I thought this film was better than An Unexpected Journey. The tone was more serious. I also thought Smaug made for a better big bad than the Orc general. However by the end of this film I came away feeling even more so that stretching this story into three films is way too much. This second installment ultimately felt like padding. It was better padding than the first movie but some of this stuff is just getting stretched out way too much.
As for the characters I find it hard to muster much interest or concern in/for any of them. There was a little when they were facing Smaug, but most of that was figuring out how they were going to defeat him. As for Gandalf his face off against the Orcs and Sauron was cool but without much suspense because I already know he's going to survive.