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A dwarf named Thorin Oakenshield (Richard Armitage) sits in a pub on the cusp of trouble when a grey-bearded wizard named Gandalf (Ian McKellen) joins him. Words are exchanged, and Thorin is convinced of a plan to lead an expedition to reclaim the Lonely Mountain from the dragon in its bowels and restore it as home to the dwarves. Twelve months later, per onscreen text (and a wink from director Peter Jackson showing viewers that he can make expeditious cinema when he sets his mind to it), we rejoin Thorin, Gandalf, Bilbo Baggins (Martin Freeman) and a handful of unimportant dwarves right where we left them at the end of The Hobbit: An Unexpected Journey.

The gang takes refuge in the home of a bearish man named Beorn, and the next day they enter the incredibly dangerous black forest on their way to the mountain. This is Gandalf’s cue to wish them luck, say he’ll meet them on the other side, and then leave the little bastards eating his pony dust. Typical dick move by Gandalf.

The void left by his absence is filled with near death by way of giant spiders, moody elves, angry orcs, petty humans, and one eloquent but very ornery dragon named Smaug (voiced by Benedict Cumberbatch).

The end.

“Dad, why are there dwarves climbing out of our toilet? Will they bring us luck?”

It’s probably safe to say that Jackson’s three-film adaptation of J.R.R. Tolkien‘s 300 page novel, The Hobbit, will eventually make for a wonderfully detailed nine hour fantasy epic, but we’re not to that point just yet. As with part one, Jackson’s second entry in The Hobbit trilogy is seemingly content filling the screen with (mostly) impressive visual effects and (mostly) familiar characters, but he’s also satisfied telling only part of a story. Trilogies by their very design tell a grand, over-arching tale, but each installment should still feature smaller stories so that they can function at least to some degree as standalone films.

Jackson managed that very thing with his Lord of the Rings trilogy, an achievement no doubt helped by the fact that the three films were based on three novels, but try as he might that accomplishment eludes him with The Hobbit. Which, again, is a single 300 page book. Fortunately, this is the only area where The Desolation of Smaug is less successful than its predecessor. Unfortunately, that’s a pretty damn big area.

Free of having to provide much in the way of setup, the second Hobbit film spends more time immersing Bilbo and friends into action set-pieces. Better than the sheer frequency is the increased quality starting with a nightmarish stretch involving a creepy clutter of Buick-sized spiders. A later sequence seeing Smaug and Bilbo play cat and mouse (respectively) is equally well done thanks not only to the visuals but to Cumberbatch’s menacingly velvet vocals.

Both pale beside the film’s centerpiece which sees the dwarves and their burglar friend escaping captivity and a squad of orcs by way of empty barrels and a fast-moving river. It’s easily the most exciting and energetic scene that Jackson has delivered in the last decade thanks to sharp effects, edge-of-your-seat thrills, and some tension-relieving laughs. It’s also one of the two reasons to watch the film on the biggest screen possible.

The other being Evangeline Lilly. Obviously. Lilly plays Tauriel, an elf added by Jackson and his fellow screenwriters to keep the film from being a hairy-footed sausage fest. She proves quite capable with both fast-moving action scenes and with the more dramatic character moments she shares with the dwarves and the film’s second prettiest elf, Legolas (Orlando Bloom). Freeman remains a joy as Bilbo, but his part in this already truncated story seems relatively light for a title character. In fact, there’s a very real possibility that Smaug has more dialogue.

Even aside from a lack of a first or third act, other script issues abound. Gandalf remains a terribly ineffectual wizard, and the dwarves are the biggest group of quitters the world’s seen since France opened their front door to find Germans selling GirlKraut cookies and forced occupation. Suspense and tension are dramatically reduced due to this ostensibly being a kids movie (beheadings and all) meaning the good guys are never in any real danger even though there’s a surplus of dwarves here just begging to be whittled down. Smaug is Hannibal Lecter-cool and smart but then suddenly becomes a bumbling stooge when necessary. And Bilbo’s ring continues to be the giant eagle of hand jewelry in its ability to get him and the others out of sticky situations again and again. It’s easy to claim these elements are all lifted directly from Tolkien’s book, but it’s called an adaptation for a reason. Things can and often should be changed.

But fine, let’s pretend that story doesn’t matter and movies shouldn’t be judged based strictly on what we see and hear between the opening and closing credits. Let’s live in a world where a film can not only consist entirely of a second act but be rewarded for it as well. Let’s be content simply with the fact that Jackson has brought a literary classic to glorious (and occasionally amazing) visual life and not question the less impressive aspects. Let’s– aww forget it. Let’s make Evangeline Lilly a movie star.

The Upside: River sequence is incredibly fun and well-crafted; Smaug looks amazing; Evangeline Lilly’s Tauriel is the best and kindest and sexiest elf ever

The Downside: Nothing resembling a standalone story; too many scenes feel extraneous and drawn out; nothing is accomplished; the hobbit doesn’t get as much screen time as the title would suggest he should

On the Side: Benedict Cumberbatch apparently studied reptiles in the London Zoo to prepare for his portrayal of Smaug. No, it wasn’t to find out what the lizards say, it was because he also did some motion-capture work for the role.

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