I was impressed for the most part. I liked it better than the first one. I didn't have a problem with the pacing or length. As immersive as it was, by the end of the movie I had no clue how much time had passed. That's usually a good sign.

Beorn was awesome, but that whole scene felt rushed. Needed more Beorn, and I'm really anticipating him kicking some major ass at the Battle of 5 Armies. That has the potential to be ****ing epic.

Mirkwood was well done. They pulled off the dark creepy feel. Thranduil was really convincing as an arrogant jerk Elf king. They rushed the whole Mirkwood trip though. In the movie it seemed like 15 minutes tops between entering the forest, being captured/freed from the spiders, rescued by the elves, and escaping the forest. Seemed too brief and easy, but it's a minor complaint.

Dol Guldar was really well done. Exactly what I imagined from reading the books. The way the necromancer owned Gandalf was a nice touch too. Worked well in showing how Gandalf had grown to the eventual badass in LOTR. Although I had to chuckle at his staff again being broken/disintegrated where it wasn't in the book. But ohh well.

The Elves' woodland realm wasn't portrayed enough. They shorted it of some scenery, which was surprising considering how well they did with Rivendell. The whole made up love story with Kili and Tauriel came off as pretty dumb at first. But in respect to the movie itself and ignoring the books, it worked out OK and I didn't mind that much.

The barrel ride was turned into an all out floating battle scene. I'm sure Fire Me Boy hated the physics though. LOL.. But it was exciting goofy fun.

Laketown was kinda meh. Felt small and didn't really fit into the rest of the rest of the scenery. The Laketown part felt like unnecessary filler. Would have gladly traded that for more Mirkwood or Erebor.

Erebor was ****ing awesome. Smaug couldn't have been done any better. The booming voice, the playful hunting of Bilbo, the riddles, the 3D immersion, it was by far the highlight of the movie. Erebor looked as cool or better than Moria.

The ending was too abrupt though. Felt like it needed a little more letdown before dumping your ass back into reality like they did.

Surprisingly, it felt like even less of a kid's show though. Lots of violent decapitations, with heads being impaled and flying and bouncing around frequently.

Overall, I came away thinking that the third film has the potential to be the best Tolkien film yet...

But those both set up later things. With Beorn, it will matter a little more when he shows up at the Battle of Five Armies. You have to show him early, or his actions in that battle don't have the impact they otherwise would.

Also, the Tauriel/Fili stuff is clearly - at least to me - included to make the sacrifice of Fili and Kili as they protect their uncle sting more. Same with Thoren mentioning Kili "being king one day"