Middle chapters in trilogies — particularly in cases where each installment is part of a larger whole — can often come across as time-wasters. The idea, especially here, in The Hobbit: The Desolation of Smaug, is to initiate events that will pay off in the finale, but not necessarily do a whole lot else. There are relatively few narrative arcs, a couple of grand action scenes, and a lot of pit stops where characters do very little for extended periods. For the first time in Peter Jackson’s Middle-earth saga, I felt bored.

I will, however, say this: If the third Hobbit movie winds up being fantastic, it could mean this second one — and to lesser extents, the first chapter — might have to be retroactively reevaluated. If the payoff is so tremendous that this set-up is necessary, then it will make me see The Desolation of Smaug in a different light. Watching The Lord of the Rings back-to-back-to-back is a better experience than watching them individually and then taking a year off, after all.

The plot this time around only covers a few chapters of the Hobbit novel, which might be why this film feels too long and inconsequential — and also incomplete, but I’ll whine about the ending later. The plot follows Thorin (Richard Armitage) and 12 other Dwarves, Bilbo Baggins (Martin Freeman), and Gandalf the Grey (Ian McKellen) on their quest to defeat the dragon Smaug (voice and motion capture of Benedict Cumberbatch) and reclaim the Lonely Mountain. If that makes no sense to you, stop reading now because you have hours and hours of film to watch in order to catch up.

When we begin the film, the cast had recently escaped the pursuit of some Orcs with the help of giant eagles. Gandalf soon departs the group to go set-up more events for the Lord of the Rings films. The rest wind up heading through the Elven forest of Mirkwood, a small town near the Lonely Mountain named Esgaroth, and eventually the Mountain itself, where, after what seemed like forever, they meet Smaug, who is such a fantastic creation that he alone almost makes the film worth recommending.

Another subplot features Legolas (Orlando Bloom), who wasn’t in the Hobbit book, and Tauriel (Evangeline Lilly), who was created just for this film, doing awesome Elven stuff. The main crew meets them after they reach Mirkwood, Tauriel begins mutually falling in love with one of the Dwarves — although I couldn’t tell you which one — and then the two Elves save the company from an Orc attack not once but twice. I guess if Gandalf can’t be used as a magical savior then someone else had to fill in, and Jackson chose fan-favorite Legolas and newcomer Tauriel to do this job.

The stops in both Mirkwood and Esgaroth seem to last forever. It’s not even that nothing happens while the crew is there; it’s just that it all feels inconsequential to the movie we’re watching. Some of it hints at bigger things in The Lord of the Rings, while much of it is just empty dialogue about plot points we already understand. It’s been padded to justify the creation of this third film. It becomes clear with The Desolation of Smaug that The Hobbit didn’t need more than two films.

Despite all of this padding, the ending is a complete letdown. It should have ended earlier. This film contains the textbook definition of a cliffhanger, and given all we have had to sit through it is immensely disappointing. We finally reach the point at which Smaug is going to do something exciting, and then the titles begin to roll. “Wait a year,” the film tells us.

There is a lot of action, which mostly exists to get the characters from one place to another. Many of the action scenes are fun, albeit overly complicated. When Bilbo and the Dwarves finally awaken Smaug and try to kill him it becomes a Rube Goldberg machine of events. I don’t often say this but that sequence felt like it was lifted from a video game. Smaug is a great CGI creature who is voiced wonderfully by Benedict Cumberbatch, and does a great deal toward trying to save the film. That barrel scene — the way the Hobbits travel from Mirkwood to a place close to Esgaroth — is also enjoyable but there’s almost too much to take in.

The first Hobbit film was lighter in tone and had actual character arcs when it came to Bilbo and Thorin. This one replaces that tone for darkness and frowning, and substitutes in an unnecessary love triangle for anything resembling character growth. Bilbo, who is supposed to the lead, is often forgotten about for large periods of time. Try remembering any of the Dwarves names apart from Thorin and perhaps that one who falls in love with Tauriel — although that might be a stretch.

I thought a fifth journey into Middle-earth would be a great deal of fun but as it turns out, even the most wondrous of places can wind up somewhat dull if you milk them for more than they’re able to give. Smaug is great and some of the action scenes are wonderful, but there’s more filler and padding to slog through than previously and there’s little in the way of focus or character arcs to hold interest in between them. This could all result in a wonderful payoff in the third film, but for now I feel let down and bored.