So I shall just list the things I liked about it, in no real order.
1) Thranduil, and his War Moose, and the way that his friendship with Bard the Bowman develops out of suspicion and rudeness.
2) Thorin fighting his demons
3) Bilbo and the acorn
4) Everything about Balin
5) The incredibly agile War Goats and their enormous horns
6) DAIN PLAYED BY BILLY CONNOLLY ON A WAR PIG!!! In fact, War Pigs as a general concept.
7) The White Council at Dol Guldur and particularly Galadriel showing why she's the power in the land and Celeborn is really just her husband.
8) That moment when the dwarves of the Iron Hills build a shield-wall, and Thranduil makes his decision.
9) Smaug, and his voice and his Magnificence
10) Working out exactly Which Five are the Armies (Tolkien, really good at putting a precise number on something without actually explaining which things he's including, and why. See also "Towers, Two").
11) Tauriel, yes, in fact, actually, so there.
12) Fili and Kili being distinguishable and having their own motivations.
13) the women of Laketown grabbing weapons and getting stuck in. (and actually I really liked that Laketown is clearly a multiracial community too, which seems to fit perfectly with its location and trading economy)
14) Pippin (well, OK, Billy Boyd) singing the song as the titles rolled.