Ranking: 4/10 *SPOILERS AHEAD* Well folks, many of you know this is my custom to review the movies like this and has been since they first came out back in the First Age of the Tolkien forum. Before the FADs (Film Adaptation Defenders) come out in full force and knock me for my review, know that I DID give Unexpected Journey 7/10 despite the grievous changes in it. I tried with this one. I really, really tried to separate the book from the movie but I found it impossible to do with DOS compared to UJ. There was so much wrong with this installment that I barely recognized the book short of a few locations and the linear story line. So without further ado, let's get on with it. THE GOOD 1) Smaug - Looked great, sounded great and said (or said out loud from his thoughts) what Tolkien wrote. 2) The Spiders of Mirkwood - Looked good even if it didn't follow the book very well. 3) Fight sequences - Despite that most of them were fabricated, Jackson definitely made them exciting and enjoyable. That's about it. Sorry folks but this was even worse than The Two Towers theater version in regards to the LoTR series for a lousy adaptation. There were almost no redeeming qualities to this movie as an adaptation. THE BAD - (Oh where do I start?) 1) Lack of Beorn - You think with all the fleshing out, additions, gratuitous changes that PJ makes to the movies, he would have done it with this. Like the Ents in the theatre version of TTT, Beorn was pretty much useless. I was expecting PJ to have a field day with this, showing him skinning the warg, fighting the goblins and what not. He might as well have not even been there. Definitely dropped the ball on this one and I hope that there is more of him in the EE. 2) Prolific and gratuitous changes to the Elven kingdom of Mirkwood - From Thorin being captured with everyone else to Thranduil and Thorin both talking about the dwarves' quest and Thranduil offering his help. Sheeesh. That was way too many changes from the book. Nevermind the invention of Tauriel and Kili and her interaction 3) Lack of Mirkwood time - It was so rushed. Where was Bombur falling in the river and falling under a spell? What about the crashing of the Elves' camps? Jackson whipped through Beorn and Mirkwood with damn near a passing nod just so he could waste half the movie's time in Laketown and extended scenes in Erebor. Which brings me.... 4) Laketown - I understand that having a bit more of a part for Bard is necessary. He really can't just show up out of nowhere to kill Smaug. Wouldn't work from a cinematic point of view. But was damn near an hour of time needed to be spent in Laketown with completely made up events? Kili being wounded and 'dying', having Bard running all over the place, Legolas and Tauriel fighting. Never mind having the orcs attack it. It was just a boring waste of good screen time that could have been used elsewhere. 5) Kili, Fili, Bofur and (Oin?? - the 'deaf' one) being left behind in Mirkwood and Kili being wounded. Come on...what the hell, PJ.... 6) Orcs and Elves chasing the barrel riders - Despite the exciting fight scenes and seeing Legolas and Tauriel do some great fighting (and of course good old fat Bombur. ), I felt this was really just Jackson indulging himself. Where was the secrecy? The deception of the Elves by Bilbo and the dwarves? 7) Erebor - Just when Jackson gets it good with Bilbo and Smaug's palaver, he goes and extends it with complete nonsense and extended footage of Smaug and the dwarves destroying the hell out of Erebor and all the mining materials. The gold statue at the end of that??? What the hell??? That whole section was such an utter travesty of epic proportions. Plain awful It is such a pity that Jackson spent damn near over half the movie in two locations (Laketown and Erebor), with so much added fluff and nonsense while places like Mirkwood and the House of Beorn were so grossly neglected. THE NEUTRAL 1) Tauriel and Legolas - Obviously if there are any elves fighting or taking dwarves captive, Legolas as the prince of Mirkwood would probably have been a part of that. I had no problems with him being there and given a bit part. Even Tauriel as one of the elves of the king's guard didn't bother me so much. They probably gave us some of the most exciting and stylish cinematic fighting out of all PJ's adaptations. Had PJ left it in Mirkwood, it wouldn't have been so bad. But noooooo...he has to have them show up in Laketown to save the day, heal Kili, seduce Kili, and fight orcs that shouldn't have been there to begin with. 2) Gandalf in Dol Guldur - I know the Council of the Wise does eventually drive the Necromancer out of Dol Guldur and obviously PJ is setting up the army to go to the Battle of the Five Armies (despite the fact that it was goblins from the Misty Mountains and from the North at this battle and not orcs from Dol Goldur) I have no problems with PJ showing HOW this 'driving out takes place' and I know he has to set it up, but I felt Gandalf fighting there and his capture was just plain dumb and stood out awkwardly from the rest of the movie. I really felt that Jackson gave WAY too much time in Laketown and Erebor with complete fabrications that the rest of the locations and exciting things that happened there, were basically glossed over. That is Jackson's forte though: Skip Tolkien to add in his own creations. It was just a sloppy handling of the material. Overall, despite what the critics have said comparing the two installments, I felt that Unexpected Journey was a better movie AND adaptation than Desolation of Smaug. I hope PJ does the final installment the justice that the book deserves.