Caution: due to the epic nature of this film and interweaving storylines, mild spoilers in the following review may be unavoidable. Some things cannot be commented on meaningfully without some background, but I have endeavored to remain as vague as possible, while still providing commentary. If you do NOT want to learn ANYthing about this movie before seeing it, skip this review entirely.

Ok, I have to 'fess up once again and most embarrassingly: I must be the only member of fandom who never got around to reading the Rings trilogy. Thus admitted, I cannot go into the depth of most message boards on this subject, i.,e., where the film departs from the book, which characters shifted to where, chapters mixed around, and so forth. What I can tell you is what I think of it as a movie and as a sequel to a great movie and as the middle chapter of a promising trilogy.

Middle Earth is falling to darkness, and our heroes, Hobbits Frodo Baggins (Elijah Wood) and Samwise Gamgee (Sean Astin) are still on their way to Morder to drop the powerful ring of power into the "volcanic fires of Mt. Doom", thus destroying it. OK, that being said, they're..uh...still on their way there! But a LOT happens along the way, way too much to even hint at in this brief column.

Sorcerers Sauron and Saruman are still in control, the former desires his ring back, but it's up to our band of heroes to make sure he doesn't get it. Easier said than done as whole armies are being bred for war.

Hinted at in the first film and returning here for his close-up is the mysterious creature called Gollum. Gollum is perhaps the greatest CGI character in movie history, threatening to steal best actor awards from the Hobbits!! Unbelievably weird and grotesque, sort of like a spindly old man, combined with animal-like attributes and a grey-ish color. Schizophrenic in nature (refers to himself as "we", talks to himself), he is trying to take back "precious", the ring of power he himself had in his possession until Bilbo Baggins found it in the last movie. He has been trailing the Hobbits the whole time. Frodo makes a discovery about Gollum that changes their relationship. Truly a sympathetic character, I would regard Gollum's rendering as ground-breaking.

Along the way, our soldiers discover to their delight that the news of wizard Gandolf the Grey's (Ian McKellan) passing was highly exaggerated. He recounts his life and death battle with that THING from the last movie and how he emerged as Gandalf the White.

We meet the King of Rohan, Théoden (well-cast Bernard Hill in a sympathetic portrayal) who has been possessed by Saruman (Christopher Lee). The king's evil son(?) (Brad Dourif) is in league with the evil forces and is using the king to gain power. Threatened with occupation, the King must return to normal to move his people to the security of Helm's Deep. Let's just say, thankfully Gandolf is back to help out.

Meanwhile (there are a ton of "meanwhiles" in this movie and it can get disorienting), Pippin and Brandybuck (Billy Boyd and Dominic Monaghan) have discovered Treebeard, a life-size living/talking/walking tree, and head of the Ents. Together, they storm into battle to help save Rohan's people at Helm's Deep. While this CGI is impressive, the jarring back-and-forth between the battle scenes and the apporaching Ents are more a distraction than anything and it feels stuck in there for loyalty sake (any other director whould've just as soon abandoned the concept). Peter Jackson is to be commended for its inclusion, but the shoe-horn editing shows strain here.

THE BATTLE SCENES. Oh..my...god. Talk about epic. I confess I nodded off during the longest stretches, but I'll tell you what, no "clone war" is gonna top this!! Tens of thousands march into battle at Helm's Deep in one of the bloodiest, most action-packed, thrilling, LONGEST battle scenes ever commited to film.

New Zealand itself continues to be the single biggest built-in special effect the movies have ever known. Awesome scenery and breath-taking vistas contribute to the grandeur of it all as well as the frightening magnitude of the battle scenes.

Please check the message boards for continuing complaints about Arwen (Liv Tyler) and Aragorn's (Viggo Mortensen) romance, because I'm not really hip to that (except it somehow facilitates the Eowyn thing..I don't know). At the end of the day, though, we're still on our way to Mordor, pretty exhausted after three hours of noisy battle and little story advancement.

Because this IS likely an historic achievement in film despite my petty criticisms, and the fact this is likely NOT going to be topped by any newer LOTR movies in our lifetime (save for Part 3 next year), and because this is the greatest display of CGI-assisted storytelling since Book 1, (Lucas Ranch take note) I want to give it 4 stars, but the jarring pace/editing and occasionally out-of-place dialogue cost it a half star. Still pretty good!