At the risk of drawing this thread off-topic, I saw it in 24FPS and didn't think much of it. No amount of HD or FPS can make up for a mediocre film, in the same way that fantastic graphics don't make a good game.

(Spoilers ahead.)

Bilbo and the dwarves were caricatures - overdoing their roles as a surprised hobbit and a fat, funny disney character with a single personality. (Seriously - there's a fat one, a stupid one, an Irish one, an old one etc...)

That would be ok, since The Hobbit is a children's book, but this is certainly not a children's film. I did not like the mixture of comedy and seriousness that was attempted. Whereas LOTR (which I really enjoyed) had moments of Merry and Pippin being funny, these dwarves never seemed to stop taking everything as a joke (obviously apart from Mr. Serious Dwarf). Some bits were genuinely funny (dwarves with Elrond), but they're in obviously safe environments.

If the overarching plot is to kill a dragon, there are some difficulties when trying to stretch it out into 9 hours of films. Sauron had a command structure and it was perfectly possible to kill mini-bosses (Saruman) and get some feel that you're doing something useful. A dragon has no such web of power, so the various evils they vanquish in the film appear disconnected and irrelevant to the main plot.

Gandalf has seemingly random amounts of power at any given time. I guess this also cropped up in LOTR, but it was much more obvious here.

Graphics for graphics sake. Rock battles?

Gollum was good.