OK, I want to preface this by saying that three of my five fave movies are very long (Seven Samurai, the Good, the Bad, and the Ugly, and Apocalypse Now). So I'm not inherently opposed to long movies. But daaaaamn that was tedious. It was less awful than the first one, thank god, but it really could have been like 30 minutes shorter. I thought they were going to stop and have a picnic in Smaug's lair...it just went on and on.
The action was too over the top, as with the first (though in fairness a lot of it WAS fun), and the relentless need to set up Sauron's return rather than let this movie be an independent adventure weakens the film dramatically. A few hints at Sauron are fine, sure, but the need to make it all connect really is pointless and slams the brakes on the momentum of the main action.
I felt very emotionally involved with LOTR. I have no major criticisms of it. Getting through these Hobbit movies feels like a chore.
It's frustrating, because if PJ had simply made the Hobbit, it looks like he would have done a great job. But his need to bloat the crap out of everything (cynical cash grab? Lucas yes-men syndrome?) really is spoiling something that could have been a lot of fun. Now it's just a huge snooze.