First off: I liked the first movie better. I'll get into why in a second, I suppose. The second movie (hereafter referred to as "T2T") starts off slow, has some annoying scenes, and just never grabbed me like the first one did.
For instance: in the first one, there were scenes where I felt like cheering out loud - and at least one scene that made me get all emotional and teary-eyed. This movie had neither, in my opinion. It managed to be large without epic, and intensely detailed but still impersonal. I did enjoy it, but not as much as I felt I should have - and I saw it again with my father today, so it's not as if these are unfounded opinions based on having viewed it only once.
What bothers me is how many reviewers are kissing up in their reviews of the movie; they don't mention a single flaw or issue as if the entire thing was heaven-sent - it's good, there's no doubt, but nothing's perfect.
T2T starts off with Frodo and Sam wandering around trying to figure out where to go. It starts almost directly where the first movie ended, which was nice, but it's a slow start, and one that doesn't carry any of the emotional resonance of the end of the first movie with it - and it could really use it. The opening is dry and a bit boring, mainly scenes of the pair walking, eating, walking, talking, walking, sitting, and the rest of the time, walking. There's a lot of fog, so the scenery never has a chance to show itself off, and nothing particularly exciting happens until the introduction of Gollum. I'll get to that in a minute.
The other opening scene, which they cut to after several minutes of walking hobbits, cuts to the three remaining warriors of the fellowship chasing the Uruk-hai who kidnapped Merry and Pippin. There are several scenes of them running, talking, running, sniffing, running, listening, and the rest of the time, running. To break up the monotony, there are also scenes of the Uruk-hai. Running.
Just when you're about to burst into tears thinking you accidentally tuned into the coverage of the New York Marathon on NY1, something happens - the hobbits (F&S) encounter Gollum. Gollum has received many, many raves, from basically everyone who's seen the movie. He's a state of the art computer animated character, rivalling some of the best I've seen, and voiced (and to an extent, acted) by Andy Serkis.
The way they managed their magic was by filming each scene with Gollum in it twice: once with Andy Serkis actually acting out the entire role, and once without him at all. They then blotted him out, replaced him with the CG character (who was, again, voiced by Serkis and whose physical acting was based heavily off of Serkis). What resulted was one of the most satisfying CG characters to date; it had a real personality, it had a lot of subtle details, and it was a little cartoony and exaggerated but without seeming over the top. What a lot of people fail to mention, though, is how over the top and corny Serkis's performance is at times.
To give them all credit, it's obvious how much effort - loving effort, at that - was put into bringing Gollum to life, by the entire team. The character, though, often strays into the "over the top" category, eliciting laughs or sniggers. Some of that is obviously (or at least appears to be) intentional, but there are times when they're obviously going for a more serious look at his character and they never quite manage it - he's a cartoon (albeit a masterfully rendered cartoon) character consistently.
Frodo and Sam capture Gollum and then put him to work for them as a guide to lead them to Mordor's black gate. Aragorn, Legolas, and Gimli run into a group of the Rohirrim (the cavalry and defenders of the land of Rohan) riders, led by the exiled Eomer, who ran into the aforementioned (running) uruk-hai and slaughtered them rather unceremoniously. After the slaughter, they dumped them in a pile and burned 'em.
In the confusion, Merry and Pippin escape, only to run into the ent, Treebeard. Ents are walking, talking trees - actually, tree shepherds, the tree-like creatures that live in Fangorn forest and watch over its leafy inhabitants. At this point, the movie splits into three parallel storylines, each focusing on a different group of characters: Frodo, Sam and Gollum (FS&G), Aragon, Legolas, and Gimli (AL&G), and Merry, Pippin and Treebeard (MP&T). The scene shifts between the three trios are frequent (nearly constant), and get increasingly annoying as the movie progresses. Unfortunately, there's little that could be done to avoid this, as the book does the same thing (but more effectively).
I won't bore you with every detail of the plot or the movie itself, but I will cover some of the highlights.
First off: the CG work is far superior in T2T, compared to the first movie (FotR). The close-up scenes with Gollum are close to amazing, and the rest of the effects are improved over the first movie. Some people complained about them, but all I can think is that they obviously weren't looking hard enough the first time. ;)
The ents, I thought, were also fairly wonderful and wondrous - each type of tree has a distinct look, and each individual tree as its own little quirks, all of them intricate, unique, and masterfully done. The look of each tree gives it a lot of personality, which is useful as none of them except for Treebeard have any dialogue. Another gripe here: John Rhys-Davies, who played Gimli in the trilogy, also does the voice for Treebeard. While he does it in a very different style, the voice is clearly his and I found it distracting to hear Gimli's voice come from Treebeard's mouth. (Of course, almost every ent-scene until the end show Treebeard, walking, talking, walking, looking, walking, and the rest of the time, walking. Apparently he's really, really slow, because they show scenes of him walking throughout the entire movie, and he doesn't seem to really get anywhere. I guess he didn't want viewers to forget about Merry and Pippin, so he spread it out over the course of the entire movie just for the sake of keeping it in our minds.)
There are several disconcerting changes from the books, as well. First off: Aragorn randomly turns into a wuss, getting dragged off a cliff at one point by a warg (a large, feral wolf-like creature, used as steeds by the warg-riders). Aragorn, to make sure the record is set straight, was a descendant of the Numenor, and a member of the rangers, the Dunedain... in short, he's as ass-kicking as a (hu)man can be, the sort who cleaves entire groups of enemies in twain and stars in ridiculous action movies... yet he frequently acts like a pussy. This didn't bother me all that much, but certain friends of mine ranted about this for a while, so I felt I should mention it. The whole "getting yanked off the cliff" thing did bother me a bit, though, especially once he was brought back by an imagined kiss from his true love, Arwen.
Speaking of Arwen, she gets entirely too much screen time in this movie. She's an elf, the daughter of Elrond, and the lover of Aragorn. Eventually they wed (guess that's a super-spoiler, technically, since it reveals what happens in the movie which isn't even out yet), but in this movie, they just show several "touching" scenes of them mooning over (the lack of) each other, some present day, most in flashbacks. Her father Elrond wants her to go with him to the west (the magical fairy land where everything is nice and only elves can go) rather than stay for a mere human, even if she does love him. They spend a long, long time going over this again and again, apparently to make sure there's no chance in hell we will forget the situation when we get to the third movie.
Gandalf the Gray and deceased returns, not only as Gandalf the white, but also Gandalf the combed, Gandalf the washed, and Gandalf the hair-straightened. (Maybe in the third movie they'll do something more interesting with his hair, like put it up in a beehive, or even better, Leia-buns.) They have a nice scene that shows his long, long battle with the balrog, sword in hand -- but once he returns, his sword is nowhere to be seen, and he simply whacks a lot of people with his staff. From what I recall personally, he seemed quite happy to lay aside the magic temporarily in the books and just cut people into bits with his sword, but you see none of that in this movie.
One character who stood out despite her limited on-screen time was Miranda Otto's Eowyn. She is the niece of Theoden King, the ruler of Rohan, and trained as a warrior maiden. She's a strong-willed female, a rarity in Tolkien's books, and manages to be quite fetching on-screen. She doesn't get a lot of time, but she uses it well, really capturing your attention while she's up there. She's very pretty, but without coming across as fragile - you get the definite impression that if she was handed a sword she'd be cleaving as many foes in twain as any of the guys, and looking a lot better doing it.
One thing that I feel doesn't get enough attention is the acting in the LotR movies. In short: it's good, but nothing special. The roles have all been fantastically cast in T2T, as they picked probably the most appropriate actors possible for almost all of the roles, but due to the format, at the very least, and possibly also a lack of skill or perhaps poor directing, the actors rarely show any real genius (despite the reviews to the opposite by, oh, every movie reviewer in America). They read their lines competently, and show sparks of brilliance, but most of the time are merely adequate. Sam, played by Sean Astin, isn't nearly as appealing in this film, lacking almost all of the emotion he managed to evoke in the first one. Frodo is good, but not great, owing as much to Elijah Wood's look and wide eyes as to his acting chops. Pretty much all of the actors are guilty of bringing a lot of cheese to the screen, with few exceptions. Some of that is natural in a fantasy movie, but occasionally it'd be nice for them to tone it down some. Of course, compared to many fantasy movies, this is toned down. I think part of the problem is that most of the characters get so little screen time, the only way for them to make an impression is with a heavy coating of cheese.
The battle scenes in T2T were weak. They were frantic with detail and action, and showed at times thousands of participants doing their action fighting thing, but generally lacked any of the personal emotional resonance of the first movie's (much smaller and more personal) battles and not quite capturing some of the epic feel of a movie like Kurosawa's Ran. Most of the battle scenes took place during the night, in rain, which obscured a lot of the far-off action, and making it hard to get sucked in. When you see the heroes fighting clearly and risking their lives but still prevailing - like in FotR - it has a much stronger emotional appeal. Obviously, the battles didn't have to encompass or illustrate the scale of the battle in T2T, but that doesn't change the fact that it's less successful because of this.
Ironically, some of the same shots which are so artfully done and show some of the scale of the battle end up detracting from the scene in some ways - the shields of the uruk-hai, held over their heads as they charge the gate, look almost like the segments of some sort of armored centipede, or the wings of a hundred beetles moving in unison, and looks wonderful. By the same token, though, how can you really appreciate the battle as a life-threatening, pulse-pounding scene if you're too busy appreciating the art of its filming from 10,000 feet in the air?
He tries to grab some of that emotion and personality back by killing Haldir and threatening Gimli and Aragorn a few times, but none of it really sticks - the audience was never given a chance to connect with Haldir (do you even know who I'm talking about? He's the blond elf who leads the elves to Helmsdeep.), and I doubt if anyone actually thinks Aragorn or Gimli are in any real risk at any moment. At the time of greatest despair, when the evil armies are about to penetrate into the deepest sanctum of the hold, light shines through the window and the words of Gandalf (in short: "I'll be back") echo through Aragorn's memory and you know everything's going to be ok.
There's something I was told in creative writing class: "Show, don't tell." Peter Jackson makes that mistake in the heat of battle: rather than allowing the audience to despair for even a millisecond that this might turn out to be a huge tragedy, he robs us of the chance for the emotional surge as Aragorn and Theoden charge out in a desperate last stand, and as Gandalf leads Eomer and the Rohirrim to the rescue at the last moment by telling us they'll win. Instead, it all feels rather straightforward and dry, as the heroes go through the motions of winning the day.
A lot of the flaws in the movie come from the extremely difficult subject matter of the book. How do you bring a book that involves three totally separate plot-lines involving three different sets of characters in three totally different locales to the screen without making it confusing and frustrating to watch? I don't know the answer, and in all fairness, Peter Jackson probably did as good a job as anyone could have with that challenge. In the end, though, even with his skillful handling, the movie still feels somewhat disjointed and confusing. Add in the fact that too much distance is kept to form any close, deep emotional connections to any of the characters, and you have a movie which you feel like you ought to really like, but which leaves you feeling a bit dissatisfied inside.
Having read this, you may think I hated the movie. That's not true, I did enjoy it. I just felt like it could've been better, and in some cases, a lot better. I also get tired of some of the gleeful fanboying I see from even some of the most "dignified" movie reviewers - it's as if everyone's lost their ability to look at the movies with a critical eye. I felt almost obligated to point out that, as good as it is, it's still far from perfect.
To put it another way: people cheered and clapped several times during the first movie. In this movie, they did it at the beginning, and at the end - but never during. There just weren't any scenes that roused that same level of emotion in the audience. There were some chuckles or laughs, but nothing that seemed to really touch anyone inside. What made the first film so magical for me was that not only did it bring a classic fantasy story to life, but it also got to me - it inspired a lot of emotion in me, and made me really want to applaud their efforts. This one didn't.