For part 2 of his 3-D trilogy, Peter Jackson takes some bold detours from J.R.R. Tolkien's novel; we take you inside the reinvention of a classic

By Josh Rottenberg
Updated November 08, 2013 at 05:00 AM EST

The Hobbit: The Desolation of Smaug

  • Movie

Playing one of the 13 dwarves in Peter Jackson’s Hobbit trilogy is no Middle-earth picnic. You have to wake up at 4 a.m. to start the three-hour-plus process of applying your thick makeup, rubbery fake nose, and yak-hair wig and beard. You’re encased in a thick fat suit that causes you to sweat profusely, requiring the regular administration of fluids and electrolytes to keep you from getting dehydrated. Then you’re weighed down by heavy coats, armor, and weapons that make it difficult to move, let alone battle orcs and goblins. “They said if I did this movie, I could get a small house,” Stephen Hunter, who plays the portly Bombur, says drily. “But I didn’t know I would have to be wearing it.”

Still, all this discomfort gives you plenty of Method-acting inspiration when you’re simulating an arduous quest through author J.R.R. Tolkien’s fantastical realm. On this September afternoon in 2011, on the Wellington, New Zealand, set, Jackson wants his dwarves to look particularly miserable. In a scene from what will eventually be the trilogy’s second installment, The Desolation of Smaug (not yet rated), the dwarves have just been captured by the deadly elves of the Woodland Realm. “Dwarves looking grumpy and dejected!” Jackson calls out before the cameras roll. “Elves looking intense!” Surveying the bedraggled captives, one elf looks especially fierce, a bow-and-arrow-wielding warrior who will be familiar to anyone who’s seen Jackson’s Lord of the Rings trilogy: the fan favorite Legolas, played by Orlando Bloom.

If the idea of Legolas turning up in The Hobbit seems strange to you given that the character never appears in Tolkien’s book — first of all, congratulations, you’re a bona fide nerd. Also, you’re not alone. Some fans have raised their eyebrows at a few of the decisions Jackson has made in adapting Tolkien’s 1937 classic into an epic big-screen trilogy — beginning with the very fact that one rather simple novel aimed largely at children is being turned into three epic films at all. Though last December’s first installment, An Unexpected Journey, proved a massive financial success, raking in more than $1 billion worldwide for Warner Bros. (which, like ENTERTAINMENT WEEKLY, is a division of Time Warner), die-hard Tolkien devotees grumbled about its deviations from the canon. In January, Jackson’s supersize adaptation inspired a Saturday Night Live spoof in the form of a fake trailer for the next 18 Hobbit films, all of them filmed in “S#!t-Vision” — a reference to the director’s controversial decision to shoot at a higher-than-normal frame rate of 48 frames per second. (Like the previous film, Smaug will be released in traditional 2-D and 3-D and, in select theaters, high-frame-rate 3-D.) On the fansite, debate over the first Hobbit film has raged for so long that one recent post pleaded for a détente: “Those who love the movie are ‘delusional’ and those that hate it are ‘radical purists.’ For heaven’s sake, I feel like I am observing 8-year-olds fighting on the playground!”

The Desolation of Smaug is unlikely to cool the passions on either side — and Jackson wouldn’t have it any other way. In this chapter, the reluctant hobbit hero Bilbo Baggins (Martin Freeman), the wizard Gandalf (Ian McKellen), and the company of dwarves continue their journey toward the Lonely Mountain to reclaim a pile of treasure — and the dwarves’ ancestral homeland — from the dragon Smaug (a CG creation voiced by Freeman’s Sherlock costar Benedict Cumberbatch). Along the way, they meet some beloved characters from the book, including the man-bear Beorn (Mikael Persbrandt), the Lake-town hero Bard (Luke Evans), and eventually Smaug himself. But they’ll also encounter a few new faces — most notably a female elf warrior named Tauriel, played by Evangeline Lilly (Lost), a character wholly invented for the film by Jackson and his co-writers, Philippa Boyens and Fran Walsh. Boyens knows there’s trepidation about Tauriel. “The reaction will be the reaction,” she says. “It is scary. But I truly believe she’ll become a favorite.”

With Smaug, Jackson promises a fast-paced narrative that “rattles along like a thriller” and cranks up the stakes for Bilbo and his companions. “There’s a degree of freedom with this film,” he says. “We’re not worried about trying to get that audience into the first movie. Now we can really have fun and say, ‘Okay, for the people that did see the first one, let’s give them a hell of a good time.'”

For his part, Jackson fully embraces the prospect of dialogue and dissent among the audience. The success of the first installment — not to mention the general adoration of the Rings films, which have earned nearly $3 billion worldwide — has given him confidence in his own vision of Tolkien’s work. And as he often points out, he’s a fan himself. “To talk with like-minded people about stuff that really matters to you — that’s the essence of fandom,” he says. “When you’re making a movie — any movie, for anybody, of any genre — there’s going to be people that like it and people that don’t. You never set out to make the film that every fan is going to like. You ultimately set out to make the film that you want to see.”

Hardcore purists may regard Tolkien’s work as holy writ, but a book and a movie, like a hobbit and a human, are different things entirely. Early in the development of these films, Jackson realized he needed to ramp up some of Tolkien’s character development. “Emotional depth is somewhat lacking in The Hobbit, almost across the board,” he says. That was particularly true when it came to the elves of the Woodland Realm. It was relatively easy to justify bringing Legolas into the picture because, as Tolkien later wrote in the Rings trilogy, he is the son of the Elvenking Thranduil (Lee Pace), who does appear in The Hobbit, and elves are immortal. But Jackson felt that a new elf character was needed to fill out the narrative, and he, Boyens, and Walsh decided to make her female. “It was a cold-blooded decision, quite honestly,” Jackson says. “The Lord of the Rings was bad enough, but there are so few female characters in this particular book.” Indeed, there is just one named in Tolkien’s entire novel — Bilbo’s mother, Belladona Took — and she’s referenced only in passing.

When Evangeline Lilly was a little girl in British Columbia, Canada, her favorite book was The Hobbit — and of all the characters in the novel, she loved the elves most. “I was a very woodsy kind of girl,” she says. Over the years, Tolkien’s work became so precious to her that when Jackson’s first Lord of the Rings film came out in 2001, she initially refused to see it. “I was like, ‘Nobody is going to bring the books to life in the way they came to life in my mind, so I don’t want them touched,'” she says.

In 2011, when Jackson approached Lilly about playing a newly invented character in The Hobbit, she felt torn. On one hand, after being dragged to the first Rings film, she had fallen in love with Jackson’s vision of Middle-earth. On the other, she feared that some fans would regard Tauriel as a betrayal of Tolkien’s work. “I had to hesitate and go, ‘Whoa, people are going to hate me,'” she says. “But it was too good to say no to.”

The trailers for Smaug have hinted at a love story involving Tauriel and Legolas — an idea that, not surprisingly, has inspired hand-wringing among some fans, but Bloom says the relationship isn’t that simple. “Elves are eternal, so a love story would almost belittle what the relationship would be,” he says. “The connection they have is a very deep elven feeling that’s done in looks more than in words.” He laughs. “If elves were to make love, they’d probably be tantric lovers. If you’re living forever, you’re not in a hurry.”

In some quarters, at least, Lilly’s character is already a hit. “My nephew just got a hamster and named it Tauriel,” says Richard Armitage, who plays the dwarf leader Thorin Oakenshield. “So she’s already popular in our family.”

Other characters in Smaug have been expanded from Tolkien’s book. Bard, who is rather one-dimensional in the novel, has been fleshed out with a family and a deeper backstory, and he plays a critical role in the plot (no spoilers here). “He’s a man who has very few dreams or goals,” says Evans. “He doesn’t want to be the hero. He just wants to do the best he can for his children.” Likewise, Thranduil, who is referred to only as “the Elvenking” in the original book (Tolkien named him and provided more details in later works), gets more to do in Jackson’s film, resisting his son Legolas’ appeals to help Bilbo and the dwarves in their quest. “Thranduil is a very, very old, grumpy elf, and he’s survived some great, brutal battles,” says Pace. “That’s left him scarred and angry. So he sees the world differently from Legolas.”

While Bilbo remains relatively unchanged from the book, his character deepens in the second film as he heads toward his fateful encounter with Smaug, says Freeman. “Bilbo has to call upon his physical and mental bravery more,” he says. “It’s not all bewilderment and skittishness. He gets a bit more 3-D, I suppose, if you’ll pardon the pun.”

In many ways, Jackson’s various alterations are true to Tolkien’s own creative process. When The Hobbit was published, the author had only just begun to sketch out his ideas about Middle-earth. For the next two decades, he expanded that vision exponentially as he wrote the Lord of the Rings trilogy, adding dense appendices intended to stitch together the history of Middle-earth. According to Corey Olsen, an English professor at Maryland’s Washington College and the author of Exploring J.R.R. Tolkien’s The Hobbit, Jackson’s detours from the book honor Tolkien’s source material as a whole. “Jackson is faithfully representing something that Tolkien wrote — it’s just that he wrote it in the appendices,” Olsen says. He argues that Jackson’s Hobbit films may actually be more faithful to Tolkien than the Rings films, which also led to some carping among certain fanatics. (Be careful whom you mention the omission of the character Tom Bombadil around.) “I can’t exactly guess what Tolkien would say — I’m sure he would have had his objections,” Olsen says. “But I’ve been impressed with how carefully [Jackson, Boyens, and Walsh] are reading the books.”

What would Tolkien have said? No one knows, of course, but while the author was a stickler for detail, he did express, in a 1951 letter, an openness to the idea of other artists furthering his vision of Middle-earth: “The cycles should be linked to a majestic whole, and yet leave scope for other minds and hands, wielding paint and music and drama.” In the end, Jackson says, all will be forgiven as long as his films connect with audiences. “The worst thing would be to make an incompetent, boring film,” he says. “That would be the crime for a fan.”

On one of the vast Hobbit soundstages in Wellington, Freeman has been wrapped in a tight cocoon of thick weblike material to reenact one of the classic scenes from Tolkien’s book. Lost in the dark wilds of Mirkwood Forest, Bilbo and the dwarves have been captured by giant spiders — which for the moment are played by guys in green tights until the digital-F/X artists get to work. For this scene, Freeman is supposed to pierce the spider’s web with his sword, Sting, and try to free himself from its sticky confines.

“Rip! Tear!” Jackson calls out. “Go crazy!”

Though he’s exhausted, the director’s enthusiasm for filmmaking appears to be undiminished. Everyone on set marvels at his unflagging energy and his ability to process the endless details that go into a production this massive. No matter how tough others may think they have it — including the dwarves — no one questions that Jackson’s job is more difficult.

Having devoted nearly a fifth of his life to bringing Middle-earth to the big screen, Jackson is as surprised as anyone to find himself still so engaged with it. Like Bilbo, he has been on an unexpected journey — and also like Bilbo, he’s grown over the course of it. “It’s strange,” he says. “I was always reluctant to do The Hobbit, partly because I thought, ‘Well, how excited would I be?’ But once you’re in it, it changes, and I’ve found myself enjoying it a hell of a lot more than I thought I would. I’ve really felt my directing and my love of storytelling improving. As we’ve gone along, I’ve found my mojo.”

Meet the New Players
One character was invented for the film, another was borrowed from LOTR.

Legolas Orlando Bloom
The Lord of the Rings fave (who’s not in the Hobbit novel) “swoops in and has his save-the-day moments,” Bloom says.

Tauriel Evangeline Lilly
Tauriel, who was created by the filmmakers, is “slightly reckless,” Lilly says. “She’s only 300 years old, so she has a bit of immaturity.”

Bard Luke Evans
A Lake-town man from the book, Bard is drawn into the battle with Smaug. “He’s forced into a predicament,” Evans says. “He’s the unlikeliest hero of all.”

Thranduil Lee Pace
Fiercely protective of the Woodland elves he rules, Thranduil is “like a jaguar who can sense anything that happens in the forest,” says Pace.

The Master of Lake-Town Stephen Fry
The elected leader of Lake-town — a place Philippa Boyens describes as “almost Dickensian” — is driven largely by greed and self-interest.

Smaug Benedict Cumberbatch
The dragon engages Bilbo in “psychological games,” says Peter Jackson. “He’s the Hannibal Lecter of the dragon world.”

Beorn Mikael Persbrandt
A powerful warrior who can turn into a giant bear (referred to as a “skin-changer” in Tolkien’s book), Beorn assists Bilbo, Gandalf, and the dwarves in their quest.

Episode Recaps

The Hobbit: The Desolation of Smaug

  • Movie
  • PG-13
  • 161 minutes
  • Peter Jackson