I got dizzy in the first minute or two as the camera panned OUT OF FOCUS (WTF Peter Jackson?) too fast, too close up, at a steep angle. Most of the rest of the film was in focus, but there were several more scenes shot to make you dizzy.
I found the cinematography the 2nd worst aspect of the movie. Worst was incredibly poor audio mixing, which was exacerbated by AMC theater turning up the volume too high, starting with the pre-movie trailers. Even if the theater volume had been normal, the audio on the too-many battle scenes was Rock Concert level. And that brings me to the score. There wasn't much of a score, there was mostly shouting and metal clanging. I suppose there was something resembling music underneath, but find a tune, win a prize.
Makeup. Except for Bilbo, Frodo, Gandalf, and the elves, the hair and beards are insane. Oh yeah, the goblins and orcs have no hair, and their makeup was pretty good, except for the goblin king's double chin, which was the size of Bolivia.
There was some acting. Martin Freeman (not to be confused with Morgan of the same surname) had his moments, but for the most part he limited himself to one expression: bemused. Ian McKellen was not at his best - I suspect his character was seriously throttled back by the writers. Richard Armitage as Thorin displayed two emotions: stoic and angry. However, he is very pretty in a king-to-be kind of way. For the several nanoseconds of screen time they were given, Dean O'Gorman and Aidan Turner as Fili and Kili were charming during the quiet scenes and did angry, scared, defeated and victorious at all the right times. Andy Serkis' voice-over for Gollum was suberb, a shame that scene lasted the better part of an hour. Sylvester McCoy (aka the 7th Doctor) was unrecognizable as Radagast The Brown, a wizard who went off the deep end so long ago that they made him a lifeguard. Excellent acting, but one can argue that his scenes were also too long.
There is much CG, some of it quite clever but most of it overwhelming.
After 3 hours, the plot has barely moved forward. I checked my watch a few times, and even ducked out for a restroom break, something I haven't done in years. I didn't need the facilities as much as I needed a break.
If I see the next one, I may brave the IMAX just to see the 48 fps, but my 25+ years in the video industry tells me that it's a wash - the bigger screen needs higher resolution, and the double frame rate may just make it look as good as the normal rate on a normal screen.
Worth Senior discount price, just so I can say I saw it.