ORC-ESTRATION PETER JACKSON AND COMPANY BUILD 'THE TWO TOWERS' WITH BETTER, FASTER, STRONGER EFFECTS - AND DARKER PLOTTING.

Byline: Evan Henerson Staff Writer

Neither rain nor sleet, neither evil wizards nor a really nasty balrog can keep a good Hobbit down.

Back they trudge, the fate of Middle-earth still very much at stake: Frodo and Sam, Gandalf and Saruman, Aragorn, Gimli and as many fighting Orcs and Uruk-hai as any multiplex screen can comfortably contain. The Fellowship of the Ring - from J.R.R. Tolkien's Middle-earth trilogy - has returned in all its furry-footed, arrow-shooting, ring-bearing glory.

``The Lord of the Rings: The Two Towers,'' the second part of Peter Jackson's three-film, $300 million epic, arrives with considerable expectation among the Tolkien faithful but without the financial fate of New Line Cinema hanging in the balance. While Frodo Baggins et al. were encountering considerable on-screen peril, the saga's creators were doing just fine, thank you very much. Part 1, ``The Fellowship of the Ring,'' released last year at this time, collected $860 million worldwide (not counting DVD and video sales) and 13 Oscar nominations (winning four).

The continuation of a saga instead of a sequel, ``Two Towers'' arrives with the trilogy's conclusion, ``The Return of the King,'' already in the can. As much a hit as ``Fellowship'' was, Part 2 comes with its own built- in obstacles.

``Any middle film is going to be darker,'' says Jackson,'' the trilogy's New Zealand-based director, producer and co-writer. ``You have to increase the forces that oppose your heroes and make it harder for them. It's also tough because 'Two Towers' doesn't have a beginning or an end. We try to turn that to our advantage.''

``We resisted any concept of a prologue or catch-up,'' he continues. ``It figures that most of the people who see 'The Two Towers' will have seen 'Fellowship,' or they should have. We didn't want to cater to people who hadn't seen the first one.''

When last we left our heroes, the Fellowship had splintered. Frodo Baggins, the young Hobbit charged with destroying the one, all-powerful ring was heading toward that stronghold of evil, Mordor, with his faithful gardener Sam Gamgee in tow. Two members of the Fellowship have bit the dust, although as any soap fan will remind you, just because someone has plunged into an abyss doesn't necessarily mean he's not coming back. (For a refresher on the characters, plot synopsis and a ``Who's Who'' for the new additions, see accompanying story.)

Oscar nominees Ian McKellen (Gandalf the Grey) and Cate Blanchett (Galadriel) have little more than cameos this time around. Taking on a much more substantial role is Gollum, the deformed Hobbit-like creature who joins Frodo and Sam. In fact, Gollum's very existence is a testament to how much technology has advanced between the release of ``Fellowship'' and the construction of ``Two Towers.''

In order to pull off the ``Two Towers'' effects, the city of Wellington, New Zealand, became the site of the largest concentration of computing power in the Southern hemisphere, according to Richard Taylor, director of the special-effects company, Weta.

``We had to put in our own transformers because we were drawing so much power from the city grid that we kept blowing out the suburbs we were working in,'' Taylor says.

Gollum is a character built in a computer through motion-capture technology and patterned entirely on the performance of British actor Andy Serkis, who supplies the character's voice. Every sickly grin, hiss, drool or jump springs from Serkis.

``We got these teasing glimpses of Gollum in the first film. That was sort of a prototype,'' says Jackson. ``But we learned so much that we basically threw that one out and rebuilt him and restructured him in the computer.''

``We knew that Gollum would have to perform as a living, breathing actor alongside Elijah Wood (Frodo) and Sean Astin (Sam),'' adds Taylor, the film's creature supervisor. ``More than any character, he feels like he has a soul, like he's actually in the picture as a performer.''

Less in need of a soul - but no less realistic for Jackson's purpose - are the thousands of Orcs and Uruk-hai who descend on the fortress at Helm's Deep for a climactic battle. Advanced technology, which was available during ``Fellowship,'' has become positively essential for ``Two Towers,'' given the number and length of the film's battle sequences.

Using Weta software, which is appropriately titled Massive, filmmakers were able essentially to bring video-game sequencing to the screen and make it look convincing. It's enough of an accomplishment to construct an army of 10,000 - digital software or otherwise. But to make it look like those 10,000 computerized soldiers are also thinking for themselves ... ``It was incredibly useful for us,'' says Jackson.

The effectiveness of any action picture may ultimately, as Taylor says, ``come back to 'heartware' instead of hardware,'' but the Massive capability to have the battling Uruk-hai choose from one of 10 programmed battle maneuvers is, let's face it, a majorly cool toy.

``We've got whole scenes populated completely by digital characters,'' says Taylor. ``And they're performing very close to the camera and holding up to clarity.''

When an Uruk-hai - a specially bred fighting Orc - comes under attack, he can choose to duck, flee, swing a sword, sidestep or execute any number of programmed moves. As the battle continues on, a digital overlay allows the characters to get progressively muddier and bloodier.

``Once you set them going, you have no ability to control how they win or lose,'' says Taylor. ``That's how well you've trained them.'' Mass production wasn't a concern with the Ents, the ancient foresters that protect Hobbits Merry and Pippin in the Fangorn Forest. The Ents were created largely in the computer, except for a large puppet that represented the central Ent, Treebeard. And if the concept of a giant walking tree clomping through an epic sounds at all amusing, well, that's exactly how the filmmakers wanted the Ents not to come off.

``I did stress a little over how you can portray one of these creatures without making it look comical or silly,'' admits Jackson. ``I saw the movie again recently, and I was surprised at how potent the image was of the trees striking back at the furnaces and the factories that are destroying them.''

Know your Fellowship

Just when you thought you had the Middle-earth family tree close to memorized, along comes the sequel.

So break out your erasers, ye non Fellowship savvy - which should represent, oh, maybe .000001 percent of the audience for ``The Lord of the Rings: The Two Towers.'' ``Towers'' introduces a parcel full of new characters human, subhuman and otherwise. In no particular order, they are ...

Gollum (voiced by Andy Serkis), the deformed, ring-coveting creature we glimpsed very briefly in ``The Fellowship of the Ring.'' Described by some as E.T. gone bipolar, Gollum, it will be remembered, also played a vital part in the J.R.R. Tolkien prequel, ``The Hobbit.''

Theoden (Bernard Hill), the bewitched King of Rohan who later leads a climactic battle at Helm's Deep. Other key Rohanians: the King's niece Eowyn (Miranda Otto), who is forever making goo-goo eyes at studly Aragorn (Viggo Mortensen), and her brother Eomer (Karl Urban).

Faramir (David Wenham), hotheaded brother of Fellowship member Boromir (Sean Bean) who bit the dust in ``Fellowship'' when he tried to take the ring from Frodo Baggins (Elijah Wood).

Grima Wormtongue (Brad Dourif), horrific and seriously ugly adviser to Theoden. Think he's evil? Would you name a trusted ally Wormtongue?

Treebeard, an Ent, and the oldest creature in Middle-earth. Picture a humorless walking oak with a serious John Muir complex. He's voiced by John Rhys-Davies who also plays Gimli the Dwarf. No, the Ent and the Dwarf don't have any scenes together.

As for our Fellowship, they're still around but scattered. Hobbits Frodo and Sam (Sean Astin), having splintered off, are on their way to the black gates of Mordor, pursued by Gollum, who serves as a none-too-trustworthy guide.

Meanwhile, Aragorn, elf archer Legolas (Orlando Bloom) and Dwarf Gimli (John Rhys-Davies) encounter the besieged kingdom of Rohan and aid in the unbewitching of King Theoden. Aragorn and Eowyn might make beautiful music together but for Aragorn's love pact with the Elf Arwen (Liv Tyler). The evil wizard Saruman (Christopher Lee) is amassing an army of fighting Orcs called Uruk-hai to decimate our heroes at the stronghold of Helm's Deep.

Having gone staff to muzzle with the unearthly Balrog, Gandalf the Grey (Ian McKellen) is reborn as Gandalf the White. He'll play a larger role, director Peter Jackson promises, in Part 3, ``The Return of the King.''

And finally, Hobbits Merry (Dominic Monaghan) and Pippin (Billy Boyd) have escaped their Orc captors and spend the bulk of the film in the arms ... er, branches ... of the Ent, Treebeard, in the Fangorn Forest.

- E.H.

CAPTION(S):

8 photos, box

Photo:

(1 -- 5 -- cover -- color) Towering achievements

Technology boosts second `Rings' movie

(6) Hobbits Frodo (Elijah Wood) and Sam (Sean Astin)

(7) Peter Jackson

(8) Aragorn, Legolas and Gandalf

Box:

Know your Fellowship (see text)