In a recent Dissolve interview, indie-film godfather John Sayles dropped a little wisdom in passing: “I feel like sex scenes, violence scenes, and action scenes should always be about character, or else they’re just perfunctory and boring… The style of fighting tells you something about the people who are doing it.” In the process, without necessarily meaning to, he nailed what’s making Peter Jackson’s unnecessarily sprawling three-film take on J.R.R. Tolkien’s short novel The Hobbit different from Jackson’s epic Lord Of The Rings movies. In the Rings films, many (though certainly not all) of the frequent battle scenes were integral to the plot, and revealed new things about the people fighting them: their loyalties, their failings, their desperation, their limits. So far, in the Hobbit movies—prequels to the LOTR series—the fight scenes have come at clockwork intervals, but they’ve expressed more about the filmmakers than the characters. Mostly, they’ve suggested director Peter Jackson gets bored if 20 minutes go by without someone putting an arrow or an ax through an orc’s head.

The second film in the series, The Hobbit: The Desolation Of Smaug, takes up where the first one left off, with hobbit Bilbo Baggins (Martin Freeman) and 13 fractious dwarves led by hereditary king Thorin (Richard Armitage) crossing Middle Earth to confront the dragon Smaug (voiced by Benedict Cumberbatch), who’s claimed an entire dwarf “kingdom under the mountain” as his property and his lair. As the film’s opening reveals, the wizard Gandalf (Ian McKellen) pushed Thorin onto this track, but still periodically abandons Thorin’s adventuring band to investigate a much greater threat than Smaug: a powerful necromancer (also voiced by Cumberbatch) rallying armies of monstrous orcs.

These are just two of the many plot threads running throughout Desolation Of Smaug, which gets dense with plot business quickly, at times shuttling between five locations in an effort to keep all its plates spinning at once. Where the first Hobbit film, last year’s An Unexpected Journey, expanded Tolkien’s novel considerably by bringing in material from his unpublished notes on the series, Desolation Of Smaug invents plots and characters with much greater abandon than Journey did. Most prominently, Lost’s Evangeline Lilly plays the ultra-competent wood-elf Tauriel, who’s slightly smitten with the handsomest dwarf, Kili (Aidan Turner). Meanwhile, a younger incarnation of Rings veteran Legolas (Orlando Bloom) yearns for Tauriel, to the dismay of his father, the wood-elf king Thranduil (Pushing Daisies’ Lee Pace, in a deliriously insane, scenery-champing role). Thranduil and Legolas come directly from Tolkien, but the love triangle, heavy with yearning and with disapproving, silent glowering, comes from the ripest and most self-indulgent of current YA fiction.

And there’s much more. Jackson and his usual writing partners, Fran Walsh and Philippa Boyens, with assistance from Guillermo del Toro, also expand Tolkien’s barely sketched human leader Bard the Bowman (Luke Evans) into a smuggler and family man with a complicated history. Further, they make him the only man willing to stand up for the downtrodden people of Lake-town against their cartoonish dictator (Stephen Fry) and his vaguely Rowan Atkinson-like lickspittle Alfrid (Ryan Gage). The broad fantasy tropes that emerged over the decades from people imitating Tolkien have now come full circle, and the writers slap them on over his spare, simple work with a trowel. None of these storylines have much to do with the central dwarves-and-dragon quest, though they do lend it an increasingly manic air as the film unfolds.

At its best, the Rings series suggests an epic, final conflict generations in the making, as an ages-old dispute comes to a head with a world in the balance. Tolkien’s The Hobbit is an accessible children’s tale that gives the Rings series some backstory; Jackson’s The Hobbit, on the other hand, is shaping up as a weirdly overblown attempt to force a much smaller story into the epic size of his previous movies. But virtually everything about Desolation Of Smaug except Smaug himself feels small and petty by comparison. The dwarves remain a squabbling, loudmouthed, ridiculous bunch, distinguished from each other largely by their silly hats and sillier facial hair, and not much more competent or distinguished than the band of little people in Time Bandits. Too much of Desolation Of Smaug plays out repetitively, as they’re captured, and rescued, and captured again, and rescued again—a process Tolkien handles quickly and cleanly in the book, but that Jackson draws out with comic business, that tacked-on romance, and those perfunctory battles, added in for impact, but ultimately having less impact than a simple escape. In particular, the fight that takes place with the dwarves standing up in barrels floating down a river is dizzying and inventively staged, but it drags on for ages, and mostly communicates what people who watched The Lord Of The Rings: The Return Of The King already know: that Legolas is so cartoonishly competent in battle, it ceases to be interesting watching him kill dozens of nameless foes without breaking an elvish sweat.

The Desolation Of Smaug has many excellent ideas, but they all come in its smallest details, like Bilbo’s ability to understand the language of spiders when he dons the One Ring, his struggle over whether to show that ring to Gandalf, and his uncharacteristic and unthinking bravery when it’s threatened. Smaug finally takes the story to the epic level Jackson is apparently seeking, but he’s more impressive as a conversationalist than as a fighter in the inevitable, frustratingly affectless shoehorned-in battle that follows the talking. Smaug’s insight and malice are more chilling than his physical power, particularly when he discerns the dwarves’ agenda and craftily voices his own. Thranduil’s behavior with his son, or with an orc in his throne room, reveals more than any of the combat scenes.

Jackson’s costume and set-design team haven’t lost their touch for creating remarkable images: Thranduil’s throne room, costume, and even his crown all suggest an arrogant but lonely king who thinks he’s connected to nature, but has lost track of everything but his own ego. And the acting carries more conviction than the script. McKellen’s mixture of canniness, weariness, self-importance, and wry humor, as well as Freeman’s swings between confidence and diffidence, help keep the story personal even when it’s threatening to balloon out of control. But it’s hard to fight the feeling that The Hobbit simply isn’t an epic story, and the efforts to expand it into one leave it feeling like an anvil crammed into a sock: The sock is taking on some weird shapes, and it’s being stretched awfully thin.