A year ago, Peter Jackson unveiled the first installment of his "Hobbit" trilogy to mixed reviews. Major complaints about the film focused on the pacing of the film which seemed slow and overindulgent as well as the lack of character development. Some critics even drew comparisons with the maligned prequel "Star Wars" movies. "The Desolation of Smaug," the second film in the new trilogy, has the huge burden of proving the naysayers wrong and showing that Jackson still has the ability to capture the magic of his classic "Lord of the Rings" trilogy. More importantly, the film's major task is to prove that this prequel trilogy will not follow in the steps of "Star Wars."

When we left Bilbo and the dwarfs in the first film, they had been rescued by eagles from an orc attack; Bilbo had also acquired the fateful ring from Gollum. In this new installment, the company is faced with traveling through a dark forest, a community of elves and a lake town to reach their ultimate destination: the lonely mountain.

Unlike the opening film, which spent too much time with dwarf silliness in hopes of establishing characters (and ultimately failing to do so satisfactorily), "The Desolation of Smaug" cuts to the chase rather quickly. Actually, let me take that statement back. The opening scene of the film actually showcases Thorin Oakenshield, the king of the dwarves, enter into a murky tavern on a rainy day. He realizes that he is being watched but is ultimately saved by a "chance" meeting with Gandalf. The time period of this scene seems a bit strange early on until Gandalf confirms that this is the first time these characters are ever meeting and also reveals how Thorin wound up undertaking his journey. Immediately after, the film flashes forward six months and picks up where the last film left off. It is certainly a bit of a jarring scene but it does hint at a few plot details that while unresolved in this film, will likely meet their conclusion in the trilogy's final act.

Warner Bros.

After this strange beginning, the film moves forward at a relentless pace with the characters constantly running from orcs or escaping from elves. The expository dialogue is still in abundance (as it was in the original Lord of the Rings) but it is better integrated into the narrative thrust than it was in the first "Hobbit" film. Jackson has also toned down the childish attempts at humor from the opening film in favor of more mature concentration on character. In the first film, the dwarf company was mainly utilized to create slapstick humors that usually came off as flat and rarely developed any of the individual dwarves. In this film Kili gets a love story and is at the center of one major story arc, Balin starts to assert himself as a leader and a few other dwarves have strong character moments that differentiate them from the pack. Bard the Bowman is also a solid introduction to the franchise and serves as the Aragorn of this trilogy with a story arc that plays on the idea of redemption for mistakes of past kin. The two major elves in the story, Legolas and Tauriel, also get some substantial development while Thorin's character continues to become an imposing figure. However, the character that manages to steal the show from the remainder of the cast is Smaug the dragon.

Smaug is a paragon of CGI bravura in all his grandeur and detail. Throw in Benedict Cumberbatch's pitch perfect delivery and you have arguably the finest creation in the entire franchise next to Andy Serkis' Gollum. The best sequence of the first "Hobbit" film was the riddle scene between Bilbo and Gollum; the confrontation between Bilbo and Smaug is easily the strongest part of "The Desolation of Smaug" and the ensuing action sequences are among the strongest in the entire series.

Despite being a substantial improvement over the previous film, "The Desolation of Smaug" does have its shortcomings. The central figure of Bilbo plays a major part in every twist and turn in the film, but it almost feels like he has stopped developing as a character. In the opening film, he was a coward that slowly gained courage. In this film, he is not only filled with courage but is also the only one able to figure out a solution to every riddle and problem. The vulnerability of the character, which was often veiled with sarcasm, is completely gone in this film, making the stakes slightly less palpable. There are two moments in which Bilbo struggles with the effects of the ring (the first one is particularly chilling in its execution), but they feel few and far between in the enormity of the film. The character of Gandalf, who is so central to the franchise, also gets the short-end in this film as his main task is to be the plot device that develops the Necromancer subplot.

This brings us to the next problem. The pacing problems in the first film were the result of squeezing in more subplots than the original book had and expanding on the actual original source material to fit it into three films. One of the added subplots was the Necromancer plot which shows (SPOILER ALERT!!!) the regeneration of Sauron. This subplot was rather lacking in the opening film and still feels like an afterthought in this one; it feels like it is being forced into the new trilogies for the sole purpose of reminding us about the "Lord of the Rings" trilogy.

Warner Bros

Most of the action sequences are flawless in their execution, but the barrel escape is unfortunately not one of them. There is one particular shot in which Jackson decides to indulge his cartoony sensibilities and tracks behind a rolling barrel that just happens to destroy everything in its path. The shot takes away from the darker tone of most of the film and the CGI effect comes off as unfinished and sloppy in the context; it almost feels like watching a video game with poor graphics. The entire tone of this sequence has a rather dark feel to it in some instances but is overshadowed by the hokey and nonsensical moments at other points.

More than a few will surely complain about the cliffhanger ending. While three other films from this franchise have left with "cliffhangers," there was always a sense of arrival in each one. At the end of "Fellowship of the Ring," the main characters split up and set off on their separate paths. At the end of "The Two Towers," two major battles have come to a conclusion, giving the viewer a sense of closure and an opportunity to prepare for the long haul that is the third film. "An Unexpected Journey" also felt like it had a sense of an arrival as Thorin came to appreciate Bilbo. This film has none of those. It ends with an inconclusive battle that is obviously going to kick off the next film; there is also a major character whose life hangs in the balance. While these cliffhangers undoubtedly leave the viewer wanting more, they are a bit jarring and feel out of context with the remainder of the films in the franchise.

Howard Shore's score is serviceable, but it is a bit shocking to think that this is the same composer that created the glorious music for the first franchise. Like the opening "Hobbit" movie, the score in this one is decent but hardly memorable. The opening cue of the entire movie hints at the "Ring" motif from the original trilogy before leaving the listener hanging as it develops in a new and less memorable direction; it is almost as if Shore is unknowingly commenting and critiquing his own style of composition for this trilogy.

Warner Bros

The performances, as expected for this franchise, are solid throughout. Evangeline Lilly makes a welcome debut as Tauriel. Her character seems rather expressionless early on, but subsequent close-ups in the film's climactic moments betray increasing vulnerability. Luke Evans carries a tremendous amount of guilt and pain on his face as Bard the Bowman and makes him the ultimate mysterious underdog. Freeman is still a charismatic presence as Bilbo and is at his finest during the confrontation with Smaug. Ian McKellen brings his trademark whimsy and imposing presence as Gandalf. Orlando Bloom is rather stoic in his return to Legolas, but exudes confident coolness throughout the action sequences. As aforementioned, Cumberbatch is powerful as the voice of the dragon (less so as the Necromancer/Sauron). Richard Armitage was the centerpiece of the opening film as Thorin and he continues to dominate the show (to a lesser extent). There is one particularly powerful confrontation between Bilbo and Thorin late in the film in which Armitage manages to make Thorin truly frightening. Thorin is usually poor-tempered but this particular moment is subtle and truly potent in its execution. The self-centered nature of the character is further developed in this film than in the past iteration and sets up the tragic consequences of the next film relatively well.

The 3D effect is better than in most films, but still feels unnecessary to the overall experience. 

"The Hobbit: The Desolation of Smaug" is a massive improvement over its predecessor but it is still apparent that Jackson and company (or should we just say Warner Bros.) has imposed more material than their original source could handle. The tonal instability that permeated the first film is less apparent in this installment and has allowed for a more visceral overall experience. The quick pace should make this an overall entertaining experience, but those expecting a return to the form of the original trilogy may be somewhat disappointed.