Bilbo, dragged reluctantly from his comfy hole-in-the-ground in the Shire in the first film, is now resigned to his fate, and shows resourcefulness and pluck in one harrowing situation after another. He's also got that mysterious golden ring he found in the goblin tunnel—the one that seems to make him invisible, the one that nobody else knows about, not yet. It will come in handy. Gandalf tries to keep the team together, but forges off on his own solitary spell-breaking mission (which Tolkien's book suggests is undertaken by Gandalf to force Bilbo to gain the trust of the dwarves on his own).
Along the way, the heroes find shelter in the home of a shape-shifting Giant-slash-Bear, and are pursued by a galloping army of Orcs. To save time, they cut through the Mirkwood Forest and run into a terrifying herd of gigantic attacking spiders, in a scene doomed to give me nightmares for months. (I have barely recovered from reading that scene in the book when I was 10 years old.) Saved and then imprisoned by the isolationist-minded elves, the dwarves and Bilbo find a way to escape in a bunch of barrels down a river, being attacked from the banks by orcs and elves alike.