Very nicely done. Although I haven't read the second book, I'm familiar with the storyline.

Entertainment value is very high. Although there were a lot of slow points in there that I think could have been left to the director's cut.

Most of the character development was done in the first movie so this was just packed with lots of filler action.

Gollum/Smegol, I thought, was like the Jar Jar Binks of this trilogy. The character to entice the younger crowd...although he can be scary to young kids at times.

It would have been nice if they explained Gandalf's return a little better. It kept a lot of people asking, "So did he die and come back or what?" Having not read the book, I can only wonder...

The whole Aragorn/Arwen/Eowyn thing was kinda annoying...but oh well. :-) I'm sure he's gonna get some action before the trilogy is over. heh heh heh

Overall, I thought it was great.