One of the amazing aspects of Peter Jackson is the question, "How will he start the film?" Thorin Oakenshield (Richard Armitage), King of Erebor, is traveling to Bree, stopping to get out of the rain at The Prancing Pony pub and inn. A chance meeting with wizard Gandalf the Grey (Ian McKellan) is anything but chance. Thorin has a serious problem that he is just learning about. Someone has placed a bounty on his head. Gandalf tells this to Thorin also telling him it is time for Thorin to reclaim his lost kingdom under the Lonely Mountain.

Orcs are still hard on the trail of Thorin and his company of dwarves. The company has run out of options. The days are getting short to reach the hidden door into Erebor. Therefore, the company must brave the woods of Mirkwood. Simple, stay on the path! If you lose the path, you may be lost forever. On top of that, Gandalf suddenly leaves the company. He must travel to the ruins of Dol Guldor to determine if the Necromancer (Benedict Cumberbatch) has returned.

Of course, the dwarves get lost in Mirkwood. Worse than being lost, Bilbo innocently plucks one of the numerous strands of webs. The spiders of Mirkwood are alerted to the presence of the company. In a matter of seconds, Bilbo is captured in a web coccoon. The dwarves are soon captured. Using his elven sword, Bildo cuts himself free. He stabs a spider who screams in pain, "It stings!" Bilbo likes the sound of that and names his sword "Sting".

The company is in dire straights. Using the One Ring of Power, Bilbo becomes invisible and frees the dwarves. Their plight isn't improved when they are aided and then captured by a company of the Woodland Elves led by Legolas (Orlando Bloom) and a fierce female elfin-warrior named Tauriel (Evangeline Lilly).

Once again, Bilbo puts on the One Ring to help the dwarves escape from the elves. The dwarves hide in oak barrels and escape down the river, but not before being set upon by the marauding Orcs. A massive battle ensues. The dwarves and elves are forced to become allies to repel the dreaded Orcs. As the shape-shifter Beorn (Mikael Persbrandt) remarks, "I do not like dwarves. I hate Orcs." Long-held grudges between Dwarves, Elves and Men are continually strained to the breaking point throughout novelist J.R.R. Tolkien's masterpiece. But they always come together to battle their common enemy Orcs.

Bilbo is begining to suspect there is something more to his new ring. Yes, the ring has saved his life. The more Bilbo wears the ring, the more he senses an evil presence connected to the ring. He is clearly shaken by this discovery. He keeps the ring and its secret from his friends. He also does not get rid of it.

Yet, at the same time, Bilbo continually impresses the company of dwarves with his intelligence and his perseverance. The dwarves must reach the hidden door to Erebor by the last light of Durin's Day. The sun sets before the entrance is revealed. The dwarves walk away in dispair. Bilbo is not deterred so easily. He continues searching for the door when the door is suddenly bathed in the light of the waxing moon, the last light of Durin's Day! Bilbo again saves the dwarves quest from failure.

But, the film is subtitled: The Desolation of Smaug. Smaug's appearance does not disappoint long-time fans of Tolkien's novels and new-comers alike. Smaug is menacing. He lies dormant under an emmence pile of gold coins. When Smaug rises from his long slumber, his body keeps getting bigger and bigger and bigger until a tiny Bilbo is surrounded on three sides. Bilbo has two choices: get burned alive by Smaug or to once again don the invisibility ring. Even with the ring in place, Smaug is all to aware of Bilbo's presence.

Benedict Cumberbatch provides the voice of Smaug. Very similar to his role of Khan in Star Trek: Into Darkness, Cumberbatch does more with his voice than most actors using their voice, facial expression and gestures combined. Smaug is clever. He is intelligent. He is cock-sure of himself. He is confident to the extreme. He is arogant. But Bilbo is no slouch. He calmly tells Smaug everything Smaug wants to hear. Bilbo engages Smaug in conversation. They are both very aware Smaug will kill Bilbo the instant Bilbo is found. The two adversaries engage in a verbal and physical game of cat-and-mouse. These scenes are the films' highlights.

Also joining the cast is a new character found nowhere in J.R.R. Tolkien's works, Tauriel played by Evangeline Lilly. Tauriel adds a bit more to the story than merely helping explain the plot. Tolkien may have been a bit of a sexist as there are no female warriors with the exception of Eowyn, Horse-maiden of the Rohan. Why not have a female elfin warrior? Tauriel is every bit Legolas' equal in combat.

Legolas is loyal to the Woodland Elven King Thranduil (Lee Pace). Thranduil is under siege. He is struggling to keep his own realm safe. He is blind to a growing, unseen menace. Tauriel is worried. Orcs traveling inside the Elves' borders and attacking at will is not normal. Thranduil is sealing the borders of his woodland realm. He is concerned with what is his, not the world outside. Tauriel defies his orders and follows the dwarves knowing they will need help... anyone's help.

Legolas follows Tauriel, partly because he knows she is right and partly because of his growing affections for her. Thranduil looks upon Tauriel with scorn as she is of a lower elven class/status than Legolas. He forbids Legolas having a relationship with her. In essence, Legolas' following Tauriel is an act of defiance towards the King.

Something else happens in The Hobbit: The Desolation of Smaug that is not on Tolkien's agenda. While imprisoned by the elves, Kili (Aidan Turner) has a discussion with Tauriel that begins innocently. The both discuss the stars and what they are based upon their own unique heritage and lore. Kili and Tauriel realize that both stories/theories about the stars are valid when seen through the others' eyes. The spark of love has been ignited in them, and a love triangle is forged.

Is The Hobbit: The Desolation of Smaug too long? Director Peter Jackson takes the time and puts in the effort to fully adapt J.R.R. Tolkien's novel to the screen. Any shorter would be a disservice to Tolkien.

Similar to "The Two Towers", Jackson ends part two of his Hobbit trilogy with several parallel story arcs. Thorin Oakenshield and his company of dwarves have re-entered their kingdom under the mountain. However, the dragon Smaug still lives. Smaug is as formidable as ever. He breaks out of Erebor to attack Laketown. In Laketown, a power-struggle is brewing between Bard, decendent of the original lord of Dale, and The Master of Laketown (Stephen Fry). The Orcs attacking Thorin have been commanded to cease the hunt and return to their Master. Elves, Dwarves and Men have come to distrust one another. Most ominously, Gandalf has traveled to Dol Gulder to determine whether the Necromancer has returned. Gandalph is overpowered and imprisoned by Sauron!

Evil has crept back into the world. The Ring has indeed heard its Master's call! There will not be a happy ending!