I think they went a bit over the top in these films with armor and weapons sticking out of Orc body parts. I mean there was a freaking troll or something with peg leg weapons, I mean the weight of the creature taking a step would drive the peg further into its body.
Loved the fight scene when Galadriel, Elrond, and Sauruman and the Nine. Some people I saw it with thought she went too far evil looking but I did not. She b*tchslapped Sauron into Mordor!
I thought Christopher Lee looked pretty spry for a 92 year old
Over all the movie was enjoyable and was a nice full circle from the first movie with Bilbo telling the story and I enjoyed how they explained that Smaug wasn't the only possible threat but was rather possibly part of a bigger threat should the orcs take over they could get back to the North.
I do see a few scenes that are going to have extended sequences in the extended editions (Bard's son suddenly appearing holding up the Black Arrow, Bjorn fighting, maybe Radagast recruiting the eagles?, and Bilbo getting the chest of gold the dwarves hid in the troll hoard)