The Hobbit: The Desolation of Smaug (PG-13) ★★★½

Give Martin Freeman an empty room and he'll give you comedy. The best parts of The Hobbit: An Unexpected Journey — an admittedly mishandled movie in large — involved his subdued grimaces, his Chaplinian waddling, and the way he carried himself with equal parts neurosis and snark in every scene. If there is one primary misstep of An Unexpected Journey's terrifically improved sequel, The Desolation of Smaug, it is the spiritual absence of Bilbo Baggins.

Freeman's good-natured but disgruntled Hobbit takes a backseat to the Dwarf team in this chapter of Peter Jackon's three-part saga, distributing the heavy lifting among the front lines of the bearded mooks. Thankfully, we're not shafted with too much "Thorin's destiny" backstory, instead focusing on the trek forward, through far more interesting terrain than we got last time around. The Dwarves voyage through a trippy woodland that'll conjur fond memories of The Legend of Zelda's unnavigable forest levels and inside the borders of Lake-town, a man-occupied working class monarchy that is more vivid and living than any place we have seen yet in the series. And while Unexpected Journey's goblin caverns might have been cool to look at, none of the quests in Desolation feel nearly as close to a tangential detour. Every step the Dwarves take is one that beckons us closer to the central, increasingly engaging story.

Desolation is not entirely without its curiosities. While Gandalf's mission to meet the Necromancer serves to connect the Hobbit trilogy to the Lord of the Rings movies, the occasional cuts over to the wizard's pursuits are primarily distracting and just a bit dull. Although we're happy to welcome the Elf race back into our Middle-earth adventures, it's easy to imagine a version of this story that didn't involve side characters like Legolas and Kate... I mean, Tauriel... and still felt whole (perhaps even more cohesive). The latter's love affair with hot Dwarf Kili seems like a last minute addition to the canon, and one not built on anything beyond the cinematic rule that two sexually compatible attractive people should probably have something brewing alongside all the action.

The Hobbit: Desolation of SmaugWarner Bros.

But the most egregious of crimes committed by Desolation is, unquestionably, the shafting of Bilbo Baggins to secondary status. Yes, he proves himself a savior to his fellow travelers four times in the film, but long stretches of action go by without so much as a word from the wide-eyed burglar. When he finally takes center stage in his theatrical face-off with Smaug — an exercise in double-talk reminiscent of Oedipus outsmarting the Sphinx — the film picks up with a new, cool energy, with a chilling fun laced around the impending doom of their back-and-forth. We've been waiting since the first frames of Unexpected to see how the dragon material will pay off, and it does in spades... albeit in the final third of Desolation, but with equal parts gravitas and fun, to reunite us with our Tolkien passions once more.

Benedict Cumberbatch's dragon doesn't do much to subvert expectation — he's slithering, sadistic, vain, manipulative, and vaguely Londonian. But tradition feels good here. Smaug's half hour spent toying with the mousey Bilbo (who does get a chance to showcase his aptitude at small-scale physical comedy here) is terrific in every way.

Its Hobbit problem aside, Desolation proves itself worthy of Bilbo's past proclamation. "I'm going on an adventure!" more than pays off here, in the form of mystifying boat rides, edge-of-your-seat efforts in dragon slaying, and the most joyful action set piece we've seen in years. Twelve Dwarves, twelve barrels, and one roaring river amounts for enough fun to warrant your trip to the theater for this latest outing into Middle-earth.