J.R.R. Tolkien's magical world of Middle-earth is back on the big screen with The Hobbit: The Desolation of Smaug, and audiences will find some familiar faces among the characters in Peter Jackson's Lord of the Rings prequel. Of course, there will still be a great many surprises – not the least of which is the long list of creatures the movie will introduce for the first time or take in a whole new direction.

By Rick Marshall

Bilbo Baggins

The Baggins were once one of the wealthiest and most respected families in The Shire, but Bilbo's adventure with the dwarves (which unfolds in The Hobbit, as he's enlisted to retrieve something valuable to the dwarves) resulted in him leading a solitary life after his return home. Ostracized by much of his family, Bilbo adopted his cousin's son, Frodo, when the child's parents were killed in a boating accident.

Thorin Oakenshield

The king of the dwarves is often called greedy, and in fact his primary objective in Desolation of Smaug is to reclaim his people's home in Lonely Mountain...which holds untold amounts of gold in its depths. Unfortunately, it also holds a giant dragon named Smaug.

Men/Bard

While the race of men are often relegated to the background in stories of Middle-earth's greatest adventures, they have helped to shape events in both The Hobbit and The Lord of the Rings. During Bilbo's adventure, the residents of Lake-town (particularly Bard, known for being somewhat of a troublemaker) play a major role in the dwarves' quest to return their former home to its ancient glory.

Dragons/Smaug

Once the scourge of Middle-earth, there are few dragons left alive in the world at the time of The Hobbit. One of the only remaining dragons, Smaug (voiced by Benedict Cumberbatch), takes up residence in the dwarven kingdom of Lonely Mountain – but only after incinerating both the human village outside the mountain and many of the dwarves. Smaug is a clever beast prone to flattery whose mind is as dangerous as his fiery breath.

Shape-Shifters/Beorn

One of the most mysterious characters in Tolkien's The Hobbitis a shape-shifter who goes by the name of Beorn. Able to transform from man to bear, among other things, Beorn is the last of his kind in Middle-earth, and as a key player sets things in motion for Bilbo and the dwarves.

The Necromancer

Before his evil was known across Middle-earth, Sauron made his presence felt in a small region near Mirkwood Forest, where he first asserted his terrifying power in corrupting the forest and surrounding area. Initially known as The Necromancer, his influence would begin to attract the attention of Middle-earth's guardians during The Hobbit, and eventually manifest in The Lord of the Rings.

Orcs

The monstrous villains of The Lord of the Rings continue to torment Bilbo and the dwarves under the direction of the Necromancer along their journey to Lonely Mountain, and chief among the group's deadly pursuers is Azog, a massive, pale-skinned orc who has vowed to kill Thorin Oakenshield.

Spiders

The massive spider Shelob seen in The Lord of the Rings isn't the only oversized arachnid in Middle-earth . As Bilbo and the dwarves learn in one terrifying scene, Mirkwood Forest is filled with MANY giant web-spinning beasts, and they cause havoc for the group along the way to Lonely Mountain.

Wizards

Gandalf the Grey returns to help Bilbo and co. on their journey, but The Hobbit will introduce audiences to yet another wizard who roams Middle-earth: Radagast the Brown. The eccentric wizard is a friend to the flora and fauna of the world, and though little is known about him or his earlier days, his actions have played a big role (both directly and indirectly) in the events of Tolkien's saga.

Thranduil

Among Frodo's protectors in The Lord of the Rings is the elf Legolas, who is both a skilled warrior and a prince of the Mirkwood elves. Legolas' father, Thranduil, is a prominent character in The Hobbit, and Legolas is expected to play a role in Bilbo's adventure, too.

The Elves

There are several branches of elven families spread throughout Middle-earth , but some of the most prominent are based in the kingdoms of Mirkwood, Rivendell, and Lothlorien. It's the Mirkwood elves, Legolas and the expert warrior Tauriel that play key roles in The Hobbit, though.

Dwarves

In The Hobbit, a group of 13 dwarves recruit Bilbo Baggins on a quest to kill the dragon Smaug and return to their former home in Lonely Mountain. Among the group is Gloin, a hardened warrior who's also the father of Gimli, one of Frodo's protectors in The Lord of the Rings. Gloin's brother Oin is part of group, too.

Balin and Dwalin

The brothers Balin and Dwalin also have some connection to The Lord of the Rings, as Balin attempted to rekindle a dwarven kingdom in the Mines of Moria following his adventures with Frodo. He was joined by dwarves Oin and Ori, but as we learned in The Fellowship of the Ring, their efforts accidentally released the Balrog from the depths of the mine, sealing their fates. It's Balin's tomb that the party discovers in Moria during the 2001 film.

Stone Giants

The stone giants of the Misty Mountains are a mysterious race of creatures who delight in tossing massive boulders at each other and making the journey across the mountains even more dangerous. Little is known about their motivations or the role they play in the greater events shaping Middle-earth, but as Bilbo and the dwarves learn, they're a force to be reckoned with.

Goblins

A close relative of the orcs, goblins tend to prefer the dark and make their homes deep underground and in the mountains of Middle-earth, often invading dwarven outposts and taking them as their own. The ugly, misshapen goblins are led by “Great Goblins,” and are a common enemy to men, elves, dwarves, and nearly every other race of Middle-earth inhabitants.

Trolls

Massive beasts with limited intelligence, trolls are a brutish race of Middle-earth that only care about their next meal and the occasional bout of devastating violence. Their greatest weakness is direct sunlight, which turns them to stone in a flash.

Wargs

Wargs are oversized wolves that prey on the inhabitants of Middle-earth and often serve the goblins and orcs as war allies, transporting them into battle and tearing through their enemies. They hunt in packs and are one of the many threats faced by Bilbo and the dwarves during their journey.

Eagles

Not your everyday birds of prey, the eagles of Middle-earth are massive, intelligent creatures with their own kingdom and dominion over the sky. In The Lord of the Rings, one of the eagles rescued Gandalf from Saruman's tower, and they play an even greater role in The Hobbit, offering a wing and a talon when they're needed most and assisting Bilbo and the dwarves at a crucial moment in their journey.

Now check out our Guide to Middle-earth