The good news is that this middle film of the trilogy is a great improvement over The Hobbit: An Unexpected Journey. Director Peter Jackson has forsaken, thankfully, his use of 48-frames-per-second, which created a plastic, video look to the sets, and has decided to go back to storytelling.

The film’s more pressing narrative and a renewed emphasis on the central character of Bilbo Baggins (Martin Freeman) all help provide an energy and focus that the first film lacked, and that is often missing from the second part of a three-parter. The sweeping camera movements, meaningful close-ups and humor—elements that made the Lord of the Rings trilogy so successful—are in much better balance here, though Jackson is still too obsessed with hideous creatures and battles that go on too long. But this film reminds us of the other trilogy’s greatness and is a worthy successor to them.

It’s common to care a little less about the adventures and challenges of a middle film. We know that things can’t be resolved in the film, and there is often a sense of treading water. Not here. There are enough adventures, suspense, escapes and battles to keep the film moving along, with just enough reference to the larger narrative of both The Hobbit and Lord of the Rings to remind us of The Bigger Story.

These kinds of films are not the acting showcases that other kinds of films are (see American Hustle for the latest example). But the film enjoys a commitment to the world of the film by serious actors (Ian McKellen, Martin Freeman, Richard Armitage) who give themselves fully to the material, a happy trend that has strengthened many an “alternative world” or superhero movie of late. The only weak spot is Lee Pace’s Thranduil. Pace has the look and bearing of a movie star and kingly leader, but when he opens his mouth, he simply doesn’t have the gravitas and authority to pull off the character.

Not being invested in the original source material might make it easier to accept Evangeline Lilly as warrior elf Tauriel, an additional serious archer and fighter and possible love interest to Orlando Bloom’s Legolas. She fits into Jackson’s world well, and provides a slight romantic element that simultaneously softens and enriches the film.

With all the improvements over the first film, it’s an added bonus that when Smaug appears, he is simply The. Best. Dragon. Ever. He is introduced subtly and gradually, and we are allowed as viewers to get a sense of his size and power before we see him. When we do, he is a revelation. Voiced by current favorite Benedict Cumberbatch (coincidentally, Masterpiece Theatre’s Sherlock to Martin Freeman’s Watson), he is slick and smart, and completely takes over the film the moment he appears. His appearance completely re-energizes the film, and thrusts it headlong into the sequel, for which we will wait another year.

Jackson makes a bold move in ending the film on a question (in more ways than one) instead of the culmination of a secondary issue or conflict. It’s audacious, and it works. He’s still too in love with the grotesque, and he carries on his adventurous set pieces too long, but Jackson has given us a part two that improves upon the first, and not only sets us up for part three, but makes us eager for it.