It is no easy task to produce a sequel that is as good as its predecessor. To make a follow-up that excels beyond the original is an even more rare phenomenon. In fact, I can only think of two examples where the second film in a series outperformed its near perfect predecessor (The Godfather: Part II, and The Empire Strikes Back). If you are so inclined to view Peter Jackson's The Two Towers as a sequel to The Fellowship of the Ring, you can add this film to that short list.

But TTT is not so much a sequel as it is merely the middle act of a three-part movie with year-long intermissions. Jackson seamlessly merges from the end of Fellowship, which is to be expected given that the entire trilogy of films was filmed consecutively. However, there is a significant change in the approach to this second installment. The lengthy exposition required to set up the plot and characters in the first film is noticeably absent from this one. This has led some early reviewers to criticize TTT as not being a film which can stand alone. But it is not intended to stand apart from the other two. As with Fellowship, Jackson chose to end this film with something of a cliff-hanger, which I think serves to underscore that this is not a solitary movie, but rather one part of a whole.

What supplants the exposition in Towers is a large helping of character development for a broader array of characters. Fellowship was focused almost exclusively on Frodo and the changes in his character as the weight of the ring grows on him. This is commented on directly by Peter Jackson in one of the pieces of bonus material on the Extended Edition DVD, when he indicates that if material was not either a)about Frodo or b)absolutely necessary to set up or advance the plot, it was cut. TTT spends a great deal more time developing Aragorn, Arwen, Legolas, Merry & Pippin, and most notably....Gollum.

By far, the star character of this film is Gollum. Much has been said about the visual accomplishments with respect to this character, and most of it is accurate. I felt (and this was supported by a friend with whom I saw the movie) that the first scenes with Gollum suffered from some minor problems with respect to his facial movements, particularly with his mouth. As the film progressed though, this problem faded away, leaving behind the single most realistic use of CGI to date. Perhaps the early flaws were the result of elevated expectations on my part, but there were other technical shortcomings in both this and the previous film (some shots with Merry, Pippin and Treebeard and some shots of Saruman with Orthanc behind him in FotR were poorly matted), so perhaps the problem was genuine.

But even if you do notice any early issues with Gollum's facial movements, they will quickly be overshadowed by the magnificent performance of that character. I don't know if there is precedence for this, but if Andy Serkis isn't at least nominated for a Best Supporting Actor award for his performance, it will be a crime. The portrayal of the schizophrenic Gollum/Smeagol conflict is one of the more memorable moments of recent film history.

Also of note is Bernard Hill, who plays Theoden, King of Rohan. His transition from the feeble puppet of Saruman to the powerful, inspiring leader of his people is dramatic and captivating. There are some very interesting moments where you can just SEE Aragorn learning how to rule a nation of people by watching him. All the same, there are moments where the wisdom and advice of Aragorn and Gandalf are required to stir the aged king into action. Newcomer Miranda Otto is also solid as Eowyn, the king's niece. I did feel that Brad Dourif fell a little flat in places as the manipulative Grima Wormtongue, which was a bit of a disappointment, as I felt that he was the perfect casting decision to play that part. Of the original cast, I was most impressed with the performances of Billy Boyd and Orlando Bloom, which may be a result of the deeper character development of Pippen and Legolas respectively, which allowed those actors to shine more brightly. I'm still rather miffed that Gimli seems to be along almost exclusively to provide comic relief.

Visually, Jackson and cinematographer Andrew Lesnie once again deliver 100%. The sweeping vistas of the plains of Rohan, the broken crags of the Emyn Muil, the forboding darkness of Fangorn serve, as impressively as other locations in Fellowship, to recreate Tolkien's world to the letter. The clever use of a map during one seen with Faramir and his rangers in the hidden encampment of Henneth Annun helps to tie these locales together, and give the viewer a sense of where each member of the group is. Once again, the involvement of artists Alan Lee and John Howe is very noticeable, as many of the locations (and characters for that matter) are lifted directly from the canvas of these two masters.

Most audience members will be captivated more by the action sequences in The Two Towers than by anything else though (with the possible exception of Gollum). Simply put, the battle sequences in TTT are among the best ever caught on film. Particularly thrilling are the interminable siege of Helm's Deep, the ancient stronghold of Rohan, and the flooding of Isengard by a horde of really pissed off Ents. Both scenes offer stunning special effects combined with heart-pounding action which will leave you almost breathless. I was also quite impressed of the opening sequence which depicts the battle between Gandalf and the Balrog of Moria (once again, with visuals taken directly from John Howe's artwork).

As in the first film, there are some notable deviations from the text on which The Two Towers is based. While some of these changes may be rather awkward to fans of the books (one regarding Faramir and Frodo in particular), viewers who are not intimately connected to Tolkien's writing will find that the plot flows logically.

Now, given that this review is almost as long as the movie (which has a running time of 2:59), you should take my advise. Turn the PC off and run, don't walk, to your favorite theater and see it. You WILL NOT be disappointed.