It's not the destination, it's the journey — but that isn't always true. Sometimes the journey begins when the destination is reached.

For the company of dwarves under Thorin Oakenshield (Richard Armitage) that couldn't be more true.

After the events of "The Hobbit: An Unexpected Journey," the dwarves in "The Hobbit: The Desolation of Smaug" must travel through the Mirkwood, a once-green and pleasant forest grown dark with corruption. There be spiders in them woods, big ones, the size of Volkswagens.

There are also wood elves, led by the dour King Thranduil (Lee Pace), who isn't exactly on Thorin's Christmas list — when Erebor originally fell, Thranduil failed to aid the dwarves in their hour of need, turning his thin aristocratic back on them. Among the wood elves is a familiar face — Legolas (Orlando Bloom) who is Thranduil's son. Also there is Tauriel (Evangeline Lilly), an elf Legolas is a bit sweet on. She also is the object of attention for Kili (Aidan Turner), one of the dwarf company.

Also on their tails are a party of Orcs, led by the gruesome Azog the Defiler (Manu Bennett) who appears to be answering to a mysterious Necromancer (Benedict Cumberbatch).

Gandalf (Ian McKellen), fearing the worst, goes to Dol Guldur accompanied by fellow wizard Radagast (Sylvester McCoy) to investigate, and gets more than he bargained for.

Meanwhile, the company has made its escape from the elves, with Tauriel and Legolas hot on their trail, and make it to the human village of Laketown, where they receive aid from Bard (Luke Evans), a ferry captain who is dissatisfied from the corrupt regime of Laketown's master (Stephen Fry). Still, Thorin manages to convince the Master that a dwarven presence in Erebor will only mean prosperity for Laketown. They are sent on their way with weapons and provisions, leaving behind Kili, who had been gravely hurt in an Orc attack.

Once at the Lonely Mountain, the company will need to find the hidden doorway into Erebor and Bilbo (Martin Freeman) will have to search for the Arkenstone, a powerful talisman and symbol of the right of the King Under the Mountain to rule Erebor, without waking Smaug (Cumberbatch again) which is beastly difficult when you consider how much a dragon loves his treasure. Can Bilbo retrieve the jewel before Smaug becomes fire ... and death?

I was more impressed with the visuals of the first "Hobbit" movie than with the film itself, which I thought was more exposition than action.

Thankfully, that is not the case here, where the film moves at a more suitable pace for fans of the "Lord of the Rings" trilogy. There's also more of Middle Earth to be explored (we'd already been in Rivendell and the Shire, where the first film was primarily set), and a lot more action.

Freeman remains a pitch-perfect Bilbo, although he's given less to do here. While Thorin and Balin (Ken Stott) remain the primary focus within the dwarves, Kili gets a lot more attention here, and we get to spend a goodly amount of time with new characters Tauriel, Bard and Thranduil. Returning Legolas gets his share of screen time as well.

Once again the visuals are remarkable, particularly in the IMAX 3D High Frame Rate presentation, which is one of those rare instances where the upcharge is worth it. Of special note is Smaug, who is done through motion capture, but the detail to his look is so exquisite you can see the individual scales as his muscles ripple under his skin. This may well be the most life-like CGI creature ever captured on the big screen.

Some Tolkein purists are grousing about the character of Tauriel, a whole-cloth invention of the filmmakers, but I appreciate the inclusion of a female character in a story that was distinctly male-centric in the book. It's not headline news that a film version of a classic book is going to be different. That the movie version is different does nothing to diminish the original source material. You can still read it; it's not like once the movie shows up in the local multiplex, all the copies of the book are confiscated and burned. If you don't like the movie version, don't watch it. It's that simple.

This is a great improvement over the first movie of the "The Hobbit" trilogy; if the third film makes the same kind of improvement, we're in for a crackerjack of a time in 2014.

Read this review by Carlos deVillalvilla and more at his website.