• Audio Commentary: Filmmaker Peter Jackson and co-writer Philippa Boyens. The bulk of the discussion is driven by the development, assemblage and adaptive challenges of the second film after the decision was made to expand The Hobbit from two to three films.

• New Zealand: Home to Middle-Earth Part 2 (HD, 7:11): The cast and crew reflect on shooting in New Zealand, where the beauty of the natural landscape outshines any CG creation.

• The Appendices Part 9: A Long Expected Journey (HD):
  • Opening (HD, 3:22): Peter Jackson, Philippa Boyens and a number of actors touch on the decision to expand The Hobbit saga into three films and discuss the challenges the second installment presented, the "ordered chaos" that was the production, and the highs and lows of shooting Desolation.
  • A Warm Welcome (HD, 29:23): Peter Jackson, Martin Freeman, the Dwarf actors, Orlando Bloom, Luke Evans and other members of the cast and crew tear through Lake-town, discussing the sprawling sets to the immersive joy of walking the streets, burying the dwarves in fish, incorporating acrobatic wire-suspended elves into the action, the dwarves' public "trial" before the Master, the various tricks and techniques used to achieve shots in which Bilbo and the Dwarves appear alongside humans and elves, and the many, many Lake-town cameos peppered throughout the film.
  • Business of the State (HD, 15:24): In the Master's chambers, Jackson directs actors Stephen Fry and Ryan Gage to make their politicians as sleazy as possible, keeps things light with airborne eggs and mountain oysters, and works to balance style and silliness.
  • Shelter on the Long Lake (HD, 20:19): Bard's house, fully realized using two sets at two different scales (1:1 and 1:1.42). Highlighted is the filming of James Nesbitt's children (who play the Bard's daughters), the Lake-town orc attack, Evangeline Lilly and her stunt double's work, splicing a single-scale dwarf together with green screen magic, the Black Arrow and its reveal, and, as Andy Serkis labels it, the most pivotal scene of the movie: the toilet entrance.
  • In the Halls of the Elvenking (HD, 29:17): Two deleted/alternate scenes are featured in this half-hour look at the Woodland Realm, the halls, prisons and cellar of the Elvenking's fortress, and Thranduil and his subjects. Also covered: Thranduil's throne chamber, the king's wine barrels, the fun of improvisation in dwarf jail, and the rehearsal for Thorin and Thranduil's confrontation.
  • Flies and Spiders (HD, 29:43): On to Mirkwood Forest as the cast and crew face endless delights and challenges. Exhaustion, drunkenness and drug tripping on the forest sets, Jackson's shout-y action-scene direction, the madness of spiderweb cocoons and more.
  • Queer Lodgings (HD, 27:02): The locale by locale tour of Jackson's Middle-earth continues with a revealing trip to Beorn's house, where towering sets allow the characters (skin-changer, wizard, dwarves and hobbit) to believably appear, in appropriate scale, alongside one another. Running in costume is the first order of business, followed by a move from exterior location to interior set, additional March 2012 filming, and more.
  • On the Doorstep (HD, 18:28): With the journey to Erebor complete, the behind-the-scenes cameras turn to location scouting for the mountainside staircase, designing and building the dwarven statues (via bigatures and other practical set pieces), the development of the moon light reveal and the hidden door, a visit from Smaug himself, and the disastrous devastation nearly unleashed by Graham McTavish.
  • Inside Information (HD, 26:12): Smaug wasn't just kept secret from the audience. The cast and crew weren't sure what he would look like either. Martin Freeman handles it like a pro, though, delivering take after take to... an empty room filled with treasure. The design of Smaug and his lair is covered at length as well, as is the construction of the Erebor interior, Jackson and Boyens' adaptation of one of the most beloved scenes from the book, the female dialect coach who stood in for Benedict Cumberbatch on set, blocking Bilbo's encounter with the dragon, and the pitfalls of CG coin simulations.
  • Down the Swift Dark Stream (HD, 15:42): On location along the Pelorus River, where Bilbo and the dwarves come ashore after their barrel ride and meet Bard. Surprisingly, this simple sequence quickly becomes a hilarious horror show, as Richard Armitage and his paddling cohorts battle ice-cold water in full costume and prosthetics.
  • Barrels Out of Bond (HD, 30:05): The complete barrel ride, in all its glory. From practical filming to digital effects, motion capture, water simulations, large scale sets and a 2nd unit shoot, the film's wild ride is pieced together, bit by watery bit.
  • A Chance Meeting (HD, 20:37): Plucked from Tolkien's Appendices, Desolation's opening scene was devised and shot only after the two-film project became a trilogy; a trilogy with a middle installment that demanded a compelling beginning the filmmakers had yet to conceive. And so Jackson and his team returned to Bree, a nostalgic trip home for those who worked on The Lord of the Rings.
  • Erebor Rekindled (HD, 27:59): Jackson and the filmmakers dream up a fresh third act after the Hobbit films became a trilogy; initially out of necessity, eventually out of enthusiasm. The final goal to show just how dangerous Smaug could be. Talk about the end result. An entirely different sequence -- one teeming with visual effects -- in which the dwarves harness their heritage, relight Erebor's forge, and go on the offensive.
  • Into the Fire (HD, 7:58): A glimpse into the near future and all that The Hobbit: The Battle of the Five Armies will offer audiences when it arrives in theaters this December.

• The Appendices Part 10: The Journey to Erebor (HD):
  • Summoning Smaug: Last of the Fire-Drakes (HD, 1:16:31): "There are certain characters in movies where you just have this understanding going in that, unless you get this right, you're actually jeopardizing the movie." This extensive overview of Smaug's development, design, animation, voice casting and performance is one of the more engrossing documentaries in the set, and leaves little to the imagination.
    
    • "The Last and First Dragon" (26:36) offers a history of dragons, Tolkien's fascination with the creatures, the good professor's creation of one of literature's most unforgettable villains, Smaug's influence on books and movies ever since, and the work of refining ideas to bring a living, breathing monster to the screen.
    • "Conversations with Smaug" (24:50) focuses on Benedict Cumberbatch's audition, casting, commitment to the role, approach to the character, motion capture and performance (one that's entertaining in its own right), and the challenge of visualizing a talking dragon and designing, modeling and finalizing a striking digital Smaug.
    • "Into the Dragon's Lair" (25:36) delves into Smaug's personality and expressiveness, comparisons between Tolkien and Jackson's dragon, Bilbo's incorporation into the sequence, the look of Smaug's fire breath and flame blasts, and combining Cumberbatch's performance with other elements to build the final digital creature.
  • The Peoples and Denizens of Middle-earth (HD, 1:11:48): A three-part documentary follows, one that pulls back the curtain on the development, design, casting, costuming and performances of the peoples and creatures introduced in The Desolation of Smaug.
    • "Beorn: The Shape-shifter" (25:08) spends a great deal of time with Beorn, whose screentime is much shorter than the featurette devoted to his creation. Jackson, conceptual designers John Howe and Alan Lee, author Tom Shippey and other key members of the production team discuss Tolkien's Beorn, his uniqueness in the mythology of "The Hobbit," the development of his look, prosthetics and costuming, the visual translation of his transformations, the design of the digital monster-bear, and Mikael Persbrandt's audition, casting, approach to the character, and performance.
    • "The Spawn of Ungoliant" (16:49) returns to the spiders of Mirkwood, but takes far more time exploring their use in the film, their ties to Shelob and the spiders in The Lord of the Rings, their design and the inspirations that led to their final look, their modeling and animation, and finally the vocalization of their language, the difficulty in creating their thin, creaking hiss-voices, and casting old friends from past Peter Jackson films as the spiders.
    • "The Men of Lake-town" (30:17) is the longest of the three "Peoples and Denizens" chapters, and for good reason. It has the most ground to cover. Infusing history, culture and mythology into every costume, profession and performance was no easy task, and the filmmakers didn't breeze through the process. A great amount of thought was invested in developing a convincing, lived-in, diverse Lake-town with more stories hinted at on screen than could ever possibly be told.
• Realms of the Third Age: From Beorn's House to Lake-town (HD, 1:34:07): Behind-the-scenes documentary, yet another wealth of thorough dissections of all things Middle-earth. Tracks the design, construction and functionality of the many, many sets featured throughout the film. "Realms" is broken into four parts:
  • "Beorn's House" (26:40)
  • "Mirkwood Forest" (17:00)
  • "The Woodland Realm" (21:05)
  • "Lake-town" (29:55)
    
• The Music of The Hobbit (HD, 1:00:54): Saga's music is given an amount of attention, from the composition of new themes to composer Howard Shore's creative process and inspirations, the orchestral recording sessions, and more. Talks Shore's process, his compositional nuances, and the evolution of the score explored in greater depth and detail, the manner in which Middle-earth's culture, history, mythos and visualization in the final film informed the music and each theme's personality is explored as fully and completely as any fan could hope for.
  
  • "Overture: Music of the Wilderland" (21:36)
  • "1st Movement: The World of Men" (20:25)
  • "2nd Movement: In the Halls of Erebor" (19:14)

After
bringing "The Lord of the Rings" to the screen, Oscar winners Peter
Jackson and Fran Walsh once again, return to Middle Earth where the
dwarves, along with Bilbo Baggins and Gandalf the Grey, continue their
quest to reclaim Erebor, their homeland, from Smaug.