Bilbo turns tougher and more cunning, and The Hobbit turns more entertaining in The Desolation of Smaug, Peter Jackson's livelier, funnier and action-packed middle film in his trilogy based on J.R.R. Tolkien's slight delight of a novel.
It looks more fantastical, with more murk and the otherworldly light of a Thomas Kinkade painting. Characters feel more distinct, with Martin Freeman's Bilbo making the transition from mere passenger on this dwarf's quest "beneath the Lonely Mountain" to being the brains of the motley crew.
There's also just more going on. Jackson and company wisely tamper with the Holy Writ of Tolkien to invent a lady elf and to find Orlando Bloom's elf Legolas a part to play. They're more concerned with making this all a prelude to The Lord of the Rings, so foreshadowing and the suspicions of Gandalf the Grey (Ian McKellen) step to the fore.
That ups the ante, creates urgency and sets up a love triangle, just one of several elements that become cliff hangers before The Desolation of Smaug ends.
The quarrelsome dwarfs led by Thorin Oakenshield (Richard Armitage) stumble through Elven land of Mirkwood as they make their way through spiders, suspicious elves and Lake-town toward the Lonely Mountain. They have a date with a dragon who wiped out their kingdom and stole a vast treasure. Bilbo, who found a magical ring he refuses to tell them about, saves their biscuits time and again.
Gandalf, worried that "the enemy has returned," leaves them on their own, of course. So they stumble into Wood-elves, which is where Legolas and the lovely, deadly Tauriel (Evangeline Lilly) enter the story. Tauriel takes a shine to the tallest dwarf. (It's not who you think.)
Fans of the novel will be impressed with the gloom of Mirkwood ("Fell things creep beneath these trees") and the vast complex of the dwarf's city beneath the Lonely Mountain.
Lake-town, the community of men at the base of the mountain long terrorized by the dragon Smaug, is a Teutonic fairy-tale Venice, a watery city of canals and wood and downtrodden residents, all in leather and dirty shades of brown. Stephen Fry is the town's dictator, the Master, one of the few "name" players in this semi-obscure cast. Luke Evans is Bard the Boatman, another Lake-town resident destined to play a key part in the third film (due late next year).
Jackson stages a splendid chase and a few stirring brawls with legions of digitally augmented goblins. He lets the dwarfs and their hobbit "burglar" be funny. They're greedy, petty and far more in need of help than they'd ever admit. Bilbo, given Freeman's exquisite double-takes, can only shake his head and endure their put-downs and suicidal orders.
Quibbles? The landscapes mostly look like matte paintings, and the murk can be a bit too much. Jackson costumes the soldiers of Lake-town in battle gear from the Wicked Witch of the West Collection.
Jackson's use of faster 48-frames-per-second filming speed does nothing to smooth out digital action beats, which have a jerky video game-graphics quality.
The dumbest voice casting stunt ever might be Benedict Cumberbatch, utterly unrecognizable as Smaug, the synthetic-voiced digital dragon. The BBC/PBS Sherlock Holmes gets to team up with his Dr. Watson (Freeman), but any voice actor could have done that and we'd have been none the wiser.
The padded scenes that allowed them to stretch this brief book into three films are obvious.
But The Desolation of Smaug is engagingly desolate and absorbingly back-engineered to prefigure The Lord of the Rings, a movie that clips along and amuses as it does. Call it another visual triumph for New Zealand's vision of Middle-earth.
'The Hobbit: The Desolation of Smaug'
PG-13 for extended sequences of intense fantasy action violence, and frightening images. Warner Bros./New Line/MGM. 2:39. 2D: Fayette Mall, Frankfort, Georgetown, Hamburg, Movie Tavern, Nicholasville, Richmond, Winchester, Woodhill 3D: Fayette Mall, Frankfort, Georgetown, Hamburg, Movie Tavern, Nicholasville, Richmond, Woodhill.