(PG-13) 4 1/2 stars First things first. The Two Towers is not a sequel to The Fellowship of the Ring, any more than Act 2 of Hamlet is a sequel to Act 1. It picks up right where the previous one left off, with nary an opening crawl to bring you up to speed. It"s as if you stepped out for a very long popcorn run, then walked right back into the theater.

Unlike many second portions of a trilogy, it has no internal beginning/middle/end structure; it"s all middle. Not only is the viewer left to recall for oneself the salient points of the first film, numerous characters who won"t blossom fully until next year"s The Return of the King show up and meander around for a bit, without the audience ever getting a clear idea what they"re about. Once that"s understood, The Two Towers is a remarkably entertaining epic translation of J.R.R. Tolkien"s novel and a worthy follow-up in every way to The Fellowship of the Ring. To recap: Sauron, evil overlord, lost a ring that could conquer the world. An innocent little hobbit, Frodo (Elijah Wood), has it. Sauron and everyone else on Middle-Earth wants it. Frodo, aided by the varied human, dwarf, elfin and hobbit members of the Fellowship, is on his way to dump it into the fires of Mount Doom. Gandalf (Ian McKellen) is an old wizard helping them along. Last time around he was killed. He gets better. Elsewhere, members of the sundered Fellowship, led by heir-to-the-throne Aragorn (Viggo Mortensen) ally for a last stand with one of the last remaining outposts of good. Things go from worse to hellacious in a hurry. Despite the swift pickup at the start, The Two Towers is a very different movie from its predecessor. Just as the showstopping speeches and expository monologues of Fellowship evoked the work of Shakespeare, The Two Towers brings to mind the paintings of Da Vinci. Director Peter Jackson"s visual canvas is filled with breathtaking widescreen imagery, as well as subtle, imagistic moments that tell more of the story than the dialogue. Many of the central characters of the first movie, especially Gandalf, are on the sidelines here, as Frodo moves to center stage along with, surprisingly, Gollum. The former owner of the Ring, reduced to a hideous state by its power, fights an inner battle between greed and a desire to do the right thing. Gollum, computer-generated over the motion-captured squirming and leaping of actor Andy Serkis, is a masterpiece of special effects. He perfectly encapsulates what makes the Lord of the Rings films superior to the Star Wars prequels: special effects put to the service of the story; character taking precedence over landscape. The finale, a composite of several massive battles taking place simultaneously, is an exquisitely designed and edited sequence. At close to 45 minutes, it is one of the longest and most logistically complicated fantasy war sequences ever filmed. The central battle of Helm"s Deep pits a ragtag band of defenders against an impossibly large force, while the scattered heroes wage war elsewhere on the frontier. Most of the fights involve really big monsters, and for the sword-and-sorcery-loving crowd, they"re hard to top: intelligent trees, screaming orcs and Ringwraiths soaring atop horrific mutant dragons. As with Fellowship, The Two Towers will probably receive a stack of Oscar nominations, win in the technical categories and get shut out of the major awards. One can only hope this is because the accolades are being held in abeyance until the trilogy is complete and the filmmakers can sweep the 2004 awards. Jackson and company have more than earned it.

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