BACK IN 2001, in the golden age of cinema, when studios routinely put out classics like "A Beautiful Mind," "Moulin Rouge," and "I Am Sam," Hollywood observers dismissed the Academy of Motion Pictures' snub of "The Fellowship of the Ring" with a wave of the hand. "Oh don't worry," the sophisticates sighed, "Peter Jackson will win for 'Return of the King' so that the trilogy can be recognized all in one shot."

It was a fine sentiment, except for one small detail: Suppose the Academy had taken the same approach towards "The Godfather"?

Which isn't to say that "Return of the King," the final installment of Peter Jackson's brilliant Lord of the Rings, is "The Godfather Part III." That wouldn't be entirely fair. But it would be uncomfortably close to the mark.

ONE NEED NOT BE an anti-Jackson confederate to come to this sad and disappointing conclusion (please see here and here and here before you threaten to smite me with your +3 Sword of Blathrug).

It is worth saying, again, that the first chapter in the trilogy, "The Fellowship of the Ring," is a masterpiece, not merely of the genre but of the form. It compares favorably with every epic film since "Lawrence of Arabia," and now that the initial gloss has worn off and it's mostly broken in, it would not be absurd to sneak "The Fellowship of the Ring" into your list of the top 15 or 20 films, all time. A marvel of pacing, economy, dexterity, and grit, "Fellowship" is beautiful, inspiring, and ennobling; it is very nearly a perfect movie.

The same cannot quite be said for "The Two Towers." The second chapter in the trilogy has two noticeable flaws. For starters, its comic relief is foisted entirely onto a single character, and crudely so. Worse is that for the first time the writing team (comprised of Fran Walsh, Stephen Sinclair, Philippa Boyens, and director Peter Jackson) made a ghastly decision to change a key supporting character, the result of which is to wreck a rewarding subplot from the original Tolkien.

(A note on Faramir: The Jackson adaptation of Lord of the Rings is wonderfully faithful to Tolkien's work in spirit, if not in actual letter. The lone exception is Jackson's treatment of Faramir, the judicious, steely son of Denethor. In the film this valiant character is turned into a weak, compromised hot-head, the very opposite of how Tolkien drew him. This will be of little concern to well-adjusted viewers, the kind who live on their own and go out on Saturday nights, but to others, the disservice Jackson does Faramir is nigh unforgivable.)

Still, "The Two Towers" is an exceptional effort, marked by a sturdy narrative structure, an invigorating moral purpose, and beautiful work from the director, cast, and crew. A small step down from "Fellowship," "The Two Towers" was, nonetheless, the movie of the year, and would be judged so most years.

While making these two films Jackson juggled a number of chainsaws. In a universe filled with strange names and language, the dialogue is never obtrusive and often comfortable and wry. The large cast of characters is well drawn and deftly showcased. Most impressive is the pacing, by turns leisurely, urgent, and taut--in short, perfect, despite the fact that each movie runs in excess of three hours. Jackson was able to cover hundreds of pages of text without either rushing or bogging down. It may seem strange to call a pair of three-hour movies lean, but that is exactly what they are.

WITH "RETURN OF THE KING" Jackson's juggling act falls apart and the chainsaws which he had kept so nimbly under control gouge and mar his final chapter.

The movie opens with a flashback. Smeagol is fishing with his brother Deagol when they find a gold ring in a river bed. In a fight over the ring, Smeagol kills Deagol and then slowly transforms into the creature Gollum.

Moving to the present, Aragorn (played by Viggo Mortensen) sets out for Gondor to make a last stand against Sauron's army. He enlists the help of Theoden (Bernard Hill), the king of Rohan, who brings his cavalry to the fight. Meanwhile, Frodo (Elijah Wood), Sam (Sean Astin), and Gollum (Andy Serkis) continue the trek to Mount Doom on their mission to destroy the ring.

Along the way there are some rousing moments: Theoden's call to arms is one of the great rallying speeches in recent memory and his niece Eowyn (Miranda Otto) makes a stirring, heroic stand; in one sequence, Faramir is shown leading a suicide charge while the only sound is Pippin's soft singing, as he serenades Faramir's bilious father.

Yet for the first time, the dialogue has soft spots, as when, for example, Aragorn asks Gandalf (Ian McKellen) whether or not Frodo is alive, by whispering plaintively, "What does your heart tell you?"

The script also serves many of the lead characters poorly. Aragorn, for one, seems listless and passive. Where "Fellowship" and "The Two Towers" had light moments sprinkled here and there, "Return of the King" is bereft of them, save for one bit of stoner humor involving Merry and Pippin (Dominic Monaghan and Billy Boyd), which is so utterly out of place that it borders on the offensive.

Then there's Frodo and Sam. There is a school of Tolkien readers that delights in imagining a homoerotic subtext between Frodo and his faithful servant. This interpretation is bunk, of course, and was mercifully absent from the first two episodes, but in "Return of the King" there are several occasions when it appears that Sam and Frodo are about to kiss, full on the mouth. On the last one, Frodo does kiss Sam, albeit on the forehead. Go figure.

Also, there's the matter of Jackson's direction and Andrew Lesnie's cinematography, both of whose work has suddenly become quite literal. Again, "Fellowship" and "The Two Towers" were full of artful shots: a council of men arguing in the reflection of the One Ring; Gandalf bending down to pick the ring up, seen from the ring's point-of-view on the floor. These directorly grace notes are absent from "Return of the King," which is always competent but rarely transcendent.

IRONICALLY, Jackson's biggest failing this time out comes in the area of his greatest strength: pacing. The script has trouble with compression, compacting days into minutes without adequately portraying the passage of time. The story, which takes place over several weeks, plays as if it spans just a day or three and involves much wasted motion. (For example, the scene where Pippin grabs the palantír is used simply as a bloated excuse to geographically separate him from his chum Merry.)

The script has characters hurtling from point to point, battle to battle, conclusion to conclusion, so rapidly that it's both exhausting and numbing.

This last matter--the movie's long series of conclusions--will be the most obvious criticism from other reviewers. After the climactic moment, Jackson cobbles together a line of valedictory scenes, each of which would have been an adequate finish. (My count found seven of these false endings.) Yet this critique is unfair to Jackson. As Tolkien wrote it, "Return of the King" is roughly 225 pages of story followed by 120 pages of epilogue. Here, Jackson is being true to his source material. Also, these endings quietly explain the fate of every character who bore the ring. If critics (and audiences) aren't patient enough to appreciate this symmetry, shame on them.

Still, there's bound to be some debate among people who've read the books wondering, "We gave up Tom Bombadil, the gifts from Galadriel, and the Houses of Healing for this?"

THE FINAL PROBLEM with "Return of the King" involves its centerpiece, the siege of Gondor. When Sauron's army of orcs attacks Gandalf and the heroes in the White City, it is a spectacular display. Tens of thousands of creatures and men do battle with catapults, horses, swords, and more. As impressive as the scene is--and the artists at Weta, Jackson's special-effects house, deserve big Christmas bonuses--it leaves you a little cold. There is a reason.

As technology has made it possible to stage bigger and bigger battles on film, these fights have become less and less dramatically compelling. The Lord of the Rings trilogy illustrates this phenomenon perfectly. Each movie concludes with a battle. "Return of the King" has its full-scale siege. "The Two Towers" has the assault on Helm's Deep, which entails only a few thousand combatants--and is infinitely more gripping, because the smaller scale allows for a better telling of the narrative of the battle.

But the best, most affecting fight is the skirmish that concludes "Fellowship," where the band of eight heroes is ambushed in the woods by a few dozen orcs. We know each character and we understand why they want to get from point A to point B. What the sequence lacks in size, it makes up for in clarity and narrative cohesion, and as a result, in dramatic power.

YET DESPITE EVERYTHING, "Return of the King" will be lavished with praise in the coming days. Critics, only now understanding how badly they shortchanged the first two installments, will paper over the movie's failings. Viewers especially attached to the series will make excuses for it. And who knows? Maybe the Academy will hold to the bargain it struck with its conscience two years ago and award it Best Picture. (I doubt this will come to pass, but if it does, so be it. It wouldn't be the greatest travesty in recent memory and besides, the best movie of the year, "Lost in Translation," has no chance of winning anyway.)

Third chapters are always disappointing and always overpraised upon release: "Return of the Jedi," "Back to the Future 3," "Indiana Jones and The Last Crusade," "Chasing Amy," "The Matrix: Revolutions." Upon its release in 1990, the normally trustworthy New York Times critic Janet Maslin lauded "The Godfather Part III" as a "valid and deeply moving continuation of the Corleone family saga."

No, the real measure will come later down the line. Five years from now, "Fellowship" and "The Two Towers" will be the discs that go in the DVD player when people want to cozy up to The Lord of the Rings. Purchased out of a sense of duty and devotion, "Return of the King" will sit on the shelf, collecting dust.

Jonathan V. Last is online editor of The Weekly Standard.

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