Theatrical release poster for Peter Jackson’s 'The Hobbit: The Desolation of Smaug.' Warner Bros.

What do a bear man, oversized arachnids, a band of bloodthirsty Orcs and a baritone dragon have in common? They’re all part of the menagerie of Middle Earth villains trying to obliterate Bilbo Baggins and his band of dwarves in “The Hobbit: The Desolation of Smaug,” an epic fantasy whose anticipated release has kept “Hobbit” fans up at night since the first film’s 2012 debut.

“Smaug,” the penultimate installment in Peter Jackson’s trilogy based on the novel by J.R.R. Tolkien, is an obvious cognate of its precursor, “The Hobbit: An Unexpected Journey.” The film is chock-full of epic fight scenes, hair-raising clashes and enough special effects to dry out your eyes ten times over.

A struggle between good and evil; the battle between dark and light, is the underpinning theme of the film. There are also the familiar hobbit soliloquies and wizardly admonitions; but “The Desolation of Smaug” surpasses its predecessor by amping up the energy: the boisterous characters, especially the 13 dwarves, bound off the screen.

All the familiar faces return, of course, to the rich, almost alien New Zealand landscape. Gandalf (Ian McKellen) leads Bilbo (Martin Freeman) and the dwarves to the Mirkwood forests, and then heads off on his own diversion. The gang continues their quest to reclaim the dwarves’ homeland, Erebor, from the rapacious dragon Smaug who pillaged their riches and chased them from their mines decades earlier. On the way, they encounter giant spiders, menacing Orcs and myriad other snares.

The first film in the trilogy was bogged down by meandering dialogue and dragged-out sequences; but “The Hobbit: The Desolation of Smaug” rises from the ashes with a levity that was missing from “An Unexpected Journey.” Bilbo, while burdened with the weight of the same ring that would later befell Frodo, doesn’t seem as tormented by it. The dwarves, whose proclivity for a good carousal precedes them, are delightful to watch. Their jocularity sews a thread of humor through the film that delivers several amusing moments.

Like the film that came before it, “The Desolation of Smaug” was shot in 3D at 48 frames per second, twice the standard speed. The effect is a sharper image that some viewers found and might still find a bit distracting.

“Smaug” opens with a flashback similar to the one in “The Return of the King” (and with a cameo from Jackson himself). If you’re a Tolkien aficionado, you’ll notice that the scene, which takes place at the Prancing Pony, wasn’t in the book. As Time noted, the first scene of the movie, during which Gandalf is conversing with the dwarf king Thorin Oakenshield (Richard Armitage) a year before the movie’s plot takes place, was pulled from “The Quest of Erebor,” a story Tolkien wrote in the 1950s as an appendix to “The Lord of the Rings.” The appendix was published in 1980 by Tolkien’s son, Christopher. Jackson’s choice to open the movie with this scene might seem a bit gratuitous, but any qualms with it are quickly forgotten as the film takes off.

Jackson took additional concessions with the movie’s plot. The film diverges from its source material more so than any other film in the saga, most notably with the introduction of a totally invented character, Tauriel. Played by Evangeline Lilly, Tauriel, an elf and skilled fighter, is the heroine of the movie who is something of a love interest for Orlando Bloom’s character, Legolas.

“She’s a completely made-up character,” “Hobbit” and “LOTR” writer Philippa Boyens told the Los Angeles Times. “We created her. We did it very specifically because we just felt that there was a lack of female energy in this story.”

Boyens added that the writers wanted a strong female who could match elf Galadriel (Cate Blanchett) from the “LOTR” trilogy. “Once we decided that we wanted to do that, it became pretty natural that she was going to be an elf,” he said.

But the true showstopper of the film is the dragon Smaug. Voiced by Benedict Cumberbatch, Smaug is as terrifying as he is mesmerizing. The surprisingly silver-tongued dragon glides through heaps of gold with all the grace of a dancer, and yet can still scorch entire villages with his fiery breath.

And what a perfect alliance Cumberbatch and Smaug made. Jackson said it was Cumberbatch’s deep tenor that landed him the role of Middle Earth’s infamous dragon.

“Smaug has to be more than just a voice,” Jackson told reporters at the premiere, according to The Los Angeles Times. “You want an actor who can bring a lot of agility and a lot of character to it because it’s important with a dragon to be smarter than Bilbo -- I’m not saying that Benedict is smarter than Martin, of course, I’d never say that -- but you want it to seem that Bilbo is up against a very, very formidable foe.”

Jackson went on to describe Smaug as “like the Hannibal Lecter of the dragon world.” He said that Benedict brought “a huge amount to the role.”

The scene moviegoers will likely anticipate the most is the union of Bilbo and Smaug in the film’s final hour. Their exchange is almost poetic. The obsequious hobbit showers the dragon in compliments and Smaug retorts with seething appellations. Then, the struggle for survival begins.

It’s the final hour or so of “Smaug” that really carries a tune. And that’s a big feat, given that the rest of the movie lives up to its hype.

“The Hobbit: The Desolation of Smaug” opens in theaters across North America on Friday, Dec. 13.