The Hobbit: The Desolation of Smaug is considerably better than the first movie in the trilogy. It has a more coherent structure, genuinely interesting character development, and fucking awesome dragon action. I liked it a lot — yet I was painfully aware of how bad the movie was. Here's what you'll enjoy in The Hobbit, even though it isn't good.
Extremely light spoilers ahead.
Bilbo's Character Arc
The Desolation of Smaug is a kind of a road movie in structure, with our main character plodding toward a destination and meeting adventures along the way, including a shape-shifting bear-man, capricious wood elves, a confusingly random cast of orcs, some kickass giant spiders, a greedy king in the merchant village of Lake-town, and finally — yes! — Smaug the dragon. The tone weaves between swashbuckling adventure and epic fantasy-horror, with Bilbo's cleverness coming to the fore as one of the party's greatest assets.
One of the obvious problems with this movie, which countless critics have pointed out, is that director Peter Jackson chose to stretch a short, light adventure novel into three massive epic films. This leads to the enormous problem of what the hell you do with all that extra time, and Jackson's answer leads to both the best and worst parts of the film.
Let's start with what I thought was the best part of Jackson's adaptation: He turns Bilbo into a much darker figure than in the novel, a man who is haunted by the ring in ways that are believably complex. In this movie, especially, we get to see Bilbo feeling the ring's power — he uses it in the fantastic spider fight, and we see how it fills him with a sense of power and wrath that are fundamentally different from his usual sunny/snarky character. After he begins to use his blade Sting in more than just self-defense, actor Martin Freeman gives Bilbo a hundred-yard stare that befits a person who has seen darkness and benefited from it.
What Bilbo goes through is very different from Frodo, who suffers from the pain of bearing the ring but never personally experiences the benefits of its power. Bilbo, on the other hand, is a true foil to Gollum — we can almost hear him thinking "my precious" as he contemplates the ring that saves his ass and those of his companions at pretty much every turn. As great as the Lord of the Rings movies were (and yes, they were truly great), they never gave us anything like a believably ambivalent character, whose motivations are as murky as a real person's would be.
So Jackson has used his trilogy to turn Bilbo into a more disturbing, troubling character than JRR Tolkien's original hobbit was. I think that makes the experience of watching the movie much more interesting, especially because it helps us understand why Bilbo can outwit a creature of pure evil like Smaug. This Bilbo knows what it is to inhabit the world of evil, and uses that knowledge to flatter and sneak his way around a force far more powerful than anything in Middle Earth.
I Hope You're Not Afraid of Boredom
That said, we're still dealing with a move that's three hours long, and has about one adventure per hour. When Jackson isn't using that extra time to develop Bilbo's character, he's decided to take up our time with action sequences so long that they outstay their welcome about halfway through.
Probably the worst offender in this department is the famous barrel escape scene from the city of the woodland elves. When the elf king Thranduil finds the dwarves in Mirkwood, he orders his son Legolas and captain of the guard Tauriel to capture them. Dwarf leader Thorin, remembering how Thranduil's troops refused to come to their aid in the war against the orcs, pretty much spits in the elves' faces — so they're facing a lifetime in elf prison.
In the book, this scene is fairly short, and it's a demonstration of Bilbo's cleverness — he uses the ring and his wits to sneak around and rescue everybody by stashing the dwarves in barrels and tossing them in the river to float away. But in the movie, it becomes an enormous, bloated scene with Kili flirting with Tauriel for what seems like an hour, and then a giant elf vs. orc vs. dwarf battle as we zoom through the CGI froth of the river.
There are other fight scenes that feel equally interminable, including a wizard battle that isn't in the novel at all. I won't give too much away here, but suffice to say the magical showdown feels incredibly tacked-on, and the CGI in it is embarrassingly bad. (Though I will admit that I enjoyed finding out what Sauron's eye really represents.)
The Cities and the Dragon
A lot of the movie's padding also comes in sequences where we are plunged into the detailed, gorgeous worlds of the cities and villages we visit on our way to the Lonely Mountain. Unlike the bloated fight scenes, however, these moments almost never overstay their welcome. The woodland elves' home is fascinating and gorgeous, constructed from massive, carved tree trunks over a natural landscape of rocks and gushing water.
And when we finally arrive at the dwarfs' homeland of Erebor under the mountain, we feel keenly what this city represents to both Thorin's party and the many villages (like Lake-town) surrounding it. We've learned, during a satisfying adventure in Lake-town, that Smaug's desolation is economic as well as literal. Without Erebor's precious gems and fine metallurgy, the locals have grown poor and desperate. Many people depended on Erebor, and not just for emotional or mythical reasons. It was the region's economic lifeblood — and ownership of it has been a constant struggle for centuries.
So when Thorin enters the halls of Erebor, touches the walls, and and gazes upon its incredible halls, stones, and utterly massive metal-working facilities, you feel that this isn't just a symbolic homecoming for him. This city is meaningful for reasons that have nothing to do with ancient prophesies, or good and evil. It is home, but it's also a livelihood. Just as Bilbo's character becomes more complex in this movie, so too does the party's quest to reclaim Erebor.
Finally, this complexity and incredible city concept design extend to the flat-out amazing scenes with Smaug. The dragon looks sinuous and alive. I wouldn't change a single thing in these scenes, and in the ensuing battle between the dwarves and the dragon. These take our party throughout the city of Erebor and show us just how fantastic Jackson's art and CGI team at Weta can be, when they are given the time and budget. The Smaug bits don't make up for the bloat in the rest of the movie, but they are superlative.
All the dragon-fighting and barrel riding in the movie are taking place against a backdrop of Sauron's growing strength. There's a lot of awfulness here, unfortunately, because the scenes with the orcs and Sauron are among the weakest in the movie.
Sauron is always ordering the orcs to do things that seem kind of random — chase those guys! no wait, do my bidding over there! — and we get to know one bad guy orc (Thorin's nemesis) only to have him sent off screen for seemingly no reason. He's replaced by an even uglier orc. Why? Um, I'm not sure but now wizards are doing stuff. And now there is some magical light that looks like it was designed by a kid playing Minecraft!
That said, one theme emerges from these unfortunate bits with Sauron. We know that his goal is to start a war, which will mostly result in the orcs trying to take over lands that currently belong to elves and humans (Smaug has already taken the dwarf city for them). We get a clear sense that the worst evil we can imagine in Middle Earth is the evil of starting a war, and by extension the imperialist project of taking lands and livelihoods from the natives.
This theme is true to Tolkien, who had seen the horrors of World War I and was haunted by them for his whole life. It's clear that his novels are fantasy renderings of the wars he had seen, and their aftermath. The Desolation of Smaug may be a bloated mess, but it's also an anti-war movie about how good men are wrecked by combat and prosperous cities decimated by aerial combat weapons. As a movie, it's incoherent and occasionally boring; but still, you may find yourself liking it in spite of yourself.