I enjoyed the first Hobbit film, though didn't love it, this one however was a poorly paced and drawn out mess. One of my problems with the first one was that the Dwarves and their relationships with one another were barely explored or worked upon. In this one they didn't even exist they were all just targets to shoot arrows at. There is hardly any of the fun, friendship or rivalry that existed in the LOTR films. It has been ages since I read the book but Gandalfs sidestory feels completely unneeded and poorly implemented, like Jackson is just trying to remind us that this and Lotr take place in the same universe.
I'm sure this was brought up during the first film but I didn't see it in theatres so didn't experience it properly but I hate the 48fps... Like really really hate it. So many aspects look artificial and/or slightly sped up. I'm not sure if it is the result of the high frame rate but some of the CGI looked downright awful at times.
And that blatant cliffhanger ending? Come on!
Though Evangeline Lilly looks adorable as an elf so I guess it's got that going for it.