I went to a midnight showing last night, so I'm just going to throw some of my reactions out there semi-coherently and non-spoilery.

Beorn

I realize now that Beorn is essentially the Tom Bombadil of The Hobbit. He works great on the page, and he's a fondly remembered part of the book for all of us. But in a movie, the depth of his irrelevance becomes apparent. As much as it pains me to say it, he should have been left out altogether. Of course, I might be singing a different tune if I had liked Peter Jackson's Beorn just a little bit more. There was nothing terribly wrong with him, but he really didn't grip me.

The Elvenking

Thranduil feels like he stepped right out of the pages of the Silmarillion – prideful, snarky, swaggering, and harboring tragic misconceptions about the nature of evil (hint – it's not just outside!). If you've followed anything else I've posted, you can guess that I LOVED this.

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(But can anyone explain to me what happened to his face that one moment? I have no idea what they were going for there.)

Tauriel

I have no problems with a badass female captain of the guard. In "Laws and Customs of the Eldar," Tolkien explicitly said that there are no roles that are considered exclusively masculine or feminine amongst the Eldar (except maybe baking bread?). So why not?

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I braced myself in advance for the long-anticipated interracial romance scenes, but they were not nearly as cringe-worthy as I feared. They were, however, painfully boring.

Bard

Eh, he seemed fine.

The Master of Laketown

I never thought I'd so dislike something involving my beloved Stephen Fry. I felt everything about the Master was overdone, rendering him into a cartoonish Scrooge-like villain. It was not appropriate for a Tolkien adaptation.

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Dul Guldor & the Tomb of the Witchking

These sets were pretty, but I honestly was bored every time the filmmakers tore me away from the main action to follow Gandalf pottering about these places. Not that he was actually pottering, of course. This being a Peter Jackson adaptation, it was all action all the time. Even more tedious.

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Bilbo

Can I just take a moment to gush about Martin Freeman? I loved him in the last movie, and I think I'm literally in love with him this time around. He was flawless every moment he was on screen. Bilbo's arc is right where it should be – he is competent, confident, and more or less the leader of the company, yet without losing his essential hobbitness. The moment when he decides not to tell Thorin about the Arkenstone is so perfect, I almost wish the film had ended right there.

Smaug

"Truly the tales and songs fall utterly short…" Seriously, I cannot express how much I loved the look and feel of Smaug in this movie. If I had dropped dead right after the conversation with Bilbo, I would have considered my life complete.

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However (MINOR SPOILERS ahead), I was disappointed with how they handled the (predictable) action scene involving the dwarves and Smaug. The dwarves were constantly scampering right in front of him, or even under him, and Smaug appeared to be actively attempting to kill them. And yet no one was even hurt. It cheapened Smaug to a degree that I could not tolerate. The sequence was somewhat saved by how completely ineffectual Thorin's plan to kill him turned out to be, but that was after something like 30 minutes of Smaug being completely ineffectual.