...and it was GLORIOUS!
Let's get the obvious out of the way first - yes, PJ and co have added a whole lot to the book's story and trimmed a few scenes as well, but it actually helps the movie flow a lot better than it would have.
Beorn doesn't have a lot of screen time, but he makes the most of what he gets. It's a fair bet he'll be back for the third film.
Mirkwood is suitably twisted, the spiders are creepy, and there's a nice twist on the power of the One Ring that brings back something special from the book.
The Sylvan elves are delightfully aloof, Thranduil is more nuanced than I expected, and the Legolas/Tauriel dynamic is quite interesting. There's also a moment between Legolas and Gloin that had us all laughing.
Gandalf's side quest is all new, but provides necessary background to what the other forces in the world are up to, leading up to the Battle of Five Armies. His exploration of Dol Guldur is especially interesting, as he uses his magic to achieve his goals.
Bard and Laketown are even better than I imagined them, while Stephen Fry's Master is exactly as I imagined him. Oh, and Stephen Colbert's cameo is pretty obvious, but blink and you'll miss it.
All that said, Smaug is the best thing about this film. The way he looks and moves and talks are perfect. Probably the best movie dragon I've ever seen. They take what is essentially a short scene in the book into an epic action-packed climax. Well done.