Today, the second installment of the Hobbit trilogy is out. My official review is in the Philadelphia Weekly; in it, I call this entire franchise butter scraped over too much bread, because at this point I’m not sure what else you can call it. (There are some spoilers in that review, and there will be some spoilers here, too.)

By now, the obvious franchise grab of spreading one movies’ worth of material over three movies is beginning to bite the films in the ass; the first movie, while interminably padded, was at least recognizably the story of The Hobbit. This movie abandons that concept pretty early on, with a bingo-card of Lord of the Rings tropes it dutifully checks off in an attempt to widen the scope of the movie. This does mean more orc fights for everybody, in case anybody was really spoiling for more lengthy orc fights that have all the dramatic heft of watching someone else play the video game.

It also means we’re dealing with a movie so perfunctory that Azog, the nemesis orc from the first installment, gets called away to another plot in the movie’s opening minutes, and tells another orc to just keep pursuing the dwarves for him in his absence, provided he hates dwarves an equal amount (what luck – he does!). Both orcs are, however vaguely, involved in the canon, despite the gymnastics involved in having them both in this particular installment. But the handover is transparent, and the moment is illuminating; the bureaucracy of this trilogy is now so complete that we’re delegating nemeses.

And despite a running time that nears three hours, the movie seems too busy for many of its holdover characters. Balin acquits himself well, and there is thankfully less emphasis on dwarves as comedy, but Thorin takes a backseat for much of the film, which makes his dark Durin’s Day of the soul in the film’s third act feel unearned. Bilbo is more often present, but also feels lost in the shuffle until his standoff with Smaug, which seems unforgivably rushed (into an action scene, of course).

This same feeling of narrative distraction permeates several of the set pieces. f you’ve been holding your breath for much of Mirkwood, you’ll be disappointed: there’s enough time for warrior elf Tauriel to love interest back and forth a bit with a dwarf, and Lee Pace gets to demonstrate a creepy-fabulous elf king in Thranduil, but it’s treated as a pause between orc fights as much as anything. (It seems odd that there’s nary a glimpse of the fabled elf party of Mirkwood, with so much running time to play with; if nothing else, it would have provided the magnificently arch Pace with facial expressions the world was, perhaps, not ready for.) Even when the time is relatively well-spent, like the internal politics of Laketown and the expansion of Bard, the shadow of Lord of the Rings is long. It’s nice to watch Luke Evans fighting his way out of the last few years of his CV, but did you want a Grima Wormtongue analogue ass-kissing his way through Laketown? Hope you did!

The Tauriel subplot might be one of the most talked-about of the additions, because some people who will forgive half a dozen extra orc fights might balk at the addition of a ladyperson. Much has been made of Evangeline Lilly’s statement in interviews that it’s unacceptable for nine hours of entertainment to go by without a woman in it; ignoring that The Hobbit is actually about ninety minutes of entertainment, her point is a good one. Certainly with all the overcrowding of the story, not including a woman would have felt like a pointed slight (not even Galadriel gets screen time in this one). And Tauriel is as much a part of the action as Legolas, with her fighting prowess front and center in her story. (One wishes Jackson had felt so driven to include fighting women back when Eowyn was being cut out of Helm’s Deep, but perhaps he felt that with Eoweyn, Galadriel, and Arwen to boot, the place was awash with ladies.) But Tauriel’s primary concerns in the story are still romantic; she gets in some circumspect moral-compass moments with a younger, harsher Legolas (Orlando Bloom, CGIed into oblivion) that indicate some internal life, but as far as her function in the plot goes, she’s the focal point of a love triangle and events unfold accordingly.

Admittedly, we’re at the point in the trilogy where you’re either willing to let a lot of this slide or you’re not; if you didn’t mind the overlong fight scenes in the first one, perhaps these will slip over you, too. But this movie also takes liberties with the core material of the book in a way the first one largely didn’t. It’s particularly decisive in the film’s final third when the dwarf fellowship breaks (oh……okay), creating distinctly Lord of the Rings plot tracks in a clear break from the original story.

To have so many elements tacked so uncomfortably onto one another does, admittedly, create an atmosphere of suspense—I’m just not sure it’s the sort of dread Jackson intended. I’m just grateful there’s already a five-army battle built in to the next one; if he makes that long enough, it might spare us an orc fight or two.