Pros: Superior to Hobbit I. I really enjoyed Tauriel, the newest addition to the Tolkien universe. The romance between her and Kili was done very well and quite effective.
By this time around, I was more accepting of the comedic scenes with the Dwarves as they bumble around and just happen to land in the right place (or barrel) at the right time. I enjoyed this movie alot more because I didn't take it as seriously. This is not the LOTR trilogy. I'm ok with that.
I always enjoy it when the Istari show off their power and Mithrandir (gandalf) did not disappoint. We got to see new staff powers (proximity repellent, flash w/ teleportation, force field) and more of the old (small explosions used to dislodge rocks).
The tension when Bilbo first encountered a sleeping Smaug.
Cons: the CGI was at times horrible, especially during the barrel chase. No better than the LOTR trilogy. ILM remains the top FX shop and this was a reminder that WETA lags behind.
Beorn's scenes were underwhelming, seemed like filler. Same for some of the Laketown scenes. Should have been on the cutting floor or in the extended editions.
I hate cliffhangers where I have to wait an entire year.
Overall I give it an A.