It may be 2 hours and 45 minutes, but it certainly doesn't drag anywhere except in the setup before they leave the Shire. Would like it if they could commit to being a comedy with dramatic moments or a dramatic movie with comedic moments, though. The 3D feels natural, and speaking as someone who has suffered from migraines for 3 years, it didn't hurt. The 3D is not gimmicky, where it's there for 5 seconds, it's always popping the creatures of Middle Earth out into the audience.