Lord of the Rings: the Two Towers. I liked that ample time was spent on the battle sequences (I love war stories, but hate when they're compressed into just a few minutes). Plus the music was just slightly more amazing (hard do accomplish) than its predecessor. The deeper character development was also much appreciated, as we have quite the gauntlet of characters to run through in film 1. And elves are so much sexier when they're dirty/spattered with blood. ^_^
I also agree with a lot of posters about T2--Judgment Day. Way better than the first. I watched it all the time as a kid. Watched it again a year or two ago, and had no idea the F-bomb got dropped so many times. Guess I just didn't notice before.