Man, I totally knew this was going to happen: “The Hobbit: Battle of the Five Armies” is a seriously bad movie. And it’s my favorite in the trilogy. Opening Dec. 17, “Battle of the Five Armies” has its ups and down, and probably more battles than any movie since “Saving Private Ryan.”

It has moments of nearly excruciating ridiculousness and lots of over-the-top nonsense, but sometimes, in the best parts, it captures that sense of wonder that is so key to the best of Middle-Earth, and made the original Lord of the Rings movies so great. Light spoilers follow.

“The Hobbit: Battle Of The Five Armies” Review: A Big Ol' Mess I Like Anyway

It hurts me to call “Battle of the Five Armies” my favorite movie in “The Hobbit” trilogy, because it’s not good. It’s just the best of the three. Let’s talk about the bad first: The overall tone of the movie is just a little… off. This was true of the first movie as well, which alternated between being deeply serious and a little goofy in mostly the wrong places. Same thing here. The comic relief in this movie is not good. Alfred, the Lakemaster’s scheming deputy, comes back here, and there’s a lot of him. It’s bad. But it’s not just him. The Scottish goofball Dain Ironfoot shows up riding a pig just in time to break the mood.

The movie’s attempts to feel “epic” also hold it back, leading Peter Jackson to cram in all sorts of extraneous scenes and exposition. Legolas and Tauriel go on a quick detour to Mount Gundabad for, honestly, no reason at all—except for Peter Jackson to show another cool location (never mind that Gundabad is much too far away for them to reach that quickly). Some of Legolas’s other fighting moments also veer into the absolutely absurd (you’ll know which one I mean). It doesn’t lend an epic feeling: It just feels silly.

I hate to say this, since I’m, y’know, mostly a video game writer, but “The Hobbit: Battle of the Five Armies” feels like a video game, and it’s practically written like one. Maybe it’s the 48FPS presentation, which, while admirable, still feels a bit jarring. Or maybe it’s because the dwarves and Tauriel and the other major characters feel more like Warcraft 3 Heroes with special powers and massive influence on the battlefield than they feel like actual people. That’s the problem with most of the movie being a battle: A lot of character development has to happen out there. So, so much of the movie is cringe-inducing, especially for a hardcore LOTR fan like me. And some things just don’t make sense. Why do twelve more dwarves joining the battle make such a big difference? For no reason, except because they’re Heroes.

So What’s Good About “The Hobbit” 3?

I’m laying out a lot of hate here, because I do not think “Battle of the Five Armies” is a good movie by any means. Don’t get me wrong on that. But some parts of it are really great, especially for the hardcore LOTR fan. We get our fan service.

In terms of characters, Bilbo has the best arc by far, which is fitting enough; he’s the main character, after all. There are big chunks of this movie where he really doesn’t have much to do, but when he’s around, especially when he’s defying Thorin, it’s good stuff, and it clearly gets to the heart of what Peter Jackson wanted to do with this movie. Thorin himself, heavy with dragon fever, has some really good moments too, although some are a bit on the… weird side. Maybe too weird. And we get a nice vision of Gandalf as others see him—Thranduil is not a fan, and he’s not nearly as crazy as Denethor is in Return of the King.

Gandalf, in fact, plays a key part in the best scene of the movie, and the one with the most fan service (medium spoilers follow): the White Council’s attack on the Necromancer in Dol Guldur. I think this scene is going to be very divisive between people who love the books or just like the LOTR movies. If you’re in the former camp, this is going to be awesome: It’s a fight scene with Elrond, Galadriel, and even Saruman beating up Ringwraiths, ending in Galadriel unveiling her full power as a Noldor and Ring-bearer. It’s amazing.

A lot of the smaller battles in the movie are great too, and quite inventive. The big battle scenes aren’t as good as the Battle of the Pelennor Fields from Return of the King, but there are so many little touches in the smaller battles that they’re quite palatable. From trolls with only prosthetic limbs to what clearly seem to be teenage trolls to orcs who know their way around a crumbling bridge, Peter Jackson can still do linear, focused action.

But the main reason I liked this version of “The Hobbit” better than the other two installments—besides for those both being really atrocious indeed—is that, in its best moments, it captures the grandeur and the decline of Middle-Earth. The crumbling gates of Erebor. The ruined Dale and the precarious survival of Men. The discord between Men, Elves, and Dwarves when a far greater threat is in sight. An empty land littered with ruins. Even the nonsense threat of a returned Angmar brings home just what sort of a state the Free Peoples of Middle-Earth are in, and it’s not a great one. Never mind that all the Elves are wearing armor straight out of Skyrim (via, well, Lord of the Rings). The movie still captures, in a roundabout way, why the rise of Sauron would be so successful, why he wasn’t stopped early on, and how the follies of Men, Elves, and Dwarves are just as great an enemy as evil itself. Plus, cool battles!