Excellent, slightly better than the first, but slightly overrated.

Rating: Null/10 (21 January 2003)

Note: I've read the books 1.5 times (i.e. I'm half way through)so I have a fair idea of pretty much all of the changes. This also makes my opinion slightly biased. This is also my first review here at imdb.com so bear with me.
After waiting 8 more days than the Americans, I finally got to watch it and I wasn't disappointed (well, maybe a little). In general I think it's slightly better than the first, even though it wasn't as good as the Fellowship prior to Helm's Deep and the attack on Isengard. Although I haven't seen it enough (twice so far, I intend to see it once more) to make a complete opinion. although i think that the first one was more 'polished'.
I'll skip the plot summary and just go straight to my opinion.
Stuff I liked: *The Ent attack on Isengard, it was a bit short, but it was still great. Although I liked the flooding of Isengard, it was still obvious it was a miniature. The Ents overall were pretty well done, alot better than I expected, I expected them to look cheesy or lame.
*The Nazgul with wings was also well done, although shots of just the nazgul, it was obvious that they just used blue screen. *Dead Marshes and Emyn Muil were perfectly visualised...
*The Oliphaunts, almost exactly how I imagined them.
*The Warg attack on the Rohirrim. One of the few changes that enhanced the story. The only complaint is that the wargs still looked a bit CGI-ish, especially when compared to the extremely well done Gollum.
Stuff I loved: *Gollum/Smeagel is the best CG character ever. period. He is the first CG character that actually made me feel any emotion towards (does that sound right?). Every other CG character I have seen has been either soulless (Final Fantasy), retarded (Jar Jar, from Star Wars "The Phantom Menace") or not realistic enough (Jar Jar and Yoda and pretty much any other CG character that I can remember).
*Gollum/Smeagel also did a terrific 'acting' job and was thoroughly convincing and realistic, unlike Yoda or Jar Jar. He was also very lovable and cute in a sort of pitiful and pathetic way, and I actually felt really sorry for him, something that has never happened with anyother CG character... Peter Jackons choice of accentuating the two characters (Smeagel and Gollum) was also a welcome change, as it made the arguements between them more dramatic.
*Helm's Deep, completely epic and huge, although I have to admit its not quite as epic as the clone war in Star Wars "Attack of the Clones". I also have to admit they showed too much of the battle in the trailers, which sorta wrecked it for me. The constant cuts to Treebeard, Merry and Pippin also cut up the action in Helm's Deep, which wasn't a great editing choice.

*Gandalf saving the day with Eomer, absolutely brilliant shot, even thought technically they would've been completely slaughter by the pikes that the Uruk-Hai were holdling (see: Braveheart).
Stuff I didn't like: *Alot of the stuff I didn't like deviated from the book, although I don't mind minor changes, and I am in no way a tolkien "purist", I thought that Fellowship's changes were all good or excellent, except for the lack of Galadriel's gifts (although that was remedied in the extended DVD)

*Near the ending when they were winding everything down, they shortened all the battles (Isengard and Helm's Deep) and cut them off and didn't really show the closing parts of the battle, it lacked the detail that they had at the beginning of the battles.
*The movie seemed a bit 'all over the place' with about four plotlines to follow that weren't really edited correctly and didn't flow very well, for instance Merry and Pippin hardly get any screen time and as mentioned before they shouldn't have cut up the battle at Helm's Deep.
*Didn't really like Aragorn's death, it was just an excuse to tack on the romance bits with Liv Tyler, which weren't very good to begin with, although I really liked the part where Elrond explains why the relationship is doomed to failure, showing Aragorn's death and all that.
*The film probably focused a little too much on the plight of Rohan, rather than the ring, after all the movie is called "The Lord of the RINGS". They also neglected the Merry, Pippin and Treebeard story line and didn't include things that would have been of interest from the book, like Treebeards house and the Ent-wives.
*The part where Aragorn and Gimili take on about 50 orcs on the bridge to Hornburg, that was completely unrealistic (even though it is a 'fantasy' movie)
*Gimili constantly being used as comic relief. The last film used him only slightly for this purpose ("No one tosses a Dwarf!"), which was great, but this film over did it... Gimili constantly lagging behind, falling off horses, getting crushed and having his height ridiculed just weren't that funny and got tiresome very quickly. *The big eye above Baradur. It looked a bit too cartoon-ish *Legolas surfing on a shield. Complete cheese.
Stuff I'm undecided on: *I'm still ambivalent to the character changes of Faramir. On one hand I understand why Peter Jackson decided to change him, but on the other I liked the idea that not every human could be so easily seduced by the ring.

*The ents not realizing that the Isengard orcs were burning down forests until Merry and Pippin showed them. I understand that the main reason for changing this was so that Merry and Pippin would not appear to be completely useless, but it also compromises the fact that the Ents are among the oldest and wisest creatures in Middle Earth.
All in all a solid 9/10, although I have to admit I am biased and probably would give it 8/10-8.5/10 if I wasn't a LOTR fan. I would also like to add, that I can't believe that the Fellowship and Towers are rated so highly, they are excellent movies, but they are also full of flaws, as mentioned above.