The movie picks up where the previous installment left off, with Smaug the dragon destroying the town of Lake-town. The people of Lake-town, led by Bard (Luke Evans), seek refuge in the mountains, while the dwarves, led by Thorin Oakenshield (Richard Armitage), prepare to reclaim their homeland, Erebor. Meanwhile, Azog (Manu Bennett), a powerful orc, seeks to destroy the dwarves and claim the treasure of Erebor for himself.