Here's a full list of my thoughts
The good:
-The brief appearance of Saruman and Elrond. Because I like the two characters and the two actors.
-Nazgul looked pretty cool. They're what the ghosts in Return of the King should have looked like.
-A handful of Bilbo scenes. Thorin giving him the mithril vest, etc.
-For some reason I laughed when the Master of Laketown got caught up in the rope. It was just so stupid and ridiculous
-Some of the Thranduil scenes were a bit entertaining.
The bad:
-Score is completely unmemorable. It's like Howard Shore didn't even try. Return of the King had one of the best film scores ever, what happened?
-Beorn got barely any screen time. I mean why have something cool and from the books when you can have Legolas flying on a bat and jumping on fallings rocks? -_-
-Legolas in general. Everything he did in this was the Oliphant scene in RoTK x 100.
-The romance was an awful and contrived fan service for the people that like the new bishonen Kili and Fili.
-Thorin, Kili, and Fili all dieing separately instead of side by side in battle like Tolkien wrote.
-Bizzare attempts at humor. Dramatic death scene, then Gandalf making a fool of himself lighting his pipe, then back to dramatic death scene. Are you serious?
-Alfrid. That character got really old really quick. We had time for a dozen or more scenes with him but only 10 seconds of Beorn?
-WTF were those Nydus Worm/Dune things?
-CGI for trolls was pretty bad. Many of the orcs were bad too.
-CGI Dain and Billy Connolly's cheesy as hell performance.
-The CGI elf face. You can only see it for a half a second but a 200 million dollar movie can do better.
-Excessive CGI in general. Though Smaug still looked good.
-Terrible pacing and editing. The battle ended absurdly abruptly. What happened to the second orc army that came?
-Nuclear Galadriel. Because everyone loovvved that one scene in the Fellowship so much. <_<
-Battles have none of the weight and realism of LoTR and long overstayed their welcome.
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