
The film stars Martin Freeman as Bilbo Baggins, Richard Armitage as dwarf prince Thorin Oakenshield, and Benedict Cumberbatch as the voices for both Smaug the dragon and the mysterious Necromancer.
SUMMARY
The film starts as a kind of historic epilogue to the movie (as in the first one). A year before the current adventure, the wizard Gandalf "happens" to run into Thorin Oakenshield in an inn. He councils him to find the precious jewel of Thorin's grandfather, which is the only thing that will unite the dwarf clans. Gandalf tells Thorin he will need a burglar (who is obviously Bilbo Baggins)...
Twelve months later, Bilbo is acting as a sneaky lookout, watching the pack of vicious orcs that were hunting him and the dwarves in the previous film. Just as he is about to return to Gandalf and the dwarves, though, he sees a huge and ferocious bear. He, of course, reports this to the others.
Gandalf urges the company to hurry because there is only one place where they can be safe from the orcs, who are closing in. There is a catch, though: the person who they will stay with will either welcome them...or kill them all.
Fortunately, he doesn't harm them, but we learn that is not fond of dwarves. The only reason this man, Beorn, helps them on their journey (by giving them horses to outrun the orcs) is because he hates orcs more than dwarves.
The company finally makes it to Greenwood (now called Mirkwood because of the darkness that has ascended upon it), though Gandalf must leave them to confront a great evil. He leaves them with one command: do not leave the path. Well, they do just that and Bilbo must climb a tree to see which way is east. Although, when he comes back into Mirkwood, the dwarves are gone. They have been captured by giant, hungry spiders. It is up to Bilbo to rescue them again.

Eventually, they make it to Lake-town, near the mountain Erebor, which was their original quest. The company splits up: a few stay in Lake-town, while Bilbo, Thorin, and several others go to Erebor to search for the hidden doorway.
While they are away, Laketown is attacked by orcs. Also, the company at the Lonely Mountain (Erebor) find an angry dragon on their hands. During all this, Gandalf is fighting a dark power, after discovering a terrible secret.
The Desolation of Smaug, like its predecessor, ends with a cliff hanger. This time, though, we have two or three of them. Trust me when I say that this film will not leave you without suspense, after or during the movie.
CONTENT
While both Hobbit films had orc creatures, The Desolation of Smaug has much more violence with them. As in previous Middle-earth films of Peter Jackson's, the second Hobbit film had multiple battles scenes, many of them with blood. A couple of orcs are beheaded in the film, not to mention the dwarves, elves, and men who are shot at or killed on-screen. These are definitely the most violent scenes of the movie. Also, some of the creatures will likely frighten younger kids: the orc hunters (as mentioned), the massive dragon Smaug, a giant bear, and large spiders. In addition to this, there is a Necromancer who takes form in a shadow and later as the silhouette of a human-like figure; his voice and battle with one of the heroes might scare children.

I don't recall any foul language in the film.
As in the previous Hobbit film, both the heroes and villains use magic. Gandalf (and the briefly-seen Radagast) are both wizards. Also, the Necromancer from the first movie returns and uses dark magic against one of the wizards. There is a clear contrast between the wisdom and goodness of Gandalf and Radagast, as opposed to the evil powers of the Necromancer.
I have read mixed reviews (and heard mixed opinions) of The Desolation of Smaug. Obviously, to make three films, the director had to add a lot from the book and even change a few things. For fans of The Lord of the Rings, the Hobbit movies can never be just like the other trilogy, since its story is much different. I really enjoyed the film and if you like fantasy and adventure, this is a good choice. Even with some complicated plots and a few other things, this was still a great movie.
I have read mixed reviews (and heard mixed opinions) of The Desolation of Smaug. Obviously, to make three films, the director had to add a lot from the book and even change a few things. For fans of The Lord of the Rings, the Hobbit movies can never be just like the other trilogy, since its story is much different. I really enjoyed the film and if you like fantasy and adventure, this is a good choice. Even with some complicated plots and a few other things, this was still a great movie.
GENERAL INFORMATION
Length: 161 minutes
Rating: PG-13 (for extended sequences of intense fantasy action violence, and frightening images)
Director: Peter Jackson
Producers: Carolynne Cunningham, Zane Weiner, Fran Walsh, Peter Jackson
Music: Howard Shore
Year of release: 2013
Primary audience: Teens, adults
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