As we're getting closer to the release date for "<keyword id="1738467" type="UNKNOWN" weightage="60" keywordseo="The-Hobbit-The-Desolation-of-Smaug">The Hobbit: The Desolation of Smaug</keyword>," Warner Bros. has <a href="http://www.youtube.com/watch?v=lfflhfn1W-o" target="_blank">released another new trailer for the film</a>.
Complete with eerie music, the 3-minute trailer gives a longer look at the dwarves, elves, Gandalf, and Bilbo as they travel on toward the Misty Mountain. We also get a longer look at Orlando Bloom who reprises his role of Legolas from "The Lord of the Rings."
Martin Lawrence, Sir Ian McKellen, and Cate Blanchett are among the returning cast. Evangeline Lilly, Benedict Cumberbatch, and Lee Pace are among those who join the cast.
"<keyword id="97346" type="ENTERTAINMENT" weightage="60" keywordseo="The-Hobbit">The Hobbit</keyword>: The Desolation of Smaug" hits theaters December 13.

Earlier today, Warner Bros. released a new poster for the film. Look closely at the smoke. It's the dragon, Smaug!
<div class="KonaFilter image-container display-table"><div><div class="image on-image">Warner Bros.</div></div></div>

Orlando Bloom Returns In New Trailer For 'The Hobbit' Sequel

<div class="KonaFilter image-container float_right"><div class="image">Justin Sullivan/Getty ImagesThe 360 shot has become a signature for Bay.</div></div>When "<a href="http://www.imdb.com/title/tt2109248/">Transformers: Age of Extinction</a>" hits theaters this weekend, it's bound to be another hit in Michael Bay's explosive filmography. 
While Bay's films are hits with audiences grossing more than <a href="http://www.boxofficemojo.com/people/chart/?id=michaelbay.htm">$4.6 billion dollars</a> worldwide, they're not always loved by <a href="http://www.complex.com/pop-culture/2013/04/meanest-things-said-about-michael-bay-movies-in-reviews/">critics.</a>
Yet, some do see a method in Bay's madness. 
"I think that the critical revulsion that Michael Bay inspires actually is itself a kind of proof of his distinctiveness," film critic Justin Chang told <a href="http://variety.com/2011/film/features/michael-bay-seriously-1118039082/">Variety</a>. "There are a million hacks in Hollywood but there's only one Michael Bay."
<a href="http://variety.com/2011/film/features/michael-bay-seriously-1118039082/">Fast-cuts</a>, <a href="https://www.youtube.com/watch?v=jb8z5m5of7w">slow motion</a>, and <a href="https://www.youtube.com/watch?v=qn_HFEDNZ_Q">pyrotechnics</a> have all been trademarks of Bay's style. However, one hallmark stands above the rest: the 360 spin shot.
Bay utilizes a 360 shot that has the camera slowly spin around one or more characters (usually the protagonists) as they come up from below frame.
One of the first uses of it was in 1995's "Bad Boys" starring Will Smith and Martin Lawrence.<div class="KonaFilter image-container display-table"><div><div class="image"><a href="https://www.youtube.com/watch?v=v5wBisDJJ5A">Columbia Pictures</a></div></div></div>
Bay used it again a year later with Nicholas Cage in 1996's "The Rock."<div class="KonaFilter image-container display-table"><div><div class="image"><a href="https://www.youtube.com/watch?v=DBCGkanWm68">Hollywood Pictures</a></div></div></div>
Smith and Lawrence returned in 2003's "Bad Boys II" along with another 360 spin.<div class="KonaFilter image-container display-table"><div><div class="image"><a href="https://www.youtube.com/watch?v=uvqJ1mTkEuY">Columbia Pictures</a></div></div></div>
In 2001, Bay changed it up a bit and didn't focus on an important character but rather used it to show fighter planes flying in for an attack in "Pearl Harbor."<div class="KonaFilter image-container"><div class="image"><a href="https://www.youtube.com/watch?v=ozksd76CSIs">Touchstone Pictures</a></div></div>
In 2007, Bay combined the CGI transformation of Autobot Optimus Prime with his signature shot for "Transformers."<div class="KonaFilter image-container display-table"><div><div class="image"><a href="https://www.youtube.com/watch?v=m1ef1Y2x8NY">Paramount Pictures</a></div></div></div>
Bay expanded the shot further in a shootout in "Bad Boys 2." Instead of focusing on a single actor, Bay used spinning to wrap around an action scene that occurs in two completely different rooms. 
<div class="KonaFilter image-container"><div class="image"><a href="https://www.youtube.com/watch?v=fJN-ju8NbCU">Columbia Pictures</a></div></div>
According to a <a href="https://www.youtube.com/watch?v=vLrLsZWC4qw">behind the scenes featurette for the film</a>, Bay used the spinning shot to attempt to show both sides of the shootout without cutting away.
Bay spun the cameras around the different rooms and then digitally added in the doors.
The shot has been noticed online by many (YouTube channel ScreenJunkies <a href="https://www.youtube.com/watch?v=DPtHPgZmZdA" target="_blank">compiled a supercut of the shots</a>), and while some don't find his work to be anything special, Bay isn't too worried about what the critics have to say.
"I really, really don't care," Bay told <a href="http://www.motherjones.com/media/2013/05/michael-bay-interview-pain-and-gain">Mother Jones</a>. "I make movies for people. I make movies for audiences to enjoy. A few sour apples are not going to spoil my fun."
Bay's next film, "Transformers: Age of Extinction" hits theaters Friday.

This Is The Shot Michael Bay Uses In All Of His Movies

<div class="image-container click-to-enlarge"><div class="image"><a title_source="Disney / Universal" title_caption="" class="zoomin" href="http://static1.businessinsider.com/image/51dab2b0ecad04e338000030-960/johnny-depp-despicable-me-2.jpg"></a>Disney / Universal</div></div>As expected, "<a href="http://boxofficemojo.com/movies/?id=loneranger.htm">The Lone Ranger</a>" bombed at theaters over the holiday weekend. 
Originally, analysts pegged the Western to bring in around <a href="http://www.businessinsider.com/the-lone-ranger-looks-like-it-bomb-2013-7">$60-$70 million</a> over the course of five days. Johnny Depp's big-budget film didn't manage to earn half of that. 
With $29 million, the film earned slightly less in three days than last year's big-budget bust "<a href="http://boxofficemojo.com/movies/?id=johncarterofmars.htm">John Carter</a> ($30.2 million). 
So it was little surprise Steve Carell and the little yellow minions of "<keyword id="1634784" type="UNKNOWN" weightage="60" keywordseo="Despicable-Me-2">Despicable Me 2</keyword>" rocketed past Disney's long-delayed and troubled blockbuster. 
The sequel to Universal's 2010 film performed better than expected, easily having one of the <a href="http://www.businessinsider.com/despicable-me-2-opening-weekend-box-office-2013-7">highest-grossing opening weekends for an animated film</a>. 
In five days, the despicable minions earned more than 2010's "Toy Story 3" in the same time frame. 
Another weekend shocker was the success of Kevin Hart's comedy "Let Me Explain." which is now the <a href="http://boxofficemojo.com/genres/chart/?id=standup.htm">fifth highest-grossing stand-up to date</a>. 
Also worth mentioning is the performance of Fox Searchlight's "<a href="http://boxofficemojo.com/movies/?id=waywayback.htm">The Way, Way Back</a>" also starring Carell earned $575,000 in 19 theaters upon its debut. 
Out of the top ten this include "<a href="http://boxofficemojo.com/movies/?id=startrek12.htm">Star Trek Into Darkness</a>" after eight weeks. J.J. Abrams sequel has earned a worldwide total of $443.9 million. 
"<a href="http://boxofficemojo.com/movies/?id=fast6.htm">Fast &amp; Furious 6</a>" also drops four spots in its seventh week in theaters. The sequel should hit $700 million worldwide this week. 
Here are this week's winners and losers in Hollywood: 
10. Lionsgate and Summit's magic movie "<a href="http://boxofficemojo.com/movies/?id=nowyouseeme.htm">Now You See Me</a>" stays in the top ten earning $2.8 million. The unexpected hit featuring a plethora of talent from Jesse Eisenberg and Woody Harrelson to Morgan Freeman has earned $169.5 million at theaters. 
9. Seth Rogan's apocalyptic comedy "<a href="http://boxofficemojo.com/movies/?id=rogenhilluntitled.htm">This is the End"</a> drops three spots earning $5.8 million in week four. Made on an estimated $32 million budget, the Sony/Columbia picture has earned more than $90 million at theaters. 
8. Kevin Hart's second turn at a stand-up comedy film, "<a href="http://boxofficemojo.com/movies/?id=kevinhart2013.htm">Let Me Explain</a>" was another hit for Summit this weekend earning $17.5 million. It's now the <a href="http://boxofficemojo.com/genres/chart/?id=standup.htm">fifth highest-grossing stand-up film</a> ahead of his 2011 film. At the least, it should pass the gross of <a href="http://boxofficemojo.com/movies/?id=runteldat.htm">Martin Lawrence's 2002 stand-up</a> which earned $19.2 million at theaters. 
7. "<a href="http://boxofficemojo.com/movies/?id=superman2012.htm">Man of Steel</a>" drops two spots and 45% at theaters this week earning $11.4 million. In its fourth week, the reboot, which cost Warner Bros. an estimated $225 million, has earned $586.8 million at theaters. 
6. "<a href="http://boxofficemojo.com/movies/?id=whitehousedown.htm">White House Down</a>" may have only dipped two spots at theaters in week two with $13.5 million, but the Channing Tatum action flick will need much more than that if it wants to hit its estimated $150 million production budget. The film isn't performing well overseas with foreign sales only accounting for little more than 35% of its $67.9 million box-office earnings. For what it's worth, at the same point, similar film "Olympus Has Fallen" was only narrowly ahead of Tatum's film with a domestic gross of <a href="http://boxofficemojo.com/movies/?page=daily&amp;id=olympushasfallen.htm">$55 million</a>. 
5. Instead, even Brad Pitt's zombie thriller "<a href="http://boxofficemojo.com/movies/?id=worldwarz.htm">World War Z</a>" earned more than Tatum's thriller with $18.2 million in its third week. The film, which had production delays and saw its production budget raise to north of $200 million, according to a Vanity Fair cover article, is doing well at theaters. "WWZ" has earned $366.2 million worldwide. 
4. With another animated feature out, "<a href="http://boxofficemojo.com/movies/?id=monstersinc2.htm">Monsters University</a>" fell 57% this week earning $19.6 million in its third week. The prequel to the <a href="http://boxofficemojo.com/movies/?id=monstersinc.htm">2001 movie</a> has earned $400.5 million at theaters. 
3. The dynamic combination of Sandra Bullock and Melissa McCarthy in "<a href="http://boxofficemojo.com/movies/?id=bullockmccarthy.htm">The Heat</a>" continues its monster performance in week two earning $25 million. The film, which cost an estimated $43 million to produce has brought in $93 million for Fox in two weeks. 
2. "<a href="http://boxofficemojo.com/movies/?id=loneranger.htm">The Lone Ranger</a>" may have came in second overall at the <keyword id="25892" type="ORGANIZATION" weightage="60" keywordseo="box-office">box office</keyword> this weekend, but it was a big hit for Disney with only $29.4 million over the course of three days. Over the long holiday weekend, the film earned $48.9 million domestically, far short of the projected $70 million analysts expected. So far, the $215+ million dollar film has earned $73.2 million worldwide. 
1. It was a despicably awesome weekend for Universal's yellow minions. The return of the funny little yellow characters in "<a href="http://boxofficemojo.com/movies/?id=despicableme2.htm">Despicable Me 2</a>" earned more than the opening of "Monsters University" with $82.5 million. Worldwide, the film has already earned $293.2 million. It should surpass the worldwide total of Pixar's film in no time. All this on an estimated budget of $76 million — low for an animated feature.

'Despicable Me 2' Zaps Away Disney's 'Lone Ranger' Bomb-Here's Your Box-Office Roundup

<div class="KonaFilter image-container"><div class="image on-image">Warner Bros.</div></div>Reviews for the "Hobbit" sequel, "The Desolation of Smaug" <a href="http://www.rottentomatoes.com/m/the_hobbit_the_desolation_of_smaug/" target="_blank">are trickling out</a> and if you were among those upset by the first prequel installment than you'll be happy to learn that most critics thoroughly enjoy director <keyword id="59081" type="PERSON" weightage="60" keywordseo="Peter-Jackson">Peter Jackson</keyword>'s return Middle Earth.
Bilbo Baggins (Martin Freeman) returns on his journey with Gandalf (Ian McKellen) and a pack of 13 dwarves to reclaim their treasure from the dragon Smaug.
Despite the groans of turning a <a href="http://www.amazon.com/Hobbit-Movie-Tie-J-R-R-Tolkien/dp/0345534832" target="_blank">singular book</a> that doesn't cross 300 pages into a three-part film, "<keyword id="97346" type="ENTERTAINMENT" weightage="60" keywordseo="The-Hobbit">The Hobbit</keyword>" is a cash cow for MGM and Warner Bros. Last year's "An Unexpected Journey" made <a href="http://boxofficemojo.com/movies/?id=hobbit.htm" target="_blank">more than $1 billion at theaters</a>.
(Of course, fans will know Jackson is also using material <a href="http://www.businessinsider.com/it-looks-like-the-hobbit-may-become-a-trilogy-2012-7" target="_blank">from unfinished J.R.R. Tolkien tales</a> to supplement the <keyword id="406" type="ENTERTAINMENT" weightage="60" keywordseo="Movies">movies</keyword>.)
And if you're wondering, yes, it <a href="http://www.businessinsider.com/the-hobbit-sequel-will-be-shown-in-controversial-high-frame-rate-2013-12" target="_blank">will still be shown in the high-frame rate</a>, meaning you'll see double the images on screen as you normally would at once (48 frames per second vs. 24).
We're seeing the film tonight and will offer up our initial thoughts afterward. 
For now, here's what you should know before seeing the film:
Everyone agrees - it's better than the first. 
<a href="http://www.hollywoodreporter.com/movie/hobbit-desolation-smaug/review/663372" target="_blank">The Hollywood Reporter (THR)</a>:
"Nearly everything about <keyword id="1738467" type="UNKNOWN" weightage="60" keywordseo="The-Hobbit-The-Desolation-of-Smaug">The Hobbit: The Desolation of Smaug</keyword> represents an improvement over the first installment of Peter Jackson's three-part adaptation of J.R.R. Tolkien's beloved creation." 
<a href="http://www.thewrap.com/hobbit-desolation-smaug-review-peter-jackson-second-verse">The Wrap</a>: 
"Clearer and more engaging than its predecessor, this second installation in the "Hobbit" trilogy deftly brings out the human side of dwarves and elves while upping the action quotient." 
<a href="http://www.boston.com/ae/movies/2013/12/09/review-new-hobbit-breathes-fire-into-trilogy/1eSVgIPujve80rADie7GLJ/story.html" target="_blank">Associated Press (AP)</a>:
'''The Hobbit: The Desolation of Smaug'' is not much shorter - 8 minutes, to be exact - but it feels brisker, lighter, funnier." 
The film is again being shown in 48 frames per second, but this time around, it's not such a <a href="http://www.businessinsider.com/the-hobbit-causing-nausea-and-dizziness-2012-12" target="_blank">dizzying experience</a>. 
<a href="http://www.hollywoodreporter.com/movie/hobbit-desolation-smaug/review/663372">THR</a>:
"The distractingly vivid images provided by the 48 frames-per-second in the first film appear to have been massaged properly this time, and there is a notably lower-than-average reduction in image brightness when using the 3D glasses." 
Benedict Cumberbatch is great as not one, but two villains.<div class="KonaFilter image-container click-to-enlarge"><div class="image on-image"><a title_source="Warner Bros." title_caption="" class="zoomin" href="http://static4.businessinsider.com/image/51b759f76bb3f76d58000009-960/smaug-the-hobbit%20copy.png"></a><a href="https://www.facebook.com/photo.php?v=10102354395589186&amp;set=vb.160617097307237&amp;type=2&amp;theater">Warner Bros.</a></div></div>
<a href="http://www.boston.com/ae/movies/2013/12/09/review-new-hobbit-breathes-fire-into-trilogy/1eSVgIPujve80rADie7GLJ/story.html" target="_blank">(AP)</a>:
"It's fun to hear Benedict Cumberbatch, as Smaug, hurl seething epithets at Bilbo, and Freeman is at his most pluckily adorable." 
<a href="http://www.totalfilm.com/reviews/cinema/the-hobbit-the-desolation-of-smaug">Total Film</a>: 
"He's easily the year's most magnificent beast. He has a way with a fearsome one-liner too, and Benedict Cumberbatch hisses out his words with cold-blooded vitriol." 
But his performance doesn't please everyone ... 
<a href="http://www.hollywoodreporter.com/movie/hobbit-desolation-smaug/review/663372">THR</a>:
"Too unnaturally deepened and electronically modified to afford pure enjoyment of the actor's menacing readings." 
Apparently, the big bad dragon's arrival isn't even the best part of the film. Critics are raving about a scene involving the dwarves in barrels which sets Jackson apart as a visionary.
<div class="KonaFilter image-container click-to-enlarge"><div class="image on-image"><a title_source="Warner Bros." title_caption="" class="zoomin" href="http://static3.businessinsider.com/image/52a744226da8112419ecdb01-960/the-hobbit-the-desolation-of-smaug-dwarves-barrels.jpg"></a>Warner Bros.</div></div>
<a href="http://variety.com/2013/film/reviews/the-hobbit-the-desolation-of-smaug-review-1200919206/">Variety</a>:
"In pure action terms, the picture's indisputable high point arrives when Bilbo leads the dwarfs on a daring escape from Mirkwood, floating downriver in barrels while fending off some particularly vicious orcs." 
<a href="http://blogs.indiewire.com/theplaylist/review-peter-jacksons-the-hobbit-the-desolation-of-smaug-starring-martin-freeman-ian-mckellen-more-20131206">Indiewire</a>: 
"One involved set-piece with dwarves in wine barrels spilling down a river while Orcs and elves chase them is positively thrilling, matching and surpassing the visually dazzling sequences in Steven Spielberg's panoramic "The Adventures of Tintin." 
However, if you don't know them all by now, you'll still be confused by the many dwarves in the film. 
<a href="http://www.empireonline.com/reviews/reviewcomplete.asp?FID=137814">Empire</a>:
"More screentime might have been usefully given to the dwarves, who remain largely anonymous. Besides Thorin (Richard Armitage), whose facade of nobility is beginning to crumble, revealing baser motives beneath, the only one who gets much attention is Kili (Aidan Turner)." 
<a href="http://www.totalfilm.com/reviews/cinema/the-hobbit-the-desolation-of-smaug">Total Film</a>:
"The Dwarves fall victim to their numerousness again, with the majority of the 13 falling by the wayside, and even Bilbo and Thorin lack arcs." 
The addition of a new female elf, Tauriel, played by "Lost" alum Evangeline Lilly adds a needed bit of estrogen to this film. <div class="KonaFilter image-container click-to-enlarge"><div class="image on-image"><a title_source="James Fisher / Warner Bros." title_caption="" class="zoomin" href="http://static2.businessinsider.com/image/52a7448beab8eac72766bfa5-960/evangeline-lilly-the-hobbit-1.jpg"></a>James Fisher / Warner Bros.</div></div> <a href="http://www.thewrap.com/hobbit-desolation-smaug-review-peter-jackson-second-verse">The Wrap</a>:
"As it turns out, Tauriel gives the film an emotional core that reminds the audience that, even among dragons and elves and Orcs and dwarves, all of their feelings are completely human." 
<a href="http://blogs.indiewire.com/theplaylist/review-peter-jacksons-the-hobbit-the-desolation-of-smaug-starring-martin-freeman-ian-mckellen-more-20131206">Indiewire</a>: 
"The one character of any substance in the picture ... Tauriel actually cares about people in need of help (including dwarves, the sworn rivals of elves), so it's her internal conflict that gives the movie its only shallow of humanistic depth." 
It's not all good ... the dangers that come with making this a three-part film: It feels like more of a setup than a singular movie in itself.<div class="KonaFilter image-container click-to-enlarge"><div class="image on-image"><a title_source="Warner Bros." title_caption="" class="zoomin" href="http://static3.businessinsider.com/image/52a74691ecad04824ca3e544-960/the-hobbit-desolation-of-smaug-landscape.jpg"></a>Warner Bros.</div></div> <a href="http://blogs.indiewire.com/theplaylist/review-peter-jacksons-the-hobbit-the-desolation-of-smaug-starring-martin-freeman-ian-mckellen-more-20131206">Indiewire</a>:
"'Smaug' is about almost absolutely nothing. 'The Further Adventures Of Chasing Gemstones That Mean Something Or Other To The Dwarves' might be a better suited subtitle as it is simply designed to keep this behemoth franchise moving forward and nothing more … it's all narrative teases that amounts to TUNE INTO THE NEXT EPISODE TO FIND OUT WHAT REALLY HAPPENS." 
<a href="http://variety.com/2013/film/reviews/the-hobbit-the-desolation-of-smaug-review-1200919206/">Variety</a>:
"Even the staunchest Tolkien loyalists may feel they're on an overly protracted journey to an inevitably less exciting destination."
Overall consensus: See it!
If you were disappointed by "The Hobbit: An Unexpected Journey" - we'll admit, it dragged a bit - think back. "The Fellowship of the Rings" - the first "Lord of the Rings" installment - was pretty slow, too. The whole entire point of "The Hobbit" book is to arrive at the dragon in the Lonely Mountain. Bilbo's big confrontation with the dragon Smaug will happen in this film. For "Sherlock" fans, it's a nice little onscreen reunion for stars Martin Lawrence and Benedict Cumberbatch before <a href="http://www.businessinsider.com/sherlock-interactive-trailer-2013-12" target="_blank">the series return in January</a>.
It may not be "The Two Towers" - the second film in "The Lord of the Rings" franchise - but the return of Legolas (Orlando Bloom) and the addition of eye candy in Evangeline Lilly ("Lost") make it worth giving the franchise another go.
Check out a trailer for the film:

'The Hobbit' Sequel Reviews: 'Smaug' Is Better Than The First Film

<div class="KonaFilter image-container display-table click-to-enlarge"><div><div class="image on-image"><a title_source="Warner Bros." title_caption="" class="zoomin" href="http://static3.businessinsider.com/image/52a8a09969bedd14245b4863-960/gandalf-the-desolation-of-smaug.jpg"></a><keyword id="14846" type="COMPANY" weightage="60" keywordseo="Warner-Bros-">Warner Bros.</keyword></div></div></div>Warning: There are some spoilers ahead.
"<keyword id="1738467" type="UNKNOWN" weightage="60" keywordseo="The-Hobbit-The-Desolation-of-Smaug">The Hobbit: The Desolation of Smaug</keyword>" is out in theaters Friday.
We saw the second installment to <keyword id="59081" type="PERSON" weightage="60" keywordseo="Peter-Jackson">Peter Jackson</keyword>'s Hobbit trilogy Tuesday night in 3D and enjoyed it a lot. 
The film by no means is perfect, but it is a vast improvement upon the first. (The second time around there aren't any <a href="http://www.youtube.com/watch?v=3t473wwL1rw" target="_blank">musical numbers by the dwarves</a>, so that's a plus.)
It's faster paced with a new threat around every bend whether from spiders, elves, Orcs, or a deadly dragon and should be a solid box-office win for Warner Bros. come this weekend.
"The Desolation of Smaug" wastes no time picking up right where the first film ended with hobbit Bilbo Baggins (Martin Lawrence) continuing his perilous journey with 13 elves and the wizard Gandalf (<keyword id="112247" type="UNKNOWN" weightage="60" keywordseo="Sir-Ian-McKellen">Sir Ian McKellen</keyword>) to the Lonely Mountain to recover the lost dwarf treasure from a dragon.
And it's clear to say that of all the characters, Freeman masterfully delivers in his return as Bilbo. 
For a small hobbit, he's a ball of fire on screen. Having seen all of the "Lord of the Rings" (LOTR) films, Bilbo manages to be more courageous and do more in one scene at the beginning of the film than Frodo (Elijah Wood) did in three. (If you think about it, someone else was always saving his life - Sam - and in the third film, he was getting dragged and carried through most of it.) 
<div class="KonaFilter image-container float_right click-to-enlarge"><div class="image on-image"><a title_source="Warner Bros." title_caption="Another downside to all of these characters, if you haven't memorized all of the dwarf names you'll be finding another way to identify the weary travellers (we suggest going by beard)." class="zoomin" href="http://static6.businessinsider.com/image/52a8a0d36da811800121f3d3-960/hobbits-desolation-of-smaug.jpg"></a>Warner Bros.Another downside to all of these characters, if you haven't memorized all of the dwarf names you'll be finding another way to identify the weary travellers (we suggest going by beard).</div></div>However, other the dwarves and Gandalf - who by now feels like a dear old friend welcome into your home as the old wizard - the film has a lot of new faces (along with one old). 
Here's a quick rundown of who you need to know:
Orlando Bloom returns as LOTR favorite Legolas Lee Pace plays Legolas' father, King of the wood-elves, Thranduil Evangeline Lilly ("Lost") joins as a female elf, Tauriel, who Legolas has his eyes set on. Stephen Fry ("V for Vendetta") joins as a conniving and corrupt politician, the Master of Lake-town Luke Evans ("Fast &amp; Furious 6") plays a widowed father of three children who helps the dwarves on their quest. <keyword id="573379" type="UNKNOWN" weightage="60" keywordseo="Benedict-Cumberbatch">Benedict Cumberbatch</keyword> is not one, but two villains - the menacing dragon Smaug - and the less-physical, but even more threatening, Necromancer. 
Because there are so many characters, you often feel like you're watching not one movie, but three, or at the least three to four different minisodes as the story shifts back and forth between Bilbo and the dwarves, Bilbo and the ring, elves Legolas and Tauriel, and Gandalf's side adventure having to do with a big tie-in to the "Lord of the Rings." 
However, some of the characters are welcome. 
<div class="KonaFilter image-container"><div class="image on-image">Warner Bros.</div></div>Sure, Legolas wasn't in "<keyword id="97346" type="ENTERTAINMENT" weightage="60" keywordseo="The-Hobbit">The Hobbit</keyword>," but it gives fans a reason to see the film while also creating another bridge between the prequel and sequel. True to form, Legolas is a master with a bow and arrow and he delivers some of the best action sequences to see on screen. Prime example: At one point he's hobbling around on dwarf heads shooting arrows at Orcs. 
He's still a bit rough around the edges at this point, but we're watching the makings of a great warrior and he does NOT disappoint every time he's on screen. 
We soon learn Katniss Everdeen of "The Hunger Games" isn't the only arrow slinger on screen worth rooting for with the entry of Tauriel (Lilly). The "she-elf," as she's called in the film, is a new character director Peter Jackson invented for the film who gives girls an added reason to see the film. <div class="KonaFilter image-container"><div class="image on-image">James Fisher / Warner Bros.</div></div>One of my biggest issues watching this film is despite all these characters, there aren't a lot of redeeming ones who I want to rally behind. The viewer isn't really sure who they're supposed to side with as a protagonist, mainly because they're kind of a bunch of selfish jerks. 
<div class="KonaFilter image-container float_right click-to-enlarge"><div class="image"><a title_source="Warner Bros." title_caption="We think Bilbo just wants more time to play with the ring honestly." class="zoomin" href="http://static3.businessinsider.com/image/52a8a6066da811200d21f3d4-960/the-hobbit-desolation-of-smaug-3.jpg"></a>Warner Bros.We think Bilbo just wants more time to play with the ring honestly.</div></div>You have Bilbo, who despite selflessly pledging his allegiance to the dwarves, is a liar and a thief (having stole the "One" ring from Gollum and mischievously hiding it from Gandalf). While it's a pleasure watching him take a sword to spiders in the film's first leg, unlike the dwarves, he's fighting them not to save his crew, nor to really save his own skin, but to save the ring - his ever-growing precious - from the wretched snare of the spider.
Though Bilbo's character grows as the movie progresses - he saves the dwarves a few times - you're never really sure if he is doing these acts selflessly or if he's just helping the elves for a share of the treasure Smaug the dragon is guarding. 
<div class="KonaFilter image-container float_right click-to-enlarge"><div class="image"><a title_source="Warner Bros." title_caption="Thorin Oakenshield, probably not your first pick for a trustworthy ally." class="zoomin" href="http://static4.businessinsider.com/image/52a8a2586bb3f70854a6b870-960/thorin-the-hobbit-desolation-of-smaug.jpg"></a>Warner Bros.Thorin Oakenshield, probably not your first pick for a trustworthy ally.</div></div>Then there's Thorin Oakenshield the leader of the dwarves who multiple times is warned numerous times of dwarf greed and what it can do to a person. There's a part of the film where his true allegiance comes into question when he just sits back and let's Bilbo risk his life for his clan without lifting a finger to help him (you can see it in the trailers when one of the other dwarfs defiantly defends the hobbit briefly saying, "His name is Bilbo"). 
Though Thorin sort of comes to his senses (it's clear he still doesn't completely trust Bilbo) and the dwarves and Bilbo all work together in the end against the big bad dragon, it really all seems like a means to an end for everyone involved - especially Thorin. 
After *mini-spoiler* seeing him side with the weasel Master of Lake-town *mini-spoiler*, I'm not sure that's a dwarf I'd want to align myself with. 
At this point, you're not really sure what to make of Gandalf. Forget what you know about him from "LOTR." Like the first film, he's with the crew for a few moments before he disappears on his own adventure in Dol Guldur after being whisked away from a vision. 
<div class="KonaFilter image-container"><div class="image on-image">Mark Pokomy / Warner Bros. Pictures</div></div>His role is exactly like that in LOTR. Show up in the beginning of the series, disappear for a long time, come back magically as a brand new wizard to save the day. At least, that's how we predict it will turn out for movie three: Gandalf saves the day. 
Perhaps the only real likable character - other than Legolas, Tauriel, and (sure, why not?) Gandalf - is mysterious secondary character Bard. Maybe it's the added family element, but compared to all of the other characters, he's the only one who seems completely trustworthy, selfless, and righteous. There's plenty more to his story we don't know that I'm sure will be shared in the final installment.<div class="KonaFilter image-container click-to-enlarge"><div class="image on-image"><a title_source="Warner Bros." title_caption="Give us more Bard, please." class="zoomin" href="http://static5.businessinsider.com/image/52a8a3af6bb3f76356a6b875-960/bard-the-hobbit-desolation-of-smaug-1.jpg"></a>Warner Bros.Give us more Bard, please.</div></div>Enough about the characters because there is a lot of non-stop action in the sequel that lends itself to great cinematography.
The spider scene early on in the film was a fantastic use of Freeman that I won't give away but that shows once-again Bilbo is quite the asset to the dwarves despite his small size.
One that many reviews touched upon, is the epic waterfall barrel scene that pits the elves vs. the dwarves, the Orcs vs. the dwarves, and the elves vs. the Orcs. It's one of the most imaginatively shot and orchestrated fight sequences I've seen in a long time. 
<div class="KonaFilter image-container"><div class="image on-image">Warner Bros.</div></div>The creative use of barrels brings to mind playing Donkey Kong on the Nintendo 64. And its fun to watch Legolas prancing around on the heads of dwarves to take effortless shots at Orcs. 
The most aggravating and absolutely frustrating scene to watch comes near the end of the film *mini-spoilers* when the dwarves finally do arrive at the Lonely Mountain and they can't figure out how to get inside. Rather than take a minute to think it through they try a few mindless ways to break down a wall that ultimately prove futile. Just like that, they give up on their mission and decide to head home. 
What? You're telling me that after months of traveling and risking your lives countless times that once you're so close to getting what you want, you're going to let a little wall stop you? Sorry. I'm just not buying it. 
Of course, they eventually get inside, but at this point, you feel like these people may not even deserve the riches inside for being so stubborn.*mini-spoiler* 
That aside, the best may be the final half hour or so while Bilbo encounters the dragon Smaug and Gandalf goes toe-to-toe with the shadowy Necromancer. 
The funny part is that both Bilbo and Gandalf are fighting different villains played by the same man at the same time. Yes, you probably wouldn't realize unless you were told but Benedict Cumberbatch not only delivers the sly, velvety allure of the monstrous dragon Smaug, but also the chilling monologues of the shadowy Necromancer the wizard faces. 
If you're a fan of the book, there's a big twist with what happens in the Smaug encounter that I won't spoil here since the film isn't out yet. It's a lot longer and more drawn out than in the novel. Bilbo's altercation with the dragon in the Lonely Mountain becomes MUCH much more complicated. 
What Jackson does is unexpected going in to the film but makes sense as you're watching. Otherwise, a third film really would have felt unnecessary for this prequel series. 
<div class="KonaFilter image-container float_right click-to-enlarge"><div class="image"><a title_source="Warner Bros." title_caption="You won't be disappointed by Cumberbatch's take on Tolkien's iconic dragon." class="zoomin" href="http://static6.businessinsider.com/image/52a8a467eab8ea940fa6b873-960/smaug-the-hobbit-6.png"></a><a href="https://www.facebook.com/photo.php?v=10102354395589186&amp;set=vb.160617097307237&amp;type=2&amp;theater">Warner Bros.</a>You won't be disappointed by Cumberbatch's take on Tolkien's iconic dragon.</div></div>Both instances of Cumberbatch's vocals are quite grand and for "Sherlock" fans its a pleasure to see him reunited with Freeman on screen in different form before the show's January return. 
The reveal of the dragon is ultimately satisfying as well. Bringing Smaug to life has never been an easy feat for anyone. (Look at the <a href="http://www.youtube.com/watch?v=Or8G_jDcLNo">cartoon version</a>.) This interpretation is definitely worthy of Tolkien's character. 
In many ways, "The Desolation of Smaug" is like the second "Lord of the Rings" installment, "The Two Towers." 
Both have multiple story arcs that are setting up for big showdowns in their respective third films. We see growing Orc armies, *spoiler* the eye of Sauron *spoiler*, the Necromancer, and a giant nuisance that just won't go away in the forms of Gollum and Smaug (except one is frightfully more scary, breaths fire, and is actually a threat to humanity). 
Overall, the film was much more captivating then the first to watch and didn't feel nearly as long as it was (2 hours 41 mins). 
We saw it in 3D at what I believe was normal frame rate. That felt kind of unfair, since most of the showings are supposed to be in the higher-frame rate. So I can't comment on whether it was too much on the eyes. Though there were times the screen did get too bright - any time Smaug breathed fire toward the screen - and I had to look away. 
<h3 class="p1">A few other quick notes: </h3>
Funniest part of the film that's not meant to be funny: 
Maybe it's just me, but look out for the scene when the hobbits are entering the woodelves home. The introduction of the elf King Thranduil plays out like a perfume / shampoo ad. 
Best line of the film: Delivered by one of Bard's little girls: "Why are there dwarves coming out of our toilet? will they bring us luck?"
Oh yes, and for those looking, keep a watchful eye out for director Peter Jackson at the very start of the film. It's a blink-and-you'll-miss-it moment.

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