Guy Ritchie's 2009 version of "Sherlock Holmes" was an interesting experiment in cinematic excess. Although the set design was impressive and the action sequences visually stunning, both the story and the characters left something to be desired, resulting in a film that was more or less forgettable. The sequel improves on the first with a stronger story and more likeable characterization, but even an all-star cast can't turn it into a cinematic classic.

Teased at the end of the first film, Holmes' literary nemesis, Professor James Moriarty (Jared Harris) moves front and center in "A Game of Shadows." A brilliant professor, Moriarty is every bit Holmes' mental equal, and he isn't afraid to show it. Harris' performance is one of the movie's highlights, as he is constantly walking the line between genius and narcissism. One moment Moriarty is cordial and friendly; the next, he's a cold-blooded sociopath. It soon becomes clear that Moriarty doesn't care who he hurts, so long as his plans for the future are not impaired.

The other notable performance comes from Noomi Rapace as the gypsy Sim. Best known for her previous role as Lisbeth Salander in the original version of "The Girl with the Dragon Tattoo" and its two sequels, Rapace nails her first English-speaking role here. It doesn't hurt that Sim is perhaps the most likeable character in the whole story, having been sucked into Moriarty's machinations against her will. Once involved, however, she is only interested in doing what's right and proves more than able to hold her own alongside Holmes (Robert Downey, Jr.) and Watson (Jude Law). It was also refreshing to see that Sim was a partner to the investigation rather than a love interest.

Despite bringing in a pair of interesting new characters, "A Game of Shadows" falters with its two leads since it is beholden to what came before. After two "Iron Man" movies, we know Downey, Jr., is perfectly capable of playing an affable SOB, so seeing him randomly fumble around as Holmes has to be chalked up to either Ritchie's direction or the script. The result is a lead character that is either a self-assured investigator who is always spot-on or a bumbling caricature that might as well be a version of Inspector Clouseau. Either interpretation would have been fine, if only it were consistent. Sadly, it's not.

Characterization issues aside, "A Game of Shadows" offers up a decent story line with a solid motivation driving Moriarty. It's not quite as random as the reveals in the first movie, and when the next plot point does pop up, it usually flows naturally from what has come before.

Set design and costuming remain impressive for the second outing, making the fictional world of Holmes appear both historical and contemporary at the same time. Solutions to problems vary from the low-tech (a miniature horse) to the high-tech (a really large cannon), which goes a long way to making the world feel real. Costumes are finely detailed, with each one sharply defining the character who wears it. What's on offer here will no doubt inspire more than a handful of cosplayers.

If there is one aspect of "A Game of Shadows" that really shines, it is the cinematography, especially around the action set pieces. Ritchie isn't afraid to mess with the speed of the camera, accelerating film when needed as well as slowing it down. Both techniques result in some impressive visuals, though it is the slow-motion escape through the forest that really takes the cake. Bullets are flying; bombs are going off; people are fighting; and dirt, explosions and wood chips are flying through the air. There's enough going on in this 2-D image to make you lust for a 3-D screen.

Ultimately the entire "Sherlock Holmes: A Game of Shadows" experience can be summed up in that one escape scene. When the movie hits on all cylinders, it's like a flash of brilliance that leaves you in awe. Unfortunately, those flashes are mixed in with a bunch of rough spots that make for a bumpy ride. "A Game of Shadows" may be a slightly better film than its predecessor, but in the end, it is just as forgettable.

Score: 6.0/10

"Sherlock Holmes: A Game of Shadows" is rated PG-13 and has a running time of 2 hours and 9 minutes. It is showing in 2-D.