The fellowship continue to flee from Orcs, but have to venture alone into Mirkwood(aka, the LSD forest - great sequence, if one of the only two that the increased pace renders rushed through). Gandalf(McKellan, wise and somewhat on his own) has to investigate the land's growing evil. When the dwarfs are discovered by the area's Elven, some secretly disregard the king Thranduil's(Pace, carrying his force with tremendous dignity) orders to stay behind and not run risks. Captain of the guard Tauriel(Lilly, gorgeous and taking matters into her own hands), perhaps because of her growing feelings for Fili(O'Gorman, sympathetic, and still attracted to these tall, gracious beings). Speaking of romance, Legolas(Bloom, still spot-on as the determined prince) goes with her as he is in love with her - however, not to his knowledge, his father refuses him marrying outside of hierarchy.
As this completes the transition into re-imagining(after the first was an adaptation with some added elements), it not only sets up the Lord of the Rings trilogy(serving as a prequel - and though this was not necessary, it is, in my opinion, quite welcome) much better than the original children's faerie tale did(or was ever intended to; for my money, this is much more enjoyable than its source, not feeling like it was made up as he went along, letting its theme of greed and selfishness being something that has to be overcome show more clearly through), it changes for the better pretty much the only things that the first one got wrong(not that I, personally, minded them). As such, the plot not only takes off immediately, it keeps moving throughout. The action never takes over. There are genuine consequences(power is corrupting... this is seen in our protagonists!), and rather than a series of unrelated events, this presents a definite chronology of events, with characters sticking around and being developed.
The most compelling of these, without a doubt, is Bard(Evans, a courageous, loving father), who takes on many roles, living up to all of them. There is a change of the weighing of humor and darkness, now in favor of the latter. We now begin to feel that this is a dangerous endeavor, one that may claim the lives of some of them. While FX tend to be CGI over practical, this never gets lost in them. Reaction shots, use of perspective and other approaches are employed to ensure that. The High Frame Rate will take your eyes(and rest them before and after, this does strain them some - it's worth it) 15 minutes to adjust to - and then you'll literally believe you can reach out and touch what you witness. And even if you won't go with that, make sure to watch this in 3D. Few things poke out at you(meaning they never lose the effect), and it further improves the amazing atmosphere, where every location feels distinct, with temperature and scents seemingly affecting you in the cinema. The scope is shown well, you appreciate size differences.
For those who wished they'd seen more of Smaug(Cumberbatch, making lines work when no one else could) in last year's film, this is for you. He doesn't show up for a while - trust me, you won't mind. We get such a satisfying taste of him, his massive physique, his danger, his manipulative nature. The cliffhanger ending does leave us hanging - excessively so. Dialog and acting are enthralling. Charm and mystery work well to draw us in, keeping each other in check so as to not let either overwhelm us. Bring your kids. Take your parents. There's something for everyone. This makes use of quick, loaded introductions - to people, places, beings, etc. Thus, a ton of detail and change can be implemented, making even the 160-ish minute running time packed with events. No, this is not An Unexpected Journey. That one set the scene. This? The real show. There are winks to those who've seen the previous trilogy already, and they are less on the nose. No one shows up to do nothing in this, we don't visit anywhere that nothing occurs in.
There is a lot of mild to moderate violence and disturbing content in this. I recommend this to any fan of fantasy, drama and grandeur.