Good movie, if you have young sons it will be enjoyable for them. Review from a guy who has read all the books numerous times and was excited to see how this would be adapted to film. Boooooooooooooo. Spoilers: The good: Smaug was awesome, love how the dialogue between Bilbo and Smaug was kept mostly intact. Especially Bilbo's ass kissing. Oh Smaug chiefest and greatest of calamities. The fight scenes were great, and the way the arkenstone and the great treasure starts to grip Thorin was great as well. The spider scene in Mirkwood was done nicely and even though its not in the book, I thought the way PJ tied the Necromancer story to Sauron (which was revealed in the Silmarillion) was cool too. Beorn was awesome but we will get to this later. The bad: The female Elf, played by Evangeline Lilly, (hottest elf ever) was unneeded. She added no value, except in the fight scenes. Why was there so much time wasted on her and Kili, especially her saving Kili's life, I mean he does die in the book so why waste time saving a character's life only to kill him later? Mirkwood and Beorn scenes were just burned through. Sure would have loved to see Beorn kick some ass but I guess I'll have to wait until the Battle of the 5 armies. Thranduil and Thorin's scene together was just dumb. It was changed completely and didn't need to be. Laketown, over an hour was wasted in Laketown, just getting to know Bard, and what life in Laketown was like. The added scenes in Erebor. Would have much rather seen it the way it happened. The Ugly: I thought alot of the stuff I listed in the Bad could be placed here. But to paraphrase, I understand stuff has to be changed, because PJ is trying to tie in both trilogies. But I think it's been done very poorly. There was so much left out and changed when only a small amount had to be changed and added. I get the necromancer angle, I get the Legolas angle, but why blow through Beorn and Mirkwood to waste time on stupid love stories and Bard's family and Laketown politics. So basically if you are a book purist and a Tolkein nut, you'll probably leave pulling your hair out. If not you'll probably enjoy this movie.