I liked it more than the first film. The dwarves felt like more of a team and it was nice to see Bilbo be a part of the team and become the burglar they need (and the burglar they deserve).

The spiders were terrifying and because of tabletop endeavors, were very gratifying to see on the big screen. That was always my favorite part of the book, so I was thrilled to see them crawl around so big and clear.

Martin Freeman really holds the film together with his performance. His performance is amazing and kept me grounded and caring during the grand fantasy spectacle of it all. They seeded some cool One Ring stuff throughout the film.

Rhadaghast bothered me less in this film, though I still think the bird-poop on his head was one of the few serious costume/production missteps in Jackson’s Middle-Earth. Seeing Gandalf get his wizard on worked and set up the bad-ass posse that will gather to take down the necromancer in the next film.

Orlando Bloom has improved with his weapons work. Three pirates films have definitely left their mark and it showed. This didn’t necessarily translate to better film fighting. In some ways, they felt more comfortable showing Legolas, so we saw even more of him surfing on this and surfing on that while being a bad-ass. The first critique that occurred to me was that they should have cut some Legolas from the film and given some of his bad-ass-i-tude to Tauriel.

I liked Tauriel and Mirkwood was a nice counter-balance to the other elven realms, Rivendell and Loth Lorien. The barrel sequence was fun, though, like many action sequences, I could feel as it struggled to not to feel like a video game without any controls.

Just before the movie started we were talking about ways the first film fell short for us and my buddy pointed out a solid one. The main orcs, the big ones who get big fights with named characters, should be guys in make-up. I want some big New Zealand stuntman in a rubber mask; it gives the action scenes more oomf and gives the performance something tangible for the pale orcs.

Smaug is amazing. He is the dragon we have been waiting for since Dragonslayer came out in 1981. His movement and voice worked for me and I loved the way the fire started in his belly and erupted out of his mouth. There was one scene in particular where they highlight the coins on his belly that I won’t spoil but might’ve been my favorite moment in the movie.

Laketown looked good and it had people of color has background extras. I wanted to yell, “I see you Laketown people of color!” The look and production of the place was well done but the conflict between Bard and the Master of Laketown felt tacked on. I couldn’t care.

When the movie ended, the audience groaned audibly. “Really?” “Well, its only a year, right?” I think we need to look ahead and think about this movie as a piece, playing in our homes on winter holidays in years to come as we play through our deluxe DVD/Blu-Ray sets. When we look back on this 161 minutes of film, I’ll say, “Cool, this is where the Hobbit starts to get pretty damned good.” But looking at it now, as a night out of the movies, the ending was a rough choice. It left us wanting more but I wonder if it left us with enough for the cold ride home from the movies.