I hated the first one. I thought it was a poorly-paced, borderline incoherent mess with abysmal visuals and its 48 frames per second made it look like a BBC made-for-TV movie from the '70s. But this one was a surprise. Thank God they fixed almost everything, because this was more fluid and cohesive with improved visuals and less distracting HFR. Why did I see it in 48 frames per second if the first looked like ass? Because I wanted to review what the filmmakers intended and envisioned. It's still intermediately distracting and I would definitely prefer 24 frames per second, but it didn't make me want to stab Peter Jackson, so I guess that's a plus. The pacing is way better but inevitably takes a jarring halt because the film is two hours and 41 minutes; I had to get up and watch the last 30 minutes while standing from the theater entrance because I was so antsy. But then again, the first Hobbit movie only had me involved for about 30 minutes total. Vast improvement. The visuals are way better, even though the orcs look fake as hell and they distracted me to no end, but Smaug looks very convincing, even if some parts look like a video game. The plot is fine, but this is a rare example of me being thankful for action sequences since they redeemed the screenplay's awkward trying to tie itself to The Lord of the Rings. All of the acting is good, the directing nicely balances drama and comic relief, and the action scenes are great, namely the barrel river sequence. The 3D is good and improves the immaculate set design. If they make the next shorter and tidy up the frame rate's looks more, it'll be even better. I'll just never be able to ignore how padded the Hobbit films are and how much better it could have been in one three-hour movie, not three. 7.1/10, good, one thumb up, above average, etc.