Smell this, I think it's expired...

[the phantom]

First, I agree with Gurthang's point about urgency.

Second, fighting is not a suitable replacement for tension and suspense. Sure, I love a great fight scene as much as the next guy, but fights should be breaks in the overall suspense and tension and not actually try to contain all the suspense and tension. I believe that Fellowship did a much better job sustaining suspense and tension throughout the movie, where as the other two movies had more fights but less substance between.

A good example of what I'm trying to say is what happened in Moria. The fight with the cave troll and orcs was great and all, but the part that followed where the group was running through the columns as thousands of orcs chased them was just as exciting. And then the orcs have them surrounded and you're thinking "How in the world are they going to get out of this?" Tension and suspense galore. And then the orcs run off as if they are scared and a fiery light is moving towards the fellowship, and the audience is thinking "Oh my goodness, what in the world is going on? What were those orcs scared of? What is that light?"

That sort of drama is immensely superior to non-stop fighting. The ideal movie mixes the two together. The fights do entertain, but the parts in between grip the audience and keep them enchanted.

I was gripped much more by the Fellowship.

In addition, I agree with what alatar said-

the characters became less interesting as they became more and more caricatures of themselves. Gimli the clown, Legolas the ultimate surfer/warrior, etc. Some characters grew, yet not as much as they did in FOTR.

Also, I stand by what I said earlier about the other movies being more "typical". In other words, more like other movies. There were too many cliché lines, looks, and moments that had more of a modern movie feel to them than a Middle Earth feel.

Examples (some of these might be from EE versions in case you don't recognize them)-
1) Gimli's "humorous" bodily functions.
2) Gimli getting drunk.
3) Legolas surfing down the stairs of Helm's Deep.
4) Aragorn's disdainful/grossed-out look at the Mouth of Sauron.
5) Denethor as a crazy mean old man rather than a once great man driven to dark deeds by grief and despair.
6) Faramir's lack of the nobility and magic that made his men love him in the book.

That's all I have time to list now, but I am sure some of you can think of some more. There were just too many moments that seemed to be gunning for a "That was sweet!" or "Ha ha ha" or "Yeah! All right!" sort of reaction from the audience. That is what a typical modern movie shoots for, not a Middle Earth movie.

I hate to say something that would bring to people's minds the infamous "Dumbing it Down" thread, but it seems to me that Fellowship was not as dumbed down as the other two movies.