Athelas? What would a dwarf do with athelas? I was under the impression that one would have to be descended from Lúthien to use it (though I may be wrong about that and all elves can use it), but why did that dwarf-whose-name-I-can't-remember go looking for athelas?

Thranduil: the actor was good, but what happened to his face? The only thing I can think of is that he showed some old wound to convince viewers that he has a good reason to avoid dragons.

Smaug: What a dragon! I liked the part with gold (the one others have mentioned too), it was like a cat who got wet and tried to get rid of the water .

Well, I liked him in general; trouble is that he's so tied up with Laketown, which I did not like for the most part

I'll agree that the High Fells would have been better in the first film, but I also enjoyed seeing both Gandalf and Radagast onscreen again, and having Galadriel ask Gandalf to investigate was a nice touch. I hope to see more of this plot in the final film, as it's far better than anything PJ's come up with outside of Tolkien. I loved Gandalf's spiritual battle with Sauron, as it emphasized their being Maiar rather than men.

the Kili/Tauriel romance; I liked this because it was sweet and didn't seem to contradict Tolkien as much as I was afraid it might. As far as that goes, it's no worse than most of the things that PJ's done in these films (LotR included) and certainly better than a lot of character changes *cough*Faramir/Filmamir*cough*

Mirkwood was far too short and felt rushed and skipped over
Barrels out of bond was too comical, despite the unnecessary addition of orcs and elves fighting the whole way
Beorn, like the rest of the opening, was there far too briefly, and his introduction to the audience and the dwarves' to him was just ... wrong
Laketown in general felt like it was dragging out a plot in ways that made no sense, from the smuggling into town to the orcs invading to the Legolas/Bolg fight. And Stephen Fry's Master did absolutely nothing for me or the character.
The whole action sequence in Erebor that interrupted an otherwise perfect Bilbo/Smaug exchange

I didn't mind the somewhat odd face change for Thranduil, because it added to his character and made for a cool use of glamours in the film (a glamour being a simple spell used to change the appearance of a person, like what was used around Dol Guldur on a much smaller scale)

Yeah, the orcs being in league with Sauron felt like too much with Smaug's hints about Sauron's return (which I thought were wonderful and fit in well otherwise)

The athelas being known to the dwarves didn't bother me. What bothered me was that Bard, a son of kings, didn't know its value. That seemed entirely out of character and was obviously thrown in for a laugh an another nod to FotR (of which there were far too many in this film).

I didn't mind Smaug the Golden, but I wish they'd have skipped that whole sequence in favor of more stuff from the book, particularly on the front end of the film, which as I have said felt overly rushed.

To explain a little better why I liked the Kili/Tauriel romance, which seems to be universally disparaged among my friends and fellow posters: the scene in the jail (minus Legolas' skulking) was very good character development for the film and offered a few slow moments after that incredibly quick-paced opening. Also, the idea of a dwarf/elf romance isn't too far off from a human/elf romance, which is well-established in Tolkien. The glowing effects might have been overdone, but I thought that her saving Kili and his reaction to seeing her as a powerful elf lady were well done. Also, her intervention/glowing and the athelas both made sense given that the orcs said it was an arrow from Minas Morgul that struck Kili. Elf medicine would have been necessary to save him. The biggest drawback to this plotline was Legolas' jealousy/not-quite-admitted romantic feeling for Tauriel. I wish they'd left it out and let the other two be.

A couple of closing thoughts: Thranduil's behavior seems a bit odd overall, and I'm not sure how much of it is the writing and how much the actor. I had a difficult time enjoying his scenes as much as I wanted, though he's not nearly as big a problem as some of the things above.

The white spider-creature that Bilbo kills: I appreciate what this scene was trying for, which is demonstrating the changes the Ring is already making in Bilbo's heart and the need for it he already has. However, I think this scene would have worked better had the creature been more obviously something like the baby spider it first appeared to be before it emerged. This would have emphasized the vulnerability of the thing Bilbo was attacking and the darkness that is starting to take hold in him.

Overall, I think the film's trouble was spending too much time on things that did not matter or added nothing to the story (i.e. skulduggery in Laketown, overlong Barrels scene, Erebor action sequence) and not enough on what did matter (Mirkwood, developing the dwarves (who after two films still look alike to me for the most part), more of Dol Guldur).

I really enjoyed Gandalf exploring Dol Guldur. I think that was the most interesting part of the movie, aside from Bilbo's initial encounter with Smaug. I know some people grumbled about this because it's not explicitly in the books, but it is building upon what Tolkien hinted at, which is more than we can say for the utterly tiresome Lake-town political subplot. Gandalf's contest with the revealed Sauron was handled nicely and I loved the clever bit of imagery with them using Sauron's armored form as the pupil of the Great Eye.

Martin Freeman continues to be delightful as Bilbo. He's easily the best part of the movie and tied for my favorite movie hobbit with Sean Astin's Sam.

Smaug. Was. Amazing. I couldn't have asked for anything more in an enormous, evil, gold-hording dragon.

The visuals. PJ may have gone overboard with the CGI, but he's created some utterly gorgeous sets with it. Thranduil's halls and Erebor and Lake-town were simply amazing.

Thranduil: The book always left me with the impression that he was a greedy, selfish, paranoid jerk and that's exactly what the movie gave us with a dash of isolationism.

Tauriel: I expected the worst and was pleasantly surprised. Sorry, I even like Kili's fledgling romance with her, minus the awkward innuendo when he's first locked in the prison. The two of them actually got some character development, something every other dwarf minus Thorin and Balin has failed to achieve. Sorry, PJ, having Fili roguishly smuggle fifty billion knives in his coat is no substitute for giving him actual lines and a personality. Unfortunately, the side effect of casting someone who can actually emote as Tauriel just makes it that much more obvious that Legolas emotes about as much as a standard Keanu Reeves character in this movie. I don't remember Orlando Bloom being that bad in the LoTR movies, so I'm guessing he'll learn to feel and that'll be his character arc for the prequel.

Beorn: They made him look like a werewolf, he has barely any lines, and there's no real point to his presence. We see him in bear form more than in his human form. They could have skipped the entire sequence with nothing lost, which really irks me because Beorn is awesome. For a trilogy obsessed with adding in action sequences wherever possible, they could have at least had Beorn kill some orcs.

Mirkwood: They turned a terrifying, primeval forest filled with magic, darkness, and magical elven parties into a bunch of dwarves squabbling in light that barely qualifies as dim, much less actual darkness. There's no cursed rivers, nothing really interesting or scary whatsoever until the spiders attack. And then they cut out Bilbo being awesome and taunting the spiders for him getting distracted by the Ring and elven acrobatics. I get it, they want to make the dwarves look less incompetent than the book makes them seem, but short-changing (no pun intended) Bilbo constantly by lessening his Crowning Moments of Awesome is kind of tiresome.

The constant, never-ending, wearying action scenes: And each one has to have a gimmick. Oh, let's take the dwarves' weapons away and make them use one axe they got from an orc that they'll just throw from person to person. Oh, now we're fighting on rooftops. And don't even get me started on the Smaug fight at the end which did nothing to build Smaug up as a formidable opponent.

The Lake-town politics sub-plot:
Real life politics are rarely interesting. This political plot was no exception. The Master was neither villainous enough nor comical enough to make this plot bearable. I get that they wanted to build up Bard as a noble character, but this was just boring.

Honestly the Lake Town master and his friend struck me as a cross between the governor of the Lone Islands from the book VoDT and his friend, Grima from TTT movie.

I'd honestly venture to say that some parts were very spot on. Some I kind of went "huh?" and some I went "I missed that part of the book and wish it was in the movie, but they handled it well."

I actually didn't mind the addition of her character. As heavily action oriented as the movie is, her presence was a bit of a break. However, the light bit towards the last of her scenes was entirely overdone and a bit annoying. Saw an article online that she actually didn't want to be in a love triangle, but supposedly the studio heads said it needed to be in there. *rolls eyes* At least it was fairly minor compared to what it could have been.

I was thrilled that the actor's voice had been so distorted. I was very much afraid of doing nothing but hearing Khan coming out of the dragon's mouth. There were only a couple of instances where the unique tone of his voice came through. Loved the cgi. Was a bit confused by the lack of waistcoat of jewels, but it fit in well with the overall plot. LOVED the CGI

Lazy Lob and Attercop

The gore level is high. The headless orcs and the violence level was a bit much. I honestly wouldn't want anyone under the age of 15 to watch this movie.

Nice touch to the movie.

All the fire and fire breathing were what was hurting my eyes in 3D. It was so bright that after spending all day in front of a computer or running around outside, it was just entirely too harsh.

gore, what gore? Sure, Legolas bled, but that was, like, A Big Deal.... I agree that there was too much fighting in general, but it was sort of like the spiders. One might be scary but once there were a lot of foes it didn't matter anymore. It wasn't perilous; especially if you're figuring they'll all survive until the next movie. (I was more disturbed when a single wooden soldier lost its head and kept going in the 1937 Babes in Toyland )

A few too many heads being chopped off and thing splurting during the process. Not a fan of that type of thing.

she stated that she didn't want to be in a love triangle. It's a big pity in my opinion -- especially since the studio heads insisted on it being in there (because there originally wasn't one!). I think that love triangles are cliché, overused, and often unnecessary. I'd like to see a strong female warrior character who isn't involved in a love triangle.

Smaug has 2 legs or 4 legs. Apparently, visual evidence in the EE of AUJ shows changes to his physical appearance. There are brief shots of him both in AUJ and in the trailers for DOS, in which it almost appears that he has 2 legs only. This is a contrast compared to what appeared to be the case in the original version of AUJ -- it seems pretty much a given that he's got 4 legs in there. So tell me, does Smaug have 2 legs or 4?

But haven't all the Middle-Earth movies been like that to some extent? For example, pretty much anything involving the Nazgul in FOTR? There are some "horror movie" sequences in TTT and ROTK, too.

Would you say DOS is worse in some areas than the other Middle Earth movies, or is it pretty much on par? They've all got something in there that I cringe at no matter how many times I've seen it. One gory scene in AUJ which really bothered my mom in particular was when Azog holds up the head of Thorin's father.

I can understand why she would not want to be in a love triangle in this franchise. LOST had her in a love triangle with two of the other main characters and it was one of the worst parts of the show and resulted in a lot of people despising her character.

Beorn was hardly there. If he isn't used for much in the third movie I don't really see the point of including him other than as a nod to the book. I would rather have him left out and the rest of the movie closer to the book than what happened.

Mirkwood was, dare I say it, utterly dull. The camera tricks were interesting to watch, but not as creepy as the book. Jackson does horror, Mirkwood should have been one of his finer moments!

The effect of the Ring is overdone. At this point in the story Sauron is supposed to be biding his time and getting ready to head to Mordor. He is not actively trying to use the Ring at this point. Same mistake they made with Faramir's reaction to the Ring in TT.

Dwarves use Athelas? I suppose, but it felt like too much of an obivous hey! This is that thing from LotR! Remember that? It's back. Isn't that cool?

Gandalf's fight moves in the Dol Goldur bit are from the LotR Lego game.

My brother counted. Tauriel has more lines than Bilbo. I wanted more Bilbo. Bilbo longing for his hobbit hole and a cup of tea. Bilbo fighting off all the spiders by himself and saving the Dwarves. More Bilbo sneaking around. More Bilbo burglaring. Just more Bilbo.

What was the point of Bolg? Having Azog fight Gandalf didn't really serve any apparent purpose.

I didn't like the romance. It felt too cliche. And too much like LotR had all these awesome love stories so Hobbit needs one so people will like it more and not complain about the lack of female characters.

Please don't ruin the Arkenstone plot. Please don't ruin the Arkenstone plot. Please don't ruin the Arkenstone plot.

Smaug was pretty awesome. Although his wings attached to his front legs took a bit getting used to.

I thought we were getting three movies because that way they could do more and better character development. I thought there was very little character development to speak of other than establishing as Bard as a reluctant hero archetype.