Thar be spoilers below.
There's a lot to like here. The transition from the end of the first film through Beorn's land is fairly brief, but manages to retain nearly all of Beorn's actual character from the book, right down to Gandalf reminding the dwarves to send the ponies back to their master rather than risk his wrath. Mirkwood is handled as having a general, hallucinogenic quality to its effects on the company, rather than the somewhat individual and haphazard dangers presented in the book. Lee Pace is fabulous as Thranduil, whose role is increased in order to better draw the relationships between himself and the dwarves of Erebor. It's particularly wonderful to compare and contrast Elrond, Galadriel, and Thranduil, and how they have been consistently presented as elvish, but with very different individual personalities. Tauriel's Bizarre Love Triangle was completely unexpected and not unwelcome. Gandalf's exploration of Dol Guldur and the necromancer's revelation as the Enemy has a great look and feel, as does Smaug. I really enjoyed that there are more displays of dwarven manual dexterity as they toss objects to one another, even if it meant making the escape by barrel "exciting". The choice to interpret the Black Arrow as a projectile fired from a ballista is a very interesting one, though I'm a little saddened that the movie history of the Black Arrow means that it's unlikely the thrush will be needed to carry a message from Bilbo to Bard. I'm also a little saddened that Azog can travel from near the Carrock to Dol Guldur within what appears to be the same night, and that the dwarves can travel from Laketown to Erebor in less than a day, but... bygones.
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