I guess that means me. I'm going to vote three stars, allowing myself the possible option to upgrade on reflection to 3 1/2. But this really gets lost tone-wise. Adapted as it is from a young adulty novel with a lot of silly elements, it can't really allow Bilbo to slowly stumble out of his innocence, as the viewer has already seen the far darker story that unfolds from it. They give a long prologue --- voiced by Ian Holm as Bilbo, flashing back from the morning of the birthday party that started LotR, explaining the history of the dwarves under the mountain and the mountain's eventual loss, bloody and vicious and horrible and hateful. So when he gets to reciting the opening lines of the book --- "In a hole in the ground there lived a hobbit. Not a nasty, dirty, wet hole, filled with the ends of worms and an oozy smell, nor yet a dry, bare, sandy hole with nothing in it to sit down on or to eat: it was a hobbit-hole, and that means comfort." --- it's silly. We all know about Hobbit holes, we know about the fantastic world of Middle Earth beyond Hobbit holes, and the story can never unfold for us as it's meant to --- with Bilbo's stumble from his innocent world of comfort and food to the dangerous world beyond. Even if there's single viewer who hasn't seen the LotR trilogy, director Peter Jackson makes clear that he hardly cares to maintain that pacing. Innocence is lost before Gandalf ever visits bag end. We know all about what's up the beanstalk before we ever know Jack. Jackson, as game as he is to create some impressive set pieces, is not game for doing the hard work of the imagination that it would take to restore that innocence. Pity. And when he does try --- restoring some of Tolkien's songs to the narratives --- it seems an embarrassing departure from what Jackson really wants to do, which is enter into darkenss, and cut some shit up with some awesome extreme fighting moves out of the Jedi handbook. Half the dwarves lack anything resembling the stout and foreshortened body type (and a few lack full beards) characteristic of the race. They made a commitment clearly to give Thorin Oakenshield the role of brooding swordsman that Aragorn ably fills in the LotR trilogy, but you know, he's a dwarf, and the traits that we find in his compatriots --- randy, stout, stouthearted, good in a tight spot, but awkward in a world full of taller creatures --- are absent in him. The dwarves really are pretty hapless in the first half of the novel, getting captured again and again before getting bailed our by Gandalf, or eventually Bilbo as he grows in his resources. One thing that really does work, and to some length is in the spirit of the book, is, ironically, material that's not from the book at all. We spend some time with Gandalf's brother wizard Radagast the Brown, who is briefly alluded to in the book but never appears, and only briefly appears in passing in the Lord of the Rings books. Taking from background on him in the Simarillion, and doing some liberal construction of their own, they create a figure that's part Green Man, part St. Francis, part St. Nicholas, and a little bit of the (also absent from the films) Tom Bombadil. Drawn through the woods on a sled pulled by Rhosgobel rabbits, with birds nesting (and pooping) in his hair, Radagast is a holy fool, tasked (apparently by the ancients) with looking after the flora and fauna of the forest, acutely sensitive to shadows and suffering in nature, and first to realize that something evil is afoot in Middle Earth. Bully to them for creating him, but it speaks to the inability to live of to the challenges of adaptation that the best thing they did is extra-canonical. As the dwarves pass through Rivendell, we re-meet some the timeless characters of the LotR trilogy, as Gandalf confers with Elrond, Galadriel, and Sarumon, but we already know the fates of these three, on the page and in film. How pointless it suddenly seems to care about them. Even Bilbo, who in the books falls in love with Rivendell's pleasures and keeps them in his heart until he returns in his aged years, seems to reflect the audience's been there done that attitude. I don't know how you go back to The Hobbit after The Lord of the Rings, but Jackson --- torn between the challenges to take us to an earlier, more innocent story line, and on the other hand improve on the cinematic spectacle of a decade ago --- doesn't really pull it off to my satisfaction. Maybe future generations blessed with the opportunity to see these films chronologically will feel differently.