Started out fairly slow, but the second half was pretty damn good. Still doesn't hold up against movies 2+3 of the original trilogy, but I'd rate it higher than both of the first Hobbit and LotR movies. Few takeaways... What the hell was wrong with Legolas? It was like watching the "Come on Barbie, let's go party" music video there was so much plastic and CGI. Going off of that, the whole Tauriel / dwarf-bro romance was really terrible and forced. No chemistry or believable relationship there. Not sure what the point is/was. Smaug was a bad-ass. I could listen to him slither around and say menacing things for hours. Bilbo is so much fucking better than Frodo. The actor is better, his lines are better, his character in the movie is better... Everything is better. I don't know why people have complained. Gandalf, a fucking maiar, once again somehow manages to get owned by a glorified zombie magician. The other time was of course his "battle" with the witch-king in 'Return of the King' (the same noob that managed to get killed by Eowyn and a hobbit). Side note: Aragorn single-handily fended off the witch-king and the other ring-wraiths in the first LotR movie. Not sure why Peter "PJ Pajamas" Jackson is trying to butcher his character. Whenever I heard someone say "Bard" I immediately thought of our very own favorite norse-man. I still don't know any of the dwarves' names. Probably because they're still not doing anything other than running away from things for 2 hours (though it wasn't as bad as the first movie). The elves are once again over-powered as fuck. Legolas and Tauriel take down hordes single-handily while everyone else just sort of manages to not die. Peter Jackson is obsessed with spiders and wargs. There is a ten-fold increase in every movie. The dwarves are so hilariously inept at everything. Bilbo has to save everyone at least three times in this movie alone, and then is the only one who doesn't immediately give up on the dwarves' own damn riddle. At this point I hope they all die. Azog, the shittiest villain ever, has an even shittier lieutenant.