BY LARRY CARROLL | To say that the first installment in The Lord of the Rings film trilogy was successful would be like saying that Gene Simmons spent a little bit of time with groupies - The Fellowship of the Ring pulled in 13 Oscar nominations and $860 million in worldwide ticket sales. Fans of the J.R.R. Tolkien epic and novices alike marveled in the work of director Peter Jackson, whose vision and talent made a world of hobbits, wizards, Orcs and Ringwraiths so vivid that the greatest shock of the film came at the end - when the lights came up and moviegoers realized they hadn't really stumbled into Middle Earth.

But, despite all of Fellowship's strengths, it did have the innate shortcoming of being the first of the three films, the set-up to all the adventures that were to come. Although it gave great hope for the rest of the trilogy, the movie was too filled with mandatory exposition and discourse to live up to the intense thrill ride that the trilogy promised. Especially for those unfamiliar with the Tolkien texts, Fellowship seemed like little more than a good start, a movie that frustratingly left you hanging just as things looked like they were going to get good.

The second film, The Two Towers, picks up right where the first movie ended, and things do get good - excellent, in fact. People will inevitably compare this film to the first one (and in another year will do the same with The Return of the King), but they are almost equally as good, really, which might be a testament to Jackson's gutsy decision to film them all at once. Towers really does feel like a continuation of the first movie; the biggest difference between the two is that the tide seems to have been turned back towards those filmgoers who haven't read the books - things are easier to understand, and there's a great deal more action crammed into this film. But there's still plenty of meaningful, Tolkien-faithful plot developing at work. Watching Towers, and realizing that Jackson is now two-thirds of the way through his masterwork, you can't help but feel that you're watching history in the making, something that is taking the greatest epic movies and then going beyond them. These truly are films for the ages.

Towers begins with a recapping of Fellowship's most thrilling moment, as Gandalf (Ian McKellan) faces off with the evil Balrog in the "You shall not pass!" battle. This time, however, the camera follows the two combatants as they fall, giving us a thrilling whirlwind of a battle. Man and beast continue to lash away at each other while plummeting, all the while threatening with their battle to redefine exactly what the word "epic" means. The scene isn't a step backwards for the benefit of those who never got around to buying Fellowship on DVD, but rather a nightmare to Frodo Baggins (Elijah Wood), the tiny Hobbit who carries the fate of the world on a chain around his neck. Frodo and his ever-faithful companion Samwise Gamgee (Sean Astin) are wandering in the mountains, continuing their quest to Mordor to destroy the One Ring.

The Fellowship, meanwhile, is in disarray. Hobbits Merry (Dominic Monaghan) and Pippin (Billy Boyd) remain the prisoners of the Uruk-hai, who are determined to take them back to the corrupt wizard Saruman (Christopher Lee). The human Aragorn (Viggo Mortensen), the elf Legolas (Orlando Bloom), and the dwarf Gimli (John Rhys-Davies) remain together, determined to save the day. Things are getting darker by the moment, however; the two towers between Mordor and Isengard have united in their mission of destruction.

The Two Towers takes off into five different, equally compelling, directions. Frodo and Sam's uneasy alliance with the creature Gollum add a surprising new element to their quest. Merry and Pippin's adventure moves slowly at times, but pays off with the emergence of the Ents (walking trees who do everything in slow, measured steps), unique and heartwarming creatures who will hopefully reappear in the next film. The action scenes are among the best you have ever witnessed, especially the final battle of Helm's Deep. Jackson not only brings all the requisite visuals to the screen, but also a keen sense of strategy that shows the attempted progressions and retreats of both sides. Following the ebb and flow of the tens of thousands involved in the confrontation is made remarkably simple by Jackson's direction, and even though the battle goes on for at least twenty minutes, it leaves you wanting more. Scenes like these are what will make many people think this movie is better than the first - that it's darker and more violent.

The worst part about the film is the same thing - it's darker and more violent than Fellowship. This will inevitably be a disappointment to those expecting the warm, lush countryside of the Shire or the brotherly male bonding of the fellowship. Another unfortunate side effect of the story is that McKellan's Oscar-nominated character is pushed so far into the background, and vanishes off the screen for a good hour. The love story can also be grating at times, but then again I'm not so sure that Jackson devoted enough time to making us believe that Eowyn (Miranda Otto) becomes smitten with Aragorn, so it seems like a catch-22. Any problems that could be found with the film, however, get swept away by its overall magnificence.

George Lucas always cited The Lord of the Rings as a huge influence on his original Star Wars films, and now that Empire Strikes Back can be compared to a film version of The Two Towers, the similarities have never been more evident. Observers might find, however, that it has all gone in a circle, and that now Lucas may have influenced The Lord of the Rings to some degree. Director Jackson, in divvying up 1300 pages of Tolkien text between his three movies, has made the wise decision to jump right back in with Towers, much like Lucas (along with director Irvin Kershner) did with his masterful sequel Empire. Like Empire, Towers takes care to continue the development of his characters, but injects plenty of new blood to keep things fresh. Both films, as second acts, focus on bloody battles and results that don't always fall the way of the good-guys. Both films separate characters and send them off on their own adventures, broaden their love stories to include a triangle, and bring the heroes to the precipice of defeat in setting up the third act.

It is all the more ironic, then, that it is none other than The Lord of the Rings that is running circles around Lucas' new trilogy. One of the most obvious examples of Rings' superiority is Gollum, the creature whose hundreds of years with the One Ring drove him mad. While watching Gollum, you're reminded that this is what Jar-Jar Binks should have been. The CGI creation is successfully endearing and humorous, but there is also a pronounced element of danger and sadness to him. The hundreds of people behind the special effects of these films should be commended for Gollum's performance, one that has more depth to it than some Hollywood actors could muster on their greatest days. Unlike Jar-Jar, he is a creature who makes sense within his environment. He is someone who propels the story forward rather than inadvertently knocking you out of it every time he comes on screen. There is an amazing scene in Towers where Gollum acts opposite himself, showing us the depths of his split personalities, and in it the animators are giving us not one, but two great characters.

Ian McKellan, now as Gandalf the White, brings more dignity and charm to his role than anyone yet to be cast in Lucas's new trilogy. His characterization of the wise wizard clearly owes something to the work of Alec Guiness as Obi-Wan Kenobi, but it isn't derivative - Gandalf is a bit more of a scoundrel, and has a great deal more resilience than the elder Kenobi did. The only unfortunate thing about Gandalf in Towers is that he has far too little screen time, whereas someone like Qui-Gon Jinn didn't seem deep enough to carry all the weight that The Phantom Menace heaved upon the character.

There is also a genuine bond between these characters that has been sorely lacking in Phantom Menace and Attack of the Clones. Padme and Anakin can declare their love a million times, but it isn't nearly as powerful as Sam swimming after Frodo, or Gimli asking Aragorn to toss him into battle, or Aragorn's dreams of Arwen (Liv Tyler). The actors in these films seem comfortable with their roles and with each other. There's no doubt that the casts of both trilogies had to endure similarly difficult shoots, and both are filled with fine actors, so why does Rings seem so much more relaxed? You can only blame the director. Look no further than Christopher Lee, who played Dooku in Clones and seems to be more comfortable here.

The comparisons to Lucas' last two films could continue on forever since Rings and Star Wars are so similar in so many ways, but this isn't a Star Wars review. While Attack of the Clones might have been a step in the right direction, there's only one film left in that trilogy, and it might be too late to save it. One can only hope that Lucas and his team are learning something from Jackson's successes. Two Towers should serve as a postcard to George Lucas, one that reads 'Making great movies, wish you were here!'.

GRADE: A