A heavyset man of gross demeanor lurches out of an inn, gnawing a meat bone, and a chuckle of surprise runs through the audience. Peter Jackson, the directorial lord of The Lord of the Rings, the man who made a habit of Hobbits, has granted himself a Hitchcockian cameo appearance. Jackson may not actually wink at the audience, but his fleeting presence in the opening scene of The Desolation of Smaug seems to announce that this second of three film adaptations of J.R.R. Tolkien’s 1937 novel The Hobbit will be livelier, ruder and less slavishly faithful to its source than last year’s initial episode, An Unexpected Journey.
Jackson is as good as his implied word. The first movie did allow Bilbo Baggins (Martin Freeman) a creepy-lovely encounter with Gollum (Andy Serkis). But in following Bilbo’s journey with Gandalf (Ian McKellen) and the dwarves to reclaim the Lonely Mountain they had lost, it was also dedicated to the proposition that any long walk requires a lot of trudging. An underfed foot soldier’s grumbling view of war, rendered as fantasy with the addition of wizards and monsters, An Unexpected Journey was a handsome, academic picturizing of the Tolkien book’s first 100 pages.
(READ: Corliss’s review of The Hobbit: An Unexpected Journey)
Smaug is different: a really good movie, superior to the first in that it brings its characters to rambunctious life, to joust not just with Orcs but with a bear-man, a clutter of giant spiders and the grim dragon that gives the movie its title. The Desolation of Smaug — a strangely oppressive name, by the way, for such a sturdy rollick — satisfies both as a Saturday-matinee serial and as a tempting fanfare for the climactic There and Back Again, due next December.
That opening scene is an early clue to the intention of the screenwriters — Jackson, Fran Walsh, Philippa Boyens and Guillermo Del Toro, who was originally meant to direct the series — that Smaug will be less studiously canonical than its predecessor. In the teeming pub that Jackson has stumbled out of, two imposing figures are bent in urgent debate. Gandalf is conferring with the dwarves’ leader, Thorin Oakenshield (Richard Armitage). Thorin wants to kill Smaug, the dragon who guards the Lonely Mountain, so his people can again possess the land and its gold. Gandalf, who suspects that Smaug may be of use to the evil wizard Saruman (Christopher Lee) in his scheme to possess the Arkenstone, convinces Thorin to take Bilbo on the trip; the dragon would not be familiar with a hobbit’s scent. This scene, which occurs a year before the events in Smaug, is adapted not from The Hobbit but from “The Quest of Erebor,” a tale that Tolkien wrote in the 1950s as an appendix to The Lord of the Rings. His son Christopher finally published it in 1980; and Jackson uses it here to explain why the whole quest was set in motion. It is not the only straying from the sacred text.
(SEE: the first and second trailers for The Hobbit: The Desolation of Smaug)
The first film in the trifecta, An Unexpected Journey, was often content to duplicate the book’s characters and situations, like the Xerox of an illuminated medieval manuscript. In Smaug, the characters step from the book’s pages and leap vividly out of the 3-D screen — at 48 frames per second, in some theaters, a technique less distracting than it was the first time. One such character is Beorn (Mikael Persbrandt), the fearsome skin-changer who may show up as either a huge bear or a Nordic giant. Detecting invaders of his realm, but alerted by Gandalf that he might have company, the creature shifts from ursine to human form to provide the famished Bilbo and the frightened dwarves with the rough courtliness of a forest hermit unused to strangers.
Drastically and sensibly reducing the book’s passages in which the dwarves complain about the long slog and lack of food, Smaug packs them all into a scene where the questers have every reason for grievance: they and Bilbo make a river crossing hidden in barrels packed with fish. Their ferryman, Bard (Luke Evans), brings them to Laketown, an outpost of humans plunged into depression by the nearness of Smaug. The questers step into the middle of a citizens’ revolt against the mean, preening Master (Stephen Fry) and his conniving, Gollum-like today Alfrid (Ryan Gage). They also get a rare glimpse of Middle Earth family life, as Bard and his brood harbor the renegades.
(READ: Lev Grossman’s trip to Hobbitland)
The Wood-Elves, who in the first film spoke snobbishly of the Lonely Mountain quest as if it were too grimy a notion for an aristocratic race to consider supporting, deign this time to welcome — and actually capture — Bilbo and the dwarves. The Elven King Thranduil (Lee Pace) remains a haughty isolationist, but Legolas (Orlando Bloom, 10 years older than when he costarred in The Lord of the Rings, and playing the same character 50 years younger) thinks the dwarves may have a cause worth fighting for; and Thranduil’s chief guard Tauriel (Evangeline Lilly) has an itch for battle — and, perhaps, for a dalliance with Kili (Aidan Turner), the hunkiest dwarf. They certainly banter like a couple who could fall in love. “Aren’t you going to search me?” he asks when he enters the Elven fortress. “I could have anything down my trousers.” Pert Tauriel replies, “Or nothing.”
Wait a minute. That doesn’t sound like Tolkien, the Oxford scholar who wrote an adventure book for children and populated Middle Earth with few woman warriors. In fact, Tauriel, a combination Joan of Arc and Florence Nightingale — and kin to the feisty archers Katniss from The Hunger Games and Merida from Brave — is an invention of the screenwriters. (They also imported Legolas, who doesn’t appear in the Hobbit book.) “She’s our redhead,” Boyens has said. “We created her for that reason. To bring that energy into the film, that feminine energy. We believe it’s completely within the spirit of Tolkien.” Maybe, maybe not, but it works, lending the story a touch of gender democracy and warm Arthurian romance.
(SEE: Top 10 Alternative Places to shoot the Hobbit movies)
Smaug, though, is primarily an action picture — often splendid action. The battle with the giant spiders that have bound the dwarves in silk cocoon coffins, and in which Bilbo first gets to show a hobbit’s heroism, is an intricately woven piece of choreography. Bilbo and the dwarves escape the Elven castle in barrels that course down a stream, raging-rapids-style, in a kind of flume Olympics whose degree of difficulty is raised by Orc attacks from the shore. Kudos to Serkis, absent as Gollum this time but serving as second-unit director with spectacular skill.
The Orcs and spiders are mere supporting villains to Smaug, the ferocious creature wakened by Bilbo’s entrance. “I am King Under the Mountain!” he roars, in Benedict Cumberbatch‘s majestically importunate voice. “I am Fire! I am Death!” (Smaug, who speaks in capitals, is a very chatty dragon; he hasn’t had anyone to intimidate for a while.) The tremulous Bilbo tries diverting his captor with fulsome praise: “Truly songs and tales fall utterly short of your enormity, O Smaug the Stupendous.” A neat balance of wit and threat, this confrontation nearly matches the first film’s Bilbo-Gollum face-off — literally, since the hobbit vanished when he first slipped the Ring on his finger — and leaves receptive viewers wondering if they can wait a year for the finale.
(FIND: The Hobbit: The Desolation of Smaug on TIME’s ‘Top 10 Best Movies’ list)
“Starlight is a cold light,” someone says to Tauriel as she gazes out at the heavens; and she mistily replies, “It is the light of memory” — the memory of suns that died before their radiance reached Middle Earth. That was also the cool light of An Unexpected Journey: a memory of Tolkien that only fitfully came to cinematic life. Who could guess, after that meandering first feature in a seemingly unnecessary eight-hour trilogy of films based on a novel of less than 300 pages, that Jackson had such a vigorous middle episode in store?
In all, The Desolation of Smaug is a thrilling achievement, nearly matching the grandeur of Jackson’s Lord of the Rings films. Having been there, I would promptly and happily have gone back again.