The story picks up with Bilbo, the dwarves, and Gandalf (Ian McKellen) trying to evade the still - pursuing orcs by seeking shelter with a «skin - changer» named Beorn (Mikael Persbrandt), who changes forms between a giant bear and a slightly
less hairy man, and eventually fleeing into a dangerous forest, where the air causes hallucinations, big spiders ensnare trespassers, and elves aren't too happy with unexpected company.