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Dangers in the East: The Story and Characters
"Dwarves had not passed that way for many years, but Gandalf had, and he knew how evil and danger had grown and thriven in the Wild, since the Dragons had driven men from the lands..." - The Hobbit, by J.R.R. Tolkien

As a young Dwarf Prince, Thorin Oakenshield witnessed Smaug's devastating attack on Erebor, losing his family, his status and his home in its aftermath. But after decades in exile, Thorin's passion to reclaim his lost Kingdom has been rekindled. His destiny has brought him East on the path to the Lonely Mountain, traveling with his Company of 12 Dwarves--Balin (Ken Stott), Dwalin (Graham McTavish), Fili (Dean O'Gorman), Kili (Aidan Turner), Bofur (James Nesbitt), Bombur (Stephen Hunter), Bifur (William Kircher), Oin (John Callen), Gloin (Peter Hambleton), Dori (Mark Hadlow), Nori (Jed Brophy) and Ori (Adam Brown)--and a "burglar" in the form of the Hobbit Bilbo Baggins, played by Martin Freeman.

Guiding the Company on its journey is the wise and occasionally mischievous Wizard Gandalf the Grey, once again embodied by Ian McKellen. "Gandalf is always trying to control everything," says the iconic stage and film star. "His critics would call him a meddler. But he has a paternal side to his nature and feels protective not only of Bilbo, but of Thorin, who does need looking after. Thorin is a Dwarf who has problems. He rarely smiles, and has a sense of his own destiny, which can be a bit alarming because it involves putting other people in danger."

The first film in the Trilogy saw the Company gather in Bag End, Bilbo's cozy home in Hobbiton. Embarking on their adventure East, they are targeted by Orcs and Wargs, fight off hungry Trolls, and encounter the Wizard Radagast the Brown, who alerts Gandalf to dark changes in his beloved forest, now known as the Mirkwood. After an uncomfortable yet enlightening stay with the Elves of Rivendell, Bilbo and the Dwarves venture into the Misty Mountains, where they are soon caught up in a clash of Stone Giants, chased through the Goblin Tunnels, savagely attacked by Orcs, and rescued on the backs of giant Eagles. As the second film begins, Gandalf, Bilbo, Thorin and the Company are shaken and exhausted ... but not broken.

Perhaps most changed of all is Bilbo Baggins himself. "I think, as the journey continues, Bilbo is able to look at the world a bit more square on," says Martin Freeman of the Hobbit at the center of the tale. "He is still the person he was; he is still frightened. He's not a fighter or adventurer by nature, but to be among different species that want to kill him or eat him... it doesn't need to be said how huge a change that is. And Bilbo finds a bravery that he didn't know he had, and, more importantly, that none of the others knew he had."

From his encounter beneath the Goblin Tunnels in the cave of the emaciated and conniving creature known as Gollum, Bilbo has emerged with something more than his courage. He has managed to steal Gollum's "precious" ring with the power to make its wearer invisible.

"Bilbo is beginning to have a strange relationship with this gold ring," say Boyens. "He's beginning to have a sense that there's something off about it. It's a tough choice for him to put it on and disappear, and he takes it off as soon as he can. Having such a great actor as Martin Freeman helps you find your way through this idea that this is not just a magic trinket that turns you invisible. Not every choice he had to make was a good choice down in those holes beneath the mountain."

Bilbo chooses to conceal this new information from Gandalf, and, for McKellen, Freeman's portrayal of Bilbo in this moment illustrates the art the actor brings to his performance. "Martin has a palette of subtlety, and it's often unpredictable," McKellen observes. "He doesn't like to do the same thing twice in front of the camera, so with a multitude of takes, in every one of those takes, Martin will give you a different nuance, a different color, a different aspect of the character he's playing. You don't know quite what's going to happen next, which makes your reaction all the more real. With each take, I discovered something new about Bilbo."

Leading the Company is the Dwarf warrior and King-in-Waiting Thorin Oakenshield, once again played by Richard Armitage, who--in spite of being surrounded by his nephews, Fili and Kili, his advisor Balin, and the other loyal Dwarves--is in many ways painfully alone. "I think one of the defining characteristics of Thorin is his inability to trust," Armitage shares. "He has inherited a quest of vengeance from his father, and that burden is quite a lonely thing to carry. He's a proud and arrogant character, but his paranoia that he's not a good enough leader weighs him down. At the same time, I think that he has the potential to be inspired."

Thorin's insecurity is only deepened by the presence of another leader in Gandalf, and as Bilbo's acts of loyalty and courage mount, he finds his trust shifting away from the Grey Wizard and toward the Hobbit. Freeman admits, "The friendship between Bilbo and Thorin is pretty hard won. Anyone who is sensitive or empathetic, which I think Bilbo is, can see that Thorin is basically not very happy, and when you see an unhappy person lashing out, it's not very attractive, but you also want to help that person. Bilbo trusts that inside Thorin is a decent Dwarf and a good man."

Thorin's Quest is anything but simple, and every step they take only seems to put them on more dangerous ground. "This solitary Dwarven Quest has attracted unwanted attention with a variety of agendas attached to it," Jackson states. "They are tripping wires every step along the way."

The Orcs continue to stalk them through the Anduin Valley, riding on the backs of giant wolf-like Wargs. Their relentless pursuit leads Gandalf to seek shelter for the Company within the home of the mysterious and dangerous Beorn--who can change his skin from a giant man to an even larger bear. A creature of contradictions, Beorn can turn from calm to threatening in the blink of an eye. "You have got to be very careful which aspect of him you're going to meet," suggests McKellen.

While Beorn is no friend to Dwarves, he has greater reason to hate Orcs, which hunted the skin-changers to near-extinction. "He's the last of his kind left in Middle-earth, and is not on anybody's side," Jackson relates. "He can be enormously dangerous when he transforms into a bear, but his heart is gentle and he loves animals. So just how much control he has of himself when he's a bear is a question that is, to some degree, unanswered."

To play the complex role, the filmmakers cast Swedish actor Mikael Persbrandt. "Beorn is a fantastic character and a very unique creation," Boyens says. "Gandalf wonderfully describes him as being 'under no enchantment but his own,' so when we started thinking about how to make this character come to life, we thought of the great Northern mythologies, of people living out in the Wild. And from the moment we met Mikael, he was our Beorn."

Though his character is dangerous and unpredictable, Persbrandt sees the pathos in Beorn. "His human side is not quite human," Persbrandt attests. "He's quite aggressive, and even in his human form, he's not like you and me; he's something else. There's something dark, sad and wild about him that you can't really understand."

Persbrandt was invited to retain his native accent for the character, and worked with dialect coach Leith McPherson make subtle adjustments for the role. "The way he speaks is slightly antiquated, shaped in a way that is not casual," McPherson notes. "What Beorn has to say is profound; he chooses his words very carefully."

Because of Beorn's affinity with animals, the costume designers wanted him to wear clothes without any animal-based fabrics, right down to his canvas boots. Says costume designer Bob Buck, "We had to keep everything very simple, but, because he is clever with his hands, he's got beautifully carved pieces of wood for a belt-buckle, with its two adjoining ends expressing his shape-shifting aspect--on one end is the head of a bear and the other end is the head of a human."

This duality is also prevalent in his make-up design. Hair and makeup designer Peter Swords King and his team devised prosthetics that would give Beorn's face an animal shape and bear-like teeth while remaining recognizably human. King sourced horse hair and dyed it multiple colors to create a Mohican-style wig that runs all the way down the actor's back on a spine prosthetic. "His prosthetic spreads out very wide to suggest that even in his human state, there are still attributes of a bear there," King describes. "In a sense, his hackles are always raised, which suggests how dangerous and predatory he can be. He is always on the edge of changing, but, when he does change into a bear, we'll always recognize the eyes as they are very distinctive."

Jackson worked with the design team and Weta Digital to ensure that on either side of his transformation, there would be no doubt of Beorn's identity. Senior visual effects supervisor Joe Letteri notes, "A lot of effort went into translating not only the physical resemblance, but the emotion and personality between the human and the bear. We wanted to give him a mythical, animal look and also show the age and determination in him, because he's the last of the skinchangers."

After a night in Beorn's home, the Company is eager to continue East. But a massive obstacle still stands in their path--Mirkwood--and to go around the seemingly infinite forest would take twice as long. Gandalf can direct them to the safest path forward, but will not be able to lead them through. He has other urgent matters in Middle-earth requiring his attention.

"Gandalf is always on the side of Middle-earth--to alert Middle-earth to dangers and try to put them right," McKellen comments. "And he can't be in two places at once, much as he'd like to be. What makes Gandalf so interesting is that he's got a twinkle in his eye and is always ready with a rather light remark, but he's deadly serious and knows best. He gets impatient when people don't immediately do what he thinks is right, but sometimes has to leave them to discover their own inner strengths and get on with their task."

Where Gandalf's own quest takes him is part of the expanded universe of The Hobbit that the screenwriters mined from the details Tolkien provided in the appendices to The Lord of the Rings. Jackson explains, "In the book, Gandalf disappears at various times and where he goes is not explained. But, many years later, Tolkien devised ways in which Gandalf's absence is tied into events in The Lord of the Rings. In this film, we've been able to retroactively fill in those gaps, which was an opportunity that was too good to pass up."

Gandalf believes that the mysterious Necromancer that has risen at the abandoned fortress of Dol Guldur is connected to the changes he senses in Middle-earth. The ancient sword the Wizard Radagast the Brown, again played by Sylvester McCoy, recovered at the Dol Guldur does not belong in this world and only intensifies Gandalf's fears, as revealed in the first film. "He is starting to sense the return of a great evil to Middle-earth," Jackson says. "He believed it was vanquished many thousands of years earlier, but now he's starting to pick up clues and signs that that might not be the case."

Boyens explains that the seeds of Gandalf's mission were set at the meeting of the White Council in the first film by the Elf Queen Galadriel, played by Cate Blanchett. "Galadriel said to him, 'Something moves in the shadows, something hidden from our sight. It will not show itself.' That very important insight she has is about how certain atrocities can exist in the world and how evil can rise unnoticed. It was true when Professor Tolkien was writing these stories, and it is true now."

Dol Guldur stands at the southern end of the Mirkwood, and the tide of evil has washed into the forest and contaminated it. Once called Greenwood the Great, the forest has become diseased and is now a dark and treacherous trap for any travelers that wander into it--which Thorin and the Dwarves have the misfortune of learning first-hand despite being so close to their goal.

Boyens notes, "There is a strong sense that the old forest has a will of its own. An evil lies upon it now that leads you astray."

Its toxic environment clouds their minds and lowers their guard. "Once you leave the path in Mirkwood, it's possible that you may never find your way out again, and you probably won't survive very long anyway," Jackson states. "There are things in that forest that are the stuff of nightmares, certainly my nightmares."

In the dense tangle of trees, the Dwarves become easy prey for the Giant Spiders infesting the wood. They are fast, voracious creatures with large mandibles and sharp fangs, but Bilbo has his sword and makes the Spiders feel its sting. "Great Spiders attacking you can be viscerally disgusting, if you're of that mind," Freeman comments. "But, at that point, it's literally kill or be killed, and he's doing it to save his fellows. I call what he does pretty brave, really. There's something visceral about spiders, and they will, I hope, be pretty scary for the audience. They certainly are to me." But Mirkwood holds even greater dangers for Dwarves...

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