Tensions rise between Men, Elves, and Dwarves. A greater threat emerges as Sauron sends Orcs to take Erebor. The races must decide whether to continue their feuds or unite against the rising darkness in a battle. The film has an ensemble cast, many reprising their roles: Martin Freeman as Bilbo Baggins Ian McKellen as Gandalf the Grey Richard Armitage as Thorin Oakenshield Evangeline Lilly as Tauriel Lee Pace as Thranduil Luke Evans as Bard the Bowman Benedict Cumberbatch as the voice of Smaug/Sauron