they finally were able to get on the plane and get out of the country, I felt almost as relieved as they did. After two hours of intensity and shouting arabs.

anticlimactic

ambiguous ending

also have Gandalf's capture in Dol-Guldur happen at the same time, so the second movie ends with everyone but Bilbo held captive somewhere

Smaug's death I was totally cool with. I mean, everyone knew what was going to happen, so it was obvious to me he wouldn't survive long into the third movie. It looked really cool, they did a great job of making his destruction of Lake Town seem utterly cruel and hellish, his dialogue was awesome. etc. The only letdowns were that the thrush didn't pass on Bilbo's discovery about the hollow in Smaug's breast - Bard just saw that shit himself and took advantage of it, which kind of lamely takes away Bilbo's part in slaying the dragon if you ask me. Also it sucks that we didn't get to hear Bard's black arrow speech that was a huge highlight of the Rankin/Bass movie, but I guess that wouldn't have made any sense given that whole silly black arrow lore thing they introduced in the second movie.

The Iron Hills dwarves were a huge letdown. It was totally lame that Dain was entirely made of CGI for no real reason I could figure out, lame that he was riding on a fucking pig instead of one of those war goats they lifted from Lord of the Rings Online, and while he had a couple cool lines it was lame that they made him into a silly bouncing comic relief character instead of a totally grim badass like he should have been. Totally unnecessary given how the Master's deputy was basically the Jar Jar of the movie already. Also, why were the Iron Hills dwarves armed almost exclusively with spears? They had mattocks and axes and shit in the books like proper dwarves.

I also thought it was kind of dumb that they introduced the whole Gundabad/Angmar lore the way they did. While technically it does fit into Tolkien's lore, they already took so many liberties I see no reason why they should have brought in this whole extra bit of strategic maneuvering on Sauron's part like that, which was probably totally over the heads of everyone who is not a giant Tolkien nerd and knew what the fuck they were talking about. It was dumb how quickly people (Bolg, Legolas/Tauriel, that huge fucking Gundabad army) traveled to and from that area considering how far away from Erebor it is. While I thought the whole Saruman/Elrond/Galadriel fight against the spectral Nazgul and Galadriel's banishment of Sauron were real cool liberties that they took, I thought that, since they show Sauron getting his ass handed to him basically, what they should have done is just have Azog revert back to his "ok fuck Sauron's orders, I'm going after Thorin and Company because that shit is personal" and used both his orc legions for war and duped the Misty Mountains goblins into helping his cause, egging them on through pushing the whole "these dwarves killed your King!" angle. Would have made perfect sense and would've reduced the need to add in that whole potentially confusing Gundabad/Angmar stuff.

Also, we got like two seconds of Beorn screen time. Lame!

Final gripe: I thought Gandalf showed up just a bit too early at Erebor. Woulda been cooler if he had done his big reveal like, moments before the orcs attacked.

On to the good stuff!

The battle scenes were fucking awesome and there was some ludicrously awesome over-the-top fight stuff. That part where Thranduil's elk picks up like ten orcs with its antlers and Thranduil decapitates all of them with his two swords was goddamn ridiculous and badass. Lots of cool set/art design with the orcs and especially all the weird trolls and shit they had with specialized roles, like the one with maces for forearms and the suicide one whose only job was to ram the walls of Dale with its big head ram thing then just fall over dead, hah. The whole sortie by Thorin, Dwalin, Fili, Kili, and Bilbo with Legolas and Tauriel was really, really cool. Totally dug the fights with Bolg, and that part where Legolas flings Thorin's sword into that orc's chest, then Thorin yanks it out and the camera pans over to show Azog standing on that ice with that big stone flail thing, was cool as fuck.

The emotional stuff was also super good - Fili, Kili and Thorin's deaths all hit me harder than I think pretty much anything from the LotR trilogy. Fili's was just really cruel and brutal, Bilbo trying to talk to Thorin after he had died was gut-wrenching, and jesus christ was Tauriel's reaction to Kili's death heartbreaking. I really liked the really genuine emotional weight of that part, and Thranduil's response to her despair. Really good shit.

And how about the earlier parts with Thorin going insane? The way his voice/lines merged with Smaug's was great, then the scene where he tells Dwalin he'll kill him was just painful shit, and of course when Thorin calls for Bilbo to be thrown over the wall was really well done. Sure, these movies have tons and tons of cheese all over them, but there are definitely some really great acting chops. Martin Freeman also put a shitload more into his performance throughout the movie than he had in either of the previous ones, which was cool.