Well, it’s better–at least more entertaining–than last winter’s first Hobbit film. So there’s that.

But, like Gandalf and his fellow wizards and elf lords catching vague feelings of growing darkness in the wind, for us long-time Tolkien fans (and us fans of Peter Jackson’s decade-old Lord of the Rings film trilogy) there’s a creeping sense that exactly what makes Desolation of Smaug work more effectively as popcorn entertainment is an on-screen death knoll for everything that made Tolkien’s works so special.

The Hobbit: The Desolation of Smaug is an action film, pure and simple; constantly jumping, spinning, and grabbing at our YouTube-ravaged attention spans.

Sure, the battle with the Mirkwood spiders was Tolkien’s idea, but everything else comes from Jackson and co-writers Fran Walsh and Philippa Boyens turning relatively low-key moments like the barrel escape from the wood elves and Bilbo’s initial parlay with Smaug into full-blown action set-pieces.

As in An Unexpected Journey, the first half of Smaug is driven by a pack of hunting orcs on warg-back, whipping the narrative along at every turn. (And once again, Jackson et al insert yet another new orc big baddie into the story to act as a more visceral antagonist. You know, because A Giant Fricking Dragon wasn’t enough.)

Nothing is ever allowed anymore to just happen in the Hobbit films—everything has to be ratcheted up, drawn out, enhanced and turbo-charged. Even Bard the Bowman’s fateful Black Arrow is no longer a simple, lucky shaft, but part of a giant Super Weapon. (The character of Bard—played with Aragorn-like stoicism by Luke Evans—is equally inflated, complete with a family of adorable moppets for that extra “threat to the family” juice.)

Yes, the action is often nicely CGI choreographed, especially the river-barrel scene as it weaves between slapstick and ballet. But every movement from point A to point B becomes a chase-fight-chase scene. (“Barrels out of Bond” becomes “Barrels! The Death-defying Log Flume Ride!”)

Take away the over-saturated New Zealand landscape and the leather leggings, and these Hobbit films are starting to feel less like Tolkien and more like The Fast and the Furious. (No orc make-up necessary for Vin Diesel.)

And it’s not just the big action set pieces—every little gesture has to be re-jiggered into artificial busyness in an attempt to constantly manufacture excitement and suspense. No one can simply pick up a fork anymore in The Hobbit. They reach for the fork, it tumbles out of their reach, and dangles precariously on the edge of the table. Then a band of howling orcs crashes through the dining room window and sets everything on fire.

The Desolation of Smaug rarely slows down enough to rely on actors talking or selling quiet moments before it’s on to the next big CGI thrill-ride spectacular. And when the film does get off the amusement ride for a few minutes, it’s usually for newly-created bits of obvious padding.

There are added-in noble, flirtatious teasings between the new she-elf character of Tauriel (Evangeline Lilly) and Kili the Dwarf (Aidan Turner). (Because what the franchise really needed was a scene in which an elf waxes rhapsodic about starlight while getting twitchy ears for a dwarf.)

And once Thorin’s Company reaches Laketown, we’re treated to long stretches examining the village’s contentious economic and management structure at the hands of its “Master” (the always delightfully redoubtable Stephen Fry). That’s right—come for the Giant Dragon, stay for the Laketown political mechanisms. (Did Jackson let George Lucas take a pass at the script?)

What worse is that these plot threads with Tauriel and Kili and the Laketown Master are not just side bits, but—in the ongoing effort to stretch Tolkien’s slim novel out over eight hours and three films—both storylines are given far too much screen time. At one particularly egregious, head-slapping point, Jackson literally crosscuts between an epic battle with a fire-breathing dragon and a bit of ginned-up Laketown business involving a dwarf looking for a particular weed to help heal a leg wound.

All this begs the question, if we must have three Hobbit films (and clearly the undying, Smaug-like greed of Warner Brothers says we must) then why do they each have to be over two and a half hours long? Smaug, like Journey before it, would probably have made a delightful 105-minute movie.

Ironically, all of this leaves little room for the gentle charm and—at least for the first half—the title character of Tolkien’s small, rustic novel. Martin Freeman is noticeably better this time out as Bilbo—settling into the character, he’s less archly theatrical while still letting his fine comic timing show through. But amid all the chasing and fighting and orcs and dwarfs and love-struck elves (including a sullen and somewhat fleshier Orlando Bloom back as Legolas), until the film reaches The Lonely Mountain and Smaug, it’s easy to forget there’s a Hobbit in The Hobbit.

Tolkien’s novel is about unexpected adventures and experiences; the wider wonders (and terrors) that come with setting out into the unknown. But of course The Hobbit films rarely dare offer up the unknown to audiences. They’re packed with callbacks to and reminders of the Lord of the Rings movies: not just the parts from Tolkien, like Gandalf and the Ring, but also Legolas (complete with a bit of blatant fan service involving Gimli’s dad), glimpses of Sauron, dark and rainy nights at the Prancing Pony in Bree (in an opening flashback), Tauriel as a more active version of Arwen, and a clear attempt to fashion Laketown’s Master and his sniveling, conniving assistant into lightweight versions of Théoden/Denethor and Wormtongue.

Yes, Smaug the dragon is “new” to those who only know The Lord of the Rings, but while the massive CGI creature is suitably impressive (as deeply voiced by Freeman’s Sherlock co-star Benedict Cumberbatch) there’s nothing much surprising about Smaug’s visual presentation.

Like all Jackson’s CGI creations, he has heft and presence, but Smaug looks almost prosaically “amazing”—didn’t we know he’d have to?—and as with everything else in the overlong film, the dragon is plucked from his perfectly turned, understated role in the book and hauled into an increasingly tedious string of action beats.

With every jacked-up bit of Rube-Goldbergian business he’s put through, Smaug the Magnificent loses a little more of his menacing mystery and majesty as the franchise, desperate for a “big finale” to its middle section, turns him into just another Clash of the Titans-style CGI monster to be battled by puny CGI heroes. It’s only at the film’s very finish, as Smaug soars off roaring, “I am fire! I am death!” that the mighty firedrake regains some of his dark-epic grandeur.

(One nitpicky geek bit: How would Smaug know to refer to Thorin as “Oakenshield” when the dwarf prince earned that name after the dwarfs were forced into exile from the Lonely Mountain? Does Smaug have The Daily Middle-Earth Gazette delivered to his front stoop?

(Okay, a second nitpicky bit: Why would the dwarfs try to kill a dragon with fire? Isn’t that like trying to drown a fish? Or overexpose a Kardashian? I know dwarfs aren’t the sharpest sticks in the land, but come on…)

The Hobbit films still work best when dealing with the larger gravitas of Middle Earth—the rise of “The Enemy” and the Elves’ waning interest and influence in what is increasingly becoming the humans’ world.

The most welcome padded-out additions here are the expansion of Gandalf and the White Council’s dealings with the ominous “Necromancer” at Dol Guldur. For as much as Smaug is a “physical” CGI spectacle, our glimpses of Sauron (also voiced, albeit in the Black Speech of Mordor, by Cumberbatch) are less technically dazzling but, in giving dark and fiery shape to a formless evil, more visually and emotionally effective.

And there are always times when Jackson’s obvious love for his New Zealand vistas shines through, even in something as melancholy as fog rolling through the mountains. But for the most part, as with the first Hobbit film, it doesn’t seem Jackson’s heart is fully in Middle Earth anymore. As the film rambles along feeling somewhat cobbled together in its endless padding, its lurching style and tone never quite in balance, you can’t help but think Jackson’s overcompensating for that lack of passion by piling on the busy-busy.

What us Tolkien fans must accept is that while Jackson’s Lord of the Rings films felt like he, Walsh, and Boyens were doing their best to put the books on the screen, these Hobbit films are merely using the slim book as an excuse to make big, lucrative movies.

One of the few glimpses of Tolkien’s pastoral humanism that remains in the film version is Bilbo’s climb above the Mirkwood tree canopy where he’s greeted by a fleeting moment in the sun, surrounded by small, fragile butterflies.