• Smaug's everything: His overall design was everything dragon-like, without any oddities added in to make him stand out. His presence and scale REALLY sell the line of Bilbo’s talking about how the songs and tales fall utterly short. The way his face moves and expresses through flexing head spines and everything else were amazing, and his motion is the perfect mix of serpentine and reptilian. The last part where he was covered in gold before flying over the lake, is EXACTLY the same movement that his firework makes at Bilbo's party (the film worked overtime to parallels this time through. And to top it all off, his voice and mannerisms were all 100% perfect.
• Feeling both happy and afraid for Thorin: You see him leaving Kili behind, feeling lost when they think that they lost the window to find the keyhole, that look when he sees the treasure in Erebor and you can see the madness flood over him, standing up to Smaug, the feeling of victory and loss that’s ever-changing with him is going to be a REALLY rough journey for him, and they’re handling it fantastically. While Aragorn avoids his kingship when you want him to take it, Thorin is always grasping for it when you want him to hold back. It’s surprising how much the opening and situations in this make you really believe in him as a king vastly more than An Unexpected Journey did, where he feels like the leader of a band of ruffians.
• Forshadowing of Moria: I was tearing up uncontrollably when Balin & Ori are standing in the room in Erebor with their dead kin. They even say, something like, “They’re trapped, they couldn’t get out.” which is EXACTLY the last thing that we ever hear from or about the two of them years later. It was seriously one of the most tragic scenes in the whole film for me.
• All the Leader to Leader Negotiations: Thranduil & Thorin having a king to king speech - even though it devolves into insults - was amazing. It sells the animosity between the two groups really well in a way that further clouds who was in the right and who was in the wrong (which the Extended edition of AUJ helped establish). Seeing Thranduil’s face when speaking about dragons was exceptionally amazing. it’s no wonder he wanted nothing to do with dragons after what the drakes of the north did to him, and his warnings to the Dwarves. Then you have Thorin & the Master of Laketown negotiating like leaders, and briefly turning Bard into the bad guy, which was brilliant. All of the politics, and letting Thorin own it up was fantastic.
• The Sylvan Elves: Even though they get surrounded like the Fellowship does in Lothlorien, the tone is IMMEDIATELY different, and they don’t feel at ALL like the High Elves from Rivendell. Face masks, armor, red hair, partying, and general dark tone to their kingdom. (I really hope that the extended version shows more of them and hopefully of the party that was being held). Above all, the way Thranduil acts and how he defends his people feels right for him, and him killing the orc at just that moment to avoid any hints that would lead him towards larger conflict sets up well for the question of, “What role do the elves play in Middle Earth now?” that’s important and continues on through all of the LotR films.
• Beorn's mysterious and dangerous nature: The encounter with him is done in a way that makes him stand out, and what I'd always imagined that an encounter with Tom Bombadil would've felt like in the films. He’s a strange but powerful enigma that sort of offers them his help and then they just move on their way.
*• Mirkwood's hallucinations: Seriously. Damn. You can FEEL the difference when Bilbo looks out into the sun. The way that they made the sense of hopelessness and weariness palpable was just stunning, and I’m pretty sure that the 3D added to that.
• The Spiders: Oh dear lord. Everything about their movements was just fantastically unnerving. All of the creature work in this film was so damn excellent. The way that they descend on everyone, and the subtly different forms that they all had were superb. I ESPECIALLY liked that Bilbo understood them while wearing the Ring. And speaking of which:
• The One Ring: Seeing its effects on Bilbo and making him more violent, but also stronger really gave the sense that the one ring could be a weapon, like they always refer to it in LotR. The scene of him calling it, "MINE.” I’m almost positive used Ian Holmes’ voice. It's giving Bilbo a very different relationship with the ring that will help to show how he and Frodo are different, and how he ends up the way he does. Building upon that, they gave a good sense of how the ring was somewhat dormant, but its connection to Sauron is growing with the Necromancer’s power increasing. Making Bilbo panic and remove it when the Necromancer is flexing his power and Smaug said the word, "precious" was brilliantly executed (as was using the blurred effect to hide Smaug's initial reveal).
• Dol Guldur: While you get the sense that it was haunted in AUJ, Dol Guldur is far more menacing this time around, especially when you know that the whole area is covered in concealment spells. Hearing HIM chanting the One Ring's incantation when they pan in to the fortress was amazing. The whole place reeks of terror moreso than just haunting this time around.
• Gandalf's quest: Seeing him setting things in motion in Bree, (and setting up the scene of him not arriving there during Fellowship later) and establishing Throin's role in prophesy as significant to the whole film’s connection to the content from the Appendices. He and Radagast meeting at the long-lost and now ripped open tombs of the Nine was fantastic, and it’s the subtle differences that you see in how Radagast cares just for the world of nature, whereas Gandalf is highly concerned about the world of people.
Then when he arrives outside of Mirkwood, and Galadriel is calling him away, and he is forced to leave his friends when they need him makes his conflict of emotions vs. greater need really sell, and sets up a lot about his character continuing onwards. The other moment was sending Radagast to contact Galadriel, and heading into the trap in Dol Guldur himself finally lets us see Gandalf the Grey be a proper WIZARD. He's chanting and dispelling magic, even pushing back Azog when he's trapped by orcs, so that he can trigger the encounter with their that he needs to invoke the action of the White Council.
His confrontation with the Necromancer is clearly meant to evoke feelings of the Balrog from later with the bridge and globe of light, which gives a clear sense of dread when re-watching it. However, this involved SO much more direct power, because Sauron is still unable to fully take physical form, but when he does, and Gandalf’s staff is burned from his hands and he's hurled back and pinned against the wall, it was TRULY impressive. Seeing Sauron slowly trying to take on physical form silhouetted as the eye was amazing and such an excellent design choice.
This all builds towards some of the really impressive confrontation that we’ll be seeing in the final film with the White Council coming in force to drive him out of his fortress, and he retreats into Mordor. Establishing the White Council clearly will make their change in presence in Fellowship feel heavier all being broken, and Saruman betraying them, and Gandalf falling in Moria before reaching Galadriel really conveys all the hopelessness that is happening during that film that’s being strengthened by this backstory. (Not to mention, that eventual battle will be EPIC in the truest sense of the word, and I expect it to really show off Galadriel if Peter Jackson’s work with the elves is any indication - which I’ll address shortly).
• Azog & Bolg: From a pure lore standpoint, I'm glad that Bolg (Azog's son) showed up and is getting a part to play, even though it’s been significantly different than how the events actually played out since Azog survived the Battle of Azanulbizar (shown in AUJ). The reasons for this are now entirely clear: They made Azog as the catalyst and figurehead of the Dwarves vs. Orcs conflict, and developed him into the the commander of Sauron's outpouring of Orcs. This was done because it also logically connects them to Moria’s occupation, meaning that it is accessible again when they're defeated (since we know Balin and everyone ends up there, the films need to help portray how it comes to be a place that’s actually lived in).
Then you have Bolg stepping up to pursue Thorin and also spearheading the conflict of the Elves vs the Orcs as having a different key figure, which will likely come into play in who goes against who during The Battle of the Five Armies in the next film. Additionally, showing off that Bolg can throw down against Legolas was a spectacular way of showing off what sort of forces that they're up against, and giving the Orcs their elite warriors as well. This works in further selling both the persisting personal vendetta against Thorin as well as the larger conflict of the orc armies.
Sauron wants to prevent to prophesy to keep Thorin from ousting Smaug from the mountain (which will give him a powerful ally when he starts the War in Middle Earth), which is the same reason that Gandalf wants to help Thorin - even though his suspicions about the enemy actually BEING Sauron aren’t confirmed until this film. This lets Azog represent the old conflict with Thorin himself as well as the drive for Sauron to kill him (hence the order for his execution written in the Black Speech that Gandalf shows him in Bree), and Bolg represent the Orcs overall hatred of the Dwarves and Elves alike. (This also potentially let's Dain slay Azog & Beorn slay Bolg during the Battle of Five Armies, though who knows if those deaths will stay).
• Tauriel: It's clear that Peter Jackson is pushing to expand on some female presence in his films whenever possible, and I can’t help but appreciate it from both an equality and just a storytelling standpoint. The female characters are always the ones moving against the expectation of the established authorities and traditions, in The Hobbit films these are Tauriel & Galadriel, whereas in LotR we have Arwen & Aeowyn (some pretty important feminism messages right there). Tauriels VERY much an analog to Arwen, and not just healing scene using King's Foil, but in her choices that she makes having an impact on the world at large. Just as Arwen doesn’t want to go West, Tauriel doesn’t want to lock herself away from the world.
She's stuck in an awkward position and determined to defy expectations in a way that's still VERY unclear how it'll be handled when it all wraps up. She focuses on being the head of the guard, but is also giving up following and fighting the orcs attacking them to save Kili’s life from his wounds. I’m interested to see what role she ultimately plays in the next film and what Peter jackson decides to do with her character, but it’s obvious that he’s found a role for her, and I think that now that she’s been established, the more we see her being her own character in the third film and less of an Arwen/Fem!Legolas hybrid, the better she’ll be, even though I think that she’ll leave a change that we see later in Legolas’ character.
• Dwarf Development: Some highlights (of which I’m sure MANY more exist in the inevitable extended cut) would be, Balin being the all-negotiating leader, Kili’s continued elf enamored nature from the AUJ Extended Edition, Fili's Mad Max-style constant hidden blades, Bombur's sudden high-speed running from Beorn and Spinning Barrel fighting, and Gloin's kinship to Gimli and initial unwillingness to part with his gold before seeing the Lonely Mountain. The dwarves really shine when split into smaller groups that show their personal interconnections, and lets them now get lots amongst the group. The other BIG advantage about having this be three films is feeling like you really KNOW all of the dwarves, rather than just forgetting which of the 12 bearded little men they were. The battle in Erebor against Smaug, and the conflict with the orc pack in Laketown REALLY succeeded at that.
• Bard: Note - You can see his ancestor firing one of the Black Arrows in the Extended edition of AUJ. He feels more HUMAN than anyone else in the whole series: LotR included. He’s the perfect mix of a failed Robin Hood, and a protective father. You have him trying to do right, and under suspicion constantly. On top of that, he’s painted in a light that puts him at odds with our main cast in ways that you both simultaneously do and don’t agree with. You feel his conflict and seeing how the Master of Laketown lets the Dwarves go to mountain but ultimately dooms them to Smaug's attack by doing so, and NEITHER option feels like the right one. He single-handedly manages to be the point of while all of Laketown’s corruption and politics revolve and there’s absolutely no way that could be any more spectacular, especially in the tension for smuggling them into town followed by the conflict of motives. He manages to be 100% different from Legolas which was exceptionally refreshing, and just magnificent.
So yeah. I might think of things to add once I see it again, but that's it for now, but for now...