Honestly, the middle child always gets the weirdest reputation. When Peter Jackson decided to stretch a relatively slim children's book into a nine-hour cinematic odyssey, people lost their minds. By the time The Desolation of Smaug hit theaters in 2013, the initial "why is this happening" fatigue had settled into a sort of cautious curiosity. It’s the meat in the sandwich. It’s the bridge. But looking back at it now, away from the 48fps HFR controversy and the exhausting production vlogs, the second film in The Hobbit trilogy is easily the most energetic, frustrating, and visually spectacular entry of the bunch.
It’s big. It’s loud. It’s got a talking dragon that actually lives up to the hype.
If you go back and watch An Unexpected Journey, it’s a lot of walking and singing about plates. It’s nostalgic. But The Desolation of Smaug is where Jackson decided to stop playing it safe and started throwing every bit of practical and digital wizardry at the screen to see what would stick. Some of it, like the barrel sequence, is basically a theme park ride. Other parts, like the added subplot with the Necromancer, feel like a desperate attempt to make this feel like The Lord of the Rings 2.0. But you can't deny the craft.
The Dragon in the Room
Let’s talk about Smaug. Because, really, that’s why we’re here.
Weta Digital and Benedict Cumberbatch pulled off something that shouldn't have worked as well as it did. Smaug isn't just a monster; he's a character. He’s arrogant. He’s ancient. He’s surprisingly chatty for a giant lizard. When Bilbo Baggins—played with a perfect mix of terror and wit by Martin Freeman—finally steps into that gold-filled chamber, the movie shifts gears. It stops being an adventure and becomes a psychological thriller between a hobbit and a god-complex with wings.
The scale is just stupidly impressive. The way Smaug moves under the piles of gold coins like a shark in water was a massive technical hurdle for the VFX team at the time. They used "slave-link" animation systems to ensure every coin reacted to the dragon's mass. It wasn't just a generic CGI overlay. It felt heavy. It felt real.
Why the Barrel Scene is Actually Genius (and Kind of Ridiculous)
People love to hate the barrel sequence. You know the one. The dwarves are escaping the Mirkwood Elves in wine barrels while Orcs attack them from the banks and Legolas does gymnastics on their heads.
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It’s chaotic.
Some critics at the time, like those at The Hollywood Reporter, pointed out that it felt more like a video game than a film. They weren't wrong. Jackson actually used GoPro cameras for some of the water-level shots to get that raw, splashing intensity. It breaks the "cinematic" look of the rest of the film, sure. But it also captures the sheer, frantic energy of a desperate escape. It’s a sequence that lives or dies on its rhythm. In a three-hour movie, you need those spikes of adrenaline, even if they feel a bit like a fever dream.
The Tauriel Problem and the Lore Deviations
We have to address the Elf. Tauriel, played by Evangeline Lilly, doesn't exist in J.R.R. Tolkien’s book. Not even a mention.
The decision to add her—and the subsequent "love triangle" with Kili and Legolas—is still the biggest sticking point for Tolkien purists. It feels forced. It was forced, mostly by studio pressure to add a female lead and a romantic subplot to a story that was originally just a bunch of guys in a cave. Lilly actually requested that her character wouldn't be part of a love triangle when she signed on, but after reshoots, that's exactly what happened.
Yet, looking at it objectively, Tauriel gives us a window into the Mirkwood Elves that we wouldn't have had otherwise. Without her, we’re just stuck with Thranduil being a jerk. Lee Pace, by the way, plays Thranduil with a cold, shimmering menace that is easily one of the best performances in the entire franchise. He’s not a villain, but he’s definitely not a hero. He’s an isolationist with a crown.
Gandalf and the Necromancer: The LOTR Prequel Struggle
The Desolation of Smaug spends a massive amount of time at Dol Guldur. This is where the movie tries to bridge the gap between a simple treasure hunt and the return of Sauron.
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It’s dark. It’s scary. It’s also very disjointed.
Sir Ian McKellen is great, as always. But these scenes feel like they belong in a different movie. While Bilbo and the dwarves are dealing with giant spiders (which, honestly, are way more terrifying than the ones in Return of the King), Gandalf is playing detective in a haunted ruin. It’s cool to see the "White Council" lore expanded, but it often kills the pacing of the main quest. You’re constantly being pulled away from the Mountain just when things get interesting.
- The Spiders of Mirkwood: A masterclass in horror-lite. The whispering voices of the spiders that only Bilbo can hear (thanks to the Ring) adds a layer of creeping dread.
- Laketown’s Aesthetic: It’s grimy, damp, and feels like a real, lived-in place. Stephen Fry as the Master of Laketown is the kind of casting you just can't teach.
- The Ending: It’s one of the ballsiest cliffhangers in modern cinema. "What have we done?" Cut to black. People were furious in theaters, but man, it made you want that third movie.
The technical side of Middle-earth
Technically, this movie was a monster. They used the Red Epic cameras. They shot in New Zealand, obviously, but the amount of digital set extension was way higher than the original trilogy.
This is where the "look" of the films changed. Everything became a bit more saturated, a bit more "glowy." Some people hate it. They miss the grit of the early 2000s films. But The Desolation of Smaug uses that digital sheen to create a world that feels like a storybook come to life, rather than a historical documentary about a place that never was.
Real Talk: Is it actually a good movie?
It's better than the first and way more coherent than the third (The Battle of the Five Armies).
The middle film benefits from having the most "active" part of the story. The dwarves have a clear goal, the stakes are rising, and the villain is finally revealed. It’s the peak of the trilogy’s creative energy. Even the parts that don't quite work—like the over-reliance on CGI or the weird romance—are done with so much earnestness that it’s hard to stay mad at them.
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Jackson was clearly having fun here. You can see his horror roots in the Mirkwood scenes and his love for slapstick in the barrel chase. It’s a messy, beautiful, overstuffed piece of fantasy cinema.
How to get the most out of your rewatch
If you're going back to watch The Desolation of Smaug today, don't just put on the theatrical cut. The Extended Edition adds about 25 minutes of footage. Most of it is fluff, but some of it—especially the scenes involving Thrain in Dol Guldur—actually helps the Gandalf subplot make a lot more sense.
Also, pay attention to the sound design. The way Smaug’s voice was mixed with low-frequency growls was designed to vibrate the seats in theaters. If you have a decent home theater setup, it’s still one of the best-sounding movies out there.
Actionable Next Steps for the Tolkien Fan:
- Watch the "Smaug" Mo-Cap Featurettes: Search for the behind-the-scenes footage of Benedict Cumberbatch crawling around on a carpeted floor in a mo-cap suit. It’s hilarious, but it also shows the sheer physicality he brought to a digital character.
- Compare the Mirkwood Chapters: Re-read the Mirkwood section of the book. It’s surprisingly short. Seeing how Jackson expanded those ten pages into nearly an hour of film is a fascinating study in adaptation.
- Check out the Howard Shore Score: Listen to the track "Beyond the Forest." Shore’s work on the second film is arguably his most complex in the Hobbit trilogy, blending the playful dwarf themes with the dark, heavy brass of the dragon.
- Look for the Cameos: Peter Jackson appears right at the beginning of the movie in Bree, biting into a carrot. His daughter, Katie Jackson, also appears as the barmaid in The Prancing Pony.
The film isn't perfect. It's bloated and takes huge liberties with the source material. But as a piece of high-budget spectacle, it remains a high-water mark for what you can do with a dragon and a dream.