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A quick heads up, for this review we’ll be incorporating highlightable spoiler tags so our readers can choose to enjoy this review with or without spoilers. Spoilers appear thusly on the page.

Just in time for the holiday season, today saw the release of a new installment from one of the most beloved film franchises in the world. A hotly anticipated movie concerned with the eternal battle between the forces of good and evil and featuring a certain towering, grey haired sage beloved by children and adults alike.

But we’re not here to talk about Tyler Perry’s A Madea Christmas, we’re here to discuss Peter Jackson’s The Hobbit: The Desolation of Smaug, which also opened in theatres today.

While the prior installment in this “sequel trilogy”, An Unexpected Journey, was forced to spend much of its (not insubstantial) screentime providing set up and introducing character relationships, Smaug is an impressively brisk, exciting adventure that capitalizes on that build up.

Jackson’s decision to split Tolkien’s The Hobbit, not a long novel by any means, into a three-part epic has met with a lot of flack from critics and fans. Some of this feels deserved; there’s certainly some unnecessary padding at the front of An Unexpected Journey. But the benefit of Jackson going this route is really on display in Smaug, where he’s free to incorporate a number of ideas (either wholly original or repurposed from other Tolkien material ) not originally present in the 1937 novel. What we’re left with here is a rare film adaptation that has much more room to breathe than its literary forebearer.

The Desolation of Smaug picks up shortly where the prior film left off, with our DnD party of thirteen-dwarves-one-hobbit-and-Gandalf on the run from the (awesomely named) Azog The Defiler and his army of orcs as they make their way to the dwarves’ former homestead beneath the Lonely Mountain. Along the way they encounter were-bear Beorn (played with a terrific mix of foreboding and dignity by Swedish actor Mikael Persbrandt) and a nest of skincrawlingly gross talking spiders in the Mirkwood forest before being captured by a party of wood-elves and brought before the elven king Thranduil.

After being relegated to the role of “beautifully ethereal Middle Earth babysitters/wet blankets”, Jackson’s elves really gain a whole new dimension in Smaug. Thranduil, played by an almost unrecognizable Lee Pace, is an elfen sovereign who bears scars both mental and physical. When Thranduil executes a captured orc in cold blood after he lands an especially pointed taunt, you get a real sense of the desperation screaming from beneath his smooth facade. Orlando Bloom reprises his role from the original LOTR trilogy as elven-prince Legolas and while he mainly serves as a vehicle for some (pretty astonishing) action sequences, Bloom plays him with a youthful anger that’s distinctly different from the character we come to know in earlier films.

The film’s biggest deviation from the source material is the introduction of lady elf Tauriel (Evangeline Lilly), an original creation of Jackson and his wife/co-writer/producer Fran Walsh. Tauriel is a real breath of fresh air in the largely male cast and absolutely my favorite part of Smaug. While Lilly is best known for playing the universally loathed character of Kate on ABC’s Lost, her performance here is a total 180; she plays the tomboyish, toothy Tauriel with wide-eyed excitement and warmth in between scenes of asskicking and cool flips. Tauriel’s chaste romance with roguish dwarf Kili (Aidan Turner) and her subsequent quest to save him after he’s poisoned provide the film with an emotional core that a lesser movie would’ve forgone. What really elevates this storyline, for me, is that Tauriel’s mission is motivated less by romantic love than it is her desire to do the right thing no matter the personal cost, a striking contrast to Thranduil’s moral ambiguity in the face of crisis.

The film’s second half is largely spent in the Lonely Mountain-adjacent Lake-town and it’s here that the film really shows off a sense of style and tone distinct from the original LOTR films. Populated with characters like the Robin Hood-esque Bard (Luke Evans) and the farcical town Master (a heavily made up Stephen Fry), the Lake-town portions of this film lean heavier on comedy than any other part of the film but also serves to showcase some really interesting conflict between Bard and dwarf leader Thorin (Bard knows Thorin’s quest to reclaim his homeland will bring destruction upon his home).

The film’s final, headline set piece, our band of heroes’ long-awaited encounter with the titular gold-hoarding dragon, is spectacular. Although Martin Freeman’s Bilbo takes something of a backseat to other characters in this installment, his one-on-one cat-and-mouse battle of wills with Smaug is truly something to behold. Jackson depicts Smaug’s ill-gotten treasure pile like a shifting sand dune desert, almost a character in its own right that helps or hinders Bilbo’s attempts to evade the enormous dragon and recover the dwarven Arkenstone.

That Benedict Cumberbatch’s vocal performance as Smaug is terrific comes as a little surprise; Cumberbatch excels at playing hungry sociopaths. Cumberbatch’s Smaug has some impressive range; although largely a pure force of nature, the bursts of pettiness and arrogance we get at important moments create a fully developed character in a relatively short amount of screentime.

Within these last few scenes we also get some wonderful character moments from Thorin (Richard Armitage). As with Thranduil, Thorin is another leader whose burdens of leadership threaten to consume him (when Bilbo fails to give him the Arkenstone after escaping from Smaug’s clutches, he threatens his comrade-in-arms with a sword.) If The Desolation of Smaug has one truly strong thematic through line, it’s the dangerous, corrupting power of authority; the Master of Lake-town is a tin-pot despot who builds statues to himself while his people starve while rulers like Thranduil and Thorin are moments away from being consumed by the very darkness they oppose.

The weakest portion of the film is a subplot following Gandalf performing some Middle-Earth detective work with wizard comrade Radaghast at the ruins of Dol Guldor. The reveal of the otherworldly threat hiding within is belabored and pretty obvious (although Gandalf’s face to face encounter with Sauron sent chills down my spine). More than any other story thread in the film, we’re left waiting for next year’s installment (The Hobbit: There And Back Again) for this to really go anywhere.

Full of thrilling action sequences and decidedly grounded character work, The Desolation of Smaug is a marked improvement over its predecessor, a movie that takes much of what works about Jackson’s prior Lord of The Rings films but isn’t afraid to explore some new directions and an outstanding fantasy film in its own right.