Well, I finally got around to seeing it (second last screening, phew). Random thoughts.

The editing is weird. You get these typical epic-NZ-running-on-mountain-ridge shots which last two seconds and cut again to something else. It kills the pacing and fucks up any sense of time scale.

The barrel scene. Ahem. Goddamn GoPro shots. What the hell? I really don't get it. PJ must realize they look awful and have nothing to do in the aesthetics of his movies. The barrel-bounces-on-orcs thing would have been fine and even somewhat funny if the joke didn't go on forever. This is the kind of moments in the Hobbit movies where you feel PJ wanted to make them lighter, more kid-friendly. But the rest goes the other way. Decapitations, burnt bodies... That ain't right for children.

Freeman's acting is... I don't know. I love him in everything else - he's absolutely brilliant in Sherlock. But his typical pause moments that avatar described earlier are weird. There's a very long one when he realizes he trapped himself releasing the barrels into the river. It gets painful to watch at some point. Otherwise his acting is fine and he manages to make Bilbo likeable, but his character doesn't have much weight during the 2/3rd of the film.

The dwarves are fine, I liked them better than in AUJ. The tone is overall more serious, especially when they reach the Lonely Mountain.

I'm still glad whenever Gandalf's on screen. McKellen's acting hasn't diminished a bit since LotR, which is part of the reasons why my favorite part of the movie is Don Guldur (along with Smaug vs. Bilbo). The place looks fantastic, the green grading is a beauty and brings me back to LotR. Granted, there is no suspense as we know Gandalf will be fine. But I like how they bring Sauron into it, building slowly what we know is going to be a gigantic war in LotR. They're making more connections with LotR than the book (supposedly, I haven't read it) does, and I'm fine with it (better than the made-up scenes there only to broaden the Sauron's appearance with the eye turning into his armored body is brilliant, followed by their fight with very neat smoke effects.

As for Smaug... What can I say? He looks amazing, and I'm glad, oh so glad they brought Benedict Cumberbatch on board. His voice is incredible, and gives a great depth to the dragon.

Let's talk CGI, then. Yes, it's everywhere. But it works far better to me than in AUJ (with the video-game-cinematic-looking goblins). Unlike a friend who can't stand Azog's look, I think he looks fantastic. He wouldn't belong in LotR, of course, but in the particular aesthetics of The Hobbit, it's great, and the facial motion capture is wonderful.

Oh, and less fucked up physics too! (except for the bouncing barrel, but let's not go back to that)

I'll take miniature sets and practical effects over CG any day; but most of the movie looked really amazing. I may be getting used to the Hobbit's overall look. I'll never like it as much as I loved LotR's, but it's a start. I accept what PJ is showing us, I accept it's something completely different from LotR.

The only thing I thought failed was the molten gold. I think it's one of the hardest things to make in FX, as molten gold already looks bizarre and unreal in real life. But there are so many close-ups of it, it doesn't work.

The not-so-much love triangle, I don't really care for. It's a "oh well, I guess we're going to go through that" scene. I stop paying attention until it's over, but I'm scared we'll have more of these in TaBA to unfold the story between the three of them. At least we have Lilly's beautiful face to look upon.

By the way, I liked Legolas in a way I wasn't expecting. He's introduced as a big jerk, it's fun. I'm among those who thought the Gimli joke was really funny. Just the right amount of it. I wish the other comical moments were handled as well.

Legolas' bigger jerk of a daddy is quite forgettable, though. The whole elf part kinda destroys the idea that they're pure and perfect and gay. I mean, who have two passed out drunk in the cellar. Wasn't really expecting that either.

Many things have already been covered in this thread, so I'll sum up: I liked this movie enough that I'm ready to forgive his weaknesses. I got to experience Peter Jackson's Middle Earth again, and DoS worked better to me than AUJ did (in an absolute way; I don't believe my expectations were dumbed down or anything of the sort).

I won't be wondering if I really want to see the last film, because I do.

Still have to experience HDR 3D, though.

(on a side note: yay for Stephen Colbert)

The "George-Lucas-ification" of LOTR. I wouldn't go that far as PJ hasn't dicked around with the original trilogy. The Hobbit movies are still more watchable than those Prequel movies... just.

At that link, someone has posted a great summation of what's wrong these films.

1. A bit of a copout but I think Ian McKellan's Gandalf is (still) superb. He has the gravitas of the wizard but balances it with vulnerability and old man kindness. The scene with him and Galadriel is surprisingly powerful (and very likely written by Fran Walsh).

2. Biggest mistake was going for a 9 hour trilogy, and I understand why he did it - way more Tolkien and how can that be a bad thing? 9 hours of LOTR was awesome and yet still not enough. However, so many of the problems stem from this decision. Without a core story in place of that duration, it has meant there has been far more room for additions from the writing team. But lest we forget, the weakest elements of LOTR were arguably the additions, especially the whole Aragon and Arwen thing in the third movie which makes no sense. Each movie needs to have its own arc, action sequences, big climax, and 'one-movie only' antagonists, whilst none of the protagonists can meet with any harm until the finale of the third movie. Hand in hand with these problems is that PJ and PB have really quite shlock sensibilities, they aren't nearly as good at writing Tolkien as they think. Thus we have this bizarre love triangle with a pretty boy dwarf, lots of crass humour, a lack of subtlety throughout, and a recycled Aragorn arc for Thorin. Further compounding these issues is PJ's film-making trajectory since LOTR, so we have the overly complicated cartoonish action of Tintin and the self-indulgence of King Kong.

3. Best scenes of either film were Riddles in the Dark and Inside Information. It was these scenes that made me perk up and I really enjoyed both. Whenever the films are doing actual Tolkien, they're good (except the utter waste of the Beorn scene).