It's safe to say that there are very few positive reviews that have ever earned me the degree of truly furious e-mail that last year's review of "The Hobbit: An Unexpected Journey" did. Fans were furious at me for daring to give a Peter Jackson Middle Earth movie a B, and unwilling to entertain even the possibility that any of my issues with the movie were genuine. Once the film was released, though, general public opinion seemed to swing the other way and suddenly I started getting e-mail from people saying I'd been too kind, that I was in the tank for it, that I was somehow bending over backwards to give the film a good but not great review.

The truth is there are certain projects, certain series, there is no criticism that the fanbase wants to read, and there's no winning over an audience that is disinterested to begin with. These films are juggernauts, and they're going to be seen no matter what. Some might see that as an invitation to just phone it in and coast on former glories, but it doesn't feel to me like that's what happened here. I think Peter Jackson is putting himself and his amazing crew through just as rigorous and demanding an experience as he did on "Lord Of The Rings," if not more so. He is not resting on his laurels in any way. He couldn't, though. This is a much harder project to adapt, and looking at the differences between "Unexpected Journey" and this second film, "The Desolation Of Smaug," it's a pretty great practical lesson in how these kinds of films work.

The biggest problem with the first film was that it seemed to be nothing but exposition and introductions. There are so many characters they had to introduce on the run that it never really felt like it kicked into actual storytelling. There were plenty of great sequences in the film, but it never felt like it became a coherent story. The difference this time is that this movie is all about momentum. The film begins with Bilbo Baggins (Martin Freeman) and the dwarves running downhill, and it feels like it keeps that exact same kind of pace for the entire rest of the movie. There were several places where the first film ran into a wall and all the energy dissipates, and when you're telling a story like this, it's hard enough to get the momentum going once, much less doing it repeatedly. This time, the film is constantly, breathlessly pushing forward, and when it reaches the big set piece moments, they don't feel like these pop-out standalone moments, but rather bursts of energy in the midst of what is already a pretty rousingly told adventure.

The movie seems to set its narrative goals much more cleanly than the first film did. I never fully bought that the entire character arc for Bilbo was "will Thorin accept me on this journey?" and it felt forced to me. In this film, there are a series of simple goals that the Dwarves have to overcome, but always with the Lonely Mountain as the thing they are working their way towards. First they have to shake off a pack of Wargs and Orcs that are hunting them. Then they have to find a way through Mirkwood Forest. Then they have to escape from the Wood-elves, led by King Thranduil (Lee Pace). If they can do that, they still have to contend with the people of Lake-Town. All of that is merely a precursor to finding the hidden door that will finally allow them to head back into Erebor where they must reclaim the Arkenstone and face down the deadly dragon Smaug (Benedict Cumberbatch). It's not much more complicated than that, and I felt like the 2:40 minute running time blew past, packed with incident and detail in a way that made the world more exciting, not in a way that feels like they're padding for time.

It's also interesting to see how much more clearly the Dwarves register as characters this time when the movie isn't busy trying to introduce them all. Because they are defined by character and action rather than exposition and a laundry list of confusing rhyming names, they are allowed to make stronger individual impressions, none more than Thorin (Richard Armitage). The film opens with a flashback to an encounter he has with Gandalf (Ian McKellen) at the Prancing Pony in Bree, and it helps underline just how driven Thorin is and how dangerous he can be. Balin (Ken Stott) has emerged as the reasoned heart of the group, the one who can speak truth to a reluctant Thorin and also the one who seems to most appreciate just how much this journey is changing Bilbo. Both Fili (Dean O'Gorman) and Kili (Aidan Turner) are defined by the way they look out for each other, especially once things start to get rough. Even Bombur (Stephen Hunter) becomes more than just a fat joke this time, playing a pretty great role in the film's single best set piece.

One of the things I wanted more of from the first film was the way Jackson builds his big moments, full of clever details and specific, often hilarious action beats, and this time around, it feels like he's working in peak form. I have no doubt the thing people will be talking about the most is the scene where the Dwarves try to stage an escape from the Wood-elves and from a pack of Orcs using a bunch of barrels in a river. Along with the Dwarves, both Legolas (Orlando Bloom) and Tauriel (Evangeline Lilly) are in the mix, and it's just one great bit of action after another, with every character fully involved. It is ingenious and thrilling, and I can't imagine any other filmmaker right now who would have shot it the same way.

There's another amazing sequence here where Gandalf goes to Dol Guldur to confront the Necromancer, who he is convinced represents a real threat to Middle Earth. I love everything about the sequence, from the way Gandalf's powers are visualized to the form that the Necromancer (Benedict Cumberbatch) takes to the way they reveal his true nature using one of the most iconic images from the entire series, and again… I can't imagine anyone else approaching it the same way. The fact that Jackson made his bones as a horror filmmaker is part of what makes his work in these films so special. Whether it is the truly grotesque spiders of Mirkwood or the glee Jackson seems to take in lopping off the heads of the Orcs or the unnaturally disturbing nature of the Necromancer, darkness is not a joke in these movies.


It's also obvious that both Bilbo and Thorin are wrestling with the way that same darkness is rising in them, and I give Martin Freeman credit for finding a new way to approach a character that we've seen interpreted repeatedly in different media. His Bilbo is no bumbler this time out. He's presented as clever, competent, and even deadly on occasion. He may still be grappling with fear, and never more tangibly than the moment when he finally comes face to face with the fearsome and awe-inspiring Smaug, but he works through that fear, using it to drive him. While he certainly takes advantage of the One Ring that he managed to take from Gollum in the first film, he doesn't lean on it as his only tool, and it is his wits that get him out of things, not just magic. Armitage has what I think is the most difficult role in the film, and I love the way he is handling all the subtle detail work of the various forces at work within him. He is a born leader, and in those moments where he stops thinking about it and starts simply doing what must be done, people fall in behind him willingly. He's also wracked with self-doubt, though, and he is damaged by what he knows has happened to his race since the fall of Erebor. The paranoia, the anger, the hatred… all of that is eating him alive even as he struggles to play the role of the returned King, and Armitage brings it all together.

Smaug shows up for the last third of the movie, and while the animation used to bring him to life is cutting edge, he works because he feels like a fully-realized character, not just a special effect. It's sort of amazing that Benedict Cumberbatch is both Smaug and the Necromancer, and he gives them completely distinct voices and personalities, while the similarities in the voices seem to reinforce the idea that all of this darkness is tied together, all part of the same creeping rot that is threatening all of Middle Earth. The entire encounter, from the moment Bilbo steps into Erebor to the end of the film, is marvelously staged, and Smaug comes across as dangerous because he's smart, not just because he's gigantic and happens to breathe fire.

There is so much more to discuss and consider here. There's the creepy Beorn (Mikael Persbrandt) and his shape-shifting, there's the mysterious and damaged Bard (Luke Evans), haunted by his family's history and determined to redeem their name, and there's the corpulent Master of Lake-town (Stephen Fry), a petty man who only serves his own wants and greed. How about the odd relationship that seems to be developing between Kili and Tauriel? Lilly makes a perfect addition to this world, by the way. She is strong and feminine and wild in a way that the Elves from "Lord Of The Rings" weren't, and she seems so committed to all the details of the world that it helps sell the reality.

As with "The Hunger Games: Catching Fire," this movie ends at the exact right second to lay in the deepest possible hooks leading into the conclusion of the series. When the credits begin, it's a huge cliffhanger moment, and all the characters find themselves in impossible situations. This time, though, I care. I want to see what happens next. I want to see how all of these threads come together. The first film almost shook my faith in the overall story arc of "The Hobbit," but this second film connects this completely to the "Lord Of The Rings" tone that made that first trilogy work. Andrew Lesnie's photography and Howard Shore's score also make this explicitly feel like we're right back in the thick of things, and I suspect that even the people who were disappointed the first time around are going to be impressed by how much fun this one is. I still think that three films is too much for these stories and that this would have been well-served by making some tough choices about how to tell the story, but at least for this middle movie, "The Hobbit" seems to be firing on all cylinders, and if they keep this up, "There And Back Again" could be tremendous entertainment.

"The Hobbit: The Desolation Of Smaug" opens everywhere December 13, 2013.