Peter Jackson’s The Hobbit: The Battle of The Five Armies, returns us once again to Middle Earth and the adventures of Bilbo Baggins. The film opens where The Desolation of Smaug left off. The dragon Smaug (Benedict Cumberbatch) is bearing down on the village of Laketown with a fiery vengeance. Bilbo (Martin Freeman) and his dwarf companions watch from the Lonely Mountain as Smaug burns the town to the ground, while Bard (Luke Evans) alone sets out to fight the winged beast in a haze of smoke and cinders. It’s spectacular to watch, especially in 3D. Easily one of the most impressive sequences in the film, this all takes place before the movie title even appears on screen.

What follows is a return to plot threads from the previous two films. Killi (Aidan Turner) and Tauriel (Evangeline Lilly) resume their unspoken romance while Legolas (Orlando Bloom) looks on disapprovingly. The love triangle is not original to the book and was added, undoubtedly, to transform the story into the three film epic that it is. Another storyline not fleshed out by Tolkien is that of the Necromancer/Sauron. Galadriel (Cate Blanchett), Elrond (Hugo Weaving) and Saruman (Christopher Lee) all make appearances brief appearances in this film for an otherworldly showdown, which is included to set the stage for the future events in the Lord of The Rings. The problem here is that it doesn’t work well within the context of this film. If you haven’t seen the previous films then you don’t know what’s going on. The sequence is thrown in haphazardly in order to tie up loose ends and comes across as disjointed storytelling.

Meanwhile, back at the Lonely Mountain, Thorin, the Dwarf King (Richard Armitage) has inherited Smaug’s gold lust, concerned only with hording the treasure and finding the Arkan Stone, much to the chagrin of Bilbo and the Dwarf brethren. To make matters worse, the people of Laketown, now led by Bard, want their once promised share of the riches. And so does Thranduil (Lee Pace), who shows up with his elfin army. Thorin’s unwavering greed creates the conflict required for the battle of the five armies to take place. And the battle is what Peter Jackson has devoted this film to.

The second half of this film is all battle. There are grand aerial shots of humans, elves, dwarves and orcs all going at it. You will get your fill of stabbings, decapitations, surprising attack strategies, and behemoth, armorclad orcs being eviscerated. There are battles of the bosses involving cliff side hand-to-­hand combat and nifty fight scene choreography across icy terrain. It’s a spectacle to behold. Truly. But, after a while it seems like overkill. (Pun intended.) In the original book, the battle of the five armies began in Chapter 17 and ended at the beginning of Chapter 18, with Bilbo coming to after being conked on the head, knocked out for the majority of the fighting. Tolkien didn’t devote that much text to it because Bilbo wasn’t present for most of the battle and after all, the book was all about its titular character’s journey and how it changed him. This film isn’t. What’s lost here is the amount of screen time devoted to Bilbo. Martin Freeman’s Bilbo is crucial to the two preceding films. He is the heart and humor of the ongoing story. In this film he seems oddly under-utilized. Peter Jackson appears to have been more intent on creating one last eye-popping, epic battle than holding true to the spirit of his first installments.

 The film is visually and technically stunning. Watch it in 3D and you won’t be disappointed. Fans of action and orc-­killing will love it, Tolkien scholars probably not so much. It is the weakest of the three Hobbit films but it still packs a punch. When all three of the films are watched in succession and with the anticipated extended versions on DVD, it will probably form a more cohesive whole.

Watch the trailer for The Hobbit: The Battle of Five Armies