I'm surprised this got rated as highly as it did here, or maybe I shouldn't, because this is where genre fans congregate.
As a Tolkien fan, I should have loved this movie, but I didn't. It simply didn't have the gravitas of LOTR. Even when Bilbo put on the ring I was waiting for that tingle up my spine that I felt right in the prologue of Fellowship, and I never did.
The magic I felt when LOTR was unspooling one movie at a time feels gone and in its place this thing feels kind of like an obligatory piece of commerce, not a tale that had to be told.
This is because the overriding theme is weak. The quest of a dispossed people trying to win back their homeland just doesn't move me that much, and Bilbo going on an adventure because he's basically bored, doesn't feel very Joseph Campbell.
Certainly the stakes grow by the time Smaug torches Laketown and the battle of the five armies happens, but in this movie, it just felt like nothing happens and they invented a subplot with an old grudge with an orc just to give Thorin a bad guy to conquer before the lights came up again.
The humor was not funny. Radagast with layers of caked-on bird-shit on his face because he keeps birds in his hat was a serious miscue. Someone with some serious balls should have told Peter Jackson NO to stuff like that. Nobody wants to drop major cash to see a bird-shit in 48FPS and 3D.