Damn, how did I miss this thread?
Saw this film twice, once on opening night and another to see what this newfangled HDHFR thingamabob is all about.
I thought it was great, only 4 problems:
-The stone giants. These were like the damn river of skulls scene in ROTK. Why not just have big blokes hucking rocks at each other? If these godlike behemoths exist, where were they in the War of the Ring? They could have punted those puny oliphaunts! Stepped right over the black gate!
-Azog. Yeah, I can see how a recurring antagonist would be necessary, but it might have been better to have his son Bolg fill the role (as he does to a lesser extent in the book) and have a "you killed my father!" kind of motive.
-Gwaihir. If Gwaihir deems you worthy to grant the boon of Deus from your Machina, you will give him your respect and thanks. They better open the next film with him having a speaking part and maybe Gandalf explaining that they go way back. And the dwarves must forge him a crown in the end.
-Dwarves could have had a little less burping, geez.
Other than that? Amazing, even the 2nd time. Someone mentioned Martin Freeman as Watson or something, never seen that, but you're missing the real brilliance of this casting choice: Bilbo is played not by Watson, but by Arthur Dent.
I also find that the extended length left time for the slower-paced, character building scenes (at least in the first half). Strangely, the HFR 3D enhanced these quite a bit more than the action scenes. I think probably the most developed characters are Bilbo, Thorin, Balin, and Gandalf, who are arguably the most important characters in the book (maybe not Balin so much). I especially like that they had Bilbo tricking the trolls into arguing until morning, beginning to show his merit earlier rather than later.
I'd agree with Bauglir's assessment of the Dwarves, and I think the subtlety is intentional: if you look carefully, you see only maybe 5 of the dwarves doing much the badass fighting, most of them just running and dodging. Bombur comes to mind, as does Nori with his all-knitted clothes and whoever it was with the slingshot. They're all armed with something, sure, but anyone in their right mind would be when traveling in places like that.
Personally, I think that the Great Goblin was the most awesomely hamtastic performance I've seen all year. He was both eloquent and nasty, and the frankness of his last words... just awesome. Also, the Great Goiter. Oh, and is it just me, or was there a hole in his throne seat?