ANT-MAN Delivers Solid Marvel-Style Action

 ANT-MAN Review:

- Marvel has very smartly shaken up their go-to formula over the last few years. Guardians of the Galaxy went full on comic-book-cosmic-weird, and Captain America: The Winter Soldier paid homage to 70's-era paranoid political thrillers. But ANT-MAN is a return to the tried-and-true, "How To Make Movies The Marvel Way" template. It's not a bad thing - the movie is light, fun, funny, and breezily entertaining. But it also feels fairly slight and forgettable. There's not enough unique or memorable enough about Ant-Man for it to leave much of a lasting impression. Indeed, the most interesting thing about the film may be the future storyline possibilities it teases. First though, we must get through the obligatory origin story. As far as obligatory origin stories go though, you could do a lot worse.

ANT-MAN gets a lot of mileage out of its titular hero being played by the great Paul Rudd. Rudd is pretty much the perfect Marvel superhero lead - a versatile actor who happens to have impeccable comedic timing - and, as expected, he makes Ant-Man/Scott Lang into a likable and easy-to-root-for protagonist. Rudd's natural likability helps sell Lang as a noble ex-con, whose driving motivation is to spend time, post-divorce, with his daughter and find a way to course-correct his life. Lang is given that opportunity by Hank Pym (Michael Douglas) - the original Ant-Man. Pym and his daughter realize that their scientific work is being jeopardized by the sinister Darren Cross - Pym's protege, who is out to uncover and replicate Pym's secret size-control tech, with the goal of weaponizing it and making big bucks by selling it to the highest bidders. Pym needs professional thief Lang to break into his own corporate HQ and sabotage Cross' dangerous device. Lang agrees, and recruits his crew for one last big heist, after which Lang hopes to finally - with Pym's help - go straight and put himself on a new and better path.

But what Lang least expects is that part of the job involves donning Pym's old Ant-Man suit and mastering the art of strategic shrinking. The suit and the power comes with it means that Lang's journey isn't just about pulling off one last heist, but also about becoming a bonafide superhero in the process. What's fun about Lang is that he is a unique character in the Marvel Cinematic Universe - a crook-turned-hero who, even after he gets the Ant-Man suit, is basically just a regular dude. Not a scientific genius or a multimillionaire - just a guy who happened into an extraordinary set of circumstances. And again, Rudd pulls it all of to a T and makes Scott Lang feel like both a unique addition to the MCU, and like a character who fits right in to the tapestry of this world.

In fact, a lot of the most fun moments of Ant-Man are those that tie the film in to the larger MCU, even filling in some timeline gaps that had yet to really be explored in prior entries. I got a huge kick, for example, out of seeing a 60's-era Agent Carter (the now-iconic, to me, Haley Atwell)  interact with Howard Stark and a de-aged Michael Douglas (thank to some truly mindblowing special f/x wizardry) at S.H.I.E.L.D.. There's also a really entertaining throwdown between Lang and Anthony Mackie's Falcon, that felt like the kind of misunderstanding-leads-to-fisticuffs fight that have long been a staple of Marvel Comics.

Rudd shines, but the whole cast of the film is very, very strong. Douglas is clearly having a lot of fun playing Hank Pym, and his presence brings some veteran gravitas to the table. Corey Stoll, also starring on FX's The Strain, is clearly in his element as smarmy scientist-turned-supervillain Cross, aka Yellowjacket. I'm a fan of Stoll (could have been a fun Lex Luthor ...), and he chews scenery here with aplomb. The only downside to his character is that, in my view, he's too much of the typical Marvel-movie villain - going from a guy who's just sort of a jerk to a murdering, costume-wearing, sociopath supervillain without much explanation.

But the two surprise stand-outs of ANT-MAN are Michael Pena and Evangeline Lily. Pena is always great, but I say he's a surprise because I didn't even realize he was in the movie going in. But as Lang's right-hand-man, Pena kills it. He plays a would-be gangsta, bumbling thief - and he's absolutely hilarious, elevating this potentially marginal role into one of the film's most memorable turns. Similarly, while I'm a fan of Lily's, I wasn't sure what to expect from her in this film, playing Hank Pym's daughter Hope. As it turns out, Lily is incredibly badass in the movie. Not only does she run the show at Pym's company, but it's actually Hope who teaches Lang how to kick ass and take names. If nothing else, the movie leaves you wanting more of Hope, and hoping (pun intended) that she'll have an even larger and more hands-on role to play in future Marvel movies.

To that end, where ANT-MAN fumbles a bit is that it plays things, overall, pretty safe - even as it seems to want to be way crazier than it is. Perhaps that's the leftover DNA of the film as originally conceived by mad-genius writer/director Edgar Wright. What was exciting about Wright's involvement was the notion that a Marvel movie would break from the mold and go crazier and weirder than we'd yet seen. But every time this version of the film hints at a left-turn, it ends up staying the course. Hope is the perfect example. Intended or not, Lily's Hope is a show-stealer, and the movie leaves us crossing our fingers that Hope will get her turn at bat to be a proactive, ass-kicking superhero in her own right. But the film proves too by-the-numbers to throw us that curveball, and leaves Hope mostly on the sidelines - to play the all-too-prevalent part of undeveloped love interest - despite all signs pointing to her total untapped potential as a Wasp-y companion to Lang's Ant-Man. Sure, it could happen in future films, but why delay the gratification? Break the mold, I say, and go a little crazy. Another tease happens when Lang goes so microscopic that he enters the sub-atomic, quantum realm. For a moment, I thought the movie might go full, Guardians-level insane on us. But it quickly pulls back, as if to say: "sorry, but you're not yet ready for that jelly just yet."

Director Peyton Reed is not bad. He gives us some really fun sequences of a shrunken Ant-Man in a giant-sized world, and his ability to nail comedic sequences is on-point. But overall, there is a workmanlike quality to Reed's direction that delivers action in a fun but very straightforward manner. A lot of scenes, I think, could have benefited from a loopier, trippier aesthetic.

The timing of ANT-MAN's release feels opportunistic. After the bloat of Avengers: Age of Ultron, there is indeed something refreshing about the next Marvel movie being a much smaller-scale, more straightforward, light-on-its-feet, back-to-basics superhero story. ANT-MAN is eminently likable - it's fun, has a great cast, and it gives us a hero in Scott Lang who is clearly going to be a great addition to the MCU (and really, who isn't excited to see Rudd's Ant-Man meet Tony Stark, Steve Rogers, and the rest?). The downside is that ANT-MAN lacks the major "wow" moments that would have really put it over the top, or the unique aesthetic that would have, in the long-run, made it truly distinct from the glut of other Marvel origin movies. As is stands, ANT-MAN is very watchable, very solid - but not quite the next Marvel classic.

My Grade: B+

THE HOBBIT: THE BATTLE OF THE FIVE ARMIES Concludes The Middle Earth Odyssey In Epic Fashion

THE HOBBIT: THE BATTLE OF THE FIVE ARMIES Review:

- And so it ends. After six movies and two trilogies, Peter Jackson's sprawling Tolkien adaptation is complete. And for that, I am sad - and, also, eternally grateful for what Jackson and his team have given us. Look, I get that a certain cynicism about Peter Jackson, The Lord of the Rings franchise, and this third Hobbit movie in particular has crept into both certain circles of fandom and the mainstream press. The Hobbit should not have been three movies. Peter Jackson has fallen in love with CGI at the expense of practical f/x with tangibility and soul. The Hobbit films have gotten so wrapped up with elves, dwarves, giant troll monsters, and the massive wars they wage that the titular Hobbit himself has all but gotten lost in the fray. I get it, and to some extent I agree with the knocks. But I also still love these movies, and I still think that they have a magic and a heart and soul that only Jackson could give them. You can pick 'em apart, sure, and god knows people have. But with these movies, and with FIVE ARMIES in particular, my doubts are overshadowed by a feeling that this version of Middle Earth - filled with amazing sights and memorable characters - is one of the greatest fictional worlds ever brought to life on screen. THE BATTLE OF THE FIVE ARMIES is, to me, a fitting goodbye to that world, a movie that's packed with action, but that also poignantly brings the series full-circle, and to a satisfying conclusion. I walked away with a smile on my face, but also with a lingering sadness that the end of this film marked the end of something truly special.

Over the course of multiple reviews I've talked about what makes Jackson's Middle Earth movies so uniquely great - but I'll talk about all of it just a little more here. Let me start by talking about the world-building. Maybe we take it for granted with these films, maybe we just figure that Tolkien laid so much groundwork, that ... of course these movies would follow suit. But look at how many fantasy and sci-fi film franchises feel like they take place in loosely-constructed, not well-thought-out worlds. We live in a cinematic age now where countless YA adaptations feel that a world based on a simple hooky gimmick is enough. But Jackson never took shortcuts with his Middle Earth films. These are lived-in, breathed-in stories, with history and lore and no detail taken for granted. Jackson and co. truly brought Middle Earth to life, and in my view that absolutely cannot be discounted. BATTLE OF THE FIVE ARMIES serves as an exciting culmination of all that, bringing together the disparate factions and peoples of Middle Earth in a way that's often thrilling.

Of course, part of the thrill of seeing these conflicts play out is in watching such accomplished actors pitted against one another. There's a climactic scene in FIVE ARMIES in which Middle Earth's various great powers collide in a confrontation with a returned and slowly-but-surely re-powered Sauron. It's Ian McKellan, Hugo Weaving, Cate Blanchett, and Christopher Lee all being completely and utterly awesome. Not just because they're great actors, but because over the course of six films these actors have wholly and unashamedly committed themselves to these characters. McKellan *is* Gandalf. Weaving *is* Elrond. Blanchett *is* Galadriel, and Christopher Lee - 92 by-god-years-old and still kicking ass - *is* Saruman, and hot damn, the man deserves some sort of award for being possibly the greatest and most badass person alive. In any case, these actors and so many others have really gone above and beyond the call of duty for this franchise. Specific to FIVE ARMIES, I of course have to mention Martin Freeman. In a year in which he's impressed as Watson on Sherlock and as Lester on Fargo, he again nails the part of Bilbo Baggins - bringing the same sort of understated expressiveness and comic timing to this role as he did to those others. Few doubted that Freeman could pull off a great Bilbo, but I think his excellence in these films is oft overlooked. In this final chapter, Freeman's Bilbo has ample opportunity to shine, even in the midst of many conflicts that at times overshadow Bilbo's hero's journey. In particular, I loved the interplay between Freeman and Richard Armitage's Thorin. Thorin, here, finally goes almost-full-villain - mad for power and corrupted by the cursed treasure won from Smaug. Armitage really kills it and nails the character's descent into darkness and eventual return to the light.

Freeman and Armitage's fantastic performances need to be talked about. So too do the incredible visuals of this movie. Yes, I agree with the masses who wish that the original trilogy's more "solid" look was kept for the prequels - which suffer at times from too-glossy CGI that hampers the believability of some scenes. At the same time, I feel like these complaints sometimes come at the expense of giving Jackson the proper credit he deserves as a director and visual stylist. For every moment in FIVE ARMIES where I wished that perhaps there was a bit less CGI, there are several more in the film that just plain wowed me with their visual splendor. There are so many scenes that are just gorgeously framed, that look like the Tolkien-inspired illustrations I saw as a kid come to glorious life. Jackson is still a master at doing those iconic storybook-esque shots that make the film seem *un-real* in the best way possible - fantastic and painterly and larger-than-life. Jackson's large-scale action is still in many ways the best in the biz. His sense for portraying size and scope is unmatched, even if chaos occasionally overwhelms geography and cohesion. But still, the big battle scenes in this film are epic as all hell. At the same time, there are smaller moments in the movie that just look and feel perfect. I'm thinking, in particular, of a quiet scene towards the end of the movie in which Bilbo and Gandalf sit and reminisce about the adventure they've had. Talk about storybook visuals - the scene looks like something out of a Hildebrandt painting. So to those who endlessly knock Jackson's visual storytelling abilities (especially those who don't also acknowledge his unmatched strengths), my perspective is: I don't think we're watching the same movies here.

On a related note, the entire production team on these movies needs major kudos. The costumes, the sets, the overall aesthetic of the Middle Earth films is just so, so good. And it really shines here as armies converge - each meticulously adorned in unique armor and clothing. These films are simply awesome to spend time with. And a huge part of that is the impeccable production and art design. And the music. I mean, that music. Howard Shore's various LOTR themes are modern classics, and these Hobbit films have carried on the tradition of having absolutely epic, atmospheric, at times haunting scores. I will say that FIVE ARMIES does an excellent job of mixing in classic Middle Earth themes at just the right moments. Conversely, I love some of this trilogy's newly-created themes. The Laketown theme is, to me, a new classic.

So what doesn't work in FIVE ARMIES? Let me list my main gripes that keep the movie from being *as* good as it could have been:

a.) Not enough Bilbo. In general, I agree with the general sentiment that The Hobbit didn't necessarily need to be three movies. I always liked the fact that the book was a simple fantasy story that then set the stage for a much more sophisticated and sprawling epic. But oddly, FIVE ARMIES feels a bit rushed, in that so much is going on that the trilogy's central thematic throughline (at least in theory) - Bilbo's journey - seems to get shortchanged. To it's credit, the movie comes back around to Bilbo by the end, and sort of makes up for leaving him on the sidelines for much of the movie's middle. But what did irk me a bit is that Bilbo's story and character arc is slighted in favor of stuff we didn't need. The movie has too much Legolas, for example. We got enough of him in LOTR - we didn't need even *more* extraneous scenes of him kicking ass in this one. There's also a bit too much time spent on Laketown's comically conniving villain Alfrid, who is better, I think, in small doses.

b.) Battles that lack cohesiveness. Late in the movie, as the film shifts its focus from the main battleground to more personal fights, I couldn't help but feel a bit frustrated that elements introduced in the war scenes never got proper resolution. For example, we see giant sandworms introduced by the evil orc army, but we never see how they are defeated by the allies. Later, I had to roll my eyes a bit when a familiar deux ex machina from the original trilogy returns to serve as the tide-turners in the war. Lame.

c.) Too much cartoon-physics. I get that this is Middle Earth, and I am aware that in LOTR we got Legolas sliding down the tail of a beast as if surfing. But that was one funny/kewl moment. In FIVE ARMIES, we get several of those moments, that come right in the heat of otherwise intense battle scenes. It's one thing when an entire sequence is staged with a certain aesthetic - i.e. the barrel scene in Desolation of Smaug (which I love). But to insert random videogame moments into gritty battles is sort of annoying.

d.) That Strider call-out. There's one super cringeworthy moment in the movie - a bit of unnecessary foreshadowing of LOTR that feels very forced. Should have been left out, or at least handled in a more organic fashion.

Those were my chief complaints, really. And though I have those grievances, they are still not enough to turn me against FIVE ARMIES or Jackson's Hobbit trilogy in general. I would have loved a single, simple Hobbit movie that related to the LOTR trilogy in the same way the book does. But I take these for what they are, and I can't deny that I've enjoyed them. And there really is a lot to love. In addition to stuff I've already mentioned - the great performances, the visuals, the music, the world-building - I could spend paragraphs giving shout-outs to all the stand-out stuff in this film. Here are a few. Evangeline Lilly's Tauriel adds a strong female character to the story, and she's just kick-ass in general. Lilly is great in the part, and you can't help but root for her worlds-collide would-be romance with the dwarven Kili. Billy Connelly! The beloved comic and actor appears in FIVE ARMIES as leader of a dwarf army, and man, I grinned bigtime when I heard that distinctive Scottish-accented voice rally his diminutive troops to battle. Lee Pace is also, again, sort of great as Elven king Thranduil. The Piemaker does a great job at playing the stoic, emotionally-distant monarch. Mark Hadlow as elder dwarf Dori is also great. He's sort of the heart and soul of this trilogy, in a way. Finally, I love the movie's ending. It's a perfect segue into Lord of the Rings, and it made me want to immediately go and watch the LOTR trilogy. Jackson manages to make the ending comforting and poignantly sentimental, all while hinting, slightly ominously, at dangers yet to come.

It's been quite the ride. I think back to the release of the original LOTR trilogy, and remember each of those films being a true pop-cultural mega-event. I was too young to have seen the original Star Wars trilogy in theaters at the time of their release - and these films felt like that sort of monumental moment for me. Not only that, but as a kid I'd read and loved and become perhaps slightly obsessed with Tolkien's fantasy novels, and seeing those stories realized on-screen in such epic fashion was an undeniable rush. The fact that, after so many fits and starts, Jackson and key cast members returned for The Hobbit - it was an unexpected bonus. And though these films have not been the masterpieces that the LOTR films were and are, they have been true pleasures nonetheless. To be able to visit Middle Earth again, to be able to go back to this world, to see these characters again - it's been not just fun, but in it's own way, sort of magical. As I said, you can critique and pick apart these films, but man, if you can't see the magic that happens when Sir Ian McKellan dons his wizard's cloak and becomes Gandalf the Grey ... you might need to turn in your film-fan card. I only hope that we continue to see genre films - be they from Jackson or others - that carry on the tradition of what Jackson and his team did with their Middle Earth odyssey. But what's special about these films is that they now exist as a sort of portal to this world. For years and decades to come, people will revisit this cinematic world when in need of some of that magic. They'll watch as a reminder that even the smallest and unlikeliest of creatures can make a difference. They'll watch when in need of fellowship, fantasy, and great adventure.

My Grade: A-

THE HOBBIT: THE DESOLATION OF SMAUG - An Action-Packed Return to Middle Earth

THE HOBBIT: THE DESOLATION OF SMAUG Review:

- The first HOBBIT film had its share of haters, but when I reviewed it last year I just couldn't bring myself to jump aboard the "I hate Hobbit" bandwagon. The facts are these: a.) no, The Hobbit was not quite on par with Peter Jackson's three Lord of the Rings films, b.) there was a sense that not only was Jackson a bit rusty when it came to crafting tales of Middle Earth, but that he was indulging some of his worst tendencies (overly-long narratives, overreliance on CGI wizardry) at the expense of the good, old-fashioned epic filmmaking that made LOTR great, and c.) these problems were further compounded by the rather unpleasant experience of seeing the movie in 48 frames-per-second, which gave the whole thing an overly-slick, overly-fake visual quality. But STILL ... with all that said, there was that magic in The Hobbit that was there, also, in LOTR. It was there in when the dwarves sang their Misty Mountain song, it was there when Gandalf reassured Bilbo that he could be of value to the group, and it was there when Bilbo encountered Golem for some long-anticipated Riddles in the Dark. You can't wholly quantify that magic, and to me the fact that it was still there in The Hobbit made it a movie that, despite its flaws, was still something special. Now, with the second Hobbit film, The Desolation of Smaug, I'm happy to say that those magical moments come faster and more frequently that in the first film. There's a sure-handedness to Jackson's direction that wasn't always there in Part 1. And there's a feeling that this, again, is something special. Yes, there are flaws. But I still came away with a feeling that these are the movies that Peter Jackson was born to make, and a Jackson-directed film set in Middle Earth is still one of the best things going in the modern era of movies.

The Desolation of Smaug picks up soon after the end of The Hobbit. Thanks to his ring of power, Bilbo Baggins is now more confident, and has become a more valued member of the group - comprised of himself, Gandalf, and a dozen or so dwarves - led by the increasingly driven Thorin Oakenshield. Thorin is more determined than ever to reclaim his people's now-abandoned homeland. In his way, however, are bands of roving orcs - including their leader (and Thorin's nemesis) Azog. The orcs - gaining numbers thanks to the increasing power and influence of their enigmatic leader (the Necromancer, aka the-once-and-future Sauron) - are an ever-present threat. But Bilbo and company also come across giant spiders, unstable shape-shifters, and not-so-friendly elves on their journey. It is the elves who sort of open up the movie and begin to expand its scope even further. Orlando Bloom's Legolas, of LOTR fame, re-emerges as a major player, along with Evangeline Lily's Tauriel.

Tauriel is a new, made-for-the-movies character who I have to say, is pretty great. She adds a great, kick-ass female character to what was a completely male-dominated storyline. And she adds an element of romance - as part of a quasi-love triangle with Legolas and dwarf Kili. I can see why some might be wary of this, but I've got to admit that the relationship between Kili and Tauriel actually ended up being one of my favorite parts of the film. There's some great, epic-romance dialogue between them that calls to mind some of the best scenes between Aragorn and Arwen in LOTR. And as for Lily, man, it's about time that she got to play a big blockbuster role like this one. She not only meets expectations as Tauriel, but far exceeds them. I mean, look, the woman was born to play a badass elf. I've also got to think that this will open the door for Lily to take on more high-profile action roles, because she effortlessly makes Tauriel into a strong, intriguing, and pretty-damn-badass character ... that I think even hardcore Tolkien devotees will warm to.

Overall, this film just seems to handle its characters better than in the first. Some of the dwarves still blend together a bit - but, in addition to Kili's role as love-struck rebel, there are several other standouts. Ken Stott's Balin, for example, really solidifies himself as the heart and soul of the group here, laying claim to numerous memorable moments as the group's elder statesman. And Thorin seems like a better-defined character here - showing shades of LOTR's Boromir - with his resolve to achieve victory slightly corrupting his sense of morality. Because of the film's expanded scope, Bilbo inevitably takes a backseat at times. But I wasn't too distressed about it, as Bilbo is still front and center for the film's biggest moments - including his fairly epic, climactic confrontation with the dragon Smaug. Martin Freeman seems a little more at home as gaining-confidence Bilbo (as opposed to the first film's more whimpering version), and he is, again, really really good in the role.

Sir Ian McKellan as Gandalf ... I've said a lot about this role and this actor over the years, but the guy is phenomenal and a cinematic treasure. I feel like Gandalf needs special mention here because he's got so many fantastic scenes in this film. Here's the thing: I totally get the complaint that some of Gandalf's side stories in this one may seem to some a bit extraneous and tacked on. And yet, how can you not love them? In The Desolation of Smaug, Peter Jackson gives us some of the coolest-ever Gandalf scenes. Namely, the imagery and epicness that we get during Gandalf's infiltration of the Necromancer's fortress is just off-the-charts. Nothing brings a smile to my face when Jackson gives us larger-than-life imagery that feels right out of a storybook painting ... and Gandalf fending off an orc horde on the crumbling stone walkways of Dol Guldur is exactly that.

Despite those storybook-like moments, I think that Jackson, overall, does a better job in this film of blending over-the-top action with more grounded moments. Visually, the orcs and other creatures look better than in Part 1. In the first film, Azog and his cohorts looked straight out of a Playstation game. Here, there seems to be a better mix of CG characters with practical FX and old-fashioned costuming and make-up. So, for example, when the elves hold a captive orc at knifepoint and interrogate him, in a crucial scene, it feels more real, more substantial, than most of what we got in the first film. Azog in particular still seems too videogame-ish and unreal for my tastes, but overall, it seems like Jackson better uses the various artistic tools at his disposal this time around.

Interestingly, the movie takes on a much grittier, more intimate feel when we get to Laketown. Laketown is where much of the action of the film's final third is set, and suddenly, the movie's focus shifts from elves and orcs to very human political drama. It's sort of interesting to see the introduction of Luke Evan's Bard - a smuggler who rebels against Laketown's corrupt and oppressive ruler. Bard brings a similar sort of brooding nobility to the story as Aragorn did in LOTR. But Jackson sets up an interesting juxtaposition of this sleepy, human fishing village that is suddenly beset by the problems of the larger, wider world - even as its own people's rebellion catches fire. Fans of Tolkien's The Hobbit (myself included) may find it a bit odd to have so much of a Hobbit film taken up by this darker, less fantastical Laketown section. But I did find that Laketown helps to give some nice context to all of the more out-there and magical elements of this world - sort of like Rohan did in LOTR. There aren't just dwarves, elves, and wizards who are in danger from Smaug, but also these more regular, everyday sorts of people. There are enough loose ends in Laketown where it and its people still seem only half-explored, but I still found the tonal shift it brings to the table to be welcome and surprising.

Overall though, I'd still categorize these Hobbit films as lighter, more over-the-top, and more storybook-like than their LOTR predecessors. That is most evident, perhaps, in the movie's big action scenes. And let me say: The Desolation of Smaug has one of the great over-the-top action scenes we've yet seen in a blockbuster film. This is what I will call "the barrel sequence." While some may criticize the barrel sequence as being *too* cartoonish, too silly, too much, I can only say that I found it to be completely enthralling and joyful - along the lines of the best Spielbergian set-piece action sequences to ever grace the screen. Jackson has always had that Spielbergian influence in his action (perhaps even more evident in King Kong than in LOTR), but the barrel sequence is full-on Spielberg - a rip-roaring rollercoaster ride of an action scene that is exciting, hilarious, surprising, and just flat-out amazing on both a creative and technical level. To me, LOTR was an epic, and The Hobbit is an adventure. There's a difference. And I think that difference opens things up for Jackson to be a little more playful with the action here. In LOTR, the barrel sequence may have been too much, and not keeping with the tone of the films. But here, in my view, it works - and works wonderfully, at that.

The barrel sequence is perhaps the set-piece highlight of the movie, but other scenes show off Jackson's horror-movie chops to great effect. I talked about Gandalf's sequences at Dol Guldur, which definitely have a creepy, creature-feature vibe at times. But the most horror-ish sequence in the film has got to be the spider-attack. The spider sequence is done fantastically, with a mind-melting combo of action, horror, and humor that is vintage Jackson. It's a great character moment, as Bilbo plays the hero and saves his friends with the help of his ring. But it's also an expertly-staged, awesomely-visualized bit of action that is breathtaking to watch unfold.

There are any number of great little bits in The Desolation of Smaug that work brilliantly. John Bell's shapeshifting Bain is a fun, menacing character - and he has some fantastic dialogue after letting the dwarves take refuge in his remote home. Stephen Fry is excellent, of course, as the slimy Master of Laketown. I do wish that his character got a little more fleshing out, but he does a great job with what's there. Elf king Thranduil is another character whose screentime is relatively brief, but who makes a strong impression thanks to actor Lee Pace. And then there's Smaug, who is voiced so well and so menacingly by Benedict Cumberbatch that it's hard to now imagine anyone else playing the part.

By the way, the music here continues to be top-notch - with Howard Shore's score an ear-pleasing mix of old and new themes. I really liked the Laketown theme, and think it's up there with previous LOTR classics. The one glaring omission to me was the lack of a reprise of the Misty Mountain song when the dwarves finally arrive at their long-sought after destination.

The film does, again, get a bit draggy in parts. Part of me does still, inevitably wonder if we needed three films to tell this story, and if all of the setup of LOTR was really necessary. But this is what Jackson and team decided on, and it helps that the additional material he's added or elaborated on has been, mostly, pretty cool. In any case, there's less here that feels tangential than in the first film. The story flows more organically, and there's more a sense of it all building towards something. One other complaint though: Jackson seems to develop an unwelcome habit of occasionally, almost compulsively cutting from the action right before a key beat. The timing of the editing, at times, seems a little off - and once in a while (as with an abrupt cut during a key moment between Kili and Tauriel), it's even a bit jarring.

But mostly, Jackson seems to more fully find his footing than in the first film. His direction seems more confident, more free. And there is a narrative momentum here that wasn't there in The Hobbit. When The Hobbit ended, there was not that old LOTR feeling of "must see the next one ... right now!" But here, I think Jackson recaptured that. Despite the long running time, I was ready for Part 3 immediately, and so too was the majority of the audience in the theater. Jackson tantalizingly, teasingly ends this one on one hell of a cliffhanger - prompting one young boy in our audience to cry out "aww, come on!" as the credits rolled. And you've got to love that. I don't know that this prequel trilogy will ever be held in the same esteem as the original Lord of the Rings movies, but I do feel that Jackson got some of his mojo back for Part 2, and is poised to deliver a fairly epic Part 3. So yes, there are things about The Desolation of Smaug that bother me. But when a movie is so exciting, so full of magic, that you forget about those flaws and just get caught up in this world and this journey - well, that's something special, and rare in the world of blockbuster filmmaking.

My Grade: A-