Quality: The Desolations picks up pretty quickly where we left off in the first film. Now on the run with a pack of fierce orcs close behind we follow Bilbo as he journeys with Ganldalf and his 13 Dwarf companions to reclaim the Lonely Mountain and the lost Dwarf Kingdom of Erebor. If you missed The Hobbit: An Unexpected Journey, I highly suggest you pick it up on iTunes or Amazon or at least read our review and synopsis. The Desolation of Smaug is much more focused on pushing forward the plot then developing the character of Bilbo and the Dwarves. Although it really helps to improve the pacing for a fan, it might be hard for a newcomer to really care or distinguish between the dwarves. Which is something the last film was excellent at. The Dwarf we do see change is their leader Thorin. As the party moves closer to recovering the Arkenstone (the jewel that gives him the right to be king) he begins to show a frenzy similar to that of a ring bearer and really makes you concerned for his judgment and intentions. The other area of character growth comes from a new character created for the film, the elf warrior Tauriel. The Lord of the Rings really seemed to infuse Liv Tyler’s Arwen in as many scenes as possible, even though she is quite minor in the books. The Desolation of Smaug does the same things again. This addition of a romantic subplot was something that made An Unexpected Journey a little less accessible for all audiences. We also have Legolas back for this film. Although not in The Hobbit book, it stands to reason he would be present as the son of the King of the Woodland elves. Book fans might have a hard time with these ideas. I’ll have to admit that they do detract from the main storyline, and wear out their welcome on screen toward the end. What I do like though is that they give us a reason to care about the elves, something I think will be essential in the next film. One of the big special effects treats awaiting us in the film was the dragon Smaug himself. As Bilbo confronts this beast we see the true change coming about in him. The dialogue between the two is masterfully delivered and the animation for Smaug did not disappoint. The film did still have some pacing issues and it might move to slowly for a non-fan. The actions scenes are incredible though and it is worth the cost for a 3D Upgrade. The High Frame Rate however is not quite up to par yet. Portions were stunningly beautiful, yet others seemed to have film speed issues. The spider encounter in the Mirkwood looked like something out of Benny Hill making character run around at 1.5x speed. It you are seeing a matinee it is worth it though. Content: If you are familiar with other Tolkien based movies you will know what to expect from this film as far as content goes. No foul language or sexual content. There is a crude joke made by a dwarf being searched for weapons. A giant man is shown in the shadow and we vaguely see the side of his CGI backend. I will caution that this film seemed significantly more detailed in it’s dispatching of the lives of orcs. They are decapitated, stabbed, bludgeoned, shot in the head in a very up close and personal way. Although the orcs are monsters per se, mostly created in CGI, they are sentient beings, capable of thought and speech; same as the elves, dwarves, or other humanoid beings. Some other beasts are killed and dismembered very viscerally with crunching and squishing sound effects. The film is still safe for teens and a few years before, but parents should cautioned if they have aversions to violence.