Spoiler:
The film is probably the weakest Jackson Middle-Earth film to date. On its own, it would be a decent action movie with superficial tension and drama, but among giants, it is the pygmy cousin with leprosy. I will now give pros and cons:Pros:
1. Elves kicking ass. Tauriel was swoon-worthy. Legolas apparently was more badass in his youth.
2. Bishonen creepy Thranduil was a great chewer of scenery and had a special kind of charm. Also, the snooty elf lord archetype has been sorely underrepresented lately.
3. Generally, the fighting scenes were good. Some of the actions scenes were good too. I'm not sure which barrel scene bugged some people, but nothing I saw was worse than any stuff I saw in an Indiana Jones trilogy movie. Dwarves, except for Thorin Badass-shield, are pretty much played for laughs anyways thanks to Gimli's flanderization.
4. Smaug was epic. Polite, intelligent, manipulative... he was a dragon to be feared and admired. I greatly enjoyed his scenes.
5. Luke Evans makes a good Bard, I'm impressed. I did not expect to be impressed in this regard. Beorn, however, was less awesome. Borderline cameo role, and it showed.
6. There's other stuff working through my mind that I may have forgotten, so here's a spot for that.
Cons:
1. It's blatantly obvious this was shot for 3D. I don't watch 3D movies because I don't care to, but the 2D versions are usually less immersive because of jarring CGI and contrast. This film follows suit. At least it wasn't a dark blurry mess like some.
2. Some story elements were poorly explained filler. Gandalf abandoning the group and meeting Radaghast is perhaps the worst, although Beorn's shoddy cameo is no better.
3. Smaug refers to Thorin as "Oakenshield", something he would not have known since the event took place after Thorin's exile. Unknown at the moment if this is a scripting error or actually an error within the original work. Uninspired to found out if the latter.
4. Sauron's appearance seemed a little lame to me. The fiery outline of his normal form with the black cloud thing was very let-down-ish. However, to counter this Gandalf got some serious battle spells off for once.
5. Esgaroth struck me as approaching Renaissance level wardrobe and armaments in some ways, and seemed very, very out of place. I recall the Men of Dale and such to be Anglo-Saxon in inspiration.
6. The abrupt end was unsatisfying, like paying for a night's company and having her leave by 9 PM.
Overall, it wasn't a bad film. It was a bad LOTR level film, and while I will still see the finale of the trilogy, I am disappointed. The first three films received standing ovations in the theatre, while neither of the Hobbit films received the same thing and people were grumbling during the leaving of this film.
Jackson's losing it.