Approaching his 111th birthday, the Hobbit Bilbo Baggins (Ian Holm) begins recording the full story of his adventures 60 years before, in a book he intends to give to his nephew Frodo. Long, long ago, the Dwarf King Thror (Jeffrey Thomas) brought prosperity to the Dwarves of Erebor at the Lonely Mountain until the dragon Smaug arrived. Destroying the town of Dale, Smaug drove out the Dwarves and took their hoard of gold. Thror’s grandson Thorin Oakenshield II (Richard Armitage) saw King Thranduil (Lee Pace) and the Wood-Elves turn away rather than give aid, resulting in hatred between the Dwarves and the Elves for generations.

In the Shire, 50-year-old Bilbo (Martin Freeman) is tricked by the Wizard Gandalf the Grey (Ian McKellen) into hosting a party for Thorin and 12 other Dwarves. They are Balin (Ken Stott), Dwalin (Graham McTavish), Fili (Dean O’Gorman), Kili (Aidan Turner), Dori (Mark Hadlow), Nori (Jed Brophy), Ori (Adam Brown), Oin (John Callen), Gloin (Peter Hambleton)), Bifur (William Kircher), Bofur (James Nesbitt), and Bombur (Stephen Hunter). That’s a lot of Dwarves. We’re used to them coming in packs of seven. In Beowulf, which J.R.R. Tolkien knew like his home address, a party of thirteen, including a thief, set out to punish a dragon for his crimes. Peter Jackson couldn’t cut down the number and was faced with the task of making them all look different, have different characters, and somehow distinguish themselves. By the end of three movies, and because of some really good acting, I did come to know and like and respect at least some of them, though I still don’t know them all by name. After they finish trashing Bilbo’s house and eating all his food in a rather long comedy routine, Gandalf proposes to recruit Bilbo as the company’s “burglar” to aid them in their quest to the Lonely Mountain. Bilbo refuses, horrified, but the next day he races to join the company.

In their first adventure, they are captured by three Trolls—Tom, Bert, and William (William Kircher, Peter Hambleton, and Mark Hadlow, who also played Bifur, Gloin, and Dori). Bilbo talks circles around them until morning (Gandalf did this in the book), and Gandalf exposes them to sunlight, turning them to stone. In the Trolls’ cave they find treasure and elf-made blades. Thorin takes the sword Orcrist, Gandalf takes Glamdring, and he gives a dagger to Bilbo, which he later calls Sting. Elven blades glow in the presence of Orcs.

The Wizard Radagast the Brown (Sylvester McCoy, the 7th Doctor) finds them and speaks of an encounter at Dol Guldur in Mirkwood, where the Sorcerer Necromancer is corrupting Greenwood with dark magic. Pursued by Orcs, Gandalf leads the company to Rivendell, home to Elrond Half-Elven (Hugo Weaving), who tells them of a secret door in the Lonely Mountain, which is only visible on Durin’s Day. Gandalf consults with the White Council—Lord Elrond, the Lady of the Woods of Lothlorien Galadriel (Cate Blanchett), and the Wizard Saruman the White (Christopher Lee)--and shows them a Morgul blade belonging to the Witch-King of Angmar , which Radagast had taken from Dol Guldur—a sign that the Necromancer is linked to the evil Sauron, long thought banished.

A bit suspicious of the White Council, Gandalf had told the Dwarves to leave secretly. They arrive at the Misty Mountains, where they are involved in a battle with Stone Giants. They are captured by Goblins who take them before the Great Goblin (Barry Humphries). Bilbo becomes lost and encounters Gollum (Andy Serkis in a brilliant motion-capture performance), who drops his gold ring. Bilbo picks it up. They play a riddle game—if Bilbo wins, he will be shown the way out of the caves, if Gollum wins, he gets to eat Bilbo. Bilbo wins by asking what’s in his pocket. When Gollum realizes his Precious is stolen, he gives chase. Bilbo discovers that putting the ring on his finger makes him invisible, spares Gollum’s life out of pity, and escapes under the long noses of the Goblins.

The Great Goblin reveals that Azog the Defiler (Manu Bennett), the Orc war chief who killed Thror and lost his own arm in the battle, has put a bounty on Thorin’s head. Gandalf shows up suddenly—as he does--and leads the Dwarves in a great escape, thoroughly violating the laws of physics and killing the Great Goblin. Bilbo catches up with them—as he does. They are attacked by Azog and Orcs on terrifying, wolf-like Wargs, and they hide in trees. Bilbo saves Thorin from the Orcs and challenges Azog, to the latter’s amusement, but the company is rescued by giant eagles sent by Galadriel. Safe in the Carrock hills, they see the Lonely Mountain in the distance. In the mountain’s heart, a thrush knocks a snail against a stone and the Dragon Smaug stirs on his pile of treasure.

There is no doubt that the Lord of the Rings Trilogy is far better filmmaking than the Hobbit Trilogy. Much has been made of the problems that delayed production for so long. Guillermo del Toro wanted to do two movies. Producer Harvey Weinstein insisted it could be done cheaply in one, and even threatened at one point to hire Quentin Tarantino to direct. In the end, Peter Jackson took over and stretched it to a trilogy by adding material from various stories and appendices by Tolkien. A well-cut movie, brisk and spare, is a joy to behold, like a book written the same way. This is not one of those. However, instead of spending four hours in Middle Earth, I got to spend nearly nine. You won’t hear me complaining about that, because I enjoyed every eye-popping minute. Christopher Lee wanted to play Gandalf so much that he sent Peter Jackson pictures of himself in the robes, but Jackson convinced him he was the perfect Saruman. I think that’s about right: Ian McKellan has the perfect eye-twinkling wisdom for Gandalf, and Christopher Lee is born to play an evil wizard—he enters a room and the temperature drops.