In the very first shot of The Hobbit: The Desolation of Smaug, director Peter Jackson is seen emerging from a Bree tavern, eating a carrot. Why? Because in The Fellowship of the Ring, he was famously seen eating a carrot in Bree, and Jackson is apparently not one to miss an opportunity to provide audiences with more of what they loved in his Lord of the Rings trilogy. Unfortunately, in each case, the first time was the charm.

You liked that interspecies love affair? Here you go, let’s invent an incredibly awkward one for you. Enjoyed Legolas surfing on a shield? Awesome, now he’ll surf on everything else! What’s that? You say you liked the creepy orcs? So shall you now have orcs on orcs on orcs. All the orcs. Orcs who have orcs who have orcs, and when they’re gone, you’ll be immediately assured that more orcs are on their way.

Desolation is the second of three films in Jackson’s elongated adaptation of J.R.R. Tolkien’s The Hobbit, an exercise that completely inverts the approach Jackson took in the triumphantly successful adaptation of Tolkien’s Lord of the Rings. I did the math when the first Hobbit installment was released last year, and calculated that while even the Extended Edition of Jackson’s Lord of the Rings eats up 1.6 book pages per minute, Jackson’s Hobbit takes almost two minutes to get through a single page of book. The complete Hobbit trilogy will run almost nine hours, just a couple of hours shy of the length of the unabridged Hobbit audiobook.

Looking back on my review of Jackson’s first Hobbit movie, I was surprised at how positive the review was. In the intervening year, it seems, my opinion of The Hobbit: An Unexpected Journey has been influenced downward by the often negative appraisals of other viewers. (Unexpected Journey is rated 65% fresh on Rotten Tomatoes; for comparison, none of the original Lord of the Rings films are below 90%.)

This new Hobbit has one big thing going for it: Smaug the dragon, who was the best part of Unexpected Journey even though he had only the last few seconds of screen time. As indicated in the title of Hobbit #2, we see a lot more dragon in this film—and, fortunately, we hear a lot of him as well, voiced by the preciously-named, infamously crush-worthy, and deliciously sinister Benedict Cumberbatch.

As badass dragons go, Smaug is a tricky character to dramatize: as written by Tolkien, the dragon is incredibly formidable but also as chatty as a mahjong lady. Sample Smaug dialogue from the novel: “I don’t know if it has occurred to you that, even if you could steal the gold, bit by bit, you could not get it very far? Bless me! What about delivery? What about the cartage?”

Jackson’s realization of Smaug is a triumph: a nightmare of leathery bone seemingly inspired by  research into dinosaur physiology, the dragon is both powerful and awkward, a creature of the air stumbling through a treasure-filled cave. Jackson was lauded for the performance he enabled Andy Serkis to give as the CGI Gollum in Lord of the Rings; Desolation is Jackson’s first completely Gollum-free Tolkien movie, but with Smaug, he succeeds spectacularly in a similar vein.

Throughout Desolation, one has to appreciate Jackson’s mastery of his medium. A battle between the wizard Gandalf and the evil, formless Sauron is a wonder to behold, with a trippy conclusion that flirts with 2001 levels of far-outitude. A river roustabout between elves and orcs, while absurdly implausible as a battle (Platoon this ain’t), is a visual symphony of computer-generated objects whipping around in three computer-generated dimensions.

Those orcs, though. Those elves, too. The beauty of Tolkien’s Hobbit is its simplicity: it’s one of the great quest stories, in which a band of adventurers confront a series of foes as they travel into the dark heart of risk and reward. Jackson—writing the screenplay with Fran Walsh, Philippa Boyens, and Guillermo del Toro—stretches that simple story to its breaking point and fills the gaps with some material imported from Lord of the Rings, some material taken from Tolkien’s other Middle-Earth notes and stories, and a lot of stuff Jackson just pulled out of his ass.

Thus the White Orc with a grudge, thus the major role for Legolas (a Lord of the Rings character who didn’t appear in the Hobbit novel), thus the romance between a minor dwarf and an invented elf, thus the elaborate Desolation subplot involving a man who Tolkien had arrive on the scene just in the nick of time to do what he needed to do and be done with it.

The problem here isn’t that Jackson’s changing Tolkien—after all, if we wanted precisely the book, we could all just stay at home and read—it’s that the new material all feels like padding. If Peter Jackson weren’t Peter Jackson and he went to a studio with this Hobbit as an original nine-hour fantasy picture, one would hope that a good editor would tell him to trim all the stuff that’s not directly about Bilbo the hobbit and his dwarf friends trying to reclaim their treasure from the dragon—in other words, just keep the stuff that Tolkien put in the book in the first place.

The Desolation of Smaug is full of fire and brimstone and growling orcs and elaborate pulley systems, and much of that spectacle is compelling to watch—but the few moments that remind us what made Jackson’s Lord of the Rings so special are all small scenes involving Bilbo (Martin Freeman, the inspired aptness of whose casting was the one thing everyone immediately agreed upon when the first Hobbit film was released).

The best among those scenes is a private standoff between Bilbo and Thorin (Richard Armitage, whose dwarfish mojo is even more overblown here than it was in An Unexpected Journey). Bilbo has a royal token—no, not that royal token, which he also holds—that Thorin wants. The corrosive influence of power is one of Tolkien’s great themes, and in this quiet confrontation, Jackson causes us to wonder whether this thing that Thorin and his kin have risked their lives to reclaim is going to result in the rebalancing of power, or just in the dropping of an inevitably damning yoke upon yet another pair of mortal shoulders.

Power is a burden; that much is clear from both Tolkien’s and Jackson’s versions of this classic tale. The more it’s used, the more it consumes its user. Helming this Hobbit was a burden that Jackson initially tried not to bear; though these new Middle-Earth sagas are undeniably impressive, when they’re through, it’s clear that Jackson will be very ready to relinquish the Rings—and so will we.

– Jay Gabler