In Part One, I broke down The Hobbit: An Unexpected Journey using Blake Snyder's Save the Cat screenwriting formula beatsheet. This time, we're going to look at how the second movie will (can? should? might?) unfold. My goal is to see how Peter Jackson could possibly fit 320 pages of novel into 411 minutes of screen footage without massively padding the film. Is there enough to The Hobbit to justify three movies?
The first movie ended with Bilbo, Gandalf, Thorin and Company atop the eyrie of the Lord of Eagles, high atop the Misty Mountains. Let's see how The Hobbit: Over Hill and Under Hill progresses from there.

Thank goodness I never had to worry about that scene!
The Hobbit: Over Hill and Under Hill
Opening Image
The stunning vista atop the eagles' eyrie.
Setup
Breakfast atop the mountain. The eagles prepare to take the company down.
Theme Stated
The theme will be presented by Gandalf: "I will not always be there to help you." It is an important theme. In this movie, he is nowhere near them, at no time able to help them.
Catalyst
The Catalyst is what changes. What event turns the hero's life in a new direction he could not have predicted. In this movie, it is the appearance of Beorn. Beorn is a shape shifter. This is an interesting concept. Because Bilbo himself is about to start changing. From someone to whom adventures happen, into a hero of stories himself.
Debate
The debate is what are they going to do, and how are they going to get to the Lonely Mountain. The answer turns out to be: straight through Mirkwood... and without Gandalf.
Break Into Act 2
The first step is the hardest: the company enters Mirkwood.
B Story
The B story, as far as we know, will continue to involve the Necromancer. It is likely that the Dol Goldur story will be resolved here, probably in act three. There's another B story available for the third movie, so I think they'll wrap all but the best action scenes of this story in the second film.
Promise of Premise
This is where we get to see how "fun" Mirkwood can be. Bombur's accident, the deer, the climbing of the tree.
Midpoint
Our midpoint is a low point. The party is lost, there's the sounds of an elven party somewhere, but they can't find it. Everyone's tired, scared, and Bilbo finally meets the elves, he thinks, but wakes up to find he's alone... except for...
Bad Guys Close In
Spiders! SPIDERS! YIKES. Did you SEE Shelob in Return of the King? Expect Jackson to scare the HELL out of the audience with dozens of her children here. Bilbo manages to barely save them, with his ring and with his Sting but...
All is Lost
It is all for nothing when they are captured, tried, and convicted, doomed to die in a dungeon of the Woodelf King's hall. Queue Legolas cameos.
Dark Night of the Soul
Bilbo is now absolutely alone, kinda. He's invisible and safe, but there is no one who can help him out of this situation. No one, except himself.
Break into Act 3
Bilbo makes the choice to be a hero, and comes up with a plan.
Finale
Barrel riding!
Final Image
Thorin arrives at Laketown, wet and bedraggled, but proud. "The King under the Mountain has returned."

I am sick and tired of these mother f'ing spiders in this mother f'ing tree!
Is this enough of a movie to keep the non-fanboys interested in seeing round three? I don't know. This is the weakest of the three stories, I think, though there's a lot of spidery action and Dol Goldur scary stuff going on to fill the time. Of the three movies this is the one that, to me, runs the greatest risk of having too much filler. I think it can work as a middle movie though. People just want to get through this one, and onto the next one. Does this fill that role? I think maybe it does.
So far, so good. Can we make the third movie work? Find out... COMING SOON!