The Lord of the Rings: The Two Towers
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Gollum has to rank up there amongst my favourite ever film characters, brought to life through a combination of incredible CGI and a performance from Andy Serkis that is arguably even more incredible.
The giant spider that terrorizes Sam and Frodo actually appears in the Two Towers novel to my wildly unreliably memory, so I was really disappointed that the movie ended before she came up and she got shunted into the third movie.
We are also introduced to new characters like Theoden, Faramir and many others, but while not much of some characters are fleshed out, one more film would be given time to the characters.