As to the movie, I liked it a bit more than the first one. I think it's because I gave up on them being faithful to the book and just went with it. As a fantasy action movie, it's very well done, and pretty damn entertaining, but it's so different from the book in so many ways that it's not even worth comparing them. Though, I will agree that Beorn got the shaft, he's barely even in the movie.
This. As Elinda said, this isn't really "The Hobbit", but the story of a growing evil in the world wrapped around the events that occurred in The Hobbit. And as such, it works very well and is a good story. It's faithful to the broader set of works of Tolkien, if not the specific book itself. I also enjoyed it more than the first film. The first one just seemed like it was a series of "rush here, run into there, hide, run again, repeat". This film had a lot more elements to it, and flowed better IMO. I also liked how they handled Legolas and the elf chick (and his father too). One of the problems in the original book was that the treatment of the wood elves in The Hobbit was glaringly different than that of elves in his later works. He clearly hadn't finished defining them when he wrote the Hobbit and that presents a problem for the film. I think Jackson's modifications help address this, giving the elves motivations for their actions which were lacking in the original, while keeping things consistent with the later works. It works IMO.
The one thing that did bother me, however, was the whole drug out fight with Smaug inside the mountain. I get why they did it (needed a conflict to cap off the film and they knew they were breaking prior to the death of Smaug), but it struck me as not just silly but incredibly unlikely as well. For something completely made up and inserted into the story, it's unfortunate that they couldn't think of an action sequence better than that. Other than that bit though, I really enjoyed the film.