I'm a bit surprised at the heavy criticism this film received. It doesn't take a scientist to figure out that this sequel didn't live up to its predecessor. However, it's not nearly as bad as it's made out to be.

Before I continue, I should note that I have not yet read Micheal Ende's novel, so I can only judge this film as just that, a film. Not as an adaptation.

Many have complained that the personality of the characters from the original movie were contradicted and the film had little continuity. I disagree. In this film, Bastian is older and wiser, yet still has a lot to learn. That is not a flaw. He is *supposed* to be this way. As for his father, we didn't get to know him well enough in the first film to understand his personality, so the audience needs to give him the benefit of the doubt as well. Kenny Morrison was a fine Atreyu replacement for Noah Hathaway and Xayade is a villain that you'll love to hate.

This film goes the "Temple of Doom" route by offering a darker tale than before. In fact, some of the scenes might be a bit frightening for anyone at pre-school age or younger. I know that those giants used to scare me when I first saw this film at the age of eight. There are some humorous moments regarding the clash of cultures as Bastian and Atreyu often find it difficult to understand each other's vocabulary. A few thrilling moments, a dramatic twist mid-way through, and some nice visual effects round out a solid film.

On the negative side, some of the humor seemed a bit forced at times. *Cough* Spray can. *Cough* And while the dialogue was passable, it often sounded too plain without any real motivation behind it.

On a final note, and this is overlooked by the earlier reviews, Robert Folk's musical score is spectacular. It's a shame that it'll probably never be released in the mainstream ever again. The score alone makes the film worth watching.

All in all, this is an underrated film that needs to be viewed with an open mind instead of a quest to find as many flaws as possible. It's no fun using the latter way. It may not be the best sequel one could hope for, but it certainly could have been a lot worse. Just watch Neverending Story III to find out how.