So, just got back from the movie. Want to see it again before giving it a proper review (for what it is worth) but I'll give my initial thoughts now.
Wow...sorry, once it hit act 3 it was pretty much a roller coaster ride and that took me a while to get over. The movie did well with the pacing but it hit a sprint towards the end.
Ok, I'll break it down this way.
The good:
-The visuals. Definitely a little more mature feeling, and darker, in places, that felt more like Lord of the Rings, which definitely keeps pace with the tone of the film. VFX is not as noticeable (to me-not a professional) and I liked Azog and the other orcs' appearances as well.
-Smaug and the spiders. Smaug deserves all the accolades he gets as there is not one moment where I'm going "This isn't real." He has a weight to him with every step and Cumberbatch gives a wonderful intelligence and menace to the character.
-Characters. I am a big fan of well done characters and have my misgivings regarding the Hobbit with such a large ensemble. Well, not all the dwarves get their moments but there are some great characters beats, especially with Thorin. The chemistry between Armitage and Freeman is very strong and there many subtle moments regarding their two characters or moments when they are together.
Legolas and Tauriel is an interesting dynamic to add to the story and while I would not have gone the direction that was done, it wasn't bad. It didn't feel tacked on, like I thought it would, but I'm still going back and forth on it. Bloom and Evageline Lily do well with their parts.
Also, major props to Ian McKellan who has to carry many of his scenes alone and yet demonstrates the great weight Gandalf is having to carry. Again, not everyone's cup of tea, but the Dol Guldur scenes were among my favorites.
-Scope: This movie feels more open and epic, like Fellowship did. There is that Lord of the Rings essence of this being a huge, grand and ancient world that has history. The structures feel more weathered and ancient. Mirkwood has a distinct feel, much more stagnant than the magical and timeless like Rivendell.
-Danger: Definitely felt like our characters were in danger this time and saw a lot more feeling of jeopardy. I had no problems with the physics of AUJ but this movie felt a little more grounded.
Ok, now for the bad.
Length: I am no editor but I am pretty sure I could parse some scenes in this film and still leave plenty to keep it going. The moments were few, but there were a couple that I felt could easily be cut with little to no issue to the pacing.
Bard: The character didn't bother me as much as the info dump we get from him at times. I like his back story but the movie got a little heavy handed with all of the details.
Legolas: Seems to be inserted a little bit too much in this film, and felt a little too much like fan service.
Overall, very enjoyable, and a little more tense, darker tone that I think fans of LOTR will find enjoyable, or at the very least, tolerable.
God loves you!