Warning:  Spoilers follow.

Note:  I am preparing two reviews, one for casual fans of the films, and the other for Tolkien fans.  This is the general review.  The Tolkien fan review will be forthcoming.

Well, I was one of those fortunate enough to see The Hobbit:  The Desolation of Smaug on opening night (in 3-D IMAX, no less), and I was, quite simply, blown away.  This film is miles beyond the first (which I liked by the way), and serves as both a fitting adaptation of Tolkien’s work and a thrilling lead-up into what promises to be an earth-shattering finale.

If the first film felt like a bit of a slog for some, they will find their fears addressed in this film and, hopefully, put to rest.  Once Desolation has hold of you, it does not let go until the very last moment.  There were even several moments where I as a viewer felt we could have lingered a little longer, to give us a sense of depth to those particular moments that seemed to cry out for it.  And I am not just referring to the numerous fight scenes–although those are well worth the viewing experience and the extra price for the 3-D ticket–but also to the politics and the scheming that go on behind the scenes.

Indeed, is precisely these politics and schemes that give us a sense of the “so what” that the film did not quite accomplish as well as it might have.  With Gandalf’s discovery of the true might of the Necromancer, as well as Smaug’s taunting of Bilbo with a threatened darkness that will cover the land, we at last get a feeling that the stakes with the Dwarves overthrowing Smaug are greater than just the recovery of some treasure.  With Desolation, we finally get a sense of the great currents that constantly move just under the surface of the novel.  We now have the knowledge that Sauron is moving and, while he may not yet have the full strength to cover all of the land with his Shadow, the film suggests that he is going to try to make a good start of it with the Dwarves.  This is not yet the full-fledged Sauron of The Lord of the Rings, but he is still a power to be dealt with, and the titanic showdown between him and the White Council will certainly be one of the high points of the final film in the trilogy.

Of course, one of the greatest highlights of this film stems from the stellar performances offered up by its enormously talented cast.  Ian McKellen continues to shine as Gandalf (will anyone ever be able to do that role again?  Probably not).  Newcomer Lee Pace–who had a brief cameo in the flashback that opened the last film–is simply delightful as the cunning yet surprisingly noble-seeming Thranduil, Evangeline Lilly is fiery and feisty as soon-to-be-fan-favourite Tauriel, Richard Armitage continues to grab the right mix of asshole and hero and, last but not least, Martin Freeman, though often shuffled to the side, continues to be the best Bilbo you could ever ask for.  If nothing else saved this film, the acting alone would be able to pull it off.  He brings the perfect blend of humility and humour to this role and is perhaps the best conveyor of the unique amalgam of properties that make hobbits in general such compelling literary figures (although he might be tied with Ian Holm for this particular honour).

When it comes to characters, however, one creature in this film threatens to drown everything in his shadow.  Yes, that is the dragon Smaug.  Jackson and his team, along with the enormously talented Benedict Cumberbatch, have managed to bring to stunning and immortal life one of the greatest and most compelling of all literary dragons.  Cumberbatch manages to capture all of the elements of Smaug that make him such a riveting character:  unabashed arrogance, a deep-running cruelty, and a serpentine cleverness that makes him more dangerous than any foe the Company has yet faced.  When we see him fly off toward Laketown at the end of the film, and hear Bilbo’s breathless, “What have we done?”  we in the audience can’t help but shiver with anticipation for the fiery ruin that the vengeful beast will rain down upon the unsuspecting villagers.

One of the most powerful and compelling scenes, and indeed one that made the entire film worth it, was the titanic battle between Gandalf and the Necromancer.  In this scene, we get all of the things that make Jackson such an eminently suitable person to bring this story to the big screen.  We get to see Gandalf’s courage and willingness to go into the very heart of the darkness in his never-ending quest to aid Middle-earth, while also seeing the true extent of the evil against which he is matched.  Here, more than perhaps anywhere else so far in these films, we get a glimpse of not only how powerful a being Gandalf is beneath all of the grey robes, but also how great is the evil against which he has been matched.  Along with Bilbo, the Gandalf of this film shows us just how hard it is to be a hero, to face almost certain destruction and yet do so anyway, with the knowledge that one’s actions may be for the betterment of countless others.  Once again, Gandalf manages to steal our hearts (and this is in no small part due to the magnetism of McKellen).

There are so many more things I could praise in this film, but I hope that this review gives a sense of just how impressed I was, not just as a fan of Tolkien and of Jackson’s vision, but also of film in general.  While this film never reaches quite the heights of operatic grandeur of its predecessor, it still manages to capture the breadth and scope of the vision that Tolkien offered to his readers, while also offering an action adventure story as good as or better than anything else currently on offer.  There is a depth and power here that will leave viewers beginning for the concluding entry in this stupendous trilogy.