This was pretty good! I'd like to tell you the fact that Kristen Stewart wasn't in it had nothing to do with it being better then the first.....but I can't. If you saw the first film, you'll understand where I'm coming from here.
This one was by far superior to its predecessor and the cast (or lack there of) had a lot to do with that. Also, audiences will be happy to know that this one was far more action packed and a lot less hokey than the first. I couldn't stand the scenes with the dwarves in the first film and even though they're back in this one, the characters don't seem as lame.
It's darker then the first and I think that helps it as well. It's a film you can take seriously (as serious as you can get with a fairy tale that is); with an interesting plot, good back story, action, romance, revenge, thirst for power-all of it-it's all there.
I know most of you probably saw the first and heard about this film and thought "Yeah, pass." but I can honestly assure you that the sequel is better in every way. Really, go see it.