So Smaug literally dies in the first 10 minutes of the movie, after he dies we have the Dwarves walk towards Erebor and we get the title of the movie, i really want to emphasize again how i felt Desolution of Smaug should have ended with his death, because Smaug is really like an afterthought, just something that was needed to get rid of, Cumberbatch has a few lines, and again i feel the portrayal of Smaug was bad. Because what happens is that Smaug lands on the laketown, starts mocking Bard the Bowman, and because he keeps talking, Bard notices the weak spot, his son brings that harpoon arrow, Bard uses his son as the "handle" for the bow and some strings to fire that harpoon and then bam, Smaug is dead. The Fires surrounding Bard and his son we're really terrible, the green screen effect was painfully obvious.
Then we have a stunt actor as Saruman (don't worry, Christopher Lee is in this) fightning againts the Nazguls with Elrond, Sauron starts forming his body and it's Galadriel who pretty much with her own ring of power says that Sauron is formless and banishes him to Mordor/East, huh? Then Elrond is pretty much like "we need to warn people! we need to build outpusts at the gates of Mordor" and Saruman is all like "nah, without the ring of power, he'll never regain his power and become a threath!" like really? This is how they resolve this? One could also question how did Elrond and Saruman overpower the Withc King, since you know, prophecy says no man can kill him, but i guess they we're just in a much weaker form.
So Dain Ironfoot, he is actually in a few scenes in this movie, so i would definitely say there is an actual actor because he does interact with Thorin, but his face did seem CGI enhanced and he did feel sort of CGI:sh, but my main issue with Dwarves in this movie was, because there is a size difference, you have actors acting as Dwares fightning CGI Orcs, or the CGI dwarves fightning CGI orcs, which is really disappointing. Atleast the humans of Laketown, we're set up againts mostly Orc actors.
Here's my biggest cringe/questionmark tho, there is a scene where 100 Goblin merceneries attack Dwalin and Thorin, and they take down together, so if 1 Dwarf = 50 goblins, does that mean 1 Dwarf = 25 Orcs easily? Because Azog's army get's slaughtered, even tho the Humans, Elves and Dwarves are clearly outnumbered. I mean, the Orcs have Worm Snake monsters, they have a huge variety of Trolls that you're never going to see in the other movies, i applaud Jackson's visual creativity, some of the Trolls and Gumbadad Orcs look absolutely stunning, like really cool unique features. Also, Radagast, the Eagles and Beorn (he has 1 scene, yeah, that sucks) are the ones who alone destroy Bolg's army alltogether, talk about lame.
Azog kills Fili, Bolg kills Kili, Tauriel fights off Bolg but is knocked out, Bolg is also the one who knocks out Bilbo, which to me seems weird, oh yeah, the fight againts Bolg and Azog doesn't happen in the midsts of an army battle, it happens in this frozen spring with watch towers, because Thorin deems that the Orcs are easily defeated if you defeat their generals, even tho the Orcs outnumber all the armies, yeah, this still will work somehow.

So i would have personally preferred the movie cliché that Tauriel would have had killed Bolg in revenge for Kili and died off herself at the same time, but it really becomes this fight where Bolg beats slap Tauriel, kills Kili, beats slap Tauriel some more, Legolas to the rescue and then you have the laws of physics totally annihilated as Legolas jumps around from falling platformins and even flies one of Sauron's bats around, but yeah Legolas kills Bolg, Tauriel, an elf who has healing abilities (with herbs yeah) just goes to mope around on Kili's body, now i'm going to assume she always carries some herbs, because i bet your ass she could have saved Thorin. :b
Thorin and Azog kill each other, Azog breaks the law of gravities by jumping with full force thru a frozen lake (Thorin's 1st win is by making him drown), but yeah gravity works differently in Middle-Earth. The fight scenes are visually okay, its just that this movie has no FACE, it has no identity of it's own and there are no real characters either, so even my friends did feel it was a bit boring, but yeah, Thorin allows Azog to stab him, so Thorin gets up and close with Azog and stabs Azog even harder.
Martin Freeman gives his best performance (in the Hobbit trilogy) with Thorin's death scene, it's just a good scene really.
I also loved Richard Armitage's performance as Thorin, when he became poisoned with Dragongreed, he was really overwhelmed by his greed and i liked how in Bilbo's perception, Thorin started to sound like a Dragon, it was a really fun effect Jackson threw in, i'm not saying Thorin starts to literally sound like a Dragon, but his speeches are done in close-up and a bit slow-motion, so Bilbo gets extra worried. I really liked that, i also like how Thorin overcomes his greed, but i couldn't buy into the fact the 12 other Dwarves we're literally waiting for his permission to go fight againts Orcs, while Dain Ironfoot's troops we're getting slaughtered, which reminds me, the Dwarves take up Rams to ride, but you never see any Dwarf soldiers with those rams, huh?