The Hobbit: Desolation of Smaug isn’t necessarily better or worse than its predecessor, but more like an inverse of all of An Unexpected Journey’s positives and negatives. Instead of an opening hour that sets things up in excruciating detail and a final two hours of exciting story, Smaug has a pretty entertaining, fast paced and swiftly moving opening 100 minutes before giving into repetitive indulgence that exists for no reason except to drag the story out over three movies. Hardcore fans should be delighted with this film’s set-up that blends a lot of different bits of Tolkien’s works into the Hobbit/Lord of the Rings universe, but it’s hard not to feel positively exhausted by a climax that proves once again that Peter Jackson simply has no idea how to let go of his material properly.

In many ways, Desolation is more about the journey of dwarf leader Thorin Oakenshield (Richard Armitage) than our diminutive Hobbit hero Bilbo Baggins (Martin Freeman). Desperate to reclaim his throne and riches, Thorin continues his dangerous quest to bring Bilbo towards his old mountain home to retrieve a relic that can restore him to power. Before they get there, however, there’s a perilous forest to cross, elves that don’t take too kindly to dwarves trespassing on their land, and a town overseen by a power hungry ruler (Stephen Fry) at war with a local man (Luke Evans) who aides our heroes and acts as a voice of reason to all around him. Upon arriving at the mountain, Thorin coaxes the vastly nimbler and less noticeable Bilbo into retrieving the relic from cavernous rooms of riches guarded by an enormous, greedy dragon (voiced by Benedict Cumberbatch).

With a clever and brief opening/recap of what’s at stake delivered via a sit down between Thorin and the great wizard Gandalf (Ian McKellan, in a role that’s much more of a cameo here thanks to the character going off on a side quest to explain obvious things that anyone who has already seen the Lord of the Rings films already knows), Jackson wises up and spends little time getting down to business. There’s very little need for explanation in the early going, and he just goes right into the action instead of explaining everything that’s already known about the universe. It works and because he hits the ground running, and it makes the actual character development of the story a great deal stronger by not treading over already travelled ground.

Armitage and Freeman up their game quite nicely and come into their characters a lot more here. Thorin’s a bit more of a megalomaniacal jerk this time around; a man keenly aware that his goal is in sight and getting more ruthless in his aims by the second, internally questioning why he even wants to reclaim his kingdom in the first place. Bilbo gets to use the ring a bit more this time out to bail his travelling companions out of some dangerous situations, but he also shows a lot more genuine courage and an increasing ability to laugh in the face of danger. They make fine counterpoints for each other as characters and as actors. They’re both acting a lot more analytically as characters this time, showcasing deeper inner conflict. One character becomes more of a hero, the other more of a coward.

Even the introduction of the laissez-faire elves and their distrust of the big-picture thinking dwarves add a nice dimension. There’s a legitimate beef to be felt between the races, and the undercurrent of how hard it is to unite enemies against a greater common evil comes across just fine. It’s also great to see Orlando Bloom’s Legolas return (this time younger, but still great with a bow), but he’s outshone by franchise newcomer Evangeline Lilly as Tauriel, a sympathetic elf who thinks the dwarves are more genuine than most of her brethren believe.

Also adding quite a bit in the acting department is the welcome addition of Evans as Bard, a bargeman from a disgraced lineage that helps smuggle the crew through the dangerous squalor of Laketown. It’s a great performance from an actor whose character will undoubtedly play a greater role in the next film, but it’s also the one that will be most interesting to see the progression of. It’s also just great to see Evans in a role with a more depth than the faceless bad guys he usually gets stuck playing.

Also worth noting is that the 48 frames-per-second 3D is a lot sturdier and a lot more fluid in its application this time out. Finally having mostly figured out how to integrate digital effects into this high definition world, there’s not nearly as much to complain about. Instead of taking an hour for the format to acclimate itself to my eyes like the last film, I was able to dive into it immediately with no problems. And considering a lot more of this film takes place in the daytime or in brightly lit areas, it looks a lot better.

But unfortunately, in the final third the film’s narrative energy begins to flag and it never quite recovers. Right out of the gate Jackson unleashes some great set pieces (a bit involving some enormous spiders in the treetops, an escape from an elvish prison in barrels), but what he’s actually building to isn’t all that exciting and an enormously unnecessary cop out.

At one point after the screening, someone sitting behind me – who I will add was wearing a T-shirt for the very film he was watching – said “Why is all of this dragging out at this point? Anyone who saw Lord of the Rings or read the books ultimately knows where this is all going to end.” That might be a good way to explain frustration with the film, but it discounts the fact that the reason the rest of the film is so entertaining is because it’s like just listening to the chorus of a great pop song on repeat. There is no filler, but rather only the part that’s most absolutely necessary to move the story along. It’s not that I’m opposed to having three prequels to an already successful franchise that are gleaned from a thin children’s book and padded with other Tolkien inspired materials, but while the first film’s padding was somewhat faithful, the padding in the final third of part two decidedly isn’t.

First off, Smaug isn’t all that impressive. He looks great, but good luck having him stay still long enough to enjoy how he looks. Cumberbatch also brings nothing to the role because there’s nothing to bring to it. He just has to sneer through motion capture that can’t capture any personality and read menacing lines that ultimately sound like they could be delivered by anyone. It’s a pivotal villain, but not up to the level of Andy Serkis’ Golum. There’s no intellectual back and forth to be had between Bilbo and Smaug when they have to face off. Instead, just a bunch of running around for approximately 40 minutes while our heroes try to figure out how to get the film’s MacGuffin and get out of the mountain alive, and instead of being a fun and exciting climax, it’s inherently boring and tedious.

Here’s why, and I will try to explain it somewhat cryptically to avoid spoilers:

The film sets up what will ultimately have to be used to kill Smaug at great length. It is something that our heroes do not possess, and the film keeps cutting back to the B-plot to remind us of this. So to compensate for no other reason than to add at least another 30 minutes to a film that doesn’t need it, Jackson proceeds to mount elaborate set pieces that are nothing more than Bilbo and Thorin running through plans that the audience flat out knows aren’t going to work if they have been paying attention. But instead of rectifying this error and giving them what they know is actually coming, Jackson abruptly cuts to black and ends the whole thing so he can start his third and final film with a bang. And no, it doesn’t end with a twist. It just ends.

By all accounts there is a very logical, decidedly briefer, but still satisfying way to wrap this story up. There’s no reason other than to give the audience empty spectacle – that’s really nothing more than people getting chased repeatedly with little deviation – to not just wrap things up here. It’s very clearly the work of someone who just doesn’t want to put an end on his material, and since the material isn’t even really his, that doesn’t give him the right to just pad it without giving reason for the padding. It’s frustrating and really soured everything that came before it.

The first thing the viewer sees in Desolation of Smaug is a cameo from Jackson emerging from a tavern chomping on a carrot, almost signifying that the Hobbit films are his own form of Loony Tunes. It’s not a bad comparison, especially since this one ends so abruptly I almost expected Porky Pig to stutter out some sort of coda to send the audience home on (instead we get an Ed Sheeran song, which is not a fair trade). It begins with a bold statement of authorial intent that seems to suggest Jackson is now claiming ownership over Tolkien’s materials and co-opting them for his own whimsical ideas. And while the opening co-opting of another Warner Brothers produced franchise might be clever, the ending reeks of a trusted director pulling one over on his audience and saying “Gee, ain’t I a stinker?” Some might think it’s clever, and maybe it would have been if the rest of the film didn’t feel so played out. None the less, there is still some merit to it all, and at least it’s all but assured that the opening of the next film probably won’t suck.