First of all, yes, we did fall asleep. The Hobbit: The Desolation of Smaug (2013) runs 2 hours and 40 minutes, and we watched a few short features first (Dobie Gillis, Arrow). It was late Friday night and we dozed off. That didn't matter. The next night, we picked up where we'd drifted off, and yes, we fell asleep again. But by Sunday night, we had seen all of it. And loved it.
We liked the set pieces - Beorn's house, the spiders of Mirkwood, the barrel ride. Actually, I closed my eyes for the spider section - ugh, spiders. I kept waiting for Ms. Spenser to tell me it was OK to look, then I kept peeking and seeing that it was NOT safe. There must have been 20 minutes of them. Warning to arachnophobes.
Then we get to Smaug, the dragon, in his treasure caves beneath the mountain. What a great creature, charmingly voiced by Benedict Cumberbatch. Speaking of whom, his mate Martin Freeman got a couple of good scenes in as Bilbo. There's one nice scene where he is in the treasure cavern and he realizes that he has woken up Smaug. He's just a tiny figure in the huge hall, but his "why me?" expression comes through with no trouble.
But our favorite part was probably the art direction - the Piranesian dungeons and underground lairs. They are all just computer animation, of course, but nonetheless wonderful. Ms. Spenser now wants a bigger TV, just for this movie.
I understand there's a lot of un-love about this movie. It departs from the novel too much, it shortchanges some parts (Beorn, Mirkwood) and labors others (spiders, slapstick orc fights). The elf-dwarf romance is pretty lame. We just didn't care. We wanted to look at cool scenery and dungeons and dragons. And we were willing to spend 3 nights staying awake to see it.
In conclusion: Probably too much spiders.