There are a lot of reasons to see "The Hobbit: The Desolation of Smaug," but I thought I would cut it down to fourteen - thirteen plus one for luck. Beware of spoilers after the break!
1. Beorn - The portrayal of Beorn - both as a giant wild man and a ferocious bear - are worth seeing on their own, but the over-sized furniture in his house, the adorable and ever present bumblebees, and the gorgeous ponies roaming his homestead were big bonuses. (Pun intended.)
2. Bilbo versus the Mirkwood Spiders - If spiders had voices, I am certain that that is what they would sound like.
3. Legolas is back! - This is the Legolas you know and love - neither Peter Jackson nor Orlando Bloom misses a beat in reviving the familiar character after ten years. You will see a consistent flow between the Legolas of Mirkwood and the Legolas of the Fellowship from "The Lord of the Rings."
4. Tauriel grows on you - Even if you consider Tolkien's book to be nearly scripture, approaching all changes to the story with anxiety and skepticism, I think Evangeline Lily will make you warm up to Tauriel. She has an admirable moral conscience, sense of altruism and connectedness among all peoples, and - not to be overlooked - some serious fighting skills.
5. You get to see Rhudaur and the "tomb so dark, it would never come to light" - In "An Unexpected Journey," Galadriel makes reference to the to the tomb of the Witch King of Angmar, which I was really hoping Peter Jackson would choose to show us. Wish granted! And I approve of the scariness factor.
6. The Barrel Scene! - About four different subplots are converging during the very exciting barrel scene - and here is one of the main places the film deviates from the book - but the changes make for a lot of excitement and even some humor.
7. Lee Pace as Thranduil - All the pompousness, grace, and insular way of thinking we expect from the elven king of Mirkwood was made manifest on the screen by the beautiful, beautiful man that is Lee Pace. I mean, he's no Richard Armitage, but he'll do for an elf. ;)
8. Luke Evans as Bard the Bowman - The film brings life, color, and humor to the politics of Laketown, of which the stoic and jaded, yet determined Bard plays a large part.
9. The Necromancer - the big reveal - Trying to portray an immaterial evil presence like Sauron while he is transitioning between physical forms is a difficult thing to do, and everyone is going to have either an opinion on it or a way that they pictured it when they read the book. However, I thought the film executed it well. The reveal of the Necromancer as he battles with Gandalf in Dol Guldur is both frightening and artistic.
10. The scope of Erebor - Okay, we knew it was big - I mean, it used to be the greatest and most profitable dwarf city in Middle Earth, but you won't believe the size of Smaug's treaure hoard until you see it. Let's just say that the there are reportedly 200 billion pieces of animated gold...
11. Smaug the Magnificent - Big. Scary big.
12. The dwarves in their element - My favorite scene of the film involved the dwarves trying to trap Smaug within Erebor. It was fascinating to see Thorin and company pick up work at the forges as if they had never cooled. Up to this point, we have seen Durin's folk mostly as refugees and vagabonds, but finally a glimpse of the glory of dwarven culture is seen as they get a chance to work with molten metals, massive machinery, and stone molds.
13. Martin Freeman - the quintessential hobbit - Martin Freeman absolutely becomes Bilbo Baggins. He is so cheeky, so genuine, and so committed to the journey at this point that you can't help but love him. It is thrilling how well he plays the part.
14. Surprises for all - One benefit that comes of the changes Peter Jackson crafts when he adapts a well-loved book is that even fans who know the story like the back of their hand often find themselves wondering what will happen next. Even though I wonder at the reasoning behind some of the changes to the plot (I absolutely trust that P.J. knows what is best for the film), I like that I can still experience suspense and wait with bated breath for what's going to unfold. It's like when I was watching "The Return of the King" for the first time - Frodo was dangling from the edge of the rock outcropping over the fires of Mount Doom, and I literally could not predict whether or not he was going to let go. I knew that in the story he lives through the destruction of the ring, but all bets are off when you are watching the film adaptation.