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Let’s get this part out of the way: If you are a hardcore Tolkien purist who wishes to see the film only if it stays 100% true to the revered author’s work, then you may find yourself displeased with The Hobbit: The Desolation of Smaug.

The second installation in Peter Jackson’s trilogy may be more aptly subtitled, As Inspired by J.R.R. Tolkien’s ‘The Hobbit,’ because Jackson and fellow Lord of the Rings screenwriters Fran Walsh and Philippa Boyens, as well as former director Guillermo del Toro, take far more liberty with the story and characters in this film than they did with the first Hobbit film, as well as The Lord of the Rings trilogy.

Regardless, it is an energetic and highly entertaining spectacle filled with as much heroism, clashing blades, hideous villains, harrowing escapes and magnificent scenery as Jackson and his team at Weta could pack into 161 minutes.

The film opens in the town of Bree, where we get a flashback of Gandalf (Ian McKellen) and Thorin’s (Richard Armitage) meeting at that murky pub, the Prancing Pony. (LoTR film fans, keep a close eye on the drunks hanging about town.) Once they’ve worked out a plan for reclaiming the kingdom of Erebor, the story picks up from the end of the first film, and moves along at a roller coaster-like pace.

We meet Beorn (Mikael Persbrandt), the “skin-changer” who is either in the form of a huge, hairy man or gigantic black bear. Gandalf, Bilbo (Martin Freeman) and the dwarves reach the dark, dense forest of Mirkwood, where Gandalf leaves them so he can tend to other business. Bilbo and the company of dwarves then get lost, battle a nasty bunch of giant spiders (think Shelob times twenty), and are captured by the Mirkwood elves, led by everyone’s favorite pointy-eared elvish princeling, Legolas (Orlando Bloom), and the captain of the Elvenking’s guard, Tauriel (Evangeline Lilly).

Tauriel, although a completely invented character not found in Tolkien’s book, provides a refreshing and needed female presence in the film. She is strong and noble, and is definitely Legolas’ equal when it comes to fierceness and skill in battle.

One bit of bizarre, needless plot, however, is the sort of love triangle which forms between Tauriel, Legolas and the boy-band-hot dwarf Kili (Aidan Turner), who Tauriel is drawn to. “He’s quite tall for a dwarf,” she tells Legolas, who snidely replies, “But no less ugly.” This entire portion of the story feels gratuitous and just leaves me thinking, “What the what?!” They put in a female character to give some balance to the story, and yet, just like Twilight’s Bella and The Hunger Games’ Katniss, Tauriel is torn between two males (and like Bella, one of them is of a different species). It is disappointing, but at least it gives young girls someone strong to identify with in the film, with the added bonus of a cool action figure.

Lee Pace as Thranduil — the imperious king of Mirkwood and Legolas’ equally fabulous-haired father — has an air of detachment and a campy manner which make a fine contrast to his son’s earnestness. Legolas has no shortage of fight scenes; at every turn he is slashing and bashing Orcs.

The-Hobbit-Desolation-of-Smaug-gold-pile-620x400Bilbo and company eventually get to Lake-town with the help of Bard the Bowman (Luke Evans). After brief encounters with more Orcs (they literally crawl out of the woodwork) and the kooky, self-serving Lord of Lake-town (Stephen Fry), they set off for the Lonely Mountain.

When Thorin first enters the secret door to Erebor, and sees the familiar walls of his old, destroyed kingdom, there is a sadness and a longing that will leave one verklempt. Smaug (voiced by the ever-amazing Benedict Cumberbatch) does not disappoint — the CGI, motion capture and sound come together magically to bring us as live a giant dragon as we could ever get. His first encounter with Bilbo quickly goes from amusing to deadly, and leads to a climactic confrontation between Smaug, Bilbo and the dwarves. The ensuing scenes within Erebor are visually incredible and action-packed, although a little long and somewhat implausible. Still, you want Bilbo to fulfill his promise, you want Thorin to reclaim the throne of Erebor — the film succeeds in getting the audience to buy in, to emotionally invest in this motley crew of plucky, brave, slightly-unbalanced characters.

And where’d Gandalf go off to? His “other business” concerns the Necromancer (also voiced by Cumberbatch), whom we met in the first Hobbit film as a dark, unnatural presence in the abandoned fortress Dol Guldur. Gandalf’s encounter here is of significance not only because it ties into the final Hobbit film, but also to the main plot of The Lord of the Rings.

The Hobbit: The Desolation of Smaug ends, of course, on a cliffhanger. Jackson wants to make sure we all come back for part three; surely we will, and not merely because of the eye-popping scenery, thrilling action and chase scenes, and stunning special effects.

The Hobbit: The Desolation of Smaug hits theaters December 13.

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