A Thief in the Night - Several days pass in a standoff; the dwarves are trapped inside Lonely Mountain, and the armed men and elves block the exit.

Roäc, the raven, reappears and reports that Dain and his troop of 500 are near but predicts that is not enough force to defeat the opposing troops. He again encourages Thorin to settle the affair peacefully. Thorin rejects this advice, and in despair Bilbo Baggins decides to take action, trying to force Thorin's hand.

Still in possession of the Arkenstone, Bilbo takes a turn at guard duty and heads to the elves' camp. When he is taken to the leaders, Bard and the Elvenking, Bilbo reports the movement of Dain's warriors and gives the Arkenstone to them, hoping they can use it to bargain with Thorin. Bilbo meets Gandalf in the camp, but he returns to the dwarves in the fortress.