  the  dwarves.  "Dead!  Then  we  have  been  in  needless 
fear-and the treasure is ours!" 
They all sprang up and began to caper about for joy.


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with  him,  if  they  prefer  the  cold  shores  under  the  shadow  of  the Mountain  to  the 
green shores of the lake. The wise will stay here and hope to rebuild our town, and 
enjoy again in time its peace and riches." 
"We will have King Bard!" the people near at hand shouted in reply. "We have 
had  enough  of  the  old men  and  the money-counters!" And people further off took


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these messengers had found a host already on the move, although it was then only 
the third day after the fall of Smaug. 
The Elvenking had received news from his own messengers and from the birds 
that  loved  his  folk,  and  already  knew  much  of  what  had  happened.  Very  great 
indeed was  the commotion among all  things with wings  that dwelt on  the borders 
of  the Desolation of  the Dragon. The  air was  filled with  circling  flocks,  and  their 
swift-flying messengers  flew  here  and  there  across  the  sky.  Above  the  borders  of 
the  Forest  there  was  whistling,  crying  and  piping.  Far  over  Mirkwood  tidings 
spread: "Smaug is dead!" Leaves rustled and startled ears were lifted. Even before 
the  Elvenking  rode  forth  the  news  had  passed west  right  to  the  pinewoods  of  the 
Misty Mountains; Beorn had heard it in his wooden house, and the goblins were at 
council in their caves.


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after  they  had  a  dread  of  the  water  where  the  dragon  lay.  He  would  never  again 
return to his golden bed, but was stretched cold as stone, twisted upon the floor of 
the  shallows.  There  for  ages  his  huge  bones  could  be  seen  in  calm weather  amid 
the  ruined  piles  of  the old  town. But  few dared  to cross  the cursed spot, and none 
dared  to dive  into  the shivering water or recover  the precious stones  that fell from 
his rotting carcass. 
But  all  the men  of  arms  who  were  still  able,  and  the most  of  the  Elvenking's 
array,  got  ready  to march  north  to  the Mountain.  It  was  thus  that  in  eleven  days 
from the ruin of the town the head of their host passed the rock-gates at the end of 
the lake and came into the desolate lands.


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dared  now,  if  it  had  not  been  for  the  grim-voiced man  (Bard was his name), who 
ran to and fro cheering on the archers and urging the Master to order them to fight 
to the last arrow.  
Fire leaped from the dragon's jaws. He circled for a while high in the air above 
them lighting all the lake; the trees by the shores shone like copper and like blood 
with  leaping shadows of dense black at their feet. Then down he swooped straight 
through  the  arrow-storm,  reckless  in  his  rage,  taking  no  heed  to  turn  his  scaly 
sides towards his foes, seeking only to set their town ablaze. 
Fire  leaped  from  thatched  roofs  and  wooden  beam-ends  as  he  hurtled  down 
and  past  and  round  again,  though  all  had  been  drenched  with  water  before  he 
came. Once more water was flung by a hundred hands wherever a spark appeared. 
Back  swirled  the  dragon.  A  sweep  of  his  tail  and  the  roof  of  the  Great  House


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remained  sitting  on  the  ground. He  thought much  but  said  little,  unless  it was  to 
call  loudly  for  men  to  bring  him  fire  and  food.  Now  everywhere  Bard  went  he 
found  talk  running  like  fire  among  the  people  concerning  the  vast  treasure  that 
was  now  unguarded.  Men  spoke  of  the  recompense  for  all  their  harm  that  they 
would soon get from it, and wealth over and to spare with which to buy rich things 
from  the  South;  and  it  cheered  them  greatly  in  their  plight.  That was as well,  for 
the night was bitter and miserable. Shelters could be contrived for few (the Master


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"Dead!  Dead?"  shouted  the  dwarves.  "Dead!  Then  we  have  been  in  needless 
fear-and the treasure is ours!" 
They all sprang up and began to caper about for joy.  
"Yes,  dead,"  said Róac. "The  thrush, may his feathers never fall, saw him die, 
and  we may  trust  his  words.  He  saw  him  fall  in  battle  with  the men  of  Esgaroth 
the third night back from now at the rising of the moon." 
It was some time before Thorin could bring the dwarves to be silent and listen 
to  the  raven's  news. At  length when  he  had  told  all  the  tale  of  the  battle  he went 
on: 
"So  much  for  joy,  Thorin  Oakenshield.  You  may  go  back  to  your  halls  in 
safety;  all  the  treasure  is  yours-for  the  moment.  But  many  are  gathering  hither 
beside  the  birds.  The  news  of  the  death  of  the  guardian  has  already  gone  far  and 
wide, and the legend of the wealth of Thror has not lost in the telling during many


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The  dragon  swooped  once more  lower  than  ever,  and  as  he  turned  and  dived 
down his belly glittered white with  sparkling  fires of gems  in  the moon-but not in 
one place. The great bow  twanged. The black arrow sped straight from  the string, 
straight  for  the  hollow  by  the  left  breast  where  the  foreleg  was  flung  wide.  In  it 
smote and vanished, barb, shaft and  feather, so  fierce was  its  flight. With a shriek 
that  deafened men,  felled  trees  and  split  stone,  Smaug  shot  spouting  into  the  air, 
turned over and crashed down from on high in ruin. 
Full on  the  town he  fell. His  last  throes splintered  it  to sparks and gledes. The 
lake roared  in. A vast steam  leaped up, white  in  the sudden dark under  the moon.


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Misty Mountains; Beorn had heard it in his wooden house, and the goblins were at 
council in their caves. 
"That  will  be  the  last  we  shall  hear  of  Thorin  Oakenshield,  I  fear,"  said  the 
king. "He would have done better to have remained my guest. It is an ill wind, all 
the  same,"  he  added,  "that  blows  no  one  any  good."  For  he  too  had  not  forgotten 
the legend of the wealth of Thror. So it was that Bard's messengers found him now 
marching  with  many  spearmen  and  bowmen;  and  crows  were  gathered  thick, 
above him,  for  they  thought  that war was awakening again,  such as had not been 
in  those parts  for a  long age. But  the king, when he  received  the prayers of Bard, 
had  pity,  for  he  was  the  lord  of  a  good  and  kindly  people;  so  turning  his march, 
which  had  at  first  been  direct  towards  the  Mountain,  he  hastened  now  down  the


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beside  the  birds.  The  news  of  the  death  of  the  guardian  has  already  gone  far  and 
wide, and the legend of the wealth of Thror has not lost in the telling during many 
years; many are eager for a share of the spoil. Already a host of the elves is on the 
way,  and  carrion birds  are with  them hoping  for battle  and  slaughter. By  the  lake 
men murmur  that  their sorrows are due  to  the dwarves; for  they are homeless and


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came. Once more water was flung by a hundred hands wherever a spark appeared. 
Back  swirled  the  dragon.  A  sweep  of  his  tail  and  the  roof  of  the  Great  House 
crumbled  and  smashed  down.  Flames  unquenchable  sprang  high  into  the  night. 
Another  swoop and another, and another house and  then another  sprang afire and 
fell;  and  still  no  arrow  hindered  Smaug  or  hurt  him  more  than  a  fly  from  the 
marshes.  Already  men  were  jumping  into  the  water  on  every  side.  Women  and 
children  were  being  huddled  into  laden  boats  in  the  market-pool. Weapons were 
flung down. There was mourning and weeping, where but a little time ago the old


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####-many  have  died,  and  Smaug  has  destroyed  their  town.  They  too  think  to  find 
amends from your treasure, whether you are alive or dead. 
"Your  own wisdom must  decide  your  course,  but  thirteen  is  small  remnant  of 
the great folk of Durin that once dwelt here, and now are scattered far. If you will 
listen to my counsel, you will not trust the Master of the Lake-men, but rather him 
that  shot  the  dragon  with  his  bow.  Bard  is  he,  of  the  race  of  Dale,  of  the  line  of 
Girion; he is a grim man but true. We would see peace once more among dwarves 
and  men  and  elves  after  the  long  desolation;  but  it  may  cost  you  dear  in  gold.  I 
have spoken." 
Then Thorin burst forth in anger: "Our thanks, Róac Carc's son. You and your 
people shall not be forgotten. But none of our gold shall thieves take or the violent 
carry  off  while  we  are  alive.  If  you  would  earn  our  thanks  still  more,  bring  us


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####-were wandering wild far down the banks of the Running River, not far from where 
the  rest of  their  stores had been  left. So while  the others went on with  their work, 
Fili  and  Kili  were  sent,  guided  by  a  raven,  to  find  the  ponies  and  bring  back  all 
they could. 
They were  four  days  gone,  and  by  that  time  they  knew  that  the  joined  armies 
of  the  Lake-men  and  the  Elves  were  hurrying  towards  the  Mountain.  But  now 
their hopes were higher; for they had food for some weeks with care-chiefly cram, 
of course, and they were very tired of it; but cram is much better than nothing-and 
already the gate was blocked with a wall of squared stones laid dry, but very thick 
and  high  across  the  opening.  There  were  holes  in  the  wall  through  which  they 
could  see  (or  shoot)  but  no  entrance.  They  climbed  in  or  out  with  ladders,  and 
hauled stuff up with ropes. For the issuing of the stream they had contrived a small


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Under the Mountain dark and tall 
The King has come unto his hall! 
His foe is dead, the Worm of Dread, 
And ever so his foes shall fall. 
 
The sword is sharp, the spear is long, 
The arrow swift, the Gate is strong; 
The heart is bold that looks on gold; 
The dwarves no more shall suffer wrong. 
 
The dwarves of yore made mighty spells, 
While hammers fell like ringing bells 
In places deep, where dark things sleep, 
In hollow halls beneath the fells. 
 
On silver necklaces they strung 
The light of stars, on crowns they hung 
The dragon-fire, from twisted wire  
The melody of harps they wrung. 
 
The mountain throne once more is freed! 
O! wandering folk, the summons heed! 
Come haste! Come haste! across the waste! 
The king of friend and kin has need. 
 
Now call we over mountains cold, 
'Come hack unto the caverns old'! 
Here at the Gates the king awaits,


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had  pity,  for  he  was  the  lord  of  a  good  and  kindly  people;  so  turning  his march, 
which  had  at  first  been  direct  towards  the  Mountain,  he  hastened  now  down  the 
river  to  the  Long  Lake.  He  had  not  boats  or  rafts  enough  for  his  host,  and  they 
were  forced  to  go  the  slower way  by  foot;  but  great  store  of  goods he sent ahead 
by water. Still elves are light–footed, and though they were not in these days much 
used  to  the  marches  and  the  treacherous  lands  between  the  Forest  and  the  Lake, 
their going was swift. Only five days after the death of the dragon they came upon 
the  shores and  looked on  the  ruins of  the  town. Their welcome was good, as may


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####-brooded,  nor with  dwarvish  hearts. Long hours  in  the past days Thorin had  spent 
in the treasury, and the lust of it was heavy on him. Though he had hunted chiefly 
for  the Arkenstone, yet he had  an  eye  for many  another wonderful  thing  that was 
lying there, about which were wound old memories of the labours and the sorrows 
of his race. 
"You  put  your worst  cause  last  and  in  the  chief  place," Thorin  answered.  "To 
the treasure of my people no man has a claim, because Smaug who stole it from us 
also  robbed  him  of  life  or  home.  The  treasure  was  not  his  that  his  evil  deeds 
should  be  amended  with  a  share  of  it.  The  price  of  the  goods  and  the  assistance 
that we  received of  the Lake-men we will fairly pay-in due time. But nothing will 
we  give,  not  even  a  loaf's  worth,  under  threat  of  force. While  an  armed host  lies 
before our doors, we look on you as foes and thieves.


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people shall not be forgotten. But none of our gold shall thieves take or the violent 
carry  off  while  we  are  alive.  If  you  would  earn  our  thanks  still  more,  bring  us 
news of any that draw near. Also I would beg of you, if any of you are still young 
and strong of wing, that you would send messengers to our kin in the mountains of 
the  North,  both  west  from  here  and  east,  and  tell  them  of  our  plight.  But  go 
specially to my cousin Dain in the Iron Hills, for he has many people well-armed, 
and dwells nearest to this place. Bid him hasten!" 
"I  will  not  say  if  this  counsel  be  good  or  bad,"  croaked  Róac;  "but  I will  do 
what can be done." Then off he slowly flew.  
"Back now to the Mountain!" cried Thorin. "We have little time to lose." 
"And  little  food  to  use!"  cried  Bilbo,  always  practical  on  such  points.  In  any 
case  he  felt  that  the  adventure was, properly speaking, over  .with  the death of  the


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Now  we  will  return  to  Bilbo  and  the  dwarves.  All  night  one  of  them  had 
watched,  but when morning  came  they  had  not  heard  or  seen  any  sign  of  danger. 
But ever more thickly the birds were gathering. Their companies came flying from 
the  South;  and  the  crows  that  still  lived  about  the Mountain  were  wheeling  and 
crying unceasingly above. 
"Something  strange  is  happening,"  said  Thorin.  "The  time  has  gone  for  the 
autumn  wanderings;  and  these  are  birds  that  dwell  always  in  the  land;  there  are 
starlings  and  flocks  of  finches;  and  far  off  there  are  many  carrion  birds  as  if  a 
battle were afoot!" 
Suddenly Bilbo pointed: "There  is  that old  thrush again!" he cried. "He seems 
to have escaped, when Smaug  smashed  the mountain-side, but I don't suppose the 
snails have!" 
Sure  enough  the  old  thrush was  there,  and  as  Bilbo  pointed,  he  flew  towards


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could  see  (or  shoot)  but  no  entrance.  They  climbed  in  or  out  with  ladders,  and 
hauled stuff up with ropes. For the issuing of the stream they had contrived a small 
low arch under the new wall; but near the entrance they had so altered the narrow 
bed  that  a wide pool  stretched  from  the mountain-wall to the head of the fall over 
which  the  stream  went  towards  Dale.  Approach  to  the  Gate  was  now  only 
possible, without  swimming,  along  a narrow  ledge of  the  cliff,  to  the  right  as one 
looked  outwards  from  the wall.  The  ponies  they  had  brought  only  to  the  head  of 
the  steps  above  the  old  bridge,  and  unloading  them  there  had  bidden  them  return 
to their masters and sent them back riderless to the South. 
There  came  a  night  when  suddenly  there  were  many  lights  as  of  fires  and 
torches away south in Dale before them. 
"They  have  come!"  called  Balin.  "And  their  camp  is  very  great.  They  must


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####-His hands are rich with gems and gold. 
 
The king is come unto his hall 
Under the Mountain dark and tall. 
The Worm of Dread is slain and dead, 
And ever so our foes shall fall!


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we  give,  not  even  a  loaf's  worth,  under  threat  of  force. While  an  armed host  lies 
before our doors, we look on you as foes and thieves. 
"It is in my mind to ask what share of their inheritance you would have paid to 
our kindred, had you found the hoard unguarded and us slain." 
"A just question," replied Bard. "But you are not dead, and we are not robbers. 
Moreover  the  wealthy  may  have  pity  beyond  right  on  the  needy  that  befriended 
them when they were in want. And still my other claims remain unanswered." 
"I will  not  parley,  as  I  have  said, with  armed men  at my  gate. Nor  at all with 
the people of the Elvenking, whom I remember with small kindness. In this debate 
they have no place. Begone now ere our arrows fly! And if you would speak with 
me  again,  first  dismiss  the  elvish  host  to  the  woods  where  it  belongs,  and  then 
return, laying down your arms before you approach the threshold."


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####-"I  daresay;  but  I  am  bound  here  till  midnight,"  grumbled  the  fat  dwarf.  "A 
sorry  business  altogether.  Not  that  I  venture  to  disagree  with  Thorin,  may  his 
beard grow ever longer; yet he was ever a dwarf with a stiff neck." 
"Not as stiff as my legs," said Bilbo. "I am tired of stairs and stone passages. I 
would give a good deal for the feel of grass at my toes." 
"I would give a good deal for the feel of a strong drink in my throat, and for a 
soft bed after a good supper!" 
"I  can't  give  you  those,  while  the  siege  is  going  on.  But  it  is  long  since  I 
watched,  and  I  will  take  your  turn  for  you,  if  you  like.  There  is  no  sleep  in  me 
tonight." 
  "You  are  a  good  fellow,  Mr.  Baggins,  and  I  will  take  your  offer  kindly.  If 
there  should  be  anything  to  note,  rouse me  first, mind  you!  I will  lie  in  the  inner 
chamber to the left, not far away."


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"And  little  food  to  use!"  cried  Bilbo,  always  practical  on  such  points.  In  any 
case  he  felt  that  the  adventure was, properly speaking, over  .with  the death of  the 
dragon-in  which  he  was  much  mistaken-and  he  would  have  given  most  of  his 
share of the profits for the peaceful winding up of these affairs. 
"Back  to  the  Mountain!"  cried  the  dwarves  as  if  they  had  not  heard  him;  so 
back he had  to go with  them. As you have heard  some of  the  events  already, you 
will  see  that  the  dwarves  still  had  some  days  before  them.  They  explored  the 
caverns  once  more,  and  found,  as  they  expected,  that  only  the  Front  Gate 
remained  open;  all  the  other  gates  (except,  of  course,  the  small  secret  door)  had 
long  ago  been  broken  and  blocked  by  Smaug,  and  no  sign  of  them  remained.  So 
now  they  began  to  labour  hard  in  fortifying  the  main  entrance,  and  in  remaking


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to have escaped, when Smaug  smashed  the mountain-side, but I don't suppose the 
snails have!" 
Sure  enough  the  old  thrush was  there,  and  as  Bilbo  pointed,  he  flew  towards 
them  and  perched  on  a  stone  near  by. Then  he  fluttered  his wings  and  sang;  then 
he  cocked  his  head  on  one  side,  as  if  to  listen;  and  again  he  sang,  and  again  he 
listened. 
"I  believe  he  is  trying  to  tell  us  something,"  said  Balin;  "but  I  cannot  follow 
the  speech  of  such  birds,  it  is  very  quick  and  difficult.  Can  you  make  it  out 
Baggins?" 
"Not very well," said Bilbo (as a matter of fact, he could make nothing of it at 
all); "but the old fellow seems .very excited." 
"I only wish he was a raven!" said Balin. 
"I  thought  you  did  not  like  them!  You  seemed  very  shy  of  them,  when  we 
came this way before." 
"Those  were  crows!  And  nasty  suspicious-looking  creatures  at  that,  and  rude


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torches away south in Dale before them. 
"They  have  come!"  called  Balin.  "And  their  camp  is  very  great.  They  must 
have come into the valley under the cover of dusk along both banks of the river." 
That night the dwarves slept little. The morning was still pale when they saw a 
company approaching. From behind  their wall  they watched  them come up  to  the 
valley's head and climb slowly up. Before long they could see that both men of the 
lake  armed  as  if  for  war  and  elvish  bowmen  were  among  them.  At  length  the 
foremost  of  these  climbed  the  tumbled  rocks  and  appeared  at  the  top  of  the  falls; 
and very great was their surprise to see the pool before them and the Gate blocked 
with a wall of new-hewn stone. 
As they stood pointing and speaking to one another Thorin hailed them: "Who 
are  you,"  he  called  in  a  very  loud  voice,  "that  come  as  if  in  war  to  the  gates  of


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Now the days passed slowly and wearily. Many of the dwarves spent their time 
piling  and  ordering  the  treasure;  and  now  Thorin  spoke  of  the  Arkenstone  of 
Thrain, and bade them eagerly to look for it in every comer.  
"For the Arkenstone of my father," he said, "is worth more than a river of gold 
in  itself,  and  to me  it  is  beyond  price.  That  stone  of  all  the  treasure  I  name  unto 
myself, and I will be avenged on anyone who finds it and withholds it." 
Bilbo heard these words and he grew afraid, wondering what would happen, if 
the stone was found-wrapped in an old bundle of tattered oddments that he used as 
a pillow. All the same he did not speak of it, for as the weariness of the days grew 
heavier, the beginnings of a plan had come into his little head. 
Things had gone on like this for some time, when the ravens brought news that 
Dain and more than five hundred dwarves, hurrying from the Iron Hills, were now


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there  should  be  anything  to  note,  rouse me  first, mind  you!  I will  lie  in  the  inner 
chamber to the left, not far away." 
"Off you go!" said Bilbo. "I will wake you at midnight, and you can wake the 
next watchman." As soon as Bombur had gone, Bilbo put on his ring, fastened his 
rope,  slipped  down  over  the wall,  and was  gone. He  had  about  five  hours  before 
him.  Bombur  would  sleep  (he  could  sleep  at  any  time,  and  ever  since  the 
adventure  in  the  forest he was  always  trying  to  recapture  the beautiful dreams he 
had then); and all the others were busy with Thorin. It was unlikely that any, even 
Fili  or  Kili,  would  come out on  the wall until  it was  their  turn.  It was very dark, 
and  the  road  after  a  while,  when  he  left  the  newly made  path  and  climbed  down 
towards the lower course of the stream, was strange to him. At last he came to the


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"I  thought  you  did  not  like  them!  You  seemed  very  shy  of  them,  when  we 
came this way before." 
"Those  were  crows!  And  nasty  suspicious-looking  creatures  at  that,  and  rude 
as  well.  You  must  have  heard  the  ugly  names  they were  calling  after  us. But  the 
ravens  are  different.  There  used  to  be  great  friendship  between  them  and  the 
people  of  Thror;  and  they  often  brought  us  secret  news,  and were  rewarded with 
such bright things as they coveted to hide in their dwellings. 
"They  live many  a  year,  and  their memories  are  long,  and  they  hand  on  their 
wisdom to their children. I knew many among the ravens of the rocks when I was 
a  dwarf-  lad.  This  very  height  was  once  named  Ravenhill,  because  there  was  a


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me  again,  first  dismiss  the  elvish  host  to  the  woods  where  it  belongs,  and  then 
return, laying down your arms before you approach the threshold." 
"The Elvenking  is my  friend,  and  he  has  succoured  the  people  of  the Lake  in 
their need, though they had no claim but friendship on him," answered Bard. "We 
will  give  you  time  to  repent  your  words.  Gather  your  wisdom  ere  we  return!" 
Then he departed and went back to the camp. 
Ere  many  hours  were  past,  the  banner-bearers  returned,  and  trumpeters  stood 
forth and blew a blast: 
"In  the  name  of  Esgaroth  and  the  Forest,"  one  cried,  "we  speak  unto  Thorin 
Thrain's  son  Oakenshield,  calling  himself  the  King  under  the  Mountain,  and  we 
bid him consider well  the claims  that have been urged, or be declared our  foe. At 
the  least  he  shall  deliver  one  twelfth  portion  of  the  treasure  unto  Bard,  as  the


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long  ago  been  broken  and  blocked  by  Smaug,  and  no  sign  of  them  remained.  So 
now  they  began  to  labour  hard  in  fortifying  the  main  entrance,  and  in  remaking 
the  road  that  led  from  it.  Tools  were  to  be  found  in  plenty  that  the  miners  and 
quarriers  and  builders  of  old  had  used;  and  at  such  work  the  dwarves  were  still 
very skilled. 
As  they  worked  the  ravens  brought  them  constant  tidings.  In  this  way  they 
learned  that  the  Elvenking  had  turned  aside  to  the  Lake,  and  they  still  had  a 
breathing  space. Better  still,  they heard  that  three of  their ponies had escaped and


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This song appeared to please Thorin, and he smiled again and grew merry; and 
he began reckoning the distance to the Iron Hills and how long it would be before 
Dain  could  reach  the  Lonely Mountain,  if  he  had  set  out  as  soon  as  the message 
reached  him.  But  Bilbo's  heart  fell,  both  at  the  song  and  the  talk:  they  sounded 
much  too  warlike.  The  next  morning  early  a  company  of  spearmen  was  seen 
crossing  the  river,  and  marching  up  the  valley.  They  bore  with  them  the  green 
banner of the Elvenking and the blue banner of the Lake, and they advanced until 
they stood right before the wall at the Gate. 
Again Thorin hailed  them  in a  loud voice: "Who are you  that come armed for 
war to the gates of Thorin son of Thrain, King under the Mountain?" This time he 
was answered. 
A  tall  man  stood  forward,  dark  of  hair  and  grim  of  face,  and  he  cried:  "Hail


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Things had gone on like this for some time, when the ravens brought news that 
Dain and more than five hundred dwarves, hurrying from the Iron Hills, were now 
within about two days' march of Dale, coming from the North-East. 
"But  they  cannot  reach  the  Mountain  unmarked,"  said  Róac,  "and  I  fear  lest 
there  be  battle  in  the  valley.  I  do  not  call  this  counsel  good.  Though  they  are  a 
grim  folk,  they  are  not  likely  to  overcome  the  host  that  besets  you;  and  even  if 
they  did  so, what will  you gain? Winter and snow is hastening behind them. How 
shall you be  fed without  the  friendship and goodwill of  the  lands about you? The 
treasure is likely to be your death, though the dragon is no more!"' 
But  Thorin  was  not moved.  "Winter  and  snow  will  bite both men and elves," 
he said, "and they may find their dwelling in the Waste grievous to bear. With my


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bid him consider well  the claims  that have been urged, or be declared our  foe. At 
the  least  he  shall  deliver  one  twelfth  portion  of  the  treasure  unto  Bard,  as  the 
dragon-slayer,  and  as  the  heir  of  Girion.  From  that  portion  Bard  will  himself 
contribute  to  the  aid  of  Esgaroth;  but  if  Thorin  would  have  the  friendship  and 
honour of the lands about, as his sires had of old, then he will give also somewhat 
of his own  for  the comfort of  the men of  the Lake." Then Thorin seized a bow of


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and  the  road  after  a  while,  when  he  left  the  newly made  path  and  climbed  down 
towards the lower course of the stream, was strange to him. At last he came to the 
bend  where  he  had  to  cross  the  water,  if  he  was  to  make  for  the  camp,  as  he 
wished. The bed of the stream was there shallow but already broad, and fording it 
in the dark was not easy for the little hobbit. He was nearly across when he missed 
his  footing  on  a  round  stone  and  fell  into  the  cold  water  with  a  splash.  He  had 
barely  scrambled  out  on  the  far  bank,  shivering  and  spluttering,  when  up  came 
elves in the gloom with bright lanterns and searched for the cause of the noise. 
"That  was  no  fish!"  one  said.  "There  is  a  spy  about.  Hide  your  lights! They 
will help him more  than us,  if  it  is  that queer  little creature  that  is said  to be  their 
servant." 
"Servant,  indeed!"  snorted  Bilbo;  and  in  the  middle  of  his  snort  he  sneezed


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####-dreadful  dwarf  and  goblin  wars,  of  which  you  have  no  doubt  heard. When  they 
arrive there may be serious trouble." 
"Why  do  you  tell  us  this?  Are  you  betraying  your  friends,  or  are  you 
threatening us?" asked Bard grimly.  
"My  dear  Bard!"  squeaked  Bilbo.  "Don't  be  so  hasty!  I  never  met  such 
suspicious folk! I am merely trying to avoid trouble for all concerned. Now I will 
make you an offer!!" 
"Let us hear it!" they said. 
"You may  see  it!"  said  he.  "It  is  this!"  and  he  drew  forth  the Arkenstone,  and 
threw away the wrapping. 
The Elvenking himself, whose eyes were used to things of wonder and beauty, 
stood up in amazement. Even Bard gazed marvelling at it in silence. It was as if a 
globe had been  filled with moonlight and hung before  them  in a net woven of  the 
glint of frosty stars. 
"This  is  the  Arkenstone  of  Thrain,"  said  Bilbo,  "the  Heart  of  the  Mountain;


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As they stood pointing and speaking to one another Thorin hailed them: "Who 
are  you,"  he  called  in  a  very  loud  voice,  "that  come  as  if  in  war  to  the  gates  of 
Thorin son of Thrain, King under the Mountain, and what do you desire?" 
But  they  answered  nothing.  Some  turned  swiftly  back,  and  the  others  after 
gazing  for  a while  at  the Gate  and  its  defences  soon  followed  them. That  day  the 
camp was moved  and was  brought  right  between  the  arms  of  the Mountain.  The 
rocks echoed then with voices and with song, as they had not done for many a day.


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war to the gates of Thorin son of Thrain, King under the Mountain?" This time he 
was answered. 
A  tall  man  stood  forward,  dark  of  hair  and  grim  of  face,  and  he  cried:  "Hail 
Thorin! Why do you fence yourself like a robber in his hold? We are not yet foes, 
and  we  rejoice  that  you  are  alive  beyond  our  hope.  We  came  expecting  to  find 
none  living  here;  yet  now  that  we  are  met  there  is  matter  for  a  parley  and  a 
council." 
"Who are you, and of what would you parley?" 
"I am Bard, and by my hand was the dragon slain and your treasure delivered. 
Is that not a matter that concerns you? Moreover I am by right descent the heir of 
Girion of Dale,  and  in your hoard  is mingled much of  the wealth of his halls  and 
town,  which  of  old  Smaug  stole.  Is  not  that  a  matter  of  which  we  may  speak? 
Further  in  his  last  battle  Smaug  destroyed  the  dwellings  of  the men  of  Esgaroth,


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####-They seized him quickly, in spite of their surprise. "Who are you? Are you the 
dwarves' hobbit? What are you doing? How did you get so far past our sentinels?" 
they asked one after another.  
"I am Mr. Bilbo Baggins," he answered, "companion of Thorin, if you want to 
know. I know your king well by sight, though perhaps he doesn't know me to look 
at. But Bard will remember me, and it is Bard I particularly want to see." 
"Indeed!" said they, "and what may be your business?"  
"Whatever  it  is,  it's my own, my good  elves. But  if you wish  ever  to get back 
to  your  own  woods  from  this  cold  cheerless  place,"  he  answered  shivering,  "you 
will  take me  along  quiet  to a fire, where I can dry-and then you will let me speak 
to your chiefs as quick as may be. I have only an hour or two to spare." 
That is how it came about that some two hours after his escape from the Gate,


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globe had been  filled with moonlight and hung before  them  in a net woven of  the 
glint of frosty stars. 
"This  is  the  Arkenstone  of  Thrain,"  said  Bilbo,  "the  Heart  of  the  Mountain; 
and  it  is  also  the  heart  of  Thorin.  He  values  it  above  a  river  of  gold.  I  give  it  to 
you.  It  will  aid  you  in  your  bargaining."  Then  Bilbo,  not  without  a  shudder,  not 
without a glance of longing, handed the marvellous stone to Bard, and he held it in 
his hand, as though dazed. 
"But how is it yours to give?" he asked at last with an effort. 
"O  well!"  said  the  hobbit  uncomfortably.  "It  isn't  exactly;  but,  well,  I  am 
willing  to  let  it  stand  against  all my claim, don't you know. I may be a burglar-or 
so  they  say: personally  I never  really  felt  like one-but I am an honest one, I hope, 
more  or  less.  Anyway  I  am  going  back  now,  and  the  dwarves  can  do  what  they 
like to me. I hope you will find it useful."


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will help him more  than us,  if  it  is  that queer  little creature  that  is said  to be  their 
servant." 
"Servant,  indeed!"  snorted  Bilbo;  and  in  the  middle  of  his  snort  he  sneezed 
loudly, and the elves immediately gathered towards the sound. 
"Let's  have  a  light!"  he  said.  "I  am  here,  if  you want me!"  and  he  slipped  off 
his ring, and popped from behind a rock.


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But  Thorin  was  not moved.  "Winter  and  snow  will  bite both men and elves," 
he said, "and they may find their dwelling in the Waste grievous to bear. With my 
friends behind  them and winter upon  them,  they will perhaps be  in softer mood  to 
parley with." 
That night Bilbo made up his mind. The sky was black and moonless. As soon 
as  it  was  full  dark,  he  went  to  a  corner  of  an  inner  chamber  just  within  the  gate 
and drew from his bundle a rope, and also the Arkenstone wrapped in a rag. Then 
he  climbed  to  the  top  of  the  wall.  Only  Bombur  was  there,  for  it  was  his  turn to 
watch, and the dwarves kept only one watchman at a time. 
"It is mighty cold!" said Bombur. "I wish we could have a fire up here as they 
have in the camp!" 
"It is warm enough inside," said Bilbo.


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####-horn  and  shot  an  arrow  at  the  speaker.  It  smote  into  his  shield  and  stuck  there 
quivering. 
'"Since  such  is  your  answer,"  he  called  in  return,  "I  declare  the  Mountain 
besieged. You shall not depart from it, until you call on your side for a truce and a 
parley. We will bear no weapons against you, but we leave you to your gold. You 
may eat that, if you will!" 
With  that  the  messengers  departed  swiftly,  and  the  dwarves  were  left  to 
consider  their  case. So grim had Thorin become, that even if they had wished, the 
others  would  not  have  dared  to  find  fault  with  him;  but  indeed  most  of  them 
seemed  to  share  his mind-except perhaps old fat Bombur and Fili and Kili. Bilbo, 
of course, disapproved of  the whole  turn of affairs. He had by now had more than 
enough of the Mountain, and being besieged inside it was not at all to his taste. 
"The whole place still stinks of dragon," he grumbled to himself, "and it makes


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to your chiefs as quick as may be. I have only an hour or two to spare." 
That is how it came about that some two hours after his escape from the Gate, 
Bilbo  was  sitting  beside  a  warm  fire  in  front  of  a  large  tent,  and  there  sat  too, 
gazing curiously at him, both the Elvenking and Bard. A hobbit in elvish armour, 
partly wrapped in an old blanket, was something new to them. 
"Really you know," Bilbo was  saying  in his best business manner,  "things  are 
impossible. Personally I am tired of the whole affair. I wish I was back in the West 
in  my  own  home,  where  folk  are  more  reasonable.  But  I  have  an  interest  in  this 
matter-one  fourteenth share,  to be precise, according  to a  letter, which  fortunately 
I believe I have kept." He drew from a pocket in his old jacket (which he still wore 
over his mail), crumpled and much folded, Thorin's letter that had been put under 
the clock on his mantelpiece in May!


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more  or  less.  Anyway  I  am  going  back  now,  and  the  dwarves  can  do  what  they 
like to me. I hope you will find it useful." 
The Elvenking looked at Bilbo with a new wonder.  
"Bilbo  Baggins!"  he  said.  "You  are  more  worthy  to  wear  the  armour  of  elf-
princes  than  many  that  have  looked  more  comely  in  it.  But  I  wonder  if  Thorin 
Oakenshield will see it so. I have more knowledge of dwarves  in general than you 
have perhaps. I advise you to remain with us, and here you shall be honoured and 
thrice welcome." 
"Thank you very much I am sure," said Bilbo with a bow. "But I don't think I 
ought to leave my friends like this, after all we have gone through together. And I 
promised  to  wake  old  Bombur  at  midnight,  too!  Really  I  must  be  going,  and 
quickly." 
Nothing  they  could  say  would  stop  him;  so  an  escort  was  provided  for  him, 
and  as  he  went  both  the  king  and  Bard  saluted  him  with  honour.  As  they  passed


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####-through  the  camp  an  old  man  wrapped  in  a  dark  cloak,  rose  from  a  tent  door 
where he was sitting and came towards them. 
"Well  done!  Mr.  Baggins!"  he  said,  clapping  Bilbo  on  the  back.  "There  is 
always more about you than anyone expects!" It was Gandalf. 
For the first time for many a day Bilbo was really delighted. But there was no 
time for all the questions that he immediately wished to ask. 
"All  in  good  time!"  said  Gandalf.  "Things  are  drawing  towards  the  end  now, 
unless  I  am  mistaken.  There  is  an  unpleasant  time  just  in  front  of  you;  but  keep 
your heart up! You may  come  through  all  right. There  is news brewing  that  even 
the ravens have not heard. Good night!" 
Puzzled  but  cheered.  Bilbo  hurried  on.  He  was  guided  to  a  safe  ford  and  set 
across  dry,  and  then  he  said  farewell  to  the  elves  and  climbed  carefully  back


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####-There was  the  sound,  too,  of  elven-harps and of sweet music; and as  it echoed up 
towards  them  it  seemed  that  the  chill  of  the  air  was  warmed,  and  they  caught 
faintly the fragrance of woodland flowers blossoming in spring. 
Then Bilbo longed to escape from the dark fortress and to go down and join in 
the mirth  and  feasting  by  the  fires.  Some  of  the  younger  dwarves were moved  in 
their  hearts,  too,  and  they  muttered  that  they  wished  things  had  fallen  out 
otherwise and that they might welcome such folk as friends; but Thorin scowled. 
Then  the  dwarves  themselves  brought  forth  harps  and  instruments  regained 
from  the  hoard,  and  made  music  to  soften  his  mood;  but  their  song  was  not  as 
elvish song, and was much like the song they had sung long before in Bilbo's little 
hobbit-hole.


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####-"You!  You!"  cried  Thorin,  turning  upon  him  and  grasping  him  with  both 
hands.  "You  miserable  hobbit!  You  undersized-burglar!"  he  shouted  at  a  loss  for 
words, and he shook poor Bilbo like a rabbit. 
"By the beard of Durin! I wish I had Gandalf here! Curse him for his choice of 
you! May his beard wither! As for you I will throw you to the rocks!" he cried and 
lifted Bilbo in his arms. 
"Stay! Your wish is granted!" said a voice. The old man with the casket threw 
aside  his  hood  and  cloak.  "Here  is  Gandalf!  And  none  too  soon  it  seems.  If  you 
don't  like my Burglar, please don't damage him. Put him down,  and  listen first  to 
what he has to say!" 
"You  all  seem  in  league!"  said  Thorin  dropping  Bilbo  on  the  top  of  the wall. 
"Never  again will  I  have  dealings with  any wizard  or  his  friends. What  have  you 
to say, you descendant of rats?"


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enough of the Mountain, and being besieged inside it was not at all to his taste. 
"The whole place still stinks of dragon," he grumbled to himself, "and it makes 
me sick. And cram is beginning simply to stick in my throat."


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over his mail), crumpled and much folded, Thorin's letter that had been put under 
the clock on his mantelpiece in May! 
"A share in the profits, mind you," he went on. "I am aware of that. Personally 
I am only too ready to consider all your claims carefully, and deduct what is right 
from  the  total  before  putting  in my  own  claim.  However  you  don't  know  Thorin 
Oakenshield as well as I do now. I assure you, he is quite ready to sit on a heap of 
gold and starve, as long as you sit here." 
"Well, let him!" said Bard. "Such a fool deserves to starve." 
"Quite  so,"  said  Bilbo.  "I  see  your  point  of  view.  At  the  same  time  winter  is 
coming  on  fast. Before  long  you will  be  having  snow  and what not, and supplies 
will  be  difficult  –  even  for  elves  I  imagine.  Also  there  will  be  other  difficulties. 
You have not heard of Dain and the dwarves of the Iron Hills?" 
"We have, a long time ago; but what has he got to do with us?" asked the king.


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####-"They may indeed," said Thorin. And already, so strong was the bewilderment 
of  the  treasure upon him, he was pondering whether by the help of Dain he might 
not recapture the Arkenstone and withhold the share of the reward. 
And  so  Bilbo  was  swung  down  from  the  wall,  and  departed  with  nothing  for 
all his trouble, except the armour which Thorin had given him already. More than 
one of the dwarves 'in their hearts felt shame and pity at his going. 
"Farewell!" he cried to them. "We may meet again as friends." 
"Be  off!"  called  Thorin.  "You  have  mail  upon  you,  which  was  made  by  my 
folk,  and  is  too  good  for  you.  It  cannot  be  pierced  .by  arrows;  but  if  you  do  not 
hasten, I will sting your miserable feet. So be swift!" 
"Not so hasty!" said Bard. "We will give you until tomorrow. At noon we will 
return,  and  see  if  you  have  brought  from  the  hoard  the  portion  that  is  to  be  set


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"Never  again will  I  have  dealings with  any wizard  or  his  friends. What  have  you 
to say, you descendant of rats?" 
"Dear  me!  Dear  me!"  said  Bilbo.  "I  am  sure  this  is  all  very  uncomfortable. 
You may remember saying that I might choose my own fourteenth share? Perhaps 
I took it too literally –1 have been told that dwarves are sometimes politer in word 
than  in  deed.  The  time  was,  all  the  same,  when  you  seemed  to  think  that  I  had 
been of some service. Descendant of rats, indeed! Is this ail the service of you and 
your family that I was promised. Thorin? Take it that I have disposed of my share 
as I wished, and let it go at that!" 
"I will,"  said Thorin  grimly.  "And  I will  let  you  go  at  that-and may we never 
meet again!" Then he turned and spoke over the wall. "I am betrayed," he said. "It 
was rightly guessed that I could not forbear to redeem the Arkenstone, the treasure


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Puzzled  but  cheered.  Bilbo  hurried  on.  He  was  guided  to  a  safe  ford  and  set 
across  dry,  and  then  he  said  farewell  to  the  elves  and  climbed  carefully  back 
towards the Gate. Great weariness began to come over him; but it was well before 
midnight when he  clambered up  the  rope  again  –  it was  still where he had  left  it. 
He untied  it and hid  it, and  then he sat down on the wall and wondered anxiously 
what would happen next. 
At  midnight  he  woke  up  Bombur;  and  then  in  turn  rolled  himself  up  in  his 
corner,  without  listening  to  old  dwarfs  thanks  (which  he  felt  he  had  hardly 
earned).  He  was  soon  fast  asleep  forgetting  all  his  worries  till  the  morning.  As 
matter of fact he was dreaming of eggs and bacon.


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town,  which  of  old  Smaug  stole.  Is  not  that  a  matter  of  which  we  may  speak? 
Further  in  his  last  battle  Smaug  destroyed  the  dwellings  of  the men  of  Esgaroth, 
and  I  am  yet  the  servant  of  their Master.  I would  speak  for  him  and  ask whether 
you  have  no  thought  for  the  sorrow  and misery  of  his  people.  They  aided  you  in 
your  distress,  and  in  recompense  you  have  thus  far  brought  ruin  only,  though 
doubtless undesigned." 
Now  these were  fair words and  true,  if proudly and grimly  spoken; and Bilbo 
thought  that Thorin would at once admit what  justice was  in  them. He did not, of 
course,  expect  that  any one would remember that it was he who discovered all by 
himself the dragon's weak spot; and that was just as well, for no one ever did. But 
also he did not reckon with the power that gold has upon which a dragon has long


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meet again!" Then he turned and spoke over the wall. "I am betrayed," he said. "It 
was rightly guessed that I could not forbear to redeem the Arkenstone, the treasure 
of my house. For it I will give one fourteenth share of the hoard in silver and gold, 
setting  aside  the  gems;  but  that  shall  be  accounted  the  promised  share  of  this 
traitor, and with that reward he shall depart, and you can divide it as you will. He 
will  get  little  enough,  I  doubt  not.  Take  him,  if  you  wish  him  to  live;  and  no 
friendship of mine goes with him. 
"Get down now to your friends!" he said to Bilbo, "or I will throw you down." 
"What about the gold and silver?" asked Bilbo. 
"That shall follow after, as can be arranged," said he. 
"Get down!" 
"Until then we keep the stone," cried Bard. 
"You are not making a very splendid figure as King under the Mountain," said 
Gandalf. "But things may change yet."


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You have not heard of Dain and the dwarves of the Iron Hills?" 
"We have, a long time ago; but what has he got to do with us?" asked the king. 
"I  thought  as much.  I  see  I  have  some  information  you  have  not  got.  Dain,  I 
may  tell  you,  is  now  less  than  two  days' march  off,  and  has  at  least  five  hundred 
grim  dwarves  with  him  –  a  good  many  of  them  have  had  experience  in  the


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####-Still  more  suddenly  a  darkness  came  on  with  dreadful  swiftness!  A  black 
cloud  hurried  over  the  sky. Winter  thunder  on  a wild wind  rolled  roaring  up  and 
rumbled  in  the  Mountain,  and  lightning  lit  its  peak.  And  beneath  the  thunder 
another  blackness  could  be  seen  whirling  forward;  but  it  did  not  come  with  the 
wind,  it  came  from  the  North,  like  a  vast  cloud  of  birds,  so  dense  that  no  light 
could be seen between their wings. 
"Halt!"  cried  Gandalf,  who  appeared  suddenly,  and  stood  alone,  with  arms 
uplifted, between  the advancing dwarves and  the  ranks awaiting  them. "Halt!" he 
called  in  a  voice  like  thunder,  and  his  staff  blazed  forth  with  a  flash  like  the 
lightning.  "Dread  has  come  upon  you  all!  Alas!  it  has  come  more  swiftly  than  I 
guessed. The Goblins  are upon you! Bolg*  of the North is coming. O Dain! whose


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"Not so hasty!" said Bard. "We will give you until tomorrow. At noon we will 
return,  and  see  if  you  have  brought  from  the  hoard  the  portion  that  is  to  be  set 
against  the  stone.  If  that  is  done  without  deceit,  then  we  will  depart,  and  the  elf-
host will go back to the Forest. In the meanwhile farewell!" 
With  that  they  went  back  to  the  camp;  but  Thorin  sent  messengers  by  Róac 
telling Dain of what had passed, and bidding him come with wary speed. 
That day passed and the night. The next day the wind shifted west, and the air 
was  dark  and  gloomy.  The  morning  was  still  early  when  a  cry  was  heard  in  the 
camp.  Runners  came  in  to  report  that  a  host  of  dwarves  had  appeared  round  the 
eastern spur of  the Mountain and was now hastening  to Dale. Dain had come. He 
had  hurried  on  through  the  night,  and  so  had  come  upon  them  sooner  than  they


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####-This, of. course, in the polite and rather old-fashioned language of such occasions, 
meant simply: "You have no business  here. We are going on, so make way or we 
shall fight you!" They meant to push on between the Mountain and the loop of the 
river, for the narrow land there did not seem to be strongly guarded. 
Bard,  of  course,  refused  to  allow  the  dwarves  to  go  straight  on  to  the 
Mountain. He was  determined  to wait  until  the  gold  and  silver  had  been  brought 
out in exchange for the Arkenstone: for he did not believe that this would be done, 
if  once  the  fortress  was manned  with  so  large  and  warlike  a  company.  They  had 
brought with  them a great store of supplies; for  the dwarves can carry very heavy 
burdens,  and  nearly  all  of  Dain's  folks,  in  spite  of  their  rapid  march,  bore  huge 
packs  on  their  backs  in  addition  to  their  weapons.  They  would  stand  a  siege  for


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####-"To  me!  To  me!  Elves  and  Men!  To  me!  O  my  kinsfolk!"  he  cried,  and  his 
voice shook like a horn in the valley.  
Down, heedless of order, rushed all the dwarves of Dain to his help. Down too 
came  many  of  the  Lake-men,  for Bard  could  not  restrain  them;  and out upon  the 
other  side  came many  of  the  spearmen  of  the  elves. Once  again  the  goblins were 
stricken in the valley; and they were piled in heaps till Dale was dark and hideous 
with  their  corpses.  The  Wargs  were  scattered  and  Thorin  drove  right  against  the 
bodyguards  of  Bolg.  But  he  could  not  pierce  their  ranks.  Already  behind  him 
among the goblin dead lay many men and many dwarves, and many a fair elf that 
should  have  lived  yet  long  ages  merrily  in  the  wood.  And  as  the  valley  widened 
his onset grew ever slower. His numbers were too few. His flanks were unguarded.


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lightning.  "Dread  has  come  upon  you  all!  Alas!  it  has  come  more  swiftly  than  I 
guessed. The Goblins  are upon you! Bolg*  of the North is coming. O Dain! whose 
father  you  slew  in  Moria.  Behold!  the  bats  are  above  his  army  like  a  sea  of 
locusts. They ride upon wolves and Wargs are in their train!" 
Amazement  and  confusion  fell  upon  them  all.  Even  as  Gandalf  had  been 
speaking  the  darkness  grew.  The  dwarves  halted  and  gazed  at  the  sky.  The  elves 
cried out with many voices. 
"Come!" called Gandalf.  "There  is yet  time  for council. Let Dain  son of Nain 
come swiftly to us!" 
 
So  began  a  battle  that  none  had  expected; and  it was called  the Battle of Five 
Armies,  and  it  was  very  terrible.  Upon  one  side  were  the  Goblins  and  the  wild 
Wolves, and upon  the other were Elves and Men and Dwarves. This  is how  it  fell 
out.  Ever  since  the  fall  of  the Great Goblin  of  the Misty Mountains  the hatred of


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####-flickered  as  it  fled  as  if with  stinging  fire.  Behind  the  arrows  a  thousand  of  their 
spearmen  leapt  down  and  charged.  The  yells  were  deafening.  The  rocks  were 
stained  black  with  goblin  blood.  Just  as  the  goblins  were  recovering  from  the 
onslaught  and  the  elf-charge was halted,  there  rose  from across  the valley a deep-
throated  roar. With  cries  of  "Moria!"  and  "Dain,  Dain!"  the  dwarves  of  the  Iron 
Hills  plunged  in,  wielding  their  mattocks,  upon  the  other  side;  and  beside  them 
came  the  men  of  the  Lake  with  long  swords.  Panic  came  upon  the Goblins;  and 
even as they turned to meet this new attack, the elves charged again with renewed 
numbers. Already many of  the goblins were  flying back down  the  river  to  escape 
from the trap: and many of their own wolves were turning upon them and rending 
the  dead  and  the  wounded.  Victory  seemed  at  hand,  when  a  cry  rang  out  on  the


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eastern spur of  the Mountain and was now hastening  to Dale. Dain had come. He 
had  hurried  on  through  the  night,  and  so  had  come  upon  them  sooner  than  they 
had expected. Each one of his folk was clad in a hauberk of steel mail that hung to 
his  knees,  and  his  legs were  covered with  hose  of  a  fine  and  flexible metal mesh, 
the secret of whose making was possessed by Dain's people. 
The  dwarves  are  exceedingly  strong  for  their  height,  but  most  of  these  were 
strong  even  for  dwarves.  In  battle  they  wielded  heavy  two-handed mattocks;  but 
each of  them had also a  short broad  sword at his  side and a  round  shield  slung at 
his  back.  Their  beards  were  forked  and  plaited  and  thrust  into  their  belts.  Their 
caps  were  of  iron  and  they  were  shod  with  iron,  and  their  faces  were  grim. 
Trumpets  called  men  and  elves  to  arms.  Before  long  the  dwarves  could  be  seen


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burdens,  and  nearly  all  of  Dain's  folks,  in  spite  of  their  rapid  march,  bore  huge 
packs  on  their  backs  in  addition  to  their  weapons.  They  would  stand  a  siege  for 
weeks,  and  by  that  time yet more dwarves might  come,  and yet more,  for Thorin 
had many relatives. Also they would be able to reopen and guard some other gate, 
so that the besiegers would have to encircle the whole mountain; and for that they 
had not sufficient numbers. 
These  were,  in  fact,  precisely  their  plans  (for  the  raven-messengers  had  been 
busy between Thorin and Dain); but  for  the moment  the way was barred, so after 
angry  words  the  dwarf-messengers  retired  muttering  in  their  beards.  Bard  then 
sent messengers  at  once  to  the Gate; but  they  found no gold or payment. Arrows 
came forth as soon as they were within shot, and they hastened back in dismay. In 
the  camp  all  was  now  astir,  as  if  for  battle;  for  the  dwarves  of  Dain  were


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####-This is the plan that he made in council with the Elvenking and with Bard; and 
with  Dain,  for  the  dwarf-lord  now  joined  them:  the  Goblins  were  the  foes  of  all, 
and at  their coming all other quarrels were  forgotten. Their only hope was  to  lure 
the  goblins  into  the  valley  between  the  arms  of  the Mountain;  and  themselves  to 
man  the  great  spurs  that  struck  south  and  east. Yet  this would  be  perilous,  if  the 
goblins  were  in  sufficient  numbers  to  overrun  the  Mountain  itself,  and  so  attack 
them also  from behind and above; but there was no time for make any other plan, 
or to summon any help. 
Soon  the  thunder  passed,  rolling  away  to  the  South-East;  but  the  bat-cloud 
came,  flying  lower,  over  the  shoulder  of  the  Mountain,  and  whirled  above  them 
shutting out the light and filling them with dread. 
"To  the  Mountain!"  called  Bard.  "To  the  Mountain!  Let  us  take  our  places


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Next  day  the  trumpets  rang  early  in  the  camp. Soon  a  single  runner was  seen 
hurrying  along  the  narrow  path.  At  a  distance  he  stood  and  hailed  them,  asking 
whether Thorin would now listen to another embassy, since new tidings had come 
to hand, and matters were changed. 
"That will be Dain!" said Thorin when he heard. "They will have got wind of 
his  coming.  I  thought  that would  alter  their mood! Bid them come few in number 
and weaponless, and I will hear," he called to the messenger.  
About  midday  the  banners  of  the  Forest  and  the  Lake  were  seen  to  be  borne 
forth  again.  A  company  of  twenty  was  approaching.  At  the  beginning  of  the 
narrow  way  they  laid  aside  sword  and  spear,  and  came  on  towards  the  Gate. 
Wondering, the dwarves saw that among them were both Bard and the Elvenking, 
before whom an old man wrapped in cloak and hood bore a strong casket of iron-
bound wood.


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Wolves, and upon  the other were Elves and Men and Dwarves. This  is how  it  fell 
out.  Ever  since  the  fall  of  the Great Goblin  of  the Misty Mountains  the hatred of 
their  race  for  the  dwarves  had  been  rekindled  to  fury. Messengers  had  passed  to 
and fro between all their cities, colonies and strongholds; for they resolved now to 
win  the  dominion  of  the  North.  Tidings  they  had  gathered  in  secret  ways; and  in 
all  the  mountains  there  was  a  forging  and  an  arming.  Then  they  marched  and 
gathered by hill  and valley, going  ever by  tunnel or under dark, until  around  and 
beneath the great mountain Gundabad of the North, where was their capital, a vast 
host  was  assembled  ready  to  sweep  down  in  time  of  storm  unawares  upon  the 
South. Then  they  learned of  the death of Smaug,  and  joy was  in  their hearts:  and 
they hastened night  after night  through  the mountains,  and  came  thus  at  last on  a


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from the trap: and many of their own wolves were turning upon them and rending 
the  dead  and  the  wounded.  Victory  seemed  at  hand,  when  a  cry  rang  out  on  the 
heights above. 
Goblins  had  scaled  the Mountain  from  the  other  side  and  already many were 
on the slopes above the Gate, and others were streaming down recklessly, heedless 
of  those  that  fell  screaming  from  cliff  and  precipice,  to  attack  the  spurs  from 
above. Each of these could be reached by paths that ran down from the main mass 
of  the Mountain  in  the  centre;  and  the  defenders  had  too  few  to  bar  the  way  for 
long. Vi ctory now vanished from hope. They had only stemmed the first onslaught 
of the black tide. 
Day drew on. The goblins gathered again  in  the valley. There a host of Wargs 
came  ravening  and  with  them  came  the  bodyguard  of  Bolg,  goblins  of  huge  size 
with scimitars of steel. Soon actual darkness was coming into a stormy sky; while


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caps  were  of  iron  and  they  were  shod  with  iron,  and  their  faces  were  grim. 
Trumpets  called  men  and  elves  to  arms.  Before  long  the  dwarves  could  be  seen 
coming  up  the  valley  at  a  great  pace.  They  halted  between  the  river  and  the 
eastern  spur;  but  a  few  held  on  their  way,  and  crossing  the  river  drew  near  the 
camp;  and  there  they  laid  down  their weapons  and  held  up  their  hands  in  sign  of 
peace. Bard went out to meet them, and with him went Bilbo. 
"We  are  sent  from  Dain  son  of  Nain,"  they  said  when  questioned.  "We  are 
hastening  to our kinsmen  in  the Mountain, since we learn that the kingdom of old 
is  renewed. But who  are  you  that  sit  in  the  plain  as  foes  before  defended walls?"


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should  have  lived  yet  long  ages  merrily  in  the  wood.  And  as  the  valley  widened 
his onset grew ever slower. His numbers were too few. His flanks were unguarded. 
Soon  the  attackers  were  attacked,  and  they  were  forced  into  a  great  ring,  facing 
every  way,  hemmed  all  about  with  goblins  and  wolves  returning  to  the  assault. 
The bodyguard of Bolg came howling against them, and drove in upon their ranks 
like waves  upon  cliffs  of  sand.  Their  friends  could  not  help  them,  for  the  assault 
from  the Mountain was  renewed with  redoubled  force,  and  upon  either  side men 
and elves were being slowly beaten down. 
On  all  this  Bilbo  looked  with  misery.  He  had  taken  his  stand  on  Ravenhill 
among  the Elves-partly because  there was more chance of escape from  that point, 
and partly (with the more Tookish part of his mind) because if he was going to be


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Wondering, the dwarves saw that among them were both Bard and the Elvenking, 
before whom an old man wrapped in cloak and hood bore a strong casket of iron-
bound wood. 
"Hail Thorin!" said Bard. "Are you still of the same mind?" 
"My mind does not change with the rising and setting of a few suns," answered 
Thorin. "Did you come to ask me idle questions? Still the elf-host has not departed 
as  I  bade! Till  then  you  come  in  vain  to  bargain with me."  "Is  there  then nothing 
for which you would yield any of your gold?" 
"Nothing that you or your friends have to offer." 
"What of the Arkenstone of Thrain?" said he, and at the same moment the old 
man  opened  the  casket  and  held  aloft  the  jewel.  The  light  leapt  from  his  hand, 
bright and white in the morning. 
Then Thorin was stricken dumb with amazement and confusion. No one spoke 
for  a  long while. Thorin  at  length broke  the  silence,  and his voice was  thick with


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came forth as soon as they were within shot, and they hastened back in dismay. In 
the  camp  all  was  now  astir,  as  if  for  battle;  for  the  dwarves  of  Dain  were 
advancing along the eastern bank. 
"Fools!"  laughed  Bard,  "to  come  thus  beneath  the  Mountain's  arm!  They  do 
not understand war above ground, whatever they may know of battle in the mines. 
There  are many  of  our  archers  and  spearmen  now  hidden  in  the  rocks  upon  their 
right  flank. Dwarf-mail may  be  good,  but  they will  soon be hard put  to  it. Let us 
set on them now from both sides, before they are fully rested!" 
But  the  Elvenking  said:  "Long will  I  tarry,  ere  I  begin  this war  for  gold.  The 
dwarves cannot press us, unless we will, or do anything  that we cannot mark. Let 
us  hope  still  for  something  that  will  bring  reconciliation.  Our  advantage  in 
numbers will be enough, if in the end it must come to unhappy blows."


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shutting out the light and filling them with dread. 
"To  the  Mountain!"  called  Bard.  "To  the  Mountain!  Let  us  take  our  places 
while there is yet time!" 
On  the Southern spur,  in  its  lower slopes and  in  the  rocks at  its  feet,  the Elves 
were  set;  on  the  Eastern  spur  were men  and  dwarves.  But  Bard  and  some  of  the 
nimblest of men and elves climbed  to  the height of  the Eastern  shoulder  to gain a 
view  to  the North. Soon  they could see  the  lands before  the Mountain's  feet black 
with a hurrying multitude. Ere long the vanguard swirled round the spur's end and 
came  rushing  into  Dale.  These  were  the  swiftest  wolf-riders,  and  already  their 
cries  and  howls  rent  the  air  afar.  A  few  brave  men  were  strung  before  them  to 
make  a  feint  of  resistance,  and many  there  fell  before  the  rest  drew  back  and fled 
to  either  side.  As  Gandalf  had  hoped,  the  goblin  army  had  gathered  behind  the


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came  ravening  and  with  them  came  the  bodyguard  of  Bolg,  goblins  of  huge  size 
with scimitars of steel. Soon actual darkness was coming into a stormy sky; while 
still  the great bats  swirled  about  the heads  and  ears of  elves  and men, or  fastened 
vampire-like  on  the  stricken.  Now  Bard  was  fighting  to  defend  the  Eastern  spur, 
and yet giving slowly back; and the elf-lords were at bay about their king upon the 
southern arm, near to the watch-post on Ravenhill. 
Suddenly  there  was  a  great  shout,  and  from  the  Gate  came  a  trumpet  call. 
They had forgotten Thorin! Part of  the wall, moved by  levers, fell outward with a 
crash  into  the  pool. Out  leapt  the King  under  the Mountain,  and  his  companions 
followed  him.  Hood  and  cloak  were  gone;  they  were  in  shining  armour,  and  red 
light  leapt  from  their  eyes.  In  the  gloom  the  great  dwarf  gleamed  like  gold  in  a 
dying fire.


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South. Then  they  learned of  the death of Smaug,  and  joy was  in  their hearts:  and 
they hastened night  after night  through  the mountains,  and  came  thus  at  last on  a 
sudden  from  the  North  hard  on  the  heels  of  Dain.  Not  even  the  ravens  knew  of 
their  coming  until  they  came  out  in  the  broken  lands  which  divided  the  Lonely 
Mountain from the hills behind. How much Gandalf knew cannot be said, but it is 
plain that he had not expected this sudden assault.


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bright and white in the morning. 
Then Thorin was stricken dumb with amazement and confusion. No one spoke 
for  a  long while. Thorin  at  length broke  the  silence,  and his voice was  thick with 
wrath. "That stone was my father's, and is mine," he said. "Why should I purchase 
my  own?"  But  wonder  overcame  him  and  he  added:  "But  how  came  you  by  the 
heirloom of my house-if there is need to ask such a question of thieves?" 
"We  are  not  thieves," Bard  answered.  "Your  own we will  give  back  in  return 
for our own." 
'How came you by it?" shouted Thorin in gathering rage. 
"I gave it them!" squeaked Bilbo, who was peeping over the wall, by now, in a 
dreadful fright.


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among  the Elves-partly because  there was more chance of escape from  that point, 
and partly (with the more Tookish part of his mind) because if he was going to be 
in  a  last  desperate  stand,  he  preferred  on  the  whole  to  defend  the  Elvenking. 
Gandalf,  too,  I  may  say,  was  there,  sitting  on  the  ground  as  if  in  deep  thought, 
preparing,  I  suppose,  some  last  blast  of magic  before  the  end.  That  did  not  seem 
far off. "It will not be  long now,"  thought Bilbo, "before the goblins win the Gate, 
and  we  are  all  slaughtered  or  driven  down  and  captured.  Really  it  is  enough  to 
make  one  weep,  after  all  one  has  gone  through.  I  would  rather  old  Smaug  had 
been left with all the wretched treasure, than that these vile creatures should get it, 
and  poor  old Bombur,  and Balin  and  Fili  and Kili  and  all  the  rest  come  to  a  bad 
end;  and  Bard  too,  and  the  Lake-men  and  the  merry  elves.  Misery  me!  I  have


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make  a  feint  of  resistance,  and many  there  fell  before  the  rest  drew  back  and fled 
to  either  side.  As  Gandalf  had  hoped,  the  goblin  army  had  gathered  behind  the 
resisted  vanguard,  and  poured  now  in  rage  into  the  valley,  driving  wildly  up 
between  the  arms  of  the  Mountain,  seeking  for  the  foe.  Their  banners  were 
countless, black and red, and they came on like a tide in fury and disorder.  
It  was  a  terrible  battle.  The  most  dreadful  of  all  Bilbo's  experiences,  and  the 
one which  at  the  time he hated most  – which is to say it was the one he was most 
proud  of,  and  most  fond  of  recalling  long  afterwards,  although  he  was  quite 
unimportant in it. Actually I must say he put on his ring early in the business, and 
vanished  from  sight,  if  not  from  all  danger.  A  magic  ring  of  that  sort  is  not  a 
complete  protection  in  a  goblin  charge,  nor  does  it  stop  flying  arrows  and  wild


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####-wizard had not escaped without a wound; and  there were  few unharmed in all the 
host. 
When Gandalf saw Bilbo, he was delighted. "Baggins!" he exclaimed. "Well I 
never! Alive after all – 1 am glad! I began to wonder if even your luck would see 
you through! A terrible business, and it nearly was disastrous. But other news can 
wait. Come!" he said more gravely. "You are called for;" and leading the hobbit he 
took him within the tent. 
"Hail! Thorin," he said as he entered. "I have brought him." 
There  indeed  lay  Thorin  Oakenshield,  wounded  with  many  wounds,  and  his 
rent  armour  and  notched  axe  were  cast  upon  the  floor.  He  looked  up  as  Bilbo 
came beside him. 
"Farewell,  good  thief,"  he  said.  "I  go  now  to  the  halls  of waiting  to  sit  beside 
my  fathers,  until  the world  is  renewed. Since  I  leave  now  all  gold  and  silver,  and 
go  where  it  is  of  little  worth,  I  wish  to  part  in  friendship  from  you,  and  I  would


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light  leapt  from  their  eyes.  In  the  gloom  the  great  dwarf  gleamed  like  gold  in  a 
dying fire. 
Rocks were buried down from on high by the goblins above; but they held on. 
leapt  down  to  the  falls'  foot,  and  rushed  forward  to  battle. Wolf  and  rider  fell  or 
fled before them. Thorin wielded his axe with mighty strokes, and nothing seemed 
to harm him.


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and  poor  old Bombur,  and Balin  and  Fili  and Kili  and  all  the  rest  come  to  a  bad 
end;  and  Bard  too,  and  the  Lake-men  and  the  merry  elves.  Misery  me!  I  have 
heard  songs  of  many  battles,  and  I  have  always  understood  that  defeat  may  be 
glorious. It seems very uncomfortable, not to say distressing. I wish I was well out 
of it." 
The  clouds  were  torn  by  the  wind,  and  a  red  sunset  slashed  the West.  Seeing 
the  sudden  gleam  in  the  gloom  Bilbo  looked  round. He  gave  a  great  cry:  he  had 
seen  a  sight  that  made  his  heart  leap,  dark  shapes  small  yet  majestic  against  the 
distant glow.  
"The Eagles! The Eagles!" he shouted. "The Eagles are coming!"


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us  hope  still  for  something  that  will  bring  reconciliation.  Our  advantage  in 
numbers will be enough, if in the end it must come to unhappy blows." 
But he reckoned without the dwarves. The knowledge that the Arkenstone was 
in  the  hands  of  the  besiegers  burned  in  their  thoughts;  also  they  guessed  the 
hesitation of Bard and his friends, and resolved to strike while they debated. 
Suddenly  without  a  signal  they  sprang  silently  forward  to  attack.  Bows 
twanged and arrows whistled; battle was about to be joined.


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vanished  from  sight,  if  not  from  all  danger.  A  magic  ring  of  that  sort  is  not  a 
complete  protection  in  a  goblin  charge,  nor  does  it  stop  flying  arrows  and  wild 
spears;  but  it  does  help  in  getting  out  of  the way,  and  it  prevents  your  head  from 
being specially chosen for a sweeping stroke by a goblin swordsman. 
The  elves  were  the  first  to  charge.  Their  hatred  for  the  goblins  is  cold  and 
bitter. Their spears and swords shone  in  the gloom with a gleam of chill flame, so 
deadly  was  the  wrath  of  the  hands  that  held  them.  As  soon  as  the  host  of  their 
enemies was dense  in  the valley,  they sent against  it a shower of arrows, and each


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####-great  Eagle  of  the Misty Mountains;  and  at  length  smelling  battle  from  afar  they 
had come  speeding down  the gale  in  the nick of  time. They  it was who dislodged 
the  goblins  from  the  mountain-slopes,  casting  them  over  precipices,  or  driving 
them down shrieking and bewildered among their foes. It was not long before they 
had  freed  the  Lonely  Mountain,  and  elves  and  men  on  either  side  of  the  valley 
could come at last to the help of the battle below.  
But even with the Eagles they were still outnumbered. 
In  that  last  hour  Beorn  himself  had  appeared  –  no  one  knew  how  or  from 
where. He  came  alone,  and  in  bear's  shape;  and  he  seemed  to  have  grown  almost 
to  giant-size  in  his wrath. The  roar  of  his  voice was  like  drums  and  guns;  and  he 
tossed  wolves  and  goblins  from  his  path  like  straws  and  feathers.  He  fell  upon


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####-"As soon as you like," said the wizard. 
Actually it was some days before Bilbo really set out. 
They buried Thorin deep beneath the Mountain, and Bard laid the Arkenstone 
upon his breast. 
"There let it lie till the Mountain falls!" he said. "May it bring good fortune to 
all his  folk  that dwell here after!" Upon his  tomb  the Elvenking  then  laid Orcrist, 
the  elvish  sword  that  had  been  taken  from  Thorin  in  captivity.  It  is  said  in  songs 
that it gleamed ever in the dark if foes approached, and the fortress of the dwarves 
could  not  be  taken  by  surprise.  There  now  Dain  son  of  Nain  took  up  his  abode, 
and  he  became  King  under  the  Mountain,  and  in  time  many  other  dwarves 
gathered  to  his  throne  in  the  ancient  halls.  Of  the  twelve  companions  of  Thorin, 
ten  remained. Fili  and Kili  had  fallen  defending  him with  shield  and  body,  for  he


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####-Bilbo's eyes were seldom wrong. The eagles were coming down the wind, line 
after line, in such a host as must have gathered from all the eyries of the North. 
"The  Eagles!  the  Eagles!"  Bilbo  cried,  dancing  and  waving  his  arms.  If  the 
elves could not see him they could hear him. Soon they too took up the cry, and it 
echoed  across  the  valley. Many wondering  eyes  looked up,  though as yet nothing 
could be seen except from the southern shoulders of the Mountain. 
"The Eagles!" cried Bilbo once more, but at that moment a stone hurtling from 
above smote heavily on his helm, and he fell with a crash and knew no more. 

####-<h4>Chapter 18</h4> <br> 

The Return Journey


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####-"I will  take your gift, O Bilbo  the Magnificent!" said the king gravely. "And I 
name  you  elf-friend  and  blessed. May  your  shadow  never  grow  less  (or  stealing 
would be too easy)! Farewell!" 
Then  the  elves  turned  towards  the  Forest,  and  Bilbo  started  on  his  long  road 
home. 
He had many hardships and adventures before he got back. The Wild was still 
the Wild, and there were many other things in it in those days besides goblins; but 
he  was  well  guided  and  well  guarded-the  wizard  was  with  him,  and  Beorn  for 
much  of  the way-and  he was  never  in  great danger again. Anyway by mid-winter 
Gandalf  and Bilbo had  come  all  the way back,  along both  edges of  the Forest,  to 
the  doors  of Beorn's  house;  and  there  for  a while  they  both  stayed. Yule-tide was 
warm  and  merry  there;  and  men  came  from  far  and  wide  to  feast  at  Beorn's


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my  fathers,  until  the world  is  renewed. Since  I  leave  now  all  gold  and  silver,  and 
go  where  it  is  of  little  worth,  I  wish  to  part  in  friendship  from  you,  and  I  would 
take back my words and deeds at the Gate." 
Bilbo  knelt  on  one  knee  filled  with  sorrow.  "Farewell,  King  under  the 
Mountain!"  he  said.  "This  is  a  bitter  adventure,  if  it  must  end  so;  and  not  a 
mountain  of  gold  can  amend  it. Yet  I  am  glad  that  I  have  shared  in  your  perils  – 
that has been more than any Baggins deserves." 
"No!" said Thorin. "There  is more  in you of good  than you know, child of  the 
kindly West. Some  courage  and  some wisdom, blended  in measure.  If more of us 
valued food and cheer and song above hoarded gold, it would be a merrier world. 
But sad or merry, I must leave it now. Farewell!" 
Then Bilbo  turned  away,  and  he went  by  himself,  and  sat  alone wrapped  in  a


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When Bilbo came  to himself, he was  literally by himself. He was  lying on  the 
flat stones of Ravenhill, and no one was near. A cloudless day, but cold, was broad 
above him. He was shaking, and as chilled as stone, but his head burned with fire. 
"Now I wonder what has happened?" he said to himself. "At any rate I am not 
yet one of the fallen heroes; but I suppose there is still time enough for that!" 
He  sat  up  painfully.  Looking  into  the  valley  he  could  see  no  living  goblins. 
After  a while as his head cleared a  little, he  thought he could see elves moving  in 
the  rocks  below.  He  rubbed  his  eyes.  Surely  there  was  a  camp  still  in  the  plain 
some  distance  off;  and  there  was  a  coming  and  going  about  the  Gate?  Dwarves 
seemed  to  be  busy  removing  the wall. But  all was deadly  still. There was no  call 
and  no  echo  of  a  song.  Sorrow  seemed  to  be  in  the  air.  "Victory  after  all,  I


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####-Bofur, and Bombur! May your beards never grow  thin!" And  turning  towards  the 
Mountain  he added: "Farewell Thorin Oakenshield! And Fili and Kili! May your 
memory never fade!" 
Then  the  dwarves  bowed  low  before  their  Gate,  but  words  stuck  in  their 
throats.  "Good-bye and good luck, wherever you fare!" said Balin at last. "If ever 
you  visit  us  again,  when  our  halls  are  made  fair  once  more,  then  the  feast  shall 
indeed be splendid!" 
"If  ever  you  are  passing my way,"  said Bilbo,  "don't wait  to  knock!  Tea  is  at 
four; but any of you are welcome at any time!" 
Then he turned away.  
The  elf-host  was  on  the  march;.  and  if  it  was  sadly  lessened,  yet  many  were 
glad,  for  now  the  northern  world  would  be  merrier  for  many  a  long  day.  The 
dragon  was  dead,  and  the  goblins  overthrown,  and  their  hearts  looked  forward 
after winter  to  a  spring  of  joy. Gandalf  and Bilbo  rode behind the Elvenking, and


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to  giant-size  in  his wrath. The  roar  of  his  voice was  like  drums  and  guns;  and  he 
tossed  wolves  and  goblins  from  his  path  like  straws  and  feathers.  He  fell  upon 
their  rear,  and  broke  like  a  clap  of  thunder  through  the  ring.  The  dwarves  were 
making  a  stand  still  about  their  lords  upon  a  low  rounded  hill.  Then  Beorn 
stooped and lifted Thorin, who had fallen pierced with spears, and bore him out of 
the  fray.  Swiftly  he  returned  and  his  wrath  was  redoubled,  so  that  nothing  could 
withstand  him,  and  no  weapon  seemed  to  bite  upon  him.  He  scattered  the 
bodyguard,  and  pulled  down Bolg  himself  and  crushed  him. Then  dismay  fell  on 
the  Goblins  and  they  fled  in  all  directions.  But  weariness  left  their  enemies  with 
the  coming  of  new  hope,  and  they  pursued  them  closely,  and  prevented  most  of 
them from escaping where they could. They drove many of them into the Running


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But sad or merry, I must leave it now. Farewell!" 
Then Bilbo  turned  away,  and  he went  by  himself,  and  sat  alone wrapped  in  a 
blanket, and, whether you believe it or not, he wept until his eyes were red and his 
voice was hoarse. He was a kindly little soul. Indeed it was long before he had the 
heart to make a joke again. "A mercy it is," he said at last to himself, "that I woke 
up when I did. I wish Thorin were living, but I am glad that we parted in kindness. 
You  are  a  fool,  Bilbo  Baggins,  and  you made  a  great mess  of  that  business with 
the stone; and there was a battle, in spite of all your efforts to buy peace and quiet, 
but I suppose you can hardly be blamed for that." 
All  that  had  happened  after  he  was  stunned,  Bilbo  learned  later;  but  it  gave 
him more sorrow than joy, and he was now weary of his adventure. He was aching 
in  his  bones  for  the  homeward  journey. That,  however, was  a  little  delayed, so  in


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gathered  to  his  throne  in  the  ancient  halls.  Of  the  twelve  companions  of  Thorin, 
ten  remained. Fili  and Kili  had  fallen  defending  him with  shield  and  body,  for  he 
was their mother's elder brother. The others remained with Dain; for Dain dealt his 
treasure well. There was,  of  course,  no  longer  any  question of dividing  the hoard 
in  such  shares  as had been planned,  to Balin  and Dwalin,  and Dori  and Nori  and 
Ori,  and  Oin  and  Gloin,  and  Bifur  and  Bofur  and  Bombur-or  to  Bilbo.  Yet  a 
fourteenth  share of  all  the  silver  and gold, wrought  and unwrought, was given up 
to  Bard;  for  Dain  said:  "We  will  honour  the  agreement  of  the  dead,  and  he  has 
now the Arkenstone in his keeping." 
Even  a  fourteenth  share  was  wealth  exceedingly  great,  greater  than  that  of 
many  mortal  kings.  From  that  treasure  Bard  sent  much  gold  to  the  Master  of


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the  doors  of Beorn's  house;  and  there  for  a while  they  both  stayed. Yule-tide was 
warm  and  merry  there;  and  men  came  from  far  and  wide  to  feast  at  Beorn's 
bidding.  The  goblins  of  the  Misty  Mountains  were  now  few  and  terrified,  and 
hidden  in  the deepest holes  they could  find; and  the Wargs had vanished  from  the 
woods,  so  that men went  abroad without  fear. Beorn  indeed became  a great  chief 
afterwards  in  those  regions  and  ruled  a wide  land between  the mountains  and  the 
wood; and it is said that for many generations the men of his line had the power of 
taking bear's shape, and some were grim men and bad, but most were in heart like 
Beorn,  if  less  in  size  and  strength.  In  their  day  the  last  goblins were  hunted  from 
the  Misty  Mountains  and  a  new  peace  came  over  the  edge  of  the  Wild.  It  was 
spring,  and  a  fair  one  with  mild  weathers  and  a  bright  sun,  before  Bilbo  and


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dragon  was  dead,  and  the  goblins  overthrown,  and  their  hearts  looked  forward 
after winter  to  a  spring  of  joy. Gandalf  and Bilbo  rode behind the Elvenking, and 
beside  them strode Beorn, once again  in man's shape, and he  laughed and sang  in 
a loud voice upon the road. So they went on until they drew near to the borders of 
Mirkwood, to the north of the place where the Forest River ran out. 
Then  they  halted,  for  the  wizard  and  Bilbo  would  not  enter  the  wood,  even 
though the king bade them stay a while in his halls. They intended to go along the 
edge of  the  forest, and  round  its northern end  in  the waste  that  lay between  it and 
the  beginning  of  the  Grey Mountains.  It  was  a  long  and  cheerless  road,  but  now 
that  the goblins were crushed,  it seemed safer  to  them  than  the dreadful pathways 
under the trees. Moreover Beorn was going that way too.


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The dragon is withered, 
His bones are now crumbled; 
His armour is shivered, 
His splendour is humbled! 
Though sword shall be rusted, 
And throne and crown perish  
With strength that men trusted 
And wealth that they cherish, 
Here grass is still growing, 
And leaves are yet swinging, 
The white water flowing, 
And elves are yet singing 
Come! Tra-la-la-lally! 
Come back to the valley! 
 
The stars are far brighter 
Than gems without measure, 
The moon is far whiter 
Than silver in treasure: 
The fire is more shining 
On hearth in the gloaming 
Than gold won by mining, 
So why go a -roaming? 
O! Tra-la-la-lally 
Come back to the Valley.  
 
O! Where are you going, 

####-So late in returning? 
The river is flowing, 
The stars are all burning! 
O! Whither so laden, 
So sad and so dreary? 
Here elf and elf-maiden 
Now welcome the weary 
With Tra-la-la-lally 
Come back to the Va lley,  
Tra-la-la-lally 
Fa-la-la-lally 
Fa-la!


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seemed  to  be  busy  removing  the wall. But  all was deadly  still. There was no  call 
and  no  echo  of  a  song.  Sorrow  seemed  to  be  in  the  air.  "Victory  after  all,  I 
suppose!"  he  said,  feeling  his  aching  head.  "Well,  it  seems  a  very  gloomy 
business." 
Suddenly he was aware of a man climbing up and coming towards him. 
"Hullo there!" he called with a shaky voice. "Hullo there! What news?" 
"What  voice  is  it  that  speaks  among  the  stones?"  said  the  man  halting  and 
peering about him not far from where Bilbo sat. 
Then Bilbo remembered his ring! "Well I'm blessed!" said he. "This invisibility 
has  its  drawbacks  after  all.  Otherwise  I  suppose  I  might  have  spent  a  warm  and 
comfortable night in bed!" 
"It's me, Bilbo Baggins,  companion  of Thorin!"  he  cried,  hurriedly  taking  off 
the ring. 
"It  is  well  that  I  have  found  you!"  said  the  man  striding  forward.  "You  are


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the  coming  of  new  hope,  and  they  pursued  them  closely,  and  prevented  most  of 
them from escaping where they could. They drove many of them into the Running 
River, and such as fled south or west they hunted into the marshes about the Forest 
River;  and  there  the  greater  part  of  the  last  fugitives  perished,  while  those  that 
came  hardly  to  the Wood-elves'  realm  were  there  slain,  or  drawn  in  to  die  in  the 
trackless  dark  of  Mirkwood.  Songs  have  said  that  three  parts  of  the  goblin 
warriors of the North perished on that day, and the mountains had peace for many 
a year.  
Victory  had  been  assured  before  the  fall  of  night,  but  the  pursuit  was  still  on 
foot, when  Bilbo  returned  to  the  camp;  and not many were  in  the valley  save  the 
more grievously wounded. 
"Where are  the Eagles?" he asked Gandalf  that evening, as he  lay wrapped  in 
many warm blankets.


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him more sorrow than joy, and he was now weary of his adventure. He was aching 
in  his  bones  for  the  homeward  journey. That,  however, was  a  little  delayed, so  in 
the meantime I will tell something of events. The Eagles had long had suspicion of 
the  goblins'  mustering;  from  their  watchfulness  the  movements  in  the  mountains 
could not be altogether hid. So  they  too had gathered  in great numbers, under  the


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Even  a  fourteenth  share  was  wealth  exceedingly  great,  greater  than  that  of 
many  mortal  kings.  From  that  treasure  Bard  sent  much  gold  to  the  Master  of 
Lake-town; and he rewarded his followers and friends freely. To the Elvenking he 
gave  the  emeralds  of  Girion,  such  jewels  as  he  most  loved,  which  Dain  had 
restored  to  him.  To  Bilbo  he  said:  "This  treasure  is  as  much  yours  as  it  is  mine; 
though  old  agreements  cannot  stand,  since  so  many  have  a  claim  in  its  winning 
and  defence.  Yet  even  though  you  were  willing  to  lay  aside  all  your  claim,  I 
should wish that the words of Thorin, of which he repented, should not prove true: 
that we should give you little. I would reward you most richly of all." 
"Very  kind  of  you,"  said  Bilbo.  "But  really  it  is  a  relief  to me. How  on  earth 
should  I  have  got  all  that  treasure  home  without  war  and  murder  all  along  the


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the  Misty  Mountains  and  a  new  peace  came  over  the  edge  of  the  Wild.  It  was 
spring,  and  a  fair  one  with  mild  weathers  and  a  bright  sun,  before  Bilbo  and 
Gandalf  took  their  leave  at  last  of Beorn,  and  though  he  longed  for  home. Bilbo 
left with regret, for the flowers of the gardens of Beorn were m springtime no less 
marvellous  than  in high summer. At  last  they came up  the  long road, and reached 
the  very  pass  where  the  goblins  had  captured  them before. But  they came  to  that 
high  point  at morning,  and  looking  backward  they  saw  a  white  sun  shining  over 
the  out-stretched  lands.  There  behind  lay  Mirkwood,  blue  in  the  distance,  and 
darkly green at the nearer edge even in the spring. There far away was the Lonely 
Mountain  on  the  edge  of  eyesight.  On  its  highest  peak  snow  yet  unmelted  was 
gleaming pale. 
"So  comes  snow  after  fire,  and  even  dragons  have  their  ending!"  said  Bilbo,


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that  the goblins were crushed,  it seemed safer  to  them  than  the dreadful pathways 
under the trees. Moreover Beorn was going that way too. 
"Farewell!  O  Elvenking!"  said  Gandalf.  "Merry  be  the  greenwood, while  the 
world is yet young! And merry be all your folk!" 
"Farewell!  O  Gandalf!"  said  the  king.  "May  you  ever  appear  where  you  are 
most  needed  and  least  expected!  The  oftener  you  appear  in  my  halls  the  better 
shall I be pleased!" 
"I beg of  you," said Bilbo stammering and standing on one foot, "to accept this 
gift!" and he brought out a necklace of  silver and pearls  that Dain had given him 
at their parting. 
"In what way have I earned such a gift, O hobbit?" said the king. 
"Well,  er,  I  thought,  don't  you  know,"  said  Bilbo  rather  confused,  "that,  er, 
some  little  return  should  be made  for  your,  er,  hospitality.  I mean  even  a  burglar 
has his feelings. I have drunk much of your wine and eaten much of your bread."


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Then  the  elves  of  the  valley  came  out  and  greeted  them  and  led  them  across 
the  water  to  the  house  of  Elrond.  There  a  warm  welcome  was  made  them,  and 
there  were  many  eager  ears  that  evening  to  hear  the  tale  of  their  adventures. 
Gandalf it was who spoke, for Bilbo was fallen quiet and drowsy. Most of the tale 
he  knew,  for  he  had  been  in  it,  and  had  himself  told much  of  it  to  the  wizard  on 
their homeward way or  in  the house of Beorn; but every now and again he would 
open one eye, and listen, when a part of the story which he did not yet know came 
in. It was in this way that he learned where Gandalf had been to; for he overheard 
the  words  of  the  wizard  to  Elrond.  It  appeared  that  Gandalf  had  been  to  a  great 
council of the white wizards, masters of lore and good magic; and that they had at 
last driven the Necromancer from his dark hold in the south of Mirkwood.


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"Well, Merry People!" said Bilbo looking out. "What time by the moon is this? 
Your lullaby would waken a drunken goblin! Yet I thank you." 
"And  your  snores  would  waken  a  stone  dragon  –  yet  we  thank  you,"  they 
answered  with  laughter.  "It  is  drawing    towards  dawn,  and  you  have  slept  now 
since the night's beginning. Tomorrow, perhaps, you will be cured of weariness." 
"A  little  sleep  does  a  great  cure  in  the  house  of  Elrond,"  said  he;  "but  I  will 
take  all  the  cure  I  can  get.  A  second  good  night,  fair  friends!"  And  with  that  he 
went back to bed and slept till late morning. 
Weariness fell from him soon in that house, and he had many a merry jest and 
dance,  early  and  late,  with  the  elves  of  the  valley.  Yet  even  that  place  could  not 
long  delay  him  now,  and  he  thought  always  of  his  own  home.  After  a  week, 
therefore, he said farewell  to Elrond, and giving him such small gifts as he would


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more grievously wounded. 
"Where are  the Eagles?" he asked Gandalf  that evening, as he  lay wrapped  in 
many warm blankets. 
"Some  are  in  the  hunt,"  said  the  wizard,  "but  most  have  gone  back  to  their 
eyries.  They  would  not  stay  here,  and  departed  with  the  first  light  of  morning. 
Dain has crowned their chief with gold, and sworn friendship with them for ever." 
"I  am  sorry.  I  mean,  I  should  have  liked  to  see  them  again,"  said  Bilbo 
sleepily;  "perhaps  I  shall  see  them  on  the  way  home.  I  suppose  I  shall  be  going 
home soon?"


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"Very  kind  of  you,"  said  Bilbo.  "But  really  it  is  a  relief  to me. How  on  earth 
should  I  have  got  all  that  treasure  home  without  war  and  murder  all  along  the 
way,  I  don't  know. And  I  don't  know what  I  should  have done with  it when  I got 
home. I am sure it is better in your hands." 
In  the end he would only  take  two  small chests, one  filled with  silver, and  the 
other with gold, such as one strong pony could carry. "That will be quite as much 
as I can manage," said he. 
At last the time came for him to say good-bye to his friends. "Farewell, Balin!" 
he  said;  "and  farewell,  Dwalin;  and  farewell  Dori,  Nori,  Ori,  Oin,  Gloin,  Bifur,


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"It's me, Bilbo Baggins,  companion  of Thorin!"  he  cried,  hurriedly  taking  off 
the ring. 
"It  is  well  that  I  have  found  you!"  said  the  man  striding  forward.  "You  are 
needed and we have looked for you long. You would have been numbered among 
the  dead,  who  are many,  if  Gandalf  the  wizard  had  not  said  that  your  voice  was 
last  heard  in  this  place.  I  have  been  sent  to  look  here  for  the  last  time.  Are  you 
much hurt?" 
"A  nasty  knock  on  the  head,  I  think,"  said  Bilbo.  "But  I  have  a  helm  and  a 
hard skull. All the same I feel sick and my legs are like straws." 
"I  will  carry  you  down  to  the  camp  in  the  valley,"  said  the man,  and  picked 
him lightly up. 
The man was swift and sure-footed. It was not long before Bilbo was set down 
before  a  tent  in Dale;  and  there  stood Gandalf, with  his  arm  in  a  sling.  Even  the


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Mountain  on  the  edge  of  eyesight.  On  its  highest  peak  snow  yet  unmelted  was 
gleaming pale. 
"So  comes  snow  after  fire,  and  even  dragons  have  their  ending!"  said  Bilbo, 
and he  turned his back on his adventure. The Tookish part was getting very tired, 
and  the  Baggins  was  daily  getting  stronger.  "I  wish  now  only  to  be  in  my  own 
arm-chair!" he said.


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council of the white wizards, masters of lore and good magic; and that they had at 
last driven the Necromancer from his dark hold in the south of Mirkwood. 
"Ere  long  now,"  Gandalf  was  saying,  "The  Forest  will  grow  somewhat  more 
wholesome. The North will be freed from that horror for many long years, I hope. 
Yet I wish he were banished from the world!" 
"It would be well  indeed," said Elrond; "but I fear  that will not come about  in 
this age of the world, or for many after." 
When  the  tale  of  their  joumeyings  was  told,  there  were  other  tales,  and  yet 
more  tales,  tales of  long ago, and  tales  . of new  things, and  tales of no  time at all, 
till Bilbo's head fell forward on his chest, and he snored comfortably in a corner.  
He woke to find himself in a white bed, and the moon shining through an open 
window.  Below  it  many  elves  were  singing  loud  and  clear  on  the  banks  of  the 
stream.


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####-mind.  He  was  quite  content;  and  the  sound  of  the  kettle  on  his  hearth  was  ever 
after more musical  than  it had been  even  in  the quiet days before  the Unexpected 
Party. His sword he hung over  the mantelpiece. His coat of mail was arranged on 
a  stand  in  the hall  (until he  lent  it  to  a Museum). His gold  and  silver was  largely 
spent in presents, both useful and extravagant – which to a certain extent accounts 
for  the  affection  of  his  nephews  and  his  nieces.  His  magic  ring  he  kept  a  great 
secret,  for  he  chiefly  used  it  when  unpleasant  callers  came.  He  took  to  writing 
poetry  and  visiting  the  elves;  and  though  many  shook  their  heads  and  touched 
their  foreheads  and  said  "Poor  old Baggins!"  and  though  few  believed  any  of  his 
tales,  he  remained  very  happy  to  the  end  of  his  days,  and  those  were 
extraordinarily long.


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long  delay  him  now,  and  he  thought  always  of  his  own  home.  After  a  week, 
therefore, he said farewell  to Elrond, and giving him such small gifts as he would 
accept, he  rode  away with Gandalf. Even  as  they  left  the valley  the  sky darkened 
in the West before them, and wind and rain came up to meet them. 
"Merry  is May-time!" said Bilbo, as  the  rain beat  into his  face. "But our back 
is to legends and we are coming home. I suppose this is a first taste of it." 
"There is a long road yet," said Gandalf. 
"But  it  is  the  last  road,"  said  Bilbo.  They  came  to  the  river  that  marked  the 
very  edge  of  the  borderland  of  the Wild,  and  to  the  ford  beneath  the  steep  bank, 
which  you  may  remember.  The  water  was  swollen  both  with  the  melting  of  the 
snows  at  the  approach  of  summer,  and  with  the  daylong  rain;  but  they  crossed 
with some difficulty, and pressed forward, as evening fell, on the last stage of their


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####-<h4>Chapter 19</h4> <br> 

The Last Stage 

 
It was on May the First that the two came back at last to the brink of the valley 
of  Rivendell,  where  stood  the  Last  (or  the  First)  Homely  House.  Again  it  was 
evening,  their  ponies were  tired,  especially  the  one  that  carried  the  baggage;  and 
they all felt in need of rest. As they rode down the steep path, Bilbo heard the elves 
still  singing  in  the  trees,  as  if  they  had  not  stopped  since  he  left;  and  as  soon  as 
their riders came down into the lower glades of the wood they burst into a song of 
much the same kind as before. This is something like it:


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####-Eyes that fire and sword have seen 
And horror in the halls of stone 
Look at last on meadows green 
And trees and hills they long have known.


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Sing all ye joyful, now sing all together?  
The wind's in the free-top, the wind's in the heather;  
The stars are in blossom, the moon is in flower,  

####-And bright are the windows of Night in her tower.  
 
Dance all ye joyful, now dance all together! 
Soft is the grass, and let foot be like feather! 
The river is silver, the shadows are fleeting; 
Merry is May-time, and merry our meeting. 
 
Sing we now softly, and dreams let us weave him! 
Wind him in slumber and there let us leave him! 
The wanderer sleepeth. Now soft be his pillow! 
Lullaby! Lullaby! Alder and Willow! 
 
Sigh no more Pine, till the wind of the morn! 
Fall Moon! Dark be the land! 
Hush! Hush! Oak, Ash, and Thorn! 
Hushed be all water, till dawn is at hand!


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their  foreheads  and  said  "Poor  old Baggins!"  and  though  few  believed  any  of  his 
tales,  he  remained  very  happy  to  the  end  of  his  days,  and  those  were 
extraordinarily long. 
One  autumn  evening  some  years  afterwards  Bilbo  was  sitting  in  his  study 
writing  his  memoirs  –  he  thought  of  calling  them  "There  and  Back  Again,  a 
Hobbit's  Holiday"  –  when  there  was  a  ring  at  the  door.  It  was  Gandalf  and  a 
dwarf; and the dwarf was actually Balin. 
"Come  in!  Come  in!"  said  Bilbo,  and  soon  they  were  settled  in  chairs  by  the 
fire. If Balin noticed that Mr. Baggins' waistcoat was more extensive (and had real 
gold buttons), Bilbo also noticed that Balm's beard was several inches longer, and 
his jewelled belt was of great magnificence. 
They  fell  to  talking  of  their  times  together,  of  course,  and  Bilbo  asked  how 
things  were  going  in  the  lands  of  the Mountain.  It  seemed  they  were  going  very


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This  tale grew in the telling, until it became  a history of the Great 
War of the  Ring and included  many glimpses of the yet more ancient history 
that preceded it. It was begun soon after The  Hobbit was written and before 
its publication in 1937; but I did not go  on with this sequel, for I wished 
first  to complete and set in  order the mythology and  legends of the Elder  
Days, which had then been taking shape for some years. I desired to do  this 
for my own satisfaction,  and  I had little hope that other people would  be 
interested  in  this work, especially  since it was primarily  linguistic in 
inspiration and  was begun  in order to provide  the necessary background of 
'history' for Elvish tongues. 
     When  those  whose advice and opinion I sought corrected little hope to 
no hope, I went back to the sequel, encouraged by  requests from readers for  
more information concerning hobbits and their adventures. But the story  was


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####-journey.  This  was  much  as  it  had  been  before,  except  that  the  company  was 
smaller,  and  more  silent;  also  this  time  there were  no  trolls. At  each  point  on  the 
road Bilbo  recalled  the  happenings  and  the words  of  a  year  ago-it seemed  to him 
more  like  ten-so  that,  of  course,  he  quickly  noted  the  place  where  the  pony  had 
fallen  in  the  river,  and  they  had  turned  aside  for  their  nasty  adventure with  Tom 
and  Bert  and  Bill. Not  far  from  the  road  they  found  the  gold  of  the  trolls, which 
they had buried,  still hidden  and untouched.  "I have  enough  to  last me my  time," 
said Bilbo, when they had dug it up. "You had better take this, Gandalf. I daresay 
you can find a use for it." 
"Indeed I can!" said the wizard. "But share and share alike! You may find you 
have more needs than you expect." 
So they put the gold in bags and slung them on the ponies, who were not at all


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them,  twelve dwarves and  the hobbit. Where  indeed was Thorin? They wondered 
what  evil  fate  had  befallen  him,  magic  or  dark  monsters;  and  shuddered  as  they 
lay  lost  in  the  forest. There  they dropped off one by one  into uncomfortable  sleep 
full  of  horrible  dreams,  as  evening wore  to  black  night;  and  there we must  leave 
them for the present, too sick and weary to set guards or take turns watching. 
Thorin  had  been  caught  much  faster  than  they  had.  You  remember  Bilbo 
falling  like  a  log  into  sleep,  as  he  stepped  into  a  circle  of  light?  The  next  time  it 
had  been  Thorin  who  stepped  forward,  and  as  the  lights  went  out  he  fell  like  a 
stone  enchanted.  All  the  noise  of  the  dwarves  lost  in  the  night,  their  cries  as  the 
spiders caught them and bound them, and all the sounds of the battle next day, had 
passed over him unheard. Then the Wood-elves had come to him, and bound him,


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####-I  wrote the first drafts of the  matter  that now stands as Book Three, and 
the beginnings of  chapters I and III of Book Five; and there as the beacons 
flared in  Anurien  and Thjoden came to Harrowdale I stopped.  Foresight had 
failed and there was no time for thought. 
     It was  during 1944  that, leaving the loose ends and perplexities of a  
war which it was my task to  conduct, or at least to report, 1 forced myself 
to tackle the journey of Frodo  to  Mordor.  These chapters,  eventually  to 
become  Book Four,  were  written  and  sent  out  as  a  serial  to my son, 
Christopher, then in South Africa with the RAF.  Nonetheless it took another 
five  years before the tale was brought to its present end;  in that  time I 
changed my house, my chair,  and my college,  and the days though  less dark 
were no less laborious.  Then when the 'end' had  at last  been reached  the 
whole story had to be revised, and indeed  largely re-written backwards. And


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Gandalf  looked  at  him.  "My  dear  Bilbo!"  he  said.  "Something  is  the  matter 
with you! You are not the hobbit that you were." 
And so they crossed the bridge and passed the mill by the river and came right 
back  to  Bilbo's  own  door.  "Bless  me!  What's  going  on?"  he  cried.  There  was  a 
great  commotion,  and  people  of  all  sorts,  respectable  and  unrespectable,  were 
thick  round  the  door,  and many were  going  in  and  out-not even wiping  their  feet 
on the mat, as Bilbo noticed with annoyance. 
If he was surprised,  they were more surprised still. He had arrived back  in  the 
middle  of an auction! There was a large notice in black and red hung on the gate, 
stating  that  on  June  the  Twenty-second  Messrs.  Grubb,  Grubb,  and  Bun-owes 
would  sell  by  auction  the  effects  of  the  late  Bilbo  Baggins  Esquire,  of  Bag-End, 
Underhill,  Hobbiton.  Sale  to  commence  at  ten  o'clock  sharp.  It  was  now  nearly


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They  fell  to  talking  of  their  times  together,  of  course,  and  Bilbo  asked  how 
things  were  going  in  the  lands  of  the Mountain.  It  seemed  they  were  going  very 
well.  Bard  had  rebuilt  the  town  in  Dale  and  men  had  gathered  to  him  from  the 
Lake  and  from  South  and  West,  and  all  the  valley  had  become  tilled  again  and 
rich, and the desolation was now filled with birds and blossoms in spring and fruit 
and  feasting  in  autumn. And Lake-town was refounded and was more prosperous 
than  ever,  and much wealth went  up  and down the Running River; and there was 
friendship in those parts between elves and dwarves and men. 
The old Master had come to a bad end. Bard had given him much gold for the 
help  of  the  Lake-people,  but  being  of  the  kind  that  easily  catches  such  disease  he 
fell under the dragon-sickness, and took most of the gold and fled with it, and died 
of starvation in the Waste, deserted by his companions.


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no hope, I went back to the sequel, encouraged by  requests from readers for  
more information concerning hobbits and their adventures. But the story  was 
drawn  irresistibly  towards the  older world, and became an account,  as it 
were, of its end and passing away  before its beginning and middle had  been 
told. The process  had begun  in the writing  of The Hobbit, in which  there 
were  already  some  references to the older  matter:  Elrond, Gondolin, the 
High-elves, and the  orcs,  as  well as glimpses that had arisen unbidden of 
things higher or deeper  or darker than its surface: Durin,  Moria, Gandalf, 
the Necromancer,  the  Ring.  The  discovery  of the significance  of  these 
glimpses and of  their relation to  the ancient histories revealed the Third 
Age and its culmination in the War of the Ring. 
     Those who  had asked for  more information about hobbits eventually got  
it, but they had to wait a long time; for the composition of The Lord of the


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"Indeed I can!" said the wizard. "But share and share alike! You may find you 
have more needs than you expect." 
So they put the gold in bags and slung them on the ponies, who were not at all 
pleased  about  it.  After  that  their  going  was  slower,  for  most  of  the  time  they 
walked.  But  the  land  was  green  and  there  was  much  grass  through  which  the 
hobbit  strolled  along  contentedly.  He  mopped  his  face  with  a  red  silk 
handkerchief-no!  not  a  single  one  of  his own had  survived, he had borrowed  this 
one from Elrond  –for now June had brought summer, and  the weather was bright 
and hot again. 
As  all  things  come  to  an  end,  even  this  story,  a  day  came  at  last  when  they 
were in sight of the country where Bilbo had been born and bred, where the shapes 
of  the  land  and  of  the  trees  were  as  well  known  to  him  as  his  hands  and  toes.


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spiders caught them and bound them, and all the sounds of the battle next day, had 
passed over him unheard. Then the Wood-elves had come to him, and bound him, 
and carried him away. The feasting people were Wood-elves, of course. These are 
not wicked folk. If they have a fault it is distrust of strangers. Though their magic 
was strong, even in those days they were wary. They differed from the High Elves 
of  the West,  and were more  dangerous  and  less wise.  For most  of  them  (together 
with  their  scattered  relations  in  the hills  and mountains) were  descended from the 
ancient  tribes  that never went  to Faerie  in  the West. There  the Light-elves and the 
Deep-elves  and  the  Sea-elves  went  and  lived  for  ages,  and  grew  fairer  and  wiser 
and more learned, and invented their magic and their cunning craft, in the making 
of  beautiful  and marvellous  things,  before  some  came  back  into  the Wide World.


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####-down roots  (into the past) and threw out unexpected branches: but  its main 
theme was  settled from  the outset by the  inevitable choice of the Ring as 
the link between it and  The Hobbit. The crucial chapter, "The Shadow of the 
Past', is  one of the oldest parts of the tale.  It  was written long before 
the foreshadow  of  1939 had yet become a threat of inevitable disaster, and 
from that  point the  story would have developed along essentially  the same 
lines, if that disaster had been averted. Its sources are things long before 
in mind, or in some  cases already written, and  little or nothing in it was 
modified by the war that began in 1939 or its sequels.  
     The real war  does not resemble the legendary war in its process or its 
conclusion. If it had inspired  or  directed  the development of the legend, 
then certainly the  Ring would have  been seized and used against Sauron; he 
would  not have been annihilated  but enslaved, and Barad-dyr would not have


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Those who  had asked for  more information about hobbits eventually got  
it, but they had to wait a long time; for the composition of The Lord of the 
Rings went on at intervals during the  years 1936 to 1949, a period in which  
I had  many  duties that  I did not neglect, and  many  other interests as a  
learner and teacher  that often absorbed  me. The delay was, of course, also 
increased by the outbreak of war in 1939, by the end of which  year the tale 
had not yet reached  the  end  of Book  One. In spite of the darkness of the 
next  five years I  found that the story could  not now be  wholly abandoned,  
and  I plodded on, mostly  by night, till I stood  by Balin's tomb in Moria. 
There I halted for a long while. It  was almost a  year later when I went on 
and so came to Lothlurien and the Great River late in 1941. In the next year


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fell under the dragon-sickness, and took most of the gold and fled with it, and died 
of starvation in the Waste, deserted by his companions. 
"The  new  Master  is  of  wiser  kind,"  said  Balin,  "and  very  popular,  for,  of 
course,  he  gets  most  of  the  credit  for  the  present  prosperity.  They  are  making 
songs which say that in his day the rivers run with gold." 
"Then  the  prophecies  of  the  old  songs  have  turned  out  to  be  true,  after  a 
fashion!" said Bilbo.


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were no less laborious.  Then when the 'end' had  at last  been reached  the 
whole story had to be revised, and indeed  largely re-written backwards. And 
it had to be typed, and  re-typed: by me; the cost of professional typing by 
the ten-fingered was beyond my means. 
     The Lord of the  Rings has been read by many  people since  it  finally 
appeared in print; and I should like to say something here with reference to 
the many opinions  or guesses that I  have  received or have read concerning 
the motives  and meaning  of  the tale. The prime motive was the desire of a  
tale-teller  to try  his hand at a  really long  story that would  hold  the 
attention  of  readers, amuse them, delight  them, and at times maybe excite 
them or deeply move them. As a guide I had only my own  feelings for what is 
appealing or moving, and for  many the guide  was inevitably often at fault. 
Some who have read the book, or at  any rate have reviewed it, have found it


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####-Book I  
     Chapter 1   A Long-expected Party  
     Chapter 2   The Shadow of the Past  
     Chapter 3   Three is Company   
     Chapter 4   A Short Cut to Mushrooms  
     Chapter 5   A Conspiracy Unmasked   
     Chapter 6   The Old Forest  
     Chapter 7   In the House of Tom Bombadil   
     Chapter 8  Fog on the Barrow-Downs  
     Chapter 9   At the Sign of The Prancing Pony  
     Chapter 10  Strider  
     Chapter 11  A Knife in the Dark   
     Chapter 12  Flight to the Ford   
      
Book II  
     Chapter 1   Many Meetings  
     Chapter 2   The Council of Elrond   
     Chapter 3   The Ring Goes South   
     Chapter 4   A Journey in the Dark   
     Chapter 5   The Bridge of Khazad-dym  
     Chapter 6   Lothlurien  
     Chapter 7   The Mirror of Galadriel   
     Chapter 8   Farewell to Lurien   
     Chapter 9   The Great River  
     Chapter 10  The Breaking of the Fellowship


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would  sell  by  auction  the  effects  of  the  late  Bilbo  Baggins  Esquire,  of  Bag-End, 
Underhill,  Hobbiton.  Sale  to  commence  at  ten  o'clock  sharp.  It  was  now  nearly 
lunch-time,  and most  of  the  things  had  already  been  sold,  for  various  prices  from 
next  to  nothing  to  old  songs  (as  is  not  unusual  at  auctions).  Bilbo's  cousins  the 
Sackville-Bagginses  were,  in  fact,  busy  measuring  his  rooms  to  see  if  their  own 
furniture would  fit.  In  short Bilbo was  "Presumed Dead,"  and not  everybody  that 
said so was sorry to find the presumption wrong. 
The  return  of  Mr.  Bilbo  Baggins  created  quite  a  disturbance,  both  under  the 
Hill  and  over  the Hill, and across  the Water;  it was a great deal more  than a nine 
days' wonder.  The  legal  bother,  indeed,  lasted  for  years.  It was  quite  a  long  time 
before Mr. Baggins was in fact admitted to be alive again. The people who had got


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were in sight of the country where Bilbo had been born and bred, where the shapes 
of  the  land  and  of  the  trees  were  as  well  known  to  him  as  his  hands  and  toes. 
Coming  to  a  rise  he  could  see  his  own  Hill  in  the  distance,  and  he  stopped 
suddenly and said:


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and more learned, and invented their magic and their cunning craft, in the making 
of  beautiful  and marvellous  things,  before  some  came  back  into  the Wide World. 
In  the Wide World  the Wood-elves  lingered  in  the  twilight of  our Sun  and Moon 
but  loved  best  the  stars;  and  they  wandered  in  the  great  forests  that  grew  tall  in 
lands  that  are  now  lost.  They  dwelt  most  often  by  the  edges  of  the  woods,  from 
which they could escape at times to hunt, or to ride and run over the open lands by 
moonlight or starlight; and after the coming of Men they took ever more and more 
to  the  gloaming  and  the  dusk. Still  elves  they were  and  remain,  and  that  is Good 
People.


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####-by  1914 was no less hideous an experience  than to  be involved in 1939 and 
the  following years. By 1918 all but one of my close  friends were dead. Or  
to  take  a less grievous  matter:  it  has been supposed by some  that 'The 
Scouring of  the Shire' reflects the situation in England at the time when I 
was finishing  my tale. It does  not. It is an  essential  part of the plot, 
foreseen from the outset, though in the event  modified  by the character of 
Saruman as  developed  in  the story  without, need I  say,  any allegorical 
significance or contemporary political reference  whatsoever. It has  indeed 
some basis in experience,  though  slender (for the  economic situation  was 
entirely different),  and much further back. The country in which I lived in 
childhood was  being  shabbily  destroyed before  I was  ten, in  days  when 
motor -cars were  rare objects  (I had  never seen  one) and  men wer e  still


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then certainly the  Ring would have  been seized and used against Sauron; he 
would  not have been annihilated  but enslaved, and Barad-dyr would not have 
been destroyed but occupied. Saruman, failing to get possession of the Ring, 
would m the confusion  and treacheries of the  time have found in Mordor the 
missing links in his own researches into Ring-lore, and before long he would 
have made a Great  Ring  of his  own with which to challenge the self-styled 
Ruler of Middle-earth.  In that conflict both sides would  have held hobbits 
in hatred and contempt: they would not long have survived even as slaves. 
     Other arrangements could be devised according to the tastes or views of 
those  who  like allegory  or  topical reference.  But I  cordially  dislike 
allegory in all its manifestations, and always have done so since I grew old 
and  wary  enough to  detect  its  presence. I  much prefer history, true or


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appealing or moving, and for  many the guide  was inevitably often at fault. 
Some who have read the book, or at  any rate have reviewed it, have found it 
boring, absurd, or contemptible; and I have no  cause  to complain, since  I 
have similar opinions of  their works, or of the kinds  of writing that they 
evidently  prefer. But even from the points of view of many who have enjoyed 
my story there is much that fails to please. It is perhaps not possible in a  
long tale to please everybody at  all  points, nor to displease everybody at 
the same points; for I find from the letters that I have  received  that the 
passages or chapters that are to some a blemish  are all by others specially 
approved. The  most critical  reader of all, myself, now finds many defects,  
minor and major, but  being fortunately under no obligation either to review 
the book  or  to write  it again, he will pass over these in  silence, except 
one that has been noted by others: the book is too short.


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####-"Of  course!"  said Gandalf.  "And why  should  not  they  prove  true? Surely you 
don't  disbelieve  the  prophecies,  because  you  had  a  hand  in  bringing  them  about 
yourself? You  don't  really  suppose,  do  you,  that  all  your  adventures  and  escapes 
were  managed  by  mere  luck,  just  for  your  sole  benefit?  You  are  a  very  fine 
person,  Mr.  Baggins,  and  I  am  very  fond  of  you;  but  you  are  only  quite  a  little 
fellow in a wide world after all!" 
"Thank goodness!" said Bilbo laughing, and handed him the tobacco-jar.  
 

####-####- 
 

Complete Table of Contents 
 

 Foreword  
     
 Prologue   
Concerning Hobbits  
     1.  
Concerning Pipe-weed  
     2.  
Of the Ordering of the Shire  
     3.  
Of the Finding of the Ring  
     4.  
      
note on the shire records


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days' wonder.  The  legal  bother,  indeed,  lasted  for  years.  It was  quite  a  long  time 
before Mr. Baggins was in fact admitted to be alive again. The people who had got 
specially  good  bargains  at  the  Sale  took  a  deal  of  convincing;  and  in  the  end  to 
sav6  time  Bilbo  had  to  buy  back  quite  a  lot  of  his  own  furniture.  Many  of  his 
silver  spoons mysteriously  disappeared  and were  never  accounted  for.  Personally 
he  suspected  the  Sackville-Bagginses.  On  their  side  they  never  admitted  that  the 
returned  Baggins  was  genuine,  and  they  were  not  on  friendly  terms  with  Bilbo 
ever after. They really had wanted to live in his nice hobbit-hole so very much. 
Indeed Bilbo  found he had  lost more  than  spoons  – he had lost his reputation. 
It  is  true  that  for  ever  after  he  remained  an  elf-friend,  and  had  the  honour  of 
dwarves, wizards, and all such folk as ever passed that way; but he was no longer


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####-Book III  
     Chapter 1   The Departure of Boromir  
     Chapter 2   The Riders of Rohan   
     Chapter 3   The Uruk-Hai  
     Chapter 4   Treebeard  
     Chapter 5   The White Rider  
     Chapter 6   The King of the Golden Hall   
     Chapter 7   Helm's Deep  
     Chapter 8   The Road to Isengard   
     Chapter 9   Flotsam and Jetsam   
     Chapter 10  The Voice of Saruman   
     Chapter 11  The Palantnr  
      
Book IV   
     Chapter 1   The Taming of Smjagol   
     Chapter 2   The Passage of the Marshes  
     Chapter 3   The Black Gate is Closed   
     Chapter 4   Of Herbs and Stewed Rabbit  
     Chapter 5   The Window on the West  
     Chapter 6   The Forbidden Pool   
     Chapter 7   Journey to the Cross-roads  
     Chapter 8   The Stairs of Cirith Ungol   
     Chapter 9   Shelob's Lair  
     Chapter 10  The Choices of Master Samwise


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allegory in all its manifestations, and always have done so since I grew old 
and  wary  enough to  detect  its  presence. I  much prefer history, true or  
feigned, with its varied  applicability  to the  thought  and  experience of 
readers. I think that many confuse 'applicability' with 'allegory'; but  the 
one  resides  in the  freedom of the reader, and the  other in  the purposed 
domination of the author. 
     An author cannot of course remain wholly unaffected  by his experience,  
but the ways in which a story-germ uses the soil of experience are extremely  
complex,  and  attempts  to  define  the  process  are at  best guesses from 
evidence  that  is  inadequate  and  ambiguous.  It  is also  false,  though 
naturally  attractive,  when  the  lives  of   an  author  and  critic  have 
overlapped, to  suppose that the movements of thought or the events of times 
common to both were necessarily the most powerful influences. One has 
indeed


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childhood was  being  shabbily  destroyed before  I was  ten, in  days  when 
motor -cars were  rare objects  (I had  never seen  one) and  men wer e  still 
building suburban railways.  Recently I saw in a paper a picture of the last  
decrepitude of  the once  thriving  corn-mill beside its  pool that long ago 
seemed to me so important.  I never liked the looks of the Young miller, but 
his father,  the Old  miller,  had  a  black  beard,  and he  was  not named 
Sandyman. 
     The  Lord  of  the  Rings is  now  issued in  a  new  edition,  and the 
opportunity  has  been  taken  of  revising  it.  A  number  of  errors  and 
inconsistencies that still rema ined in  the text have been corrected, and an 
attempt has been made to provide information on a few points which attentive 
readers have raised. I have considered all their comments and enquiries, and 
if some seem to have been passed over  that  may be because I have failed to


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####-inimitable by bigger and clumsier races.  
     For  they are  a  little people,  smaller  than Dwarves:  less tout and 
stocky, that is, even when they  are not actually much shorter. Their height 
is  variable, ranging between two and  four feet of our measure. They seldom 
now reach three feet; but they hive dwindled, they  say, and in ancient days 
they were  taller. According to the Red Book,  Bandobras Took  (Bullroarer), 
son of Isengrim the Second,  was four foot five and able to ride a  horse. He 
was  surpassed  in all Hobbit records only by two famous characters of  old;  
but that curious matter is dealt with in this book. 
     As for the Hobbits of the  Shire,  with whom these tales are concerned, 
in  the  days  of their peace and prosperity they  were  a  merry folk. They 
dressed in bright colours, being notably fond of yellow and green;  but they 
seldom wore shoes, since  their feet had tough leathery soles  and were clad


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Roads go ever ever on, 
Over rock and under tree, 
By caves where never sun has shone, 
By streams that never find the sea; 
 
Over snow by winter sown, 
And through the merry flowers of June, 
Over grass and over stone, 
And under mountains in the moon. 
 
Roads go ever ever on 
Under cloud and under star,  
Yet feet that wandering have gone 
Turn at last to home afar.


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the book  or  to write  it again, he will pass over these in  silence, except 
one that has been noted by others: the book is too short. 
     As for any inner meaning or  'message', it has in the intention  of the 
author none. It is neither allegorical nor topical. As the story grew it put


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overlapped, to  suppose that the movements of thought or the events of times 
common to both were necessarily the most powerful influences. One has 
indeed 
personally to come under the shadow of war to feel fully its oppression; but 
as the years go by it seems now often forgotten that to  be caught  in youth


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####-Book V   
     Chapter 1   Minas Tirith  
     Chapter 2   The Passing of the Grey Company   
     Chapter 3   The Muster of Rohan  
     Chapter 4   The Siege of Gondor  
     Chapter 5   The Ride of the Rohirrim   
     Chapter 6   The Battle of the Pelennor Fields  
     Chapter 7   The Pyre of Denethor  
     Chapter 8   The Houses of Healing   
     Chapter 9   The Last Debate   
     Chapter 10  The Black Gate Opens  
      
Book VI   
     Chapter 1   The Tower of Cirith Ungo 
     Chapter 2   The Land of Shadow   
     Chapter 3   Mount Doom   
     Chapter 4   The Field of Cormallen   
     Chapter 5   The Steward and the King   
     Chapter 6   Many Partings  
     Chapter 7   Homeward Bound  
     Chapter 8   The Scouring of the Shire   
     Chapter 9   The Grey Havens  

####-Foreword


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####-Hobbits.  They passed over the Bridge of Stonebows, that had been  built  in 
the  days  of the  power of the North Kingdom,  and they took ail  the  land 
beyond  to  dwell in,  between  the river and  the Far Downs.  All  that was 
demanded of them was  that they should keep the Great Bridge in  repair, and 
all other bridges  and roads,  speed the king's messengers, and  acknowledge 
his lordship. 
     Thus began  the Shire-reckoning, for the year  of  the  crossing of the 
Brandywine (as the  Hobbits turned the name) became  Year One  of the Shire, 
and all later dates were reckoned from it.2 At once the western Hobbits fell 
in love with their new land, and they  remained there, and soon passed  once 
more out  of the history  of Men and of Elves. While there  was still a king 
they  were in name his subjects, but they were, in  fact, ruled by their own 
chieftains  and meddled not at all with events in the world outside. To  the


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####-fought  among  themselves. In olden days  they had, of  course,  been  often 
obliged to fight to maintain themselves in a hard world; but in Bilbo's time 
that was very ancient history. The last battle, before this story opens, and 
indeed the  only  one  that had ever been  fought  within the borders of the 
Shire, was beyond  living memory: the Battle  of  Greenfields, S.R. 1147, in  
which Bandobras Took routed an invasion of Orcs. Even the weathers had 
grown 
milder, and the  wolves  that had once  come ravening  out of the  North  in 
bitter white winters were  now only  a grandfather's tale. So,  though there 
was still  some store of  weapons in the  Shire, these were  used  mostly as 
trophies, hanging above hearths or on  walls, or gathered into the museum at 
Michel Delving. The  Mathom-house it was  called; for  anything that Hobbits 
had  no immediate use for, but were unwilling to throw away,  they  called a


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dressed in bright colours, being notably fond of yellow and green;  but they 
seldom wore shoes, since  their feet had tough leathery soles  and were clad 
in  a  thick  curling hair, much like  the hair  of  their  heads, which was 
commonly  brown.  Thus,  the  only  craft  little  practised among them  was 
shoe-making; but they had long and skilful fingers and could make many other 
useful and comely  things.  Their faces  were as  a rule good-natured rather  
than  beautiful,  broad,  bright-eyed,  red-cheeked,  with  mouths   apt  to 
laughter,  and to eating and  drinking. And laugh  they  did,  and  eat, and 
drink, often and heartily, being fond  of simple  jests at all times, and of 
six meals  a  day (when  they  could  get them).  They  were  hospitable and 
delighted in  parties, and  in  presents, which  they  gave away freely  and 
eagerly accepted. 
     It  is plain indeed that  in spite  of later  estrangement Hobbits  are


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they  were in name his subjects, but they were, in  fact, ruled by their own 
chieftains  and meddled not at all with events in the world outside. To  the 
last  battle at Fornost with the Witch -lord of Angmar they  sent some bowmen 
to the aid of the king, or so they maintained, though no tales of Men record 
it.  But in that war the North Kingdom ended; and then the  Hobbits took the 
land for their own, and they chose from their own chiefs a Thain to hold the 
authority of the king that  was  gone. There for a thousand years  they were 
little troubled  by wars, and  they prospered and  multiplied after the Dark 
Plague (S.R. 37) until the disaster of  the Long Winter and the famine  that 
followed it. Many thousands then  perished, but the Days of Dearth (1158-60) 
were at the time of this  tale long past and  the Hobbits  had again  become 
accustomed  to plenty. The land  was rich and kindly, and though it had long


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Michel Delving. The  Mathom-house it was  called; for  anything that Hobbits 
had  no immediate use for, but were unwilling to throw away,  they  called a  
mathom.  Their dwellings were apt to become rather crowded with mathoms, 
and 
many of the presents that passed from hand to hand were of that son. 
     Nonetheless, ease and peace had left this people still curiously tough. 
They were,  if it came to it, difficult to daunt or to kill; and they  were, 
perhaps,  so unwearyingly fond of  good things not least because they could, 
when put to it, do without them,  and could survive rough handling by grief,  
foe,  or weather in  a way that astonished those who did not know them  well 
and  looked  no further than their bellies and their well-fed  faces. Though 
slow to quarrel, and for sport killing nothing that lived, they were doughty 
at bay,  and  at  need could still handle arms. They shot well with the bow,


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####-     The Stoors lingered long by  the  banks of  the Great River Anduin, and 
were less shy of Men.  They came west after  the  Harfoots and  followed the 
course of the  Loudwater  southwards;  and  there  many of  them  long dwelt 
between Tharbad and the borders of Dunland before they moved north again. 
     The  Fallohides, the least numerous, were a northerly branch. They were 
more friendly with Elves  than the other Hobbits were, and had more skill in 
language  and song than in handicrafts; and of old they preferred hunting to 
tilling.  They  crossed the mountains north of Rivendell  and came  down the  
River Hoarwell. In  Eriador they soon  mingled with the other kinds that had 
preceded them,  but being somewhat  bolder  and more adventurous, they  were 
often found as leaders or chieftains among clans of Harfoots or Stoors. Even 
in Bilbo's time the strong Fallohidish strain could still be noted among the


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####-the counsels of the Wise and  the Great. 
     Those days,  the Third Age of Middle-earth, are now long past, and  the 
shape  of all lands has  been changed; but the regions in which Hobbits then  
lived were doubtless  the  same  as  those  in which  they still linger: the 
North-West  of the  Old World, east of  the Sea. Of their original home  the 
Hobbits in Bilbo's time preserved no  knowledge. A  love  of learning (other  
than genealogical lore) was far from general among them,  but there remained 
still a few  in  the  older families  who  studied their own books, and even 
gathered reports  of old times and distant lands  from Elves,  Dwarves,  and 
Men. Their own  records  began only  after the settlement of the  Shire, and 
their most ancient  legends hardly looked further  back than their Wandering  
Days. It is clear, nonetheless, from these legends, and from the evidence of 
their peculiar words  and customs, that like many other  folk Hobbits had in


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were at the time of this  tale long past and  the Hobbits  had again  become 
accustomed  to plenty. The land  was rich and kindly, and though it had long 
been deserted  when they entered it,  it  had  before been  well tilled, and 
there the king had once had many farms, cornlands, vineyards, and woods.  
     Forty leagues it stretched from the Far Downs to the Brandywine Bridge, 
and fifty from the northern moors to  the marshes in the south. The  Hobbits 
named  it  the Shire, as the region of the  authority of their Thain,  and a  
district of well-ordered  business; and there  in that pleasant  comer of the 
world they plied their well-ordered business of living, and they heeded less 
and less the world outside where dark things moved, until they came to think 
that  peace and  plenty were the rule in Middle-earth and the  right of  all 
sensible folk. They forgot or ignored what little they had ever known of the


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readers have raised. I have considered all their comments and enquiries, and 
if some seem to have been passed over  that  may be because I have failed to  
keep  my  notes in  order;  but many  enquiries  could only  be answered  by  
additional appendices, or indeed  by the  production  of an accessory volume  
containing  much of  the material that I did not  include  in  the  original 
edition, in particular more detailed linguistic information. In the meantime 
this edition offers this Foreword, an  addition to the Prologue, some notes,  
and an index of the names of persons and places. This index is in  intention 
complete in items  but not in references,  since for the present  purpose it 
has been  necessary to reduce its bulk. A complete index, making full use of 
the  material  prepared  for  me  by Mrs.  N. Smith,  belongs  rather to the 
accessory volume.


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slow to quarrel, and for sport killing nothing that lived, they were doughty 
at bay,  and  at  need could still handle arms. They shot well with the bow,  
for they were keen-eyed and sure at the mark. Not only with bows and arrows.  
If any Hobbit stooped for a stone,  it was well to get  quickly under cover, 
as all trespassing beasts knew very well. 
     All Hobbits had originally  lived in  holes in the  ground, or  so they 
believed,  and in such dwellings they still  felt most at  home; but  in  the 
course of time they had been obliged to adopt other forms of abode. Actually 
in  the Shire in Bilbo's  days it  was, as a rule, only the richest and  the 
poorest Hobbits  that maintained the old custom. The poorest  went on  living 
in burrows  of the  most  primitive  kind,  mere holes indeed, with only one 
window or  none;  while  the  well-to-do  still constructed  more  luxurious 
versions of the simple diggings of old.  But suitable  sites for these large


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This  book  is largely  concerned  with  Hobbits, and from its pages  a  
reader  may discover  much of their character and a little of their history. 
Further information will also be found in the selection from the Red Book of 
Westmarch  that has already been published, under the  title of The  Hobbit. 
That story  was derived  from the earlier chapters of the Red Book, composed 
by  Bilbo himself, the first Hobbit to become famous in  the world at large, 
and called by him There and  Back Again, since they told of his journey into 
the East and his  return: an adventure  which later involved all the Hobbits 
in the great events of that Age that are here related. 
     Many, however, may wish to know more about  this remarkable people 
from 
the outset, whi le some  may not possess the earlier book. For such readers a  
few notes on the more important points are here  collected from Hobbit-lore,  
and the first adventure is briefly recalled.


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delighted in  parties, and  in  presents, which  they  gave away freely  and 
eagerly accepted. 
     It  is plain indeed that  in spite  of later  estrangement Hobbits  are 
relatives of ours: far nearer to us than Elves, or even than Dwarves. Of old 
they spoke  the languages  of Men,  after their own fashion,  and liked  and 
disliked much  the same things as Men did. But what exactly our relationship 
is  can no longer be discovered. The  beginning of Hobbits lies  far back in 
the  Elder Days that  are  now  lost and  forgotten.  Only  the Elves  still 
preserve any  records  of  that  vanished  time, and  their  traditions  are 
concerned almost entirely with their own history, in which Men appear seldom 
and Hobbits are not mentioned at  all. Yet it is clear that Hobbits  had, in 
fact, lived quietly in  Middle-earth for  many  long years before other folk  
became  even aware of  them.  And the world being after all  full of strange


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It  is  true  that  for  ever  after  he  remained  an  elf-friend,  and  had  the  honour  of 
dwarves, wizards, and all such folk as ever passed that way; but he was no longer 
quite  respectable.  He  was  in  fact  held  by  all  the  hobbits  of  the  neighbourhood to 
be  'queer'-except by his nephews and nieces on  the Took  side, but even  they were 
not  encouraged  in  their  friendship  by  their  elders.  I  am  sorry  to  say  he  did  not


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that  peace and  plenty were the rule in Middle-earth and the  right of  all 
sensible folk. They forgot or ignored what little they had ever known of the 
Guardians, and of  the labours of those that made possible the long peace of 
the  Shire. They were, in fact, sheltered, but they had ceased  to  remember  
it. 
     At no  time had Hobbits of any  kind been  warlike, and  they had never


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often found as leaders or chieftains among clans of Harfoots or Stoors. Even 
in Bilbo's time the strong Fallohidish strain could still be noted among the 
greater families, such as the Tooks and the Masters of Buckland. 
     In the  westlands  of Eriador, between  the  Misty  Mountains  and  the 
Mountains of  Lune, the Hobbits found both Men and Elves. Indeed, a  remnant 
still dwelt there of the D®nedain, the kings of Men that  came over the  Sea  
out of  Westernesse; but  they were  dwindling fast and  the  lands of their 
North Kingdom were falling far and  wide into waste. There was  room and  to 
spare for  incomers, and ere long  the Hobbits began  to  settle in  ordered 
communities. Most of their earlier settlements had long disappeared and been 
forgotten in Bilbo's time;  but  one of the  first to become important still 
endured, though reduced in  size; this  was at Bree and in the Chetwood that 
lay round about, some forty miles east of the Shire.


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Days. It is clear, nonetheless, from these legends, and from the evidence of 
their peculiar words  and customs, that like many other  folk Hobbits had in 
the distant past moved westward. Their earliest tales seem to glimpse a time 
when they dwelt in the upper vales of Anduin, between the eaves of 
Greenwood 
the Great  and the Misty Mountains. Why they  later undertook  the hard  and 
perilous crossing of the mountains into Eriador is no longer  certain. Their 
own  accounts speak  of the multiplying of Men in  the land, and of a shadow 
that fell on the forest,  so that it became  darkened  and its new  name was 
Mirkwood. 
     Before the  crossing  of the  mountains the Hobbits had  already become 
divided  into  three  somewhat   different  breeds:  Harfoots,  Stoors,  and 
Fallohides. The Harfoots were  browner  of skin, smaller,  and  shorter, and 
they were beardless and bootless; their hands and feet were neat and nimble;


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few notes on the more important points are here  collected from Hobbit-lore,  
and the first adventure is briefly recalled. 
     Hobbits are  an  unobtrusive  but  very  ancient  people, more numerous 
formerly than they are today; for they love peace and quiet and  good tilled 
earth: a well-ordered and well-farmed countryside was their favourite haunt. 
They do not and did not understand or like machines more  complicated than a  
forge-bellows, a water -mill, or a  hand-loom, though  they were skilful with  
tools. Even in ancient days they  were, as a rule, shy of 'the Big Folk', as 
they call us, and now  they avoid us with  dismay and are  becoming hard  to  
find. They are quick of hearing and sharp-eyed, and though they are inclined  
to be  fat  and do not hurry unnecessarily, they are nonetheless  nimble and 
deft  in  their  movements.  They  possessed  from  the  first  the  art  of 
disappearing  swiftly and silently, when large folk whom they do not wish to


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fact, lived quietly in  Middle-earth for  many  long years before other folk  
became  even aware of  them.  And the world being after all  full of strange 
creatures   beyond  count,  these  little  people   seemed  of  very  little 
importance. But in the days of Bilbo, and  of Frodo his  heir, they suddenly 
became, by no wish of  their  own, both important and renowned, and troubled


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endured, though reduced in  size; this  was at Bree and in the Chetwood that 
lay round about, some forty miles east of the Shire. 
     It was in these  early days,  doubtless, that the Hobbits learned their 
letters and  began to write  after  the  manner  of the D®nedain, who had in 
their  turn long before learned  the art from  the Elves. And in  those days 
also they  forgot  whatever languages  they had used before,  and spoke ever  
after the  Common  Speech, the  Westron as it  was  named, that was  current 
through all the lands of the kings  from Arnor to  Gondor, and about all the 
coasts of the Sea from Belfalas to Lune. Yet they kept  a few words of their 
own,  as  well as their own names of months  and days, and  a great store of 
personal names out of the past. 
     About this time legend among  the Hobbits first  becomes history with a  
reckoning  of years. For it was in the  one thousand  six hundred  and first


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Fallohides. The Harfoots were  browner  of skin, smaller,  and  shorter, and 
they were beardless and bootless; their hands and feet were neat and nimble;  
and they preferred highlands and hillsides. The Stoors were broader, heavier  
in build; their feet  and hands were larger,  and they preferred flat  lands 
and riversides.  The Fallohides  were fairer of  skin and also of  hair, and 
they were taller and slimmer than the others; they were lovers of  trees and 
of woodlands.  
     The  Harfoots had  much  to do  with Dwarves in ancient times, and long 
lived in the  foothills  of  the  mountains. They moved westward early,  and 
roamed over Eriador as far as Weathertop while the  others were still in the 
Wilderland. They were the most normal  and representative variety of Hobbit, 
and  far  the most  numerous. They  were the most inclined to settle  in one 
place, and longest preserved their ancestral habit of living in  tunnels and 
holes.


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####-more than built imitations of smials, thatched with dry  grass or  straw, or  
roofed with turves,  and having walls somewhat  bulged. That stage, however, 
belonged to the early days of the Shire, and hobbit-building had long  since 
been  altered, improved by devices,  learned from Dwarves,  or discovered by 
themselves.  A  preference for round windows, and even round  doors, was the 
chief remaining peculiarity of hobbit -architecture. 
     The houses  and  the  holes   of  Shire-hobbits  were  often  large, and 
inhabited by large families. (Bilbo and Frodo Baggins were as bachelors very 
exceptional,  as they were also in many other ways, such as their friendship 
with the Elves.) Sometimes, as in the case  of the Tooks of Great Smials, or  
the Brandybucks  of  Brandy Hall,  many  generations of  relatives  lived in 
(comparative) peace  together  in one ancestral  and many -tunnelled mansion. 
All Hobbits were, in any case,  clannish and reckoned up their relationships


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personal names out of the past. 
     About this time legend among  the Hobbits first  becomes history with a  
reckoning  of years. For it was in the  one thousand  six hundred  and first  
year of the  Third Age  that the  Fallohide brothers, Marcho and Blanco, set 
out  from  Bree; and having  obtained  permission  from  the  high  king  at 
Fornost1,  they crossed the brown river Baranduin with a  great following of


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(comparative) peace  together  in one ancestral  and many -tunnelled mansion. 
All Hobbits were, in any case,  clannish and reckoned up their relationships 
with great care. They drew long and elaborate family -trees with  innumerable 
branches. In dealing with Hobbits it is important to remember who is related 
to whom,  and in what degree. It would be impossible in this book to set out 
a  family-tree  that included  even the more  important members of the  more 
important families at  the  time which these tales tell of. The genealogical 
trees  at  the  end  of  the  Red Book of  Westmarch  are  a  small book  in 
themselves,  and all but Hobbits  would find them  exceedingly dull. Hobbits 
delighted in such things, if they  were accurate: they liked  to  have books 
filled with  things that they already knew, set out fair and  square with no 
contradictions.


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deft  in  their  movements.  They  possessed  from  the  first  the  art  of 
disappearing  swiftly and silently, when large folk whom they do not wish to 
meet come blundering by; and this an they have developed until to Men it may 
seem  magical. But Hobbits have never, in  fact,  studied magic of any kind,  
and their elusiveness  is due  solely to a professional skill  that heredity 
and  practice,  and  a  close  friendship  with  the  earth,  have  rendered


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####-now  rather  tolerated (in  the  rich) than  generally  approved. The custom 
endured, nonetheless, of referring to the head of the  family  as The  Took, 
and of  adding  to  his  name, if  required, a number: such  as Isengrim the 
Second, for instance. 
     The only  real official  in the Shire  at  this date  was the Mayor  of 
Michel Delving (or of the Shire), who was  elected every  seven years at the 
Free Fair on the White  Downs at  the Lithe, that is at Midsummer.  As mayor  
almost   his  only  duty   was  to  preside   at  banquets,  given   on  the 
Shire-holidays,  which occurred at  frequent intervals. But  the  offices of 
Postmaster and First Shirriff were attached  to  the  mayoralty, so that  he 
managed  both the  Messenger Service  and  the  Watch.  These were the  only 
Shire-services,  and the Messengers  were the  most  numerous,  and much the 
busier of the two. By no means a ll Hobbits were lettered, but those who were


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There is another astonishing  thing about Hobbits of old  that must  be 
mentioned, an astonishing habit: they imbibed  or inhaled, through pipes  of 
clay or wood, the smoke of the burning leaves of  a herb, which they  called  
pipe-weed or leaf, a variety  probably of Nicotiana. A great deal of mystery 
surrounds the  origin  of this peculiar  custom,  or  'art' as  the  Hobbits 
preferred to call it. All that could be discovered about it in antiquity was 
put together by Meriadoc Brandybuck (later Master of Buckland), and since he 
and  the   tobacco  of the Southfarthing  play  a part in  the  history  that 
follows, his remarks in the introduction to his Herblore of the Shire may be 
quoted. 
     'This,'  he says, 'is the one art that we can certainly claim to be our 
own invention.  When  Hobbi ts  first began  to smoke  is not known,  all the  
legends and family histories take it for granted; for ages folk in the Shire


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####-guess, then  he would kill him and eat him;  but if Bilbo defeated him, then 
he would do as Bilbo wished: he would lead him to a way out of the tunnels.  
     Since he was lost in the dark without hope, and could neither go on nor  
back. Bilbo accepted the challenge; and they asked one another many riddles.  
In the end Bilbo won the game, more by luck (as it seemed) than by wits; for 
he was stumped at last  for a riddle to ask, and cried out, as his hand came 
upon the ring he lad picked up and forgotten:  What  haw I got in my pocket? 
This Gollum failed to answer, though he demanded three guesses. 
     The  Authorities, it is true, differ whether  this last  question was a  
mere  'question' and not  a  'riddle' according to  the strict rules  of the 
Game; but all agree that, after accepting it and trying to guess the answer, 
Gollum was bound by his promise. And Bilbo pressed him to keep his word; 
for


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Shire-services,  and the Messengers  were the  most  numerous,  and much the 
busier of the two. By no means a ll Hobbits were lettered, but those who were 
wrote constantly to all their friends (and a  selection  of their relations)  
who lived further off than an afternoon's walk. 
     The Shirriffs was the name  that the  Hobbits gave to  their police, or  
the nearest equivalent that they possessed. They had, of course, no uniforms 
(such things being  quite unknown), only  a feather in their caps;  and they 
were  in  practice rather haywards than policemen,  more concerned  with the 
strayings of  beasts than of people. There were in all the Shire only twelve 
of them, three in  each  Farthing,  for  Inside Work. A  rather larger body, 
varying  at need,  was  employed  to  'beat  the  bounds', and to  see  that 
Outsiders of any kind, great or small, did not make themselves a nuisance. 
     At the time  when this story begins the Bounders, as they were  called,


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own invention.  When  Hobbi ts  first began  to smoke  is not known,  all the  
legends and family histories take it for granted; for ages folk in the Shire 
smoked various herbs, some fouler, some sweeter. But all accounts agree that 
Tobold Hornblower  of  Longbottom  in the Southfarthing first grew  the true 
pipe-weed in his gardens in  the days of Isengrim the Second, about the year  
1070 of Shire-reckoning. The best home-grown still comes from that district, 
especially the  varieties  now  known  as Longbottom  Leaf,  Old  Toby,  and 
Southern Star. 
     'How Old  Toby came by  the plant is not recorded, for to his dying day 
he would not tell.  He knew much about herbs, but he was no traveller. It is 
said that in his youth he went often to Bree, though he certainly never went 
further fr om the Shire than that.  It is thus quite possible that he learned 
of this plant in Bree, where now, at  any rate,  it grows well on  the south


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The  Shire was  divided  into  four  quarters,  the  Farthings  already 
referred to.  North,  South, East,  and  West;  and  these again each into a  
number of folklands,  which still bore the names of some of  the old leading  
families, although by the time  of this  history these names were no  longer 
found only in their  proper folklands.  Nearly all Tooks  still lived in the 
Tookland,  but that  was not  true  of  many  other  families,  such  as the 
Bagginses  or  the Boffins.  Outside the  Farthings  were the  East and West 
Marches:  the  Buckland  (see  beginning of Chapter  V,  Book  I);  and  the 
Westmarch added to the Shire in S.R. 1462. 
     The Shire at  this time had hardly any 'government'. Families  for  the 
most part  managed their  own affairs. Growing  food and eating  it occupied  
most of their time. In  other matters they were, as a rule, generous and not 
greedy, but  contented and moderate, so  that estates, farms, workshops, and


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Game; but all agree that, after accepting it and trying to guess the answer, 
Gollum was bound by his promise. And Bilbo pressed him to keep his word; 
for 
the  thought  came  to him that  this slimy creature might prove false, even 
though  such  promises  were held sacred, and of old all  but  the wickedest 
things feared to break them. But after ages alone in the dark Gollum's heart 
was black, and  treachery was in it.  He slipped  away, and  returned to the 
island, of which Bilbo knew nothing,  not far off in the dark  water. There, 
he  thought,  lay  his  ring.  He was hungry now,  and angry, and  once  his 
'precious' was with him he would not fear any weapon at all. 
     But the ring was  not on the island; he had  lost it, it was  gone. His 
screech  sent a shiver down Bilbo's back, though he  did not  yet understand 
what  had happened. But Gollum had at last leaped to a guess, too late. What 
has  it got  in its pocketses? he  cried. The light in his eyes  was like  a


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Outsiders of any kind, great or small, did not make themselves a nuisance. 
     At the time  when this story begins the Bounders, as they were  called, 
had been greatly  increased.  There  were  many reports  and  complaints  of 
strange persons  and creatures prowling about the borders, or over them: the 
first  sign  that all  was not  quite as  it  should be, and always had been 
except  in tales and legends of  long ago. Few heeded the sign, and not even  
Bilbo yet had any notion of what it portended. Sixty years  had passed since 
he set out on his  memorable journey, and he was old  even for Hobbits,  who 
reached a hundred  as often as not; but much evidently still remained of the 
considerable  wealth that he  had brought back. How  much or  how  little he 
revealed to no one,  not even to Frodo  his favourite 'nephew'. And he still 
kept secret the ring that he bad found.


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####-slay him with his sword. But  pity stayed him, and though  he kept the ring, 
in  which  his  only hope lay, he  would not  use  it  to  help him kill the 
wretched creature at a disadvantage. In  the  end, gathering his courage, he 
leaped  over  Gollum in the dark, and fled away down the passage, pursued by 
his enemy's cries  of hate and despair: Thief,  thief! Baggins!  We hates it 
for ever! 
     Now it is a curious fact that this is not the story as Bilbo first told 
it to his companions.  To  them his account was  that Gollum had promised to 
give  him a present, if he  won the game;  but when  Gollum went to fetch it  
from his island he found the treasure was gone: a magic ring, which had been 
given to him long ago on his birthday. Bilbo guessed that this was the  very 
ring  that he  had found, and as he had won the game, it was already  his by 
right. But being in a tight place, he said nothing about it, and made Gollum


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further fr om the Shire than that.  It is thus quite possible that he learned 
of this plant in Bree, where now, at  any rate,  it grows well on  the south 
slopes of the hill. The  Bree-hobbits  claim to have been the  first  actual 
smokers of the pipe-weed.  They cla im,  of  course, to have done  everything  
before the people of the Shire,  whom they refer  to as "colonists"; but  in 
this case their claim is, I think,  likely to be true. And  certainly it was 
from Bree  that the  art  of smoking  the genuine weed sprea d  in the recent 
centuries among Dwarves and such other folk, Rangers, Wizards, or wanderers,  
as still passed  to and fro through that  ancient road-meeting. The home and 
centre of  the an is thus to be found in  the old inn of  Bree, The Prancing


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most of their time. In  other matters they were, as a rule, generous and not 
greedy, but  contented and moderate, so  that estates, farms, workshops, and 
small trades tended to remain unchanged for generations.  
     There  remained,  of course, the  ancient tradition concerning the high 
king at  Fornost, or Norbury as they called it, away north of the Shire. But 
there had been no king for nearly  a thousand years,  and even the ruins  of 
Kings' Norbury  were covered with grass. Yet the Hobbits  still said of wild 
folk and wicked things (such as trolls) that they had not heard of the king. 
For they attributed to the king of old all their essential laws; and usually 
they kept the laws of free will, because they were The Rules (as they said), 
both ancient and just. 
     It is true  that  the Took  family had long  been  pre-eminent; for the 
office  of  Thain had  passed  to them  (from the Oldbucks)  some  centuries


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what  had happened. But Gollum had at last leaped to a guess, too late. What 
has  it got  in its pocketses? he  cried. The light in his eyes  was like  a  
green flame as he sped back to murder the hobbit and recover his 'precious'.  
Just  in  time Bilbo saw his peril,  and he fled blindly up the passage away 
from the water;  and once more he was saved by his luck. For  just as he ran 
he  put  his  hand in his  pocket, and  the ring  slipped  quietly on to his 
finger. So it was that  Gollum passed him  without seeing him, and  went  to  
guard  the  way out, lest the 'thief' should escape.  Warily Bilbo  followed 
him, as he went along, cursing, and talking to himself about his 'precious';  
from which  talk at last even Bilbo guessed the truth,  and hope came to him 
in the darkness: he himself had  found the marvellous  ring and a chance  of 
escape from the orcs and from Gollum. 
     At length they  came to a halt before an unseen opening that led to the


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As is  told in The Hobbit, there came one day to Bilbo's door the great 
Wizard, Gandalf the Grey, and thirteen dwarves with him: none other, indeed, 
than Thorin Oakenshield,  descendant  of kings, and his twelve companions in 
exile. With  them he set  out, to his own lasting astonishment, on a morning 
of  April, it being then  the year 1341 Shire-reckoning, on a quest of great 
treasure, the dwarf-hoards of the Kings under the Mountain,  beneath  Erebor 
in Dale, far off in the East. The quest was  successful, and the Dragon that 
guarded the hoard was destroyed. Yet, though before  all  was won the Battle 
of Five Armies was fought, and Thorin was slain, and  many deeds  of  renown 
were done, the matter would scarcely have concerned later history, or earned 
more than a note in the long annals of the Third Age, but for an  'accident' 
by the way.  The  party was assailed by  Orcs in a  high pass  of  the Misty


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ring  that he  had found, and as he had won the game, it was already  his by 
right. But being in a tight place, he said nothing about it, and made Gollum 
show him  the way out, as a reward instead of  a present. This account Bilbo 
set down in  his memoirs, and he seems never to have altered it himself, not  
even after  the  Council of  Elrond.  Evidently  it  still  appeared in  the 
origina l Red Book, as it  did  in several of the  copies  and abstracts. But 
many copies contain the  true account (as an alternative), derived no  doubt 
from notes by Frodo  or Samwise, both of whom learned the truth, though they 
seem to have been unwilling to delete anything  actually written by the  old 
hobbit himself. 
     Gandalf, however,  disbelieved Bilbo's first story, as soon as he heard 
it,  and he continued  to be very curious about the ring. Eventually he  got 
the true  tale  out  of  Bilbo  after much questioning,  which for  a  while


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####-Pony, that has been kept by the family of Butterbur from time beyond record. 
     'All the same,  observations  that I have made on my own many  journeys 
south have convinced me that the weed itself  is not  native to our parts of 
the  world,  but  came  northward  from the lower Anduin, whither  it was, I 
suspect, originally brought  over  Sea by the Men  of  Westernesse. It grows 
abundantly  in  Gondor, and  there  is richer and  larger than in the North, 
where it is never found wild, and flourishes  only in  warm sheltered places 
like Longbottom. The Men of Gondor call it sweet galenas, and esteem it only 
for the fragrance of its  flowers. From  that land it must have been carried 
up the Greenway  during the long centuries between the coming of Elendil and 
our own day.  But even the D®nedain of  Gondor allow us this credit: Hobbits 
first put it into pipes.  Not even the Wizards first thought of that  before


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both ancient and just. 
     It is true  that  the Took  family had long  been  pre-eminent; for the 
office  of  Thain had  passed  to them  (from the Oldbucks)  some  centuries 
before,  and the chief  Took had borne that title ever since. The  Thain was 
the  master  of  the  Shire-moot, and captain of  the Shire-muster  and  the 
Hobbitry-in-arms,  but  as  muster  and moot  were only  held  in  times  of 
emergency,  which no  longer occurred, the Thainship  had  ceased to be more 
than  a  nominal dignity. The  Took  family was  still,  indeed,  accorded a  
special respect, for it remained  both numerous and exceedingly wealthy, and 
was  liable  to produce in ever y generation strong  characters  of  peculiar 
habits and even adventurous temperament. The latter qualities, however, were


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more than a note in the long annals of the Third Age, but for an  'accident' 
by the way.  The  party was assailed by  Orcs in a  high pass  of  the Misty 
Mountains as they went towards Wilderland; and so it happened that Bilbo was 
lost for a while in the black orc-mines deep under the mountains, and there, 
as he groped  in vain in the dark, he put  his hand on  a ring, lying on the 
floor of a tunnel. He put it in h is pocket. It seemed then like mere luck. 
     Trying to find  his way out. Bilbo went on  down to  the  roots  of the 
mountains, until he could go no further.  At the bottom  of the tunnel lay a  
cold lake far  from the light, and on an island  of rock  in the water lived 
Gollum. He was a loathsome little creature: he paddled a small boat with his 
large  flat feet,  peering with pale luminous eyes  and  catching blind fish 
with his long fingers, and eating  them raw.  He ate  any living thing, even


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in the darkness: he himself had  found the marvellous  ring and a chance  of 
escape from the orcs and from Gollum. 
     At length they  came to a halt before an unseen opening that led to the 
lower  gates  of  the mines,  on the eastward  side of the mountains.  There 
Gollum  crouched at bay, smelling and listening;  and Bilbo  was  tempted to


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window or  none;  while  the  well-to-do  still constructed  more  luxurious 
versions of the simple diggings of old.  But suitable  sites for these large 
and ramifying tunnels (or smials as they called them) were not everywhere to 
be found; and in the flats and the low-lying districts the Hobbits, as  they


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it,  and he continued  to be very curious about the ring. Eventually he  got 
the true  tale  out  of  Bilbo  after much questioning,  which for  a  while 
strained  their  friendship;  but  the  wizard seemed  to  think  the  truth 
important. Though he did not say so to Bilbo, he also thought  it important, 
and disturbing, to find that the good hobbit had not told the truth from the 
first:  quite contrary to his  habit. The idea of a 'present' was  not  mere 
hobbitlike  invention,  all the  same.  It was  suggested  to Bilbo,  as  he 
confessed, by Gollum's talk that he overheard; for Gollum did, in fact, call 
the  ring  his 'birthday  present', many times.  That also  Gandalf  thought 
strange and suspicious; but he did not discover the truth in  this point for  
many more years, as will be seen in this book. 
     Of  Bilbo's  later adventures little  more need be said here. Wi th  the 
help of the ring he escaped from the orc-guards at the gate and rejoined his


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####-multiplied, began to  build above ground. Indeed, even in the hilly  regions 
and the older villages, such  as  Hobbiton or Tuckborough,  or in the  chief 
township of the Shire, Michel Delving  on  the White Downs, there  were  now 
many houses  of wood,  brick, or stone. These  were  specially  favoured  by 
millers, smiths, ropers,  and cartwrights, and others of that sort; for even 
when  they  had holes to live in. Hobbits had long been  accustomed to build 
sheds and workshops. 
     The habit of building farmhouses and barns was said to have begun among 
the inhabitants of the Marish  down by the Brandywine.  The  Hobbits of that 
quarter, the Eastfarthing, were rather large and heavy-legged, and they wore 
dwarf-boots in muddy  weather. But they were well known  to  be Stoors in  a 
large part of their blood, as indeed was shown by the down that many grew on 
their chins. No Har foot  or Fallohide had  any trace of a beard. Indeed, the


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our own day.  But even the D®nedain of  Gondor allow us this credit: Hobbits 
first put it into pipes.  Not even the Wizards first thought of that  before 
we did.  Though one Wizard that I knew took up the art long ago,  and became 
as skilful in it as in all other things that he put his mind to.'


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####-was brought to him by the Thain Peregrin when he retired to Gondor in IV 64 . 
     The Thain's Book was  thus  the first copy made of  the  Red  Book  and 
contained much that was later omitted or lost.  In Minas  Tirith it received 
much  annotation, and  many  corrections, especially  of  names,  words, and 
quotations in the Elvish languages; and there was added to it an abbreviated  
version of those  parts of The  Tale of Aragorn  and Arwen which lie outside 
the  account of the War. The full tale  is  stated  to have been written  by 
Barahir, grandson of the Steward Faramir, some time after the passing of the  
King. But the chief importance of  Findegil's copy is that it alone contains 
the whole  of Bilbo's 'Translations from the  Elvish'. These  three  volumes 
were  found to be a work of great skill and learning in  which, between 1403 
and 1418, he had used all the sources  available to  him  in Rivendell, both


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Of  Bilbo's  later adventures little  more need be said here. Wi th  the 
help of the ring he escaped from the orc-guards at the gate and rejoined his 
companions. He  used the ring many times on his  quest, chiefly for the help 
of his  friends; but  he kept it secret from them as long as he could. After


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large  flat feet,  peering with pale luminous eyes  and  catching blind fish 
with his long fingers, and eating  them raw.  He ate  any living thing, even 
orc, if  he could catch it and strangle it without a struggle. He possessed a  
secret treasure that had come to him long ages ago,  when he  still lived in 
the light: a ring  of gold  that made its  wearer invisible. It was the  one 
thing he  loved, his 'precious', and he talked to  it, even when it  was not 
with him. For he kept it hidden safe in a hole on his island, except when he 
was hunting or spying on the ores of the mines. 
     Maybe he would have attacked Bilbo at once, if the ring had been on him 
when they met;  but it was  not, and  the hobbit held  in his hand an Elvish 
knife,  which served him as a sword. So to gain time Gollum challenged Bilbo 
to the Riddle-game,  saying that if he  asked a riddle which Bilbo could not


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large part of their blood, as indeed was shown by the down that many grew on 
their chins. No Har foot  or Fallohide had  any trace of a beard. Indeed, the 
folk  of  the Marish,  and  of Buckland,  east  of  the  River,  which  they 
afterwards  occupied, came for the most  part  later into the Shire  up from 
south-away;  and  they still had many peculiar names and strange  words  not 
found elsewhere in the Shire. 
     It is probable that the craft of building, as many other crafts beside, 
was derived from the D®nedain. But  the Hobbits  may  have learned it direct 
from the Elves, the teachers of  Men  in their  youth. For the Elves of  the 
High Kindred had not yet forsaken Middle-earth, and they dwelt still at that 
time at  the Grey Havens away to the west, and in other  places within reach 
of the  Shire. Three  Elf-towers of immemorial age were still to be seen  on 
the  Tower Hills  beyond the  western marches.  They shone far  off  in  the


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were  found to be a work of great skill and learning in  which, between 1403 
and 1418, he had used all the sources  available to  him  in Rivendell, both 
living and written. But  since they were little used by Frodo, being  almost  
entirely concerned with the Elder Days, no more is said of them here. 
     Since Meriadoc and Peregrin became the  heads  of their great families,  
and  at the  same time kept up their  connexions with Rohan and  Gondor, the 
libraries at Bucklebury and Tuckborough contained much that did  not  appear 
in the Red Book.  In Brandy Hall there were many works dealing  with Eriador  
and the  history of Rohan. Some of these were composed or  begun by 
Meriadoc 
himself, though in the  Shire he was chiefly remembered for  his Herblore of 
the Shire, and for his Reckoning of  Years m which he discussed the relation 
of the calendars of the Shire and Bree  to those of  Rivendell,  Gondor, and


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At the end of the Third Age the part played by the Hobbits in the great 
events that led  to  the  inclusion  of  the Shire  in the  Reunited Kingdom 
awakened among them a  more widespread  interest in  their own  history; and 
many of their traditions, up to that time still  mainly oral, were collected 
and Written down. The  greater families were  also concerned with  events in 
the  Kingdom  at  large,  and  many  of  their members  studied its  ancient 
histories and  legends. By the  end of the  first century of the Fourth  Age 
there were already to be found in the Shire several libraries tha t contained 
many historical books and records. 
     The largest of these collections were probably at Undertowers, at Great 
Smials,  and at Brandy Hall.  This  account of the end of  the Third  Age is 
drawn mainly from the Red Book of Westmarch. That most important  source 
for 
the  history  of  the War  of  the Ring was so  called because it  was  long


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####-his return to his home he never spoke  of  it  again to anyone, save Gandalf 
and Frodo;  and no one else  in the  Shire knew of its  existence,  or so he 
believed. Only to Frodo did he show  the account of  his Journey that he was 
writing. 
     His  sword,  Sting, Bilbo hu ng  over his  fireplace,  and  his coat  of 
marvellous mail, the gift of the Dwarves from the Dragon-hoard, he lent to a  
museum, to the Michel Delving Mathom-house in fact. But he kept in a  drawer  
at Bag  End  the old cloak and hood that he had worn on his travels; and the  
ring, secured by a fine chain, remained in his pocket. 
     He returned to his home at Bag End on June the 22nd in his fifty-second 
year (S.R. 1342),  and nothing very notable occurred in the  Shire until Mr. 
Baggins    began    the   pr eparations   for   the   celebration   of    his 
hundred-and-eleventh birthday  (S.R.  1401).  At  this  point  this  History 
begins. 

####- 

NOTE ON THE SHIRE RECORDS


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####-time Frodo  was still in his tweens, as the hobbits called the irresponsible 
twenties between childhood and coming of age at thirty-three. 
     Twelve more years passed. Each year the Bagginses  had given very lively 
combined  birthday-parties  at  Bag  End;  but  now  it  was understood that 
something  quite  exceptional was being planned  for that autumn.  Bilbo was 
going  to  be  eleventy -one,  111,  a  rather  curious  number  and  a  very 
respectable  age  for a hobbit (the Old Took  himself had only reached 130); 
and Frodo was going to be thirty- three, 33) an important number: the date of 
his 'coming of age'.  
     Tongues began to wag in  Hobbiton and Bywater; and rumour of the coming 
event travelled all  over the Shire. The  history and character of Mr. Bilbo 
Baggins became once again the  chief  topic of  conversation; and the  older  
folk suddenly found their reminiscences in welcome demand.


