Well, the callbacks were kind of amplified in my theater because I went to the midnight premier (worst way to watch a movie you care about). So maybe those moments aren't as bad without tens of Tolkien fans cheering and screaming. I've been meaning to see it again, properly, but I haven't gotten around to it.

Another thing that VFX can improve on is blurring the distinction between an outdoor shot and a studio shot pretending to be an outdoor shot. In the Hobbit movies, the forest scenes are all green screen and you can tell. It looks too pretty, too well lit, too art designed. Locations comprised something  like 70% of Fellowship. Now we're down to 10% or so.

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.

I'm pretty surprised by Dorkman's reaction. It's still far below the level of quality Lord of the Rings set, but I thought Smaug was a marginal improvement from Unexpected Journey, overall. It takes many more liberties with the source material, but I knew that going in and decided to accept it and try to enjoy the story they opted to tell. And actually, so help me, I was really enjoying it for a minute there. To me the whole opening totally delivered on the promise of a Hobbit adaptation; a LotR prequel that's a little lighter in tone and is more just a fun fantasy adventure movie.

And I felt that way right up until the barrel sequence. That's when the film started to lose me hard, and the ratio of entertaining to infuriating kept getting progressively worse as the film wore on. But that was true of the first one as well, I just think the best here is better than the best there. It doesn't become an awful, unwatchable mess until the Dwarves muscle their way into the climax, much later than Unexpected Journey did (about the time they left Rivendell, by my reckoning).

Really most of the bad stuff is only bad because it has no place in this movie. The barrel sequence taking place in Tolkien's Middle Earth is retarded, but if Jackson had put it in the next Tintin I would have fucking loved it.

Not a great movie, but adequate. Far from the worst I've seen this year, and not the worst of Peter Jackson's Middle Earth, either. If I watch it again it'll be for the commentary in a year, then probably never again, but it wasn't garbage.

I just saw Martin Freeman in the new Sherlock Holmes TV show and his acting is good, but for some reason I just don't get his Hobbit performance. It's really annoying me - because Peter Jackson did such a good job in getting great performances out of mediocre actors like Sean Astin - who just knocked it out of the park.

Freeman's Bilbo, by contrast, is opaque. I don't understand his motivations for anything he does. Sometimes he appears to be a dick, other times he's indecisive, and then a coward, and then brave, and then stupid, and then homesick, and then curious, and then obstinate, and then smart. And so on. Therefore's no consistency and there's no transparency.

Just fyi, the third movie in the series is subtitled There and Back Again, not Battle of Five Armies.

Battle of Five Armies would be a good title, though.