I think this is an underrated film. Smaug is done with perfection here, and by performing that magical accomplishment, all other concerns fade to background noise. (It is worth noting that this means both trilogies deal with a memorable, strong villain in the middle installment (Saruman and Smaug) and then are left with less personified (and thus less captivating) antagonists for the final films, to their slight detriment.) I do of course have complaints -- Beorn in particular is thoroughly underwhelming in both forms he appears, and how these insanely comprehensive world and creature design teams dropped the ball on that I'll never fathom -- but all in all, I like this film nearly as much as Two Towers and Return of the King, and it alone is enough to make me happy they made the prequel trilogy. ( )