"It's been called that before, but not by you."

It becomes quite clear that Bilbo Baggins has become infatuated with his mysterious ring he acquires in the first Hobbit film. Now, he is learning to take advantage of it in certain situations—it's quite a helpful took for a burglar—all while beginning to grasp what wearing the ring entails.

Bilbo Baggins (reprised by Martin Freeman) has come a long way from his books and stories in his newest film, "The Hobbit: The Desolation of Smaug." He admirably fights spiders, Orcs and faces a giant dragon. He has accepted his role as the burglar within the dwarf clan as they travel to Lonely Mountain to reclaim the Dwarves homeland.

It's not just Bilbo who has grown up; rather, the entire film has matured from the original into a spectacle, a non-stop thrill ride with crazy escapes, spritely enemies and side quests that actually give "Desolation of Smaug" more of a "Lord of the Rings" feel, at times. While concerns about making the singular Hobbit book into a three-part epic are legitimate—there are quite a few unnecessary and poorly executed additions—the film still delivers on the entertainment and, for the most part, gets the key elements from the source material correct, albeit a little dramatic, as most Hollywood movies go.

The best improvement that "Desolation of Smaug" has going for it is the pacing. From the opening scene (including a cameo by Peter Jackson, the director who might have been the first person seen in the film), Gandalf and Thorin, the Dwarf leader, are talking in secrecy at the Prancing Pony in a scene that actually is a prelude the first film and gives first hints at the bigger threats to Middle Earth. Meanwhile, Orcs are hunting down the Dwarves right where the first film ends.

The action doesn't stop throughout. The book was far too much of a bore at times. Even "An Unexpected Journey" dragged in too many spots, losing its momentum. The sequel, though, covers a lot for its 2 hour, 41 minute run time. This isn't to say the movie is too fast. It slows down at all the right spots and visits with the characters to make it easier to attach to them. Thorin, who is in line to be king, isn't just leading a bunch of oddball Dwarves anymore.

The dwarves get caught by the Elves along their journey (in a different way than the book), so Bilbo hatches a scheme to break them free. The ensuing barrels-down-the-river scene (my favorite of the entire movie) was entertaining, well choreographed and unbelievable all at the same time. It knacks of the scene in the first Hobbit movie when they were escaping Orc captivity by crashing down the caverns while wedged in between two large mountains and somehow not harmed at all.

The discovery of the secret door into Lonely Mountain was fun. Once inside the mountain, Bilbo must discover a gem to help the Dwarves reclaim their land.

That's where Smaug (voiced well by Benedict Cumberbatch) comes in. His size nothing to scoff at; Smaug is the clever fire-breathing dragon who is guarding the Dwarves' loot in anticipation of their return. Smaug and Bilbo have an interesting exchange of wits, and the Dwarves hatch plans to eradicate the Dragon. Some scenes with Smaug get ridiculous, though. Somehow his mountain-filling fire breath doesn't seem to be effective against the Dwarves, and he isn't able to cover much ground despite his size covering most of the ground.

Where the pacing comes to a screeching halt is the ending. The movie jumps back and forth between Smaug, Lake-town, Gandalf's side quest and other mini storylines too much, which discombobulates the movie's flow.

The decision to bring back Legolas (reprised by Orlando Bloom), who is nowhere in the book, was forced, gimmicky and useless. The story of Legolas, Tauriel (a she-elf played by Evangeline Lilly who also was nowhere in the book) getting caught up in a love triangle with the elf Kili was fruitless and a waste of time. That's not to say it wasn't cool to watch Legolas in kick-butt action. In fact, there were quite a few interesting choices of death that made for some fan-friendly "ooh-aah" visuals.

The cinematography as a whole was improved. It sprawled over a much more vibrant Middle Earth, panning to capture the scope and vastness of the landscape. When Gandolf climbs the side of a mountain, with rocks for steps, there's a feeling of danger and isolation, especially when the last one he steps on crumbles beneath his feet as he nearly tumbles to his death. The Lonely Mountain is not far from Lake-town, a place inhabited by humans who are always fearful of the threat of Smaug awakening from his slumber. Like the story's pace, the camera gave the film a sense that everything was on the move.

The ending was abrupt and harsh, so be ready for that.

Obligatory 3-D comment: Watching in Imax was spectacular. I watched the original on a normal screen, and that was a mistake. Your eyes don't get buggy watching in 3-D.