"Hellboy" was a good film that never quite found the audience it deserved until it blossomed in the home video market. Budgeted at $66 million, del Toro's first "Hellboy" accumulated a modest $59 million domestically and fell just shy of $100 million when international receipts are considered.

Successful? Absolutely, but not the blockbuster that one hopes for with superhero action type flicks.

Enter "Hellboy 2: The Golden Army," featuring a far more self-assured del Toro serving up better action, richer humanity, quite a few more laughs and Barry Manilow.

Yes, I said Barry Manilow.

In virtually all ways, "Hellboy II" is a better film.

Why only a "B", then?

"Hellboy II" kicks ass...until the very end. Then, unfathomably, del Toro gets it all wrong and makes just about everything we've seen pointless.

There will be those of you who won't care about these disappointing plot points, two to be exact. They may very well be the result of poor decision-making in the editing department than an actual weak script. Regardless, the blame falls squarely on del Toro and the result was, at least for me, a massive letdown after a genuinely entertaining ride.

I stress, however, that even with these two distractions "Hellboy" is a helluva film. It's as visually hypnotic as del Toro's "Pan's Labyrinth" and far more solidly constructed than the original "Hellboy." Fans of "Star Wars" will undoubtedly see that film's influence, especially in the "troll market."

The basic storyline for "Hellboy II: The Golden Army" is quite simple and requires little back explanation. While one would benefit a touch by having seen the original film, it's not necessary. In this film, we are reminded that there is a fragile peace between the elves/trolls and the human world and that the crown of the King has been divided into third. This division banishes the feared "Golden Army" until the King's son, Prince Nuada (Luke Goss) decides that humanity has betrayed the agreement and he's going to seize power back despite the wishes of his father and twin sister, Princess Nuala (Anna Walton).

Hellboy (Ron Perlman) is joined in defending humanity by his longtime love, Liz (Selma Blair), the amphibious Abe (Doug Jones), the bureau's clueless leader (Jeffrey Tambor) and a new hotshot on the scene, Johann Kraus (James Donn). del Toro, who wrote both the original script and this one, has proven himself gifted at combining artistically arresting cinematography with surprisingly complex humanity. While one could easily argue that the script is the weakest part of "Hellboy 2," it's still a notch above what one expects in this type of film.

While Perlman nailed his performance the first time around as Hellboy," he turns in an even better performance here. Both Blair and Tambor, as well, seem more self-assured and energetic this time around.

While one can't really complain about the obvious "Star Wars" influence, del Toro does need to be careful to clearly differentiate his films. With "Dr. Strange" and "The Hobbit" coming in the near future, the fantasy worlds of del Toro are already beginning to blend together not just with the obvious "Star Wars" influence but with characters who closely resembled those in "Pan's Labyrinth." Such close identifiers can be distracting when they come in the midst of a fantasy world.

There's no denying that this second adventure in the "Hellboy" films clearly sets the stage for yet a third one. On an opening weekend when Brendan Fraser offers up the kid-friendly 3-D "Journey to the Center of the Earth" and Eddie Murphy gives us "Meet Dave," it will be interesting to see if those who fell in love with "Hellboy" when it hit home video will support this second, even better adventure.

"Hellboy II: The Golden Army" is the rarest of sequels that is actually better than its predecessor. Despite a disappointing final half hour, del Toro's visionary world is brought beautifully to life backed by an ensemble cast that finds the humanity within the fantasy.