On Your Turn: BOARD 3. On Your Turn: BOARD 4

On Y o u r T u r n: B O AR D 3 1. Draw an Event card. 2. Roll the four white dice 3. Allocate your dice 4. Re-roll the dice you didn’t allocate 5. A...
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On Y o u r T u r n: B O AR D 3

1. Draw an Event card. 2. Roll the four white dice 3. Allocate your dice 4. Re-roll the dice you didn’t allocate 5. Allocate your re-rolled dice 6. Last chance to use Company and Resource tiles 7. Finish your turn

If a player fails to place a Quill token during his or her turn, reveal and discard the leftmost Resource at the bottom of the current board. If all of the Resources at the bottom of the board are lost, The Company has failed in its quest and the game is over.

On Y o u r T u r n: B O AR D 4

1. Move the Dragon Pawn one space to the right 2. Draw an Event card 3. Draw a Company tile from the face-down stack 4. Roll the four white dice 5. Allocate your dice 6. Re-roll the dice you didn’t allocate 7. Allocate your re-rolled dice 8. Last chance to use Company and Resources tiles 9. Finish your turn

If a player fails to place a Quill token during his or her turn, move the Dragon Pawn one space to the right. If there is no space for the Dragon Pawn to move into, The Company has failed in its quest and the game is over.

©2013 Cryptozoic Entertainment. 25351 Commercentre Drive, Suite 250, Lake Forest, CA 92630. All rights reserved. www.cryptozoic.com © Warner Bros. Entertainment Inc. All rights reserved. THE HOBBIT: AN UNEXPECTED JOURNEY, THE HOBBIT: THE DESOLATION OF SMAUG and the names of the characters, items, events and places therein are trademarks of The Saul Zaentz Company d/b/a Middle-earth Enterprises under license to New Line Productions, Inc. (s13)

Welcome to the exciting adventures of Bilbo Baggins™ and the 13 Dwarves as they travel across Middle-earth™ on a quest to Lonely Mountain! Your game captures the thrilling movie exploits of The Hobbit: The Desolation of Smaug. You do not need to own The Hobbit: An Unexpected Journey™ to play this game. But if you do, you can continue the adventure you started!

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(One additional Hobbit game from Cryptozoic Entertainment will follow. For the ultimate experience, all three may be combined to duplicate the epic sweep of the film trilogy.)

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Now, time to get started!

Gam e C o m p on en t s

1 Double-Sided Game Board 1 Resource Board 14 Company Tiles 10 Resource Tiles 36 Event Cards 1 Rulebook



15 Quill Tokens 2 Treasure Tokens 4 White Dice 2 Golden Dice 1 Dice Bag 4 Victory Point Markers 1 Dragon Pawn

Gam e S e t -U p STEP 1





Set up the play area with the Game and Resource Boards:



Board 3—Mirkwood Forest Board 4—Lake-town & Lonely Mountain



The game begins with Board 3 face up in the middle of the play area. Place the Resource Board above the main board.

STEP 2

Collect the Resource tiles marked “Starting Resources” on the back. Place them face up onto the Resource Board, each one into an empty slot. If you are continuing your adventure from Board 2 of The Hobbit: An Unexpected Journey™, you do not receive these Starting Resources. The Resource tiles marked “Board 3 Resources” are shuffled and placed face down on the bottom of the Mirkwood Forest board, one per slot.

STEP 3

Place the Elven Ring Treasure token into the circular slot on the upper right side of the board.

STEP 4

Place the Quill tokens and dice next to the board.

STEP 5

Shuffle the 16 Green Board 3 Event cards and place them face down near the main board.

STEP 6

Shuffle the 14 Company tiles. Place the top two tiles face up next to the main board. If either of them is Bilbo Baggins, place a 3rd tile next to the board, then shuffle Bilbo Baggins back in with the other 11. This creates a pool of adventurers next to the board that are not currently available to use. However, you may be able to retrieve them from the pool later on.

STEP 7

Set all other components aside.

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Bombur's immense size and voracious appetite causes frequent problems – and laughter – for himself and The Traveling Party.

As the strong, fearless fighter and respected leader of The Company of Dwarves, Thorin is determined to reclaim his homeland.

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You’re just about set now! Deal the 12 Company tiles face down to the players. In a 3 or 4 player game, distribute all of the remaining tiles evenly to the players. In a 2-player game, add two additional Company tiles to the pool next to the board before dealing five Company tiles to each player. (More on single-player game setup later.)

Players then flip their Company tiles face up to allow for co-operative planning.

objecti ve In this co-operative board game, players work together in order to succeed. The action takes place across two different adventure boards that describe different parts of The Company’s journey. Each board has multiple Challenges on it. These are broken up into Running, Diplomacy, and Fighting. When you complete a Challenge, you place a Quill token on it, as that Challenge has been completed. Once all the Challenges on a board have been completed, the game advances to the next adventure and to a new board. But beware! The journey is long and dangerous. If you don’t use your Company and Resource tiles wisely, you may not make it to the end. And if The Company completes all of the Challenges on Board 4 before time or your luck runs out, you have completed the journey and won the game. Players win or lose as a group.

th e di ce All four white dice are the same. Players get to roll these dice without needing the aid of any tiles or Resources. The golden dice are powerful and only certain Company tiles will allow you to roll them. Only the regular golden die is used during Board 3. Both golden dice may be utilized during Board 4. Three different Actions (symbols) are found on the dice: Regular

RUNNING

DIPLOMACY

FIGHTING

Board 4 Only

The more Actions you roll the better. The key is rolling the Actions you need when you need them. On the boards, you will find many Challenges with one or more Actions on them. In order to complete a Challenge, you must roll the Actions needed for that Challenge. 2

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Running Challenges found at the top of each board need the most . Each board’s row of Running Challenges must be completed in order from left to right. These Challenges follow the progress of The Company in the story, so you can’t just jump ahead.

The player who was dealt the Bilbo Baggins tile gets to go first. There is a reminder of this privilege in the upper right corner of his card.

Example: On Board 3, the first Running Challenge is: “CROSS THE RIVER INTO MIRKWOOD.” Since it is the leftmost Challenge of the Running Challenges, it is the first one you must complete before anyone may move on to the next Running Challenge. In order to complete the Challenge you will need to roll three .

1. At the start of each player’s turn, he or she draws an Event card.

If the card does not have the word INSTANT at the bottom of the card, add it to the current board (next to the pre-printed Challenges). Some Event cards replace Challenges already on the current board. See page 5 for more on Event cards.

2. Roll the four white dice

You do not choose a Challenge prior to rolling your dice. Roll the dice first, then see which Challenge(s) you are best suited to complete. There are some Company tiles you might want to use before rolling. (More on those later.)

3. Allocate your dice

Diplomacy Challenges require the most . Diplomacy Challenges may be completed in any order. There is no requirement to complete any Running Challenges before attempting these.

This is an optional step, but one that you will likely want to use after rolling your dice. Typically, you will roll most of the Actions needed to complete a Challenge, but not always. You want to save the dice that have the Actions you want. You need not save any of the dice you roll. To allocate one or more dice to a Challenge, simply place the dice you wish to save onto a Challenge space that you seek to complete. You may allocate dice to any number of Challenge spaces. The Actions on a single die cannot be split between two different Challenges. These dice are frozen for the remainder of your turn on the side that you rolled. Save these dice by placing them onto a Challenge space.

4. Re-roll the dice you didn’t allocate

Fighting Challenges require the most . Fighting Challenges may be completed in any order. There is no requirement to complete any Running Challenges or Diplomacy Challenges before attempting these.

This is another optional step. After your initial roll, you receive one “free” re-roll without need of using a Company tile or Resource. (More on how to use those below.) If you rolled a golden die, you may also re-roll it at this time.

Re-roll these two dice and hope to roll another 3

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5. Allocate your re-rolled dice

The re-rolled dice may or may not help complete a Challenge you have already allocated dice to. You’re not required to complete the Challenge to which you have allocated dice, but any dice on that space are lost for the turn. The dice you allocated prior to the re-roll can’t be moved. You may also allocate re-rolled dice to a new Challenge (or the Treasure) if you have no hope of completing one to which you already allocated dice.

Company company Ti tiles les The Company tiles you have may be used during your turn, unless an INSTANT Event says otherwise. Other players may also lend a hand during your turn. Any Company tile with a Helping Hand underneath some or all of the icons depicted may also be used during another player’s turn.

In the example on page 4, if you allocated 2 Running Actions to “CROSS THE RIVER INTO MIRKWOOD,” but then your re-rolled dice ended up with four Fighting Actions, you may allocate the re-rolled dice to “DEFEND AGAINST THE SPIDER ATTACK” and leave the Running Challenge incomplete.

To use a Company tile, whether it is your turn or not, simply announce to other players that you want to use the tile. When a Company tile is used, it is turned sideways. Any number of Company tiles may be used during a turn. At the end of a player’s turn, all sideways Company tiles are placed face up next to the board in the pool of tiles.

6. Last chance to use Company and Resource tiles

Some Challenges might allow you to retrieve a Company tile from the pool next the board. Tiles being used during the current turn may not be retrieved. They are not placed into the pool until the turn is over.

After your re-rolls, if you still need other Actions to complete a Challenge, other ways exist to get the Actions you need. This is your last chance to play Company and/or Resource tiles. Some of your dice may not be needed. Those dice may remain unallocated at the end of your turn.

7. Finish your turn

Place a Quill token on each Challenge you complete. You may complete more than one Challenge each turn. If you fail to add a Quill token to the board during your turn, reveal and discard the leftmost Resource at the bottom of the board. That Resource is now lost for the game. Losing a Resource this way reduces your total possible score and you forfeit that Resource’s ability for the game.

Bilbo Baggins Bilbo Baggins has the ability to perform any one of the three Actions when this tile is played during your turn. He can’t help other players. When you play Bilbo Baggins, you must choose only one of the three Actions shown.

Thorin Oakenshield™, Nori, Dori, Ori, & Óin These are the only Company tiles that must be used at the start of a player’s turn before any dice are rolled. Using one of these Dwarves grants you the powerful golden die. Thorin, since the Helping Hand appears under his golden die, has the added benefit that his tile may be used during another player’s turn to grant that player the golden die.

Pass the four white dice to the player on your left when your turn has completed.

As the strong, fearless fighter and respected leader of The Company of Dwarves, Thorin is determined to reclaim his homeland.

e vent car d s When a player begins a turn, he or she draws the top card of the Event deck. If the word INSTANT is not at the bottom of the card, add it to the current board. You may complete these added Challenges at any time and in any order. The presence of a Running Action on a new Challenge does not mean you add it to the top row of the current board. Some Event cards replace Challenges already on the current board. When the word UPGRADE appears, that Event card is placed on top of the Challenge space of the same name. That Challenge will be harder than before. The requirements to complete it have been “Upgraded.” If that Challenge has already been completed and has a Quill token on it, the UPGRADE Event card is ignored and discarded. You don’t draw a replacement card. If the Event card has the word INSTANT at the bottom, it is not added to the board. This is a stumbling block you must deal with during your turn. (See the Icon Cheat Sheets on what INSTANT Events do. Some require Actions; some deprive you of assets.) At the end of your turn, discard the INSTANT Event card you drew. You do not place Quill tokens on completed Instant Events. NOTE: If at the start of your turn no Event cards remain in the Event deck, reveal and discard the leftmost Resource at the bottom of the board. Running out of Event cards means you are out of time and things are going from bad to worse!

When the Wizard Gandalf™ and 13 Dwarves unexpectedly appear on Bilbo's doorstep and invite him to join them on a dangerous adventure, Bilbo's life changes forever.

After using one of these tiles, add the golden die to the four white dice and roll them all at once.

CAPT URE THE HEAR T OF TAUR IEL ™ CAPT URE THE HEAR T OF TAUR IEL ™

Bofur, Bifur, & Bombur

CAPT URE THE HEAR T OF TAUR IEL ™

Playing one of these Dwarves allows you to make an additional re-roll of any number of your unallocated dice. It includes the golden die if a Company tile was played that granted you that die. If used during another player’s turn, that player may re-roll any two of his unallocated white dice.

CAPT URE THE HEAR T OF TAUR IEL ™

Endearing and likeable, Bofur has a disastrous tendency to state the obvious and blurt out things without thinking.

Balin, Dwalin, & Glóin

Proud, brave and one of the tallest of the Dwarves, Dwalin will bow to none but those who have earned his respect.

These Dwarves grant extra Actions: Two Actions during your own turn and one Action if you are lending a Helping Hand during another player’s turn. These Actions must be allocated just like the dice, so they can’t be split up between two different Challenges.

Kíli Using the Kíli tile allows you to turn any one white die to the side of your choice. You may even choose a die that has already been allocated to a Challenge space, but you can’t move it. As there is no hand under the icon, this may only be used during your own turn. Kili is a skilled fighter and expert archer, having been trained with weapons from an early age. As one of the youngest in The Company of Dwarves, Kili is determined to make his mark and prove his worth.

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Fíli Using the Fíli tile allows you to double all of the Actions on any one of your white dice whether allocated or not. As there is no hand under the icon, this may only be used during your own turn.

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Along with his brother Kili, Fili is one of the youngest in The Company of Dwarves. A skilled fighter, Fili sets off on the adventure ahead with little idea of the challenges and dangers that lie before him.

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At the start of the game, there are four Resources available to the players. The starting four read “Starting Resource” on the back of the tiles. They are immediately usable to help you out during the Board 3 adventures.

This is a co-operative game, so you win or lose the game as a group. Victory Point Value

Resources have a variety of powerful effects, but each one may be used only once per game. To use a Resource, simply remove it from the Resource Board. Any Resource tiles that grant you Actions must be allocated just like dice. You can’t split up the Actions between different Challenge spaces. Any number of Resource tiles may be used during a turn.

GANDALF ™

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During any player’s turn, all players are free to discuss strategy. You may ask for advice before using your Company tiles, but they are ultimately your tiles. Use them however and whenever you wish. However, Resource tiles are shared by all players. The group should arrive at a consensus before using one. For an added level of secrecy and difficulty, players may collectively decide before the game starts to keep the Company tiles face down. Keep the Company tiles in the pool next to the board face down as well. Re-deal all tiles if no one draws Bilbo Baggins to start a round. When a Company tile is regained from the pool (by completing a Challenge or Treasure that grants a tile), shuffle the available tiles in the pool face down. Take one tile at random and without showing it to the other players.

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Using a Resource reduces your total possible score, but sometimes you will find it necessary to avoid a larger punishment. For example, if you fail to add a Quill token to the board during your turn, you lose a Resource that would have helped out on the next board. You lose a powerful card and the victory points from that card. Better to use a Resource and place a Quill than lose a Resource and fail to advance the progress of The Company.

solo Solo play Play You may also play the game in solitaire mode. Some changes from the multiplayer game:

See the Icon Cheat Sheets for information on what each Resource does.

• Shuffle the 14 Company tiles. Place six of them into a face-up pool next to the board before dealing the remaining eight to yourself. Bilbo Baggins may end up in the pool of six at the start of game during solitaire mode.

nex t Nex t b Bo oa ar rd d r Res esou our rc ces es During Board 3 play, the “Board 3 Resource” tiles are shuffled and then placed face down on the bottom of Board 3. These Resources are not able to be used during the current board. When Board 3 is completed, each Resource remaining at the bottom of the board is added to the Resource Board. Each Resource now on the Resource Board may then be used during the next board’s adventures.

• In a solitaire game, you always gain the full benefit of your Company tiles.

fi ni i ng boardd 3 Fi ni shsh i ng a Boar The Company finishes Board 3 when all of the Challenge spaces and Events that were added on the current board are completed and have a Quill token on them. You do not have to earn the board’s Treasure token to complete the board. When the board is finished:

If a player fails to place a Quill token during his turn, reveal and discard the leftmost Resource at the bottom of the current board. That Resource is now lost to the players. So not only do you lose the functionality of that Resource, you also lose those potential victory points. The desire to place a Quill token during each turn is one of the main “motivators” of the game. If all of the Resources at the bottom of the board have been discarded, The Company has failed in its quest and the game is over. No score is tallied, as the players have lost the game.

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If this last Resource is lost, the game is over!

If things are going well, you might have the time and ability to search for Treasure. Treasure tokens are bonus points that The Company can earn.

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NOTE: Earning the Treasure does not count as placing a Quill, as no Quill is placed on it. 7

• Take all of the remaining Resource tiles from the bottom of the completed board and add them to the Resource Board (face up). • Remove all Quill tokens from the board and return them to the pool. • Remove each of the completed board’s Event cards from the game. • Remove the Treasure token from the game if it wasn’t earned. • Flip Board 3 over to reveal Board 4. • Place the alternate golden die next to the board. It may be utilized during Board 4. • Place the Arkenstone™ Treasure token on the board. • Shuffle the 20-card Board 4 Event deck and place it face down near the board. There are more cards in this Event deck than the previous ones, so you have more time to complete the Challenges. • Place the Dragon Pawn into the left-most space on the Dragon Track at the bottom of Board 4. • Give the Bilbo Baggins tile to the player who would have acted next in the sequence of play. That player will go first on Board 4. • Collect the remaining Company tiles, shuffle them, and place the stack of tiles face down next to the board.

Onng Your Boa rd 4 Endi TH ETur th en:Game

tr Tr e as u re

Finding a Treasure token requires the allocation of dice and possibly Resources or Company tiles. Once completed, a Quill is not added to the token. Instead, the Treasure token is removed from the main board and placed on the Resource Board. Those victory points are then added to The Company’s score at the end of the game. You will also gain Company tiles from the pool as soon as you gain a Treasure token. Treasure tokens have no further use during the game.





1. Move the Dragon Pawn one space to the right 2. Draw an Event card 3. Draw a Company tile from the face-down stack 4. Roll the four white dice 5. Allocate your dice 6. Re-roll the dice you didn’t allocate 7. Allocate your re-rolled dice 8. Last chance to use Company and Resources tiles 9. Finish your turn

If a player fails to place a Quill token during his or her turn, move the Dragon Pawn one space to the right. If there is no space for the Dragon Pawn to move into, The Company has failed in its quest and the game is over. 8



Board 4 Overview

Can You do Do better Betternext Nex ttime? T i m e? can you Whenever you play the game, record the date, the names of the players, the difficulty level of the game, and your score. Keep that information in the box for easy reference.

The Dragon Track

There are 5 Levels of play: Levels 0, 2, 4, 6, and 8.

When you begin your turn, you must move the Dragon Pawn one space to the right, toward the blank space on the end. If the pawn is in that end space and moves to the right again, The Company has failed in their quest and the game is over.

When you have scored 20 points playing the Basic Game (Level 0), you are ready for a Level 2 Game. When starting a Level 2 Game, shuffle the Event deck and draw until you have placed two Challenges and/or Upgrades on the Mirkwood Forest board. Shuffle the remaining Event cards. You will repeat this procedure for each subsequent board as well using their respective Event decks. Not only does this add extra Challenges to the board, but it also decreases the number of cards in the Event deck. That means you have less time to finish each board before its Event deck runs out and you start losing Resources or see Smaug complete his attack.

If the Dragon Pawn moves to the right again, the game is over! However, you can fight back against Smaug by spending Actions in the space or spaces immediately to the left of the Dragon Pawn. You may fight back multiple times during the same turn, but you cannot skip any spaces. Actions must be allocated to the Dragon Track spaces in the same way they are allocated to Challenges. For each space to the immediate left of the Dragon Pawn (where you have met the Action requirements), the Dragon Pawn moves backward (left) one space.

• To reach Level 2, you must score 20 points in a Level 0 Game. Add 2 non-INSTANT Event cards to each board in a Level 2 game. • To reach Level 4, you must score 15 points in a Level 2 Game. Add 4 non-INSTANT Event cards to each board in a Level 4 game.

Example: The Dragon Pawn sits in the VP 5 space. During a player’s turn, he places 2 Fighting Actions in the space to the Pawn’s left, and 2 Running Actions in the space to the left of that. During the “Finish Your Turn” step of the turn sequence, the player will move the Dragon Pawn two spaces to the left.

• To reach Level 6, you must score 10 points in a Level 4 Game. Add 6 non-INSTANT Event cards to each board in a Level 6 game.

Note that moving the Dragon Pawn to the left does not place a Quill on the board. If you fail to place a Quill on the board, you must move the Dragon Pawn one space to the right. Unlike previous boards, there are no Resources to lose.

• To reach Level 8, you must score 5 points in a Level 6 game. Add 8 non-INSTANT Event cards to each board in a Level 8 game. If you can win a Level 8 game by scoring even a single point, you clearly have the luck and wits of Bilbo Baggins himself as this is a near-impossible feat!

Victory Point Markers

Eight spaces comprise the Dragon Track. The further Smaug moves down the track, the more damage he inflicts on Lake-town, resulting in fewer bonus Victory Points for The Company. If you complete the LAST Challenge with the Dragon Pawn on the 5 Victory Point space, you have scored 5 bonus VPs. Grab the 3 and the 2 VP Markers and place them on the Resource Board.

C R E D iI t T sS cred

Company Tiles

At the start of this board, the Dwarves are still riding in barrels down the river. When beginning a player’s turn, a new Dwarf emerges from the water to aid The Company. Once the face-down stack of Company tiles has run out, you do not continue to make this free draw. During this board, if you earn the reward of recovering one or more members of The Company ( ), you may take a face-up Company tile (one that has already been used this board), or one from the stack of face-down barrelriders.

The Golden Dice

When you use a Company tile granting you the roll of a golden die during Board 4, you may choose to roll either version. If you use two Company tiles that each grant you the golden die in the same turn, you will roll both of the golden dice! Note that any Company tiles or Resources that allow the handling of a golden die will allow you to manipulate both dice when you have rolled both of them.

e ndin g T H E t gh am E e eG a m e On Board 4, the rightmost Challenge is called KILL THE DRAGON and it has the word LAST printed on it. All other Challenges must be completed before you attempt KILL THE DRAGON. A player can’t complete another Challenge and the LAST Challenge in the same turn. When the LAST Challenge of the last board is completed, the game is over and The Company has won the game! *Note when the last expansion is released, you will move on to Board 5. Check the location of the Dragon Pawn on the Dragon Track. You earn Victory Points equal to the value listed on that space of the track. Place VP markers equal to that amount onto the Resource Board. Add up all of the victory point values on the Treasures earned, the victory point markers earned, and unused Resources on the Resource Board. The total value of all of these items is The Company’s total score for the game. 9



Game Design Reiner Knizia

President & CCO CEO COO SVP Sales & Business Development



Cory Jones John Nee Scott Gaeta John Sepenuk

Game Development Sebastian Bleasdale, Kevin Jacklin, Simon Kane Cryptozoic Entertainment Art Management George Nadeau Editing Scott Thomas Director of Operations Leisha Cummins Brand Management Adam Sblendorio

Game Design & Development

Matt Hyra (Lead), Phil Cape, Dan Clark, Matt Dunn, Kevin Jordan, Erik Larsen, Ben Stoll, Drew Walker, Chris Woods Graphic Design Larry Renac (Lead), Nancy Valdez, John Vineyard





Business Coordinator Rumi Asai Office Manager Vanessa Jimenez



Marketing and Community Javier Casillas, Sarah Erickson, Drew Korfe, Mike Rosenberg

Playtesters Ian Adams, Chris Bowyer, John Christian, Drak, Gavin Hamilton, Ross Inglis, Chris Lawson, Dave Spring and many others!

Cryptozoic Special Thanks William Brinkman, Miranda Charsky, Matt Geddes, Kyle Heuer, Matt Hoffman, Michael Kirchhoff, Lacy Lodes, Matthias Nagy, Jon Nee, Rachel Valverde, Lisa Villaire, MaryCarmen Wilber



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