The Hobbit: The Desolation of Smaug was an unexpected journey following the somewhat lackluster first installment of a seemingly forced trilogy. In fact, the film gave credit to the producers behind the decision to make a relatively short novel into Lord of the Rings-style trilogy.

The journey picks up where we left off in the 2012 Peter Jackson film, with Bilbo, Gandalf, Thorin and his less than merry dwarves trekking through the forest, running away from a fierce pack of Wargs and Orcs. The pace and action marks an almost immediately different tone in this film, making it unrecognizable in comparison to the first.

Middle Earth is a dangerous place in this film, with giant spiders and pretty aggressive elves lurking in the forests of Mirkwood, and the Tolkien franchise once again gives viewers a visual treat, featuring not only the beauty of nature but also a fascinating take of Lake-town as a decrepit, cold and unforgiving town (think 19th century London, minus the smog), complete with a morally corrupt mayor and a gullible crowd.

The film is not just Elvish and scenery and an awkwardly telepathic Galadriel, but also about the power of corruption. Smaug sometimes comes off as a sort of Satan-esque figure, threatening to destroy Thorin using the dwarf’s own lust for wealth, a lust that is constantly hinted at and sneered at by various different characters in the film.

There are some holes in the film. For instance, the dwarves and Biblo, played spectacularly by Martin Freeman, have a very difficult time getting into Lake-town but Legolas, played by a somewhat unrecognizable Orlando Bloom (sorry ladies), and Tauriel, played brilliantly by Evangeline Lilly, seemed to just wander right into the town.

There were also some slight rewrites (the Orcs are far more aggressive in this film than in Tolkien’s novel) and some major rewrites, such as when the company of dwarves gets separated in a plot twist that was very much unexpected. Another significant rewrite was the inclusion of Legolas, who was there mostly to kill Orcs and did a fantastic job of it. The changes are understandable (making a trilogy out of one novel is no easy feat!) and actually improved what would have other been a very linear script.

With excellent acting across the board, beautiful cinematography and a pace that makes The Two Towers (minus the painfully boring Ents) feel slow, this film is a must-watch film, especially so for anyone who remembers the Lord of the Rings franchise fondly.

The Hobbit: The Desolation of Smaug hits theaters on Friday, December 13.