Peter Jackson had to follow the storyline from "The Hobbit", of course, but the exposition took way too long to set up. An hour into the flick and we hadn't even left Bag End yet! I don't know if it was because of the speedier film technique he used but the fight/chase sequences were too fast-paced to see the details. After 2 3/4 hours, I stll can only name 4 of the 13 dwarves-- we could have used something other than visuals to distinguish their characters. Some of the backgrounds looked painted, even though they had actual New Zealand scenery to use-- the cinematography was nowhere near that of the LOTR trilogy. 3-D was just a distraction. But, being a "Ringer", I still enjoyed the movie. It was remarkable even with its "flaws".