In this able follow-up to last year's epic and wonderful The Lord of the Rings: The Fellowship of the Ring, the further adventures of the original fellowship are recounted. This is an extremely busy film, with too many characters to keep track of, and it's not as cohesive and urgently enjoyable as the first film. However, it is still among the best big-budget films of the year, leaving such franchises as Star Trek, Harry Potter, and Star Wars farther in the dust.

The film suffers from middle-movie syndrome: much of the running time is devoted to maneuvering the players into position for the big finale to come in Return of the King. The filmmakers had to make choices about which storylines were most important, and I think they made some questionable decisions. This film is mostly the story of Aragorn and company's valiant defense of the people of Rohan in the stronghold of Helm's Deep. The first film, and the trilogy of books upon with these are based, tell the story of Frodo and his companions, with the emphasis on Frodo. Sadly, Frodo and Sam are largely absent from the proceedings here, probably because their story in this episode is simple, while Aragorn and company's epic adventures need lots of explanation in order to make any sense (and it was still hard to keep things straight).

After a brief flashback that explains what actually happened to Gandalf (Ian McKellan) during his seemingly fatal battle with the Balrog, we quickly take up with the now-splintered fellowship. Frodo (Elijah Wood) and Sam (Sean Astin) are lost, heading toward Mordor in their quest to destroy the Ring in the fires of Mount Doom. They are joined by Gollum, the Ring's longtime owner, from whom Bilbo stole it in The Hobbit. More accurately, they capture him and force him, at first unwillingly, to guide them to Mordor. They run into Faramir (David Wenham), the brother of the slain Boromir from the first movie, who is defending what's left of Gondor but is keen to take control of the Ring, thinking that he can use it to fight Sauron (we've heard THAT before).

In another part of Middle-earth, Pippin (Billy Boyd) and Merry (Dominic Monaghan) escape from the orcs who were taking them to Mordor and wind up in a forest full of living trees. They are befriended by Treebeard the Ent, a huge sentient oak tree voiced by John Rhys-Davies (doing double duty as both the voice of Treebeard and the actual character of Gimli the dwarf). Pippin and Merry must convince Treebeard and his people that they must join the fight agaist Sauron's armies.

Meanwhile, Aragorn the ranger (Viggo Mortensen), Gimli the dwarf (John Rhys-Davies), and Legolas the elf (Orlando Bloom) trek across the mountains hunting the party of orcs that kidnapped Merry and Pippin. They end up in Rohan, where the elderly king Theoden (Bernard Hill) has been bewitched by Saruman working through his advisor Grima Wormtongue (Brad Dourif; and why would anybody trust someone named Wormtongue?) and has sent away his nephew Eowen (Karl Urban). Whew.

As a sort of compensation for the limited screen time given to Sam and Frodo, we are treated to a fabulous new character, Gollum, nee Smeagol, the Ring's longtime owner. Gollum is a triumph in many ways. He is a great character, comic and tragic, with a clearly defined personality that gives viewers a sense of who he is as a "person," an idea that we could picture him existing outside the confines of the movie he's in, which is something that many human characters don't achieve. Onscreen, he is literally what he was most likely figuratively in the books: a split personality, at war with himself over his role in the battle between good and evil, which is embodied in his tortured psyche. Half the time he's Good Gollum, or Smeagol, his real name and the name by which Frodo chooses to call him. He's ingratiating and helpful, guiding Frodo and a distrusting Sam toward Mordor. The other half of the time he's Bad Gollum, a scheming and evil creature willing to murder Frodo and Sam to get his "precious" back. In addition to being a great character, he's a triumph of CGI animation, the most lifelike and dynamic special effect so far in film. Actor Andy Serkis, who should get an Oscar nomination for his performance, played out the scenes with Wood and Astin, and the effects crew animated over him. The result is a lifelike and three-dimensional character who interacts with the other actors convincingly because, instead of them delivering their lines to an X on a wall, they were interacting with a living person. He is so convincing that I could even imagine the texture of his skin and the awful smell that Sam complains about.

The climax of the film is the mother of all battles, between Sarumon's 10,000 strong orc army and the ragtag remnants of the armies of Rohan at Helm's Deep, a seemingly impregnable fortress in the mountains. It is on such a massive scale that it is difficult to take it all in at once. Peter Jackson, it seems, is at his best when coordinating enormous numbers of people and impressive special effects into a cohesive and stunning whole. This might be the greatest battle scene I have ever seen, and Jackson never lets the CGI effects overwhelm the actors (are you watching, George Lucas?).

The film appears to have deviated significantly from the book upon which it is based, much more than the first film did. This will probably enrage many Tolkien purists. While I have not read the book (I am halfway through Fellowship), it seems that, if it is not faithful to the letter of Tolkien's books, it is still faithful to the spirit of his work. Certain liberties must be taken with the plot to keep the film at a reasonable running time; apparently, the final five chapters of the book are not here, and they will be included in the final film of the trilogy. It has long been my belief that film and literature are completely different things, and significant changes must be made for a book to work onscreen. For an example of what happens when you refuse to change a thing, see the lifeless Harry Potter series, which chose to regurgitate the books word for word instead of attempting to fashion them into something that works onscreen. I, for one, am glad that I saw these movies before reading the books. I loved the first film, and on reading the novels and seeing all of the rich detail that had to be excised from the film version, I like the story even more, and it doesn't detract from my enjoyment of the film in the least.