Okay, keeping it short and sweet, and spoilers you shouldn't care about because anybody who would go see this movie without reading the book first ought to just kill themselves. Things I liked: >They kept Beorn, who I was positive would be cut, in the same vein as Tom Bombadil. Though, with the way they padded this movie out, I guess they had no choice. >Smaug's design was very well done. I like how reptilian he looked, it's a nice change from the simian-faced dragons you see in a lot of movies. I appreciate the monitor lizard-like face. He's not bulky, either; but nice and serpentine, with humonguous wings. It really looks like something that could stay aloft for an extended period of time. >The effects were, as expected, top notch. There are one or two shots where you can see through things. But all in all it's a great looking film. Now, what I disliked: >This movie is literally 50% padding. Most of the time you spend watching watching it, you will be asking yourself why the hell they couldn't just make two films. Or, hell, just one! Single sentences from the book are turned into 15 minute scenes. >There's this whole, shitty romance subplot they've pulled out of their asses, it's cheesy as hell and from the moment the chick is introduced you can see what the filmmakers were up to. It feels really forced, and is only really there to pad things out. I'm kind of confused by the plot being there at all, since the Dwarf involved died at the end of the book, and they had him almost die of poisoning in this one. So it's going feel like a lot of time was wasted on him when he dies in the final film. >It really feels like there is no reason for Legolas to be in this movie. Which makes sense because, honestly,he [i]doesn't[/i] have any reason to be there. Overall, it's a decent film to watch solely from the mindset of a moviegoer, but as a Tolkein fan I feel frustrated by the way they dragged it out and embellished it with shitty movie cliche subplots and scenes.