Honestly, sequels usually suck. They're often just bridges, filler content meant to get you from the setup to the big finale without actually saying much. But The Hobbit: The Desolation of Smaug is a weird, loud, golden exception to that rule. Released in 2013, it had a massive burden to carry. It had to fix the "slow start" complaints people had about An Unexpected Journey while setting up a war it didn't have the screen time to finish yet.
Peter Jackson took a massive gamble here. He leaned into the "Middle-earth as an action sandbox" vibe. It worked. Mostly.
If you go back and watch it now, the movie feels different than it did a decade ago. It’s the middle child of a trilogy that everyone loves to compare to Lord of the Rings, which is inherently unfair because the source material is a whimsical children's book, not a sprawling epic of geopolitical collapse. But in this second installment, Jackson found a groove that felt both dangerous and incredibly imaginative.
The Smaug Factor: Why CGI Dragons Rarely Look This Good
Let’s get the big guy out of the way. Smaug.
Weta Digital did something borderline miraculous with the dragon. Usually, when a movie spends this much money on a giant lizard, the result is a stiff, scaly tank. But Smaug, voiced with a terrifyingly oily charm by Benedict Cumberbatch, has personality. He’s arrogant. He’s lazy. He’s ancient.
The sequence where Bilbo Baggins—played with frantic, stuttering brilliance by Martin Freeman—wanders into the treasure hall is arguably the best thing Jackson has directed since 2003. It’s a masterclass in scale. You see Bilbo, this tiny, insignificant creature, standing on a literal ocean of gold coins. Then, the gold starts to shift.
It’s not just a monster reveal; it’s a character introduction. Cumberbatch didn't just provide a voice; he did motion capture for the dragon’s facial expressions and slithering movements. It shows. When Smaug narrows his eyes at Bilbo, you aren't looking at pixels. You’re looking at a predator playing with its food.
The dialogue stays surprisingly close to Tolkien’s prose here, too. "Truly songs and tales fall utterly short of the reality, O Smaug the Tremendous," Bilbo says, trying to flatter his way out of being incinerated. It’s tense. It’s funny. It’s perfect.
Legolas, Tauriel, and the Controversy of "The Add-Ons"
Now, we have to talk about the stuff that wasn't in the book. This is where the fan base usually starts throwing chairs.
Evangeline Lilly’s Tauriel was a total invention for the film. Peter Jackson and Philippa Boyens felt the movie was a "sausage fest" and needed a female perspective. Was she necessary? From a lore perspective, no. But from a pacing perspective, the Elves of Mirkwood needed a face. They couldn't just be nameless archers.
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The love triangle with Kili the Dwarf? Yeah, that’s where things get shaky. It feels a bit like a studio mandate to keep the "young adult" demographic engaged. It’s distracting. It takes away from the urgency of the quest. But if you look past the romance, Tauriel as a character is actually quite formidable. She represents a younger, more empathetic generation of Elves who aren't content to just sit in their forest and let the world burn.
And then there’s Legolas. Orlando Bloom came back with blue contacts that looked a bit too bright, but he brought that "superhero elf" energy back to the screen. The barrel sequence is the peak of this.
You know the one.
The Dwarves are in barrels, floating down a river, being chased by Orcs, while Legolas is basically surfing on Dwarf heads and shooting three arrows at once. It’s ridiculous. It’s "video gamey." But God, it’s fun to watch. It’s the kind of high-octane spectacle that makes The Hobbit: The Desolation of Smaug stand out from the more somber, grounded moments of the original trilogy.
The Necromancer and the Creeping Dread
While the Dwarves are busy getting nearly eaten by giant spiders in Mirkwood (a sequence that still gives me the creeps), Gandalf is off doing side quests.
This is where Jackson used the Appendices of The Lord of the Rings to flesh out the story. We see Gandalf investigating Dol Guldur. We see the return of the Nine. We see the shadow of Sauron.
Some people argue this distracts from Bilbo’s story. They aren't entirely wrong. However, it provides the "connective tissue" that makes this feel like a prequel rather than just a standalone adventure. Seeing Ian McKellen face off against a literal shadow—the "Necromancer"—is chilling. It reminds the audience that while Bilbo is worried about a dragon, the entire world is actually on the brink of an apocalypse.
The visual design of Dol Guldur is stunning. It’s all jagged stone and oppressive greys, a stark contrast to the lush greens of the Shire or the golden hoard of Erebor. It keeps the stakes high.
Why Mirkwood Still Holds Up
- The psychological horror of the "turning path."
- The practical effects on the spiders (mostly).
- The introduction of Thranduil’s cold, isolationist royalty.
- The sense of exhaustion and starvation among the company.
Thranduil, played by Lee Pace, is a scene-stealer. He’s not a villain, but he’s definitely not a hero. He’s a king who has seen too much death and has decided that "isolationism" is the only way to survive. Pace plays him with a shimmering, icy disdain that makes every interaction with Thorin Oakenshield feel like a powder keg about to blow.
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Lake-town: The Industrial Decay of Middle-earth
When the movie hits Lake-town, the vibe shifts again. Suddenly, we aren't in a high-fantasy forest or a magical mountain. We’re in a slum.
Lake-town is dirty. It’s cramped. It’s governed by a corrupt, bloated Master (Stephen Fry) and his sniveling lackey, Alfrid. It feels lived-in. This is where we meet Bard the Bowman, played by Luke Evans. Bard is the "everyman." He’s a father trying to feed his kids in a city that’s literally rotting on top of a lake.
The production design here is incredible. The wood is weathered. The water is murky. You can almost smell the salt and the fish. It adds a layer of "humanity" to a story that is otherwise dominated by ancient spirits, legendary kings, and mythical beasts. It shows us what the ordinary people of Middle-earth are losing while the "great" powers squabble over gold and crowns.
The Problem with the Ending
We have to address the elephant in the room. Or rather, the dragon in the sky.
The movie ends on a cliffhanger. A massive, frustrating, "see you next year" cliffhanger.
Bilbo watches Smaug fly toward Lake-town, covered in molten gold (a plan by the Dwarves that, let’s be honest, made zero sense and achieved nothing), and whispers, "What have we done?"
Then? Black. Credits.
In 2013, audiences were furious. It felt like the movie just stopped in the middle of a scene. Looking back, it’s still a jarring choice. Most trilogies try to give each film a "mini-resolution." The Desolation of Smaug doesn't bother. It’s 161 minutes of buildup that leads directly into a 10-minute climax that was saved for the third movie.
Is it a flaw? Yeah. Does it ruin the experience? Not really, especially now that you can just click "next" on a streaming service. But as a piece of cinema, it’s a bold, slightly annoying middle chapter.
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Technical Mastery and the 48 FPS Experiment
One thing people forget is that Jackson shot these movies in 48 frames per second (HFR).
At the time, it was touted as the future of cinema. In reality, it made everything look like a high-definition soap opera. The sets looked like sets. The costumes looked like costumes.
Thankfully, on home release and in standard 24 FPS screenings, the movie looks gorgeous. The cinematography by Andrew Lesnie (his final Middle-earth film before his passing) is lush and golden. The contrast between the claustrophobic Mirkwood and the vast, snowy peaks around Erebor is striking.
Howard Shore’s score also reaches new heights here. The "Smaug Theme" is heavy on low brass and discordant notes, perfectly capturing the dragon's menace. It’s not as "hummable" as the Shire theme, but it’s far more atmospheric.
Actionable Insights for Your Next Rewatch
If you’re planning to revisit The Hobbit: The Desolation of Smaug, don't just watch the theatrical cut.
The Extended Edition adds about 25 minutes of footage. Usually, "extended" just means more walking. Here, it actually adds vital context. You get more of Beorn (the skin-changer), who felt criminally underused in the theatrical version. You also get more of the madness of Thrain in Dol Guldur. It makes the world feel bigger and the stakes feel more personal.
Also, pay attention to Thorin’s descent. Richard Armitage does a fantastic job of showing the "dragon sickness" starting to take hold. It’s subtle at first—a glint in his eye when he sees the mountain, a slight sharpening of his voice. He’s not the hero he was in the first movie anymore. He’s becoming the very thing he hates: a greedy king obsessed with status.
Final Reality Check
Is this movie perfect? No. It’s bloated. It has a romance subplot that feels forced. It ends right when it gets to the good part.
But it’s also the most "Middle-earth" the Hobbit trilogy ever gets. It’s full of wonder, terror, and incredible craftsmanship. It’s a movie that takes risks, even if they don't always land. Whether it's the sheer scale of the gold-filled halls or the terrifying intelligence of a dragon, it captures the "spirit" of adventure in a way few modern blockbusters manage.
Next time you watch, skip the debate about the book-to-screen changes. Just enjoy the ride. It's a wild, golden, fire-breathing journey that remains a high-water mark for fantasy cinema.
To fully appreciate the scope of this production, watch the "Behind the Scenes" documentaries on the Weta workshops. They spent months hand-crafting thousands of tiny gold coins just to make sure the physics of Bilbo sliding down the hoard looked authentic. That kind of obsession with detail is what makes Jackson's version of Middle-earth so hard to walk away from.