I was lukewarm on the first one.

It was great to get another Middle Earth movie, but it dragged a bit, and it seemed like they were stretching the story thin to get a whole trilogy out of a one movie story.

This one was superb though. I thought it had the pacing of the first trilogy, and unlike most of what I read, I thought it ended on a good cliffhanger--actually a better one than both the last movie, Fellowship or Two Towers IMO, because, unlike those, it stops right at a 'shit just got real' moment.

Cumberbatch rocked it as the voice of Smaug.

My only complaints: 1) Like people were saying, Orlando Bloom looked noticeably older. Like he could have been Legalos' dad. I guess you can't blame time and age, but I pictured someone seeing all six movies in order and in that light it will probably stand out way more.

2) The dwarves are all kind of sucky. The last movie, and basically this one too, is just the dwarves getting captured over & over. Like someone else commented, for Gimli to be such a badass, putting the whoop on hundreds of orcs...12 dwarves specifically going on a adventure, and they get captured by 1. trolls, 2. goblins, 3. elves, 4. spiders, 5. elves, 6. men. Maybe this is true to the book (I don't remember), but it felt kind of awkward the Bilbo comes off as tougher in battle than all of them.

Still, this was really damn good. It changed my mind about the trilogy as a whole.