Frodo wakes up from a nightmare of Gandalf's fight with the Balrog. In the next morning, we see Frodo and Sam climbing down a mountain in the Emyn Muil, using Sam's elvish rope.

Sam : Can you see the ground ?
Frodo : No ! Don't look down Sam ! Just keep going !

Suddenly Sam loses a little box.

Sam : Catch it ! Grab it Mr Frodo !

Trying to grab it, Frodo falls down.

Sam : Mr Frodo !
Frodo : I think I've found the bottom.
Sam : Bogs and rope and godness knows what ! It's not natural. None of it.
Frodo : What is this ?
Sam : Nothing. Just a bit of seasoning. I thought maybe if we was having a roast chicken one night or something.
Frodo : Roast chicken ???
Sam : You never know.
Frodo : Sam. My dear Sam.
Sam : It's very special. It's the best salt in all the Shire.
Frodo : It is special. It's a little bit of home.

He looks at the rope.

Frodo : We can't leave this here for someone to follow us down.
Sam : Who's gonna follow us down here Mr Frodo ? It's a shame, really. Lady Galadriel gave me that real elvish rope. Well there is nothing for it. It's one of my knots. Won't free in a hurry.

The rope falls down.

Frodo (smiles) : Real elvish rope.

We see the Hobbits spending a night in the rain, trying to hide themselves under their elvish cloaks. Gollum is watching them, from the rocks above.

After Gollum became the Hobbits' guide, he runs faster and faster, making it harder for Frodo and Sam to follow. When He gets far enough, Gollum 'talks' to Sméagol.

Gollum : To the Gate, to the Gate ! To the Gate, Master says, yes !
Sméagol : No ! We won't go back ! Not there ! Not to him !
Gollum : They can't make us, Gollum, Gollum !
Sméagol : But we swore to serve the master of the precious.
Gollum : No. Ashes and dust and thirst there is, and pits, pits, pits. And Orcses, thousands of Orcses. And always the Great Eye watching !

Gollum runs even faster.

Sam : Hey ! Come back now ! Come back !

They cannot see him anymore.

Sam : There ! What did I tell you ? He's run off, the old villain. So much for his promises !

Gollum appears behind a rock.

Gollum : This way Hobbits. Follow me !

We see the Uruk-Hai taking Merry and Pippin to Isengard. On the way, they meet a group of Orcs.

Orc : You're late. Our master grows impatient. He wants the Shire-rats now.
Uruk-Hai : I don't take orders from Orc-maggots. Saruman will have his prize. We will deliver them.

Merry hast is unconscious.

Pippin : Merry ! Merry ! Wake up ! (to an Uruk-Hai) My friend is sick. He needs water please !
Uruk-Hai : Sick is he ? Give him some medicine boys !

The Uruk makes Merry drink some of their "Orc-draught".

Pippin : Stop it !!

Merry wakes up.

Uruk-Hai : Can't take his draught.
Pippin : Leave him alone !
Uruk-Hai : Why ? You want some ? Then keep your mouth shut !
Pippin : Merry !
Merry : Hello Pip.
Pippin : You're hurt !
Merry : I'm fine. It was just an act.
Pippin : An act ?
Merry : See, I fooled you too. Don't worry about me Pip.

The Uruk go on running.

In Isengard, Saruman supervises the Uruk births and weapons forgery.

Saruman : I want them armed and ready to march within two weeks !
Orc : But my Lord, there are too many ! We cannot all be armed, we don't have the means.
Saruman : Build a dam, block the stream, work the furnaces night and day.
Orc : We don't have enough fuel to feed the fire.
Saruman : The Forest of Fangorn lies on our doorstep. Burn it !
Orc : Yes !

In the next shot we see one of the Wild Men, swearing an oath to Saruman.

Man : We will fight for you !
Saruman : Swear it !

The man cuts his hand with a knife.

Man : We will die for Saruman !

Saruman sends them to attack Rohan.

When Éomer is banished from Edoras, Gríma shows him a paper, signed by the King.

Gríma : You see much, Éomer, son of Éomund. Too much. You are banished forthwith from the kingdom of Rohan and all it domains under oain of death.
Éomer : You have no authority here. Your orders mean nothing.
Gríma : This order does not come from me. It comes from the King. He signed it this morning.

The Orcs and Uruk reach the borders of Fangorn. One Orc looks at Merry and Pippin.

Orc : Why can't we have some meat ? What about their legs ? They don't need those. They look tasty !
Uruk-Hai : Get back, scum ! The prisoners got to Saruman. Alive and unspoiled !
Orc : Alive ? Why alive ? Do they give good sport ?
Uruk-Hai : They have something. An elvish weapon. The master wants it for the war.
Pippin : They think we have the Ring.
Merry : Shhhh. As soon as they find out we don't we're dead.
Orc : Just a mouthful, a bit of flank !

The Uruk kills the Orc.

Frodo, Sam and Gollum have a last rest before they enter the Dead Marshes.

Sam : I hate this place. It's too quiet. There's been no sight nor sound of a bird for two days.
Gollum : No, no birds to eat. No crunchable birdses. And we are famished ! Yes ! Famished we are, precious !

He eats a worm that he finds on the ground.

Frodo offers him some of the Lembas.

Gollum : What does it eats ? Is it tasty ?

He tastes the Lembas.

Gollum : It tries to chokes us ! We can't eats Hobbit food ! We must starve !
Sam : Well starve then ! And good riddance !
Gollum : Oh cruel Hobbit ! It does not care if we be hungry. Does not care if we should die. Not like master. Master cares. Master knows. Yes. Precious. Once it takes hold of us it never lets go.

He reaches out, trying to touch Frodo.

Frodo : Don't touch me!

When the Thee Hunters reach Fangorn, Legolas explains to his friends that this wood is old and full of wrath.

Aragorn : Gimli, lower your axe !
Legolas : They have feelings my friend. The Elves began it. Waking up the trees, teaching them to speak.
Gimli : Talking Trees. What do trees have to talk about ? Except the consistency of squirrel droppings. Legolas. Aragorn, something's out there !

They meet Gandalf, who tells them that he has been sent back to help them to defeat Sauron.

Gandalf : I am Gandalf the White. And I come back to you now at the turn of the tide. One stage of your journey is over. Another begins. We must travel to Edoras with all speed.

Gimli : Edoras ? That is no short distance.
Aragorn : We hear of trouble in Rohan. It goes ill with the King.
Gandalf : Yes and it will not be easily cured.
Gimli : Then we have run all this way for nothing ? Are we to leave these poor Hobbits here in this horrid, dark, dank, tree-infested...

The trees grumble.

Gimli : ... I mean, charming, quite charming forest ?
Gandalf : It was more than mere change that brought Merry and Pippin to Fangorn. A great power has been sleeping here for many long years. The coming of Merry and Pippin will be like the falling of small stones that starts an avalanche in the mountains.
Aragorn : In one thing you have not changed, dear friend. You still speak in riddles.
Gandalf : A thing is about to happen that has not happened since the Elder Days. The Ents are going to wake up and find out that they are strong.
Gimli : Strong ? That's good.
Gandalf : So stop your fretting, Master Dwarf. Merry and Pippin are quite safe. In fact they are safer than you are about to be.
Gimli : This new Gandalf's more grumpy than the old one !

They ride to Edoras.

Treebeard walks through Fangorn with Merry and Pippin on his shoulders. He sings some songs.

Treebeard : O rowan mine. I saw you shine. Upon a summer's day. Upon your head, how golden red. The crown you bore aloft.

Pippin : Such a beautiful verse.
Merry (near to fall asleep) : Is it much further ?
Treebeard : Bru-ra-hroom. Don't be hasty. You must call it far perhaps. My home lies deep in the forest , near the roots of the mountains. I told Gandalf I would keep you safe and safe is where I will keep you. I believe you will enjoy this next one. It's one of my own compositions.

He starts singing again.

Treebeard : Beneath the roof of sleeping leaves/ And the dreams of trees unfold. When woodland halls are green and cool /And the wind is in the West. Come back to me. Come back to me/ And say my land is best.

While listening to Treebeard, Merry and Pippin nearly falling asleep. Treebeard lays them down to sleep.

Treebeard : Sleep little shirelings. Hear no nightly noise. Sleep till morning light. I have buisness in the forest. There are many to call. Many that must come. The Shadow lies on Fangorn. The withering of all woods is drawing near.

He leaves into the wood.