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A silly reference where a dwarf asks a elf woman if she wants to search his trousers.

At around 13-15 minutes into the movie, we see the outline of a human man without clothes. It is dark so you cannot really see but can see the outline of his bare buttocks.

In one scene Tauril is standing next to an elk, which is ripped apart. Much blood on the stones also pretty gory, but only shown briefly for 2 seconds

PG-13 violence type: blood and gore.

Contains moderate fantasy violence

Battles between Azog's pursuing troops result in the deaths of dozens of orcs. They're frequently decapitated (generally by elven blades) and shot with arrows. We see the arrows penetrate skulls, and one particularly potent shaft skewers two orcs at once. Sword and knife fights fell still more.

One particularly wince-inducing scene involves Thranduil swiftly and unexpectedly cutting off an orc's head right after promising to spare the creature. One of the fights between orcs, dwarves and elves takes place in Bard's home, where his two adolescent girls witness the hideous attackers being killed.

The company's encounter with the giant spiders of Mirkwood has the multi-fanged creatures lunging and gnashing at their prey. We hear spiders talking about how "fat and juicy" their dwarven meals will be. But Bilbo dispatches several with his short sword, now dubbed Sting. And the dwarves each grab a leg of one spider and pull, yanking its limbs off.

We see the side of Thranduil's face burn away and regenerate. After getting shot with an arrow, Kili has to break it off, leaving part of it in his body. (Later we see a bloody, infected wound.) Kili also tumbles down a flight of stairs. There's talk of slavery, torture and the thirst for blood.

Thorin brags that he told Thranduil he could "go (unspellable dwarvish word) himself, him and all his kin."

Contains smoking scenes and brief references to alcohol

Several characters smoke pipes, and folks are shown drinking ale at the Prancing Pony. Thranduil's wood elves make wine that they send down the river; a couple of them seem to have consumed too much of it, and they're shown passed out with their heads on a table. The master of Lake Town asks for a brandy.

The film is intended for people 13 over due to violence.

The Necromancer can be frightening to some viewers.

Contains frequent fantasy-horror images, intense fight scenes and threat

The movie itself is much darker than the previous part of the series. Many grave and psychodelic scenes, that may upset viewers.

Smaug is frightening and can scare some viewers.

Smaug tries to eat Bilbo and Thorin.

The giant spiders might be very frightening, especially for viewers with arachnophobia.

A dragon blows fire into the screen, what can make viewers "jump".

Orcs' appearances are scary, but not more frightening than they are in other LOTR or Hobbit movies.

When Beorn is turned into a bear, he can be quite scary for younger viewers. The wargs are also quite frightening.