Hollywood seems to be the problem here. Most of this movie falls flat visually -- either relying too heavily on cg so it looks more like a glorified video game, or making it look as if the heroes are marching around on a contrived set rather than the wilds of New Zealand.
We all know Peter Jackson to be a bit over-indulgent. Just rewatch the ending of Return of the King, or rather...the five false endings before the actual closer to the movie. Stretching out the ending to a colossal trilogy is forgivable, but the bloating that Smaug and Unexpected Journey experience is less so. A good example is the whole opening scene to Smaug, which I find to be forgettable and wholly unnecessary, other than to allow for the cameo of Jackson and his daughter.
One thing Jackson could have done to heighten the sense of danger is to flesh out the characters and to make us care for them more. As it was, all the dwarves sort of muddle together in the movie and the main character, Bilbo Baggins, has suddenly (and not altogether believably) morphed into an extremely capable and daring character after previously lamenting over his lace doilies. Any attempt to add more depth, such as giving Gandalf more side scenes, or creating a love triangle with some other characters only serve to weigh the movie down.
The movie does move at a better pace than the previous one, especially since it isn't bogged down by too many flashbacks in order to explain backstory. There's quite a bit in there, however, that feels just about as necessary as the wood elves' extra flourishes when sheathing their swords.
Although much of the cg is questionable -- ie making Legolas' eyes rather uncomfortable to look at -- it pays in spades when it comes to Smaug, who is fully realized in stature and with the voice of Benedict Cumberbatch.
Thus far, the Hobbit trilogy tries to cash in on the nostalgia of the Lord of the Rings trilogy too much while failing to instill the same epic scope of the former trilogy or the lighthearted fun of the book. Despite its title, Desolation showed very little of the actual devastation done by the dragon and besides being a transition movie, doesn't do much to make me eager for the last installment.