Gandalf and the Three Hunters arrive in Edoras.

Gandalf : "Edoras and the golden hall of Meduseld. There dwells Theoden, King of Rohan, whose mind is overthrown. Saruman’s hold over King Theoden is now very strong."

Inside of Meduseld Eowyn kneels in front of the King.

Eowyn : "My lord, your son, he is dead. My lord ? Uncle ?"

Theoden shows no reaction.

Eowyn : "Will you not go to him ? Will you do nothing ?"

The scene returns to Gandalf fand the companions again.

Gandalf : "Be careful what you say. Do not look for welcome here."

Back in Edoras Eowyn is weeping at Theodred's bed when suddenly Grima appears.

Grima : "Oh, he… he must have died sometime in the night. What a tragedy for the king to lose his only son and heir."

He puts a hand on Eowyn's shoulder.

Grima : "I understand his passing is hard to accept, especially now that your brother has deserted you."

Eowyn : "Leave me alone you snake !"

Grima : "Oh, but you are alone ! Who knows what you have spoken to the darkness. In bitter watches of the night, when all your life seems to shrink, the walls of your bower closing in about you, like a hatch to trammel some wild thing in."

He touches her face.

Grima : "So fair, so cold, like a morning pale spring still clinging to winter's chill."

Eowyn : "Your words are poison !"

Eowyn runs out of the hall and looks into the distance. She watches Aragorn Gandalf and the others arriving in Edoras.

Gimli : "You'd find more cheer in a graveyard."

Hama welcomes them.

Hama : "I cannot allow you before Theoden-King so armed, Gandalf Grayhame. By order of Grima Wormtongue."

Gandalf nodds and he and the others givee their weapons to Hama and his guards. But Gandalf keeps his staff.

Hama : "Your staff."

Gandalf : "Hmm ? Oh. No, you would not part an old man from his walking stick ?"

Hama allows him to keep it and they enter the hall Meduseld.

Grima : "My lord, Gandalf the Grey is coming. He's a herald of woe."

Gandalf : "The courtesy of your hall is somewhat lessened of late, Theoden King."

Grima : *Whispering to Theoden.* "He’s not welcome."

Theoden : "Why should I welcome you, Gandalf Stormcrow ?"

Grima : "A just question, my liege. Late is the hour in which this conjurer chooses to appear. Lathspell spell I name him. Ill news is an ill guest."

Gandalf : "Be silent ! Keep your forked tongue behind you teeth. I have not pass through fire and death to bandy crooked words with a witless worm !"

Gandalf raises his staff.

Grima : "His staff ! I told you to take the wizard's staff !"

Grima's guards attack Gandalf and the others. Aragorn, Legolas and Gimli fight against them while Gandalf continues to talk to Theoden.

Gandalf : "Theoden, son of Thengel, too long have you sat in the shadows."

Grima tries to crawl away but Gimli catches him.

Gimli : "I would stay still, if I were you."

Gandalf : "Harken to me ! I release you from the spell."

Theoden : "Hahahhhahahahah ! You have no power here, Gandalf the Grey !"

Gandalf throws away his grey cloak and a white light arraise.

Gandalf : "I shall draw you, Saruman, as poison is drawn from a wound."

Theoden : "If I go... Theoden dies."

Gandalf : "You did not kill me, you will not kill him !"

Theoden : "Rohan is mine !"

Gandalf : "Be gone !!"

Theoden is thrown back in his throne and Sarumans leaves him. Eowyn runs to Theoden whoms face changes as he raises his head again.Theoden becomes now the younger looking man he once was. He looks at Eowyn.

Theoden : "I know your face. Eowyn… Eowyn."

Gandalf : "Breathe the free air again, my friend."

Theoden : "Dark have been my dreams of late."

Gandalf : "Your fingers would remember their old strenth better... if they grasped your sword."

Hama gives Theoden his sword. Theoden looks at Grima. Grima is thrown out of the hall and down the stairs.

Grima : "I've only ever serve you, my lord !"

Theoden : "Your leechcraft would have had me crawling on all fours like a beast !"

Grima : "Send me not from your side."

Theoden raises his sword to kill Grima but Aragorn holds him back.

Aragorn : "No, my lord ! No, my lord. Let him go. Enough blood has been spilled on his account."

Grima stands up and runs aways through the crowd who is watching the scene.

Grima : "Get out of my way !"

Hama : "Hail, Theoden king !"

The crowd kneels down, also Aragorn does so.

Theoden : "Where is Theodred ? Where is my son ?"

Theoden visits the tomb of his son. He picks up a white flower.

Theoden : "Simbelmyne. Ever has it grown on the tombs of my forebears. Now it shall cover the grave of my son. Alas, that these evil days should be mine. The young perish and the old linger. That I should live to see the last days of my house."

Gandalf : "Theodred's death was not of your making."

Theoden : "No parent should have to bury their child."

Gandalf : "His was strong in life. His spirit will find its way to the halls of your fathers. Westu hál. Ferðu, Théodred, Ferðu. (Be-thou well. Go-thou, Théodred, go-thou.)"

Gandalf turns around to go back to the hall when he sees two chidlren on a horse arriving in Edoras. The horse stops and the boy collapses and falls of the horse.

In the hall the children get a meal, Eowyn takes care of them.

Eowyn : "The had no warning. They were unarmed. Now the wildmen are moving through the Westfold, burning as they go. Rick, cot and tree."

Freda : "Where's mama ?"

Eowyn : "Shh..."

Gandalf : "This is but a taste of the terror that Saruman will unleash. All the more potent for he is driven mad by fear of Sauron. Ride out and meet him head on. Draw him away from your women and children You must fight."

Aragorn : "You have two thousand good men riding north as we speak. Eomer is loyal to you His men will return and fight for their king."

Theoden : "They will be three hundred leagues from here by now. Eomer cannot help us. I know what it is that you want of me. But I will not bring further death to my people. I will not risk open war."

Aragorn : "Open war is upon you. Whether you would risk it or not."

Theoden : "When last I looked, Theoden, not Aragorn, was king of Rohan."

Gandalf : "Then what is the king’s decision ?"

The scene turns to outside the hall.

Hama : "By order of the king, the city must empty. We make for the refuge of Helm's Deep. Do not burden yourselves with treasures. Take only what provisions you need."

Gandalf, Legolas, Aragorn and Gimli walk towards the stable.

Gimli : "Helm's Deep! They flee to the mountains when they should stand and fight. Who will defend them if not their king."

Aragorn : "He's only doing what he thinks is best for his people. Helm's Deep has saved them in the past."

Gandalf : "There is no way out of that ravine. Theoden is walking into a trap. He thinks he's leading them to safety. What they will get is a massacre. Theoden has a strong will but I fear for him. I fear for the survival of Rohan. He will need you before the end, Aragorn. The people of Rohan will need you. The defences HAVE to hold."

Aragorn : "They will hold."

The group has reached Shadowfax.

Gandalf : "The Grey Pilgrim... that's what they used to call me. Three hundred lives of men I've walked this earth and now I have no time. Good luck. My search will not be in vain. Look to my coming at first light on the fifth day. At dawn, look to the East."

Aragorn : "Go."

Gandalfs leaves Edoras.

Inside the hall Eowyn is packing some things she will take to Helm's Deep. She takes a sword and swings it around. When she turns around, Aragorn suddenly stands behind her and blocks her parry.

Aragorn : "You have some skill with a blade."

Eowyn : "Women of this country learned long ago. Those without swords may still die upon them. I fear neither death nor pain."

Aragorn : "What do you fear, my lady ?"

Eowyn : "A cage. To stay behind bars until use and old age accept them and all chance of valor has gone beyond recall or desire."

Aragorn : "You are a daughter of kings, a shieldmaiden of Rohan." He sheaths his knife. "I do not think that will be your fate."

The scene turns to Isengard where Saruman is talking to Grima.

Grima : "Theoden will not stay at Edoras. It's vulnerable, he knows this. He will expect an attack on the city. They will flee to Helm's Deep, the great fortress of Rohan. It is a dangerous road to take through the mountains. They will be slow. They will have women and children with them."

Saruman : "Send out your warg riders."

Back to Frodo and Sam. Gollum is trying to catch a fish in a river.

Sam : "Hey Stinker ! Don't go getting too far ahead !"

Frodo : "Why do you do that ?"

Sam : "What ?"

Frodo : "Call him names; run him down all the time."

Sam : "Because… because that's what he is, Mr. Frodo. There's naught left in him but lies and deceit. It's the Ring he wants. It's all he cares about."

Frodo : "You have no idea what it did to him. What it's still doing to him. I want to help him, Sam.."

Sam : "Why ?"

Frodo : "Because I have to believe he can come back."

Sam : "You can't save him, Mr. Frodo."

Frodo : „What do you know about it ? Nothing !"

Sam walks aways slowly, being disappointed by Frodo's behaviour.

Frodo : "I'm sorry, Sam. I don't know why I said that."

Sam : "I do. It's the Ring. You can't take your eyes off it. I've seen you. You're not eating. You barely sleep. It's taking a hold of you, Mr Frodo. You have to fight it !"

Frodo : "I know what I have to do Sam. The Ring was entrusted to me ! It's my task ! Mine ! My own !

Sam : "Can't you hear yourself ? Don't you know who you sound like ?"

Frodo walks on without answering Sam.

In the night, when Frodo and Sam are sleeping, Gollum talks to himself.

Gollum : "We wants it. We needs it. Must have the precioussss. They stole it from us. Sneaky little hobbitsesss. Wicked, trickssssy, falssse !"

Smeagol : "No ! Not Master."

Gollum : "Yes, precious. False. They will cheat you, hurt you, lie."

Smeagol : "Master's my friend."

Gollum : "You don't have any friends. Nobody likes YOU..."

Smeagol : "Not listening. Not listening."

Gollum : "You're a liar and a thief."

Smeagol : "Nope."

Gollum : "Mur…derer..!"

Smeagol : "Go away."

Gollum : "Go away ! HAHAHAHA !!"

Smeagol : "I hate you. I hate you !"

Gollum : "Where would you be without me ? *Gollum, Gollum*. I saved us. It was me. We survived because of me! "

Smeagol : "Not anymore."

Gollum : "What did you say ?"

Smeagol : "Master looks after us now. We don't need you."

Gollum : "What ?"

Smeagol : "Leave now and never come back."

Gollum : "No !!"

Smeagol : "Leave now and never come back ! LEAVE. NOW. AND. NEVER. COME. BACK !"

Gollum doesn't answer anymore.

Smeagol : "We... we told him to go away ! And away he goes, preciousss. Gone, gone, gone ! Smeagol is free !"

In the next morning Sméagol wakes up the Hobbts, bringing some rabbits.

Smeagol : "Look ! Look ! See what Smeagol finds ! Hehehe ! Hahaha ! They are young, tender. They are nice. Yes they are ! Eat them ! Eat them !"

He bites into one of the rabbits, but Sam takes the rabbits away from Gollum.

Sam : "You’ll make him sick, you will, behaving like that ! There's only one way to eat a brace of coneys."

Sam makes a soup of the rabbits. Smeagol looks into the pot.

Smeagol : "What's he doing ! Stupid fat hobbit ! You ruins it !"

Sam : "What's to ruin ? There's hardly any meat on 'em. What we need is a few good taters."

Gollum : "What's taters, preciousss ? What's taters uh ?"

Sam : "PO-TAY-TOES ! Boil 'em. Mash 'em. Stick'em in a stew. Lovely big golden chips with a nice piece of fried fish..."

Gollum sticks out his tongue in disgust.

Sam : "Even you couldn't say no to that."

Smeagol : "Oh yes we could ! Spoiling nice fish... Give it to usss rrraw... and wrrriggling. You keep filthy chips."

Sam : "You're hopeless."

Sam notices that Frodo is no longer in sight.

Sam : "Mr. Frodo ?"

He starts to search for Frodo and finds him watching a Haradrim army on their way to Mordor.

Sam : "Who are they ?"

Gollum : "Wicked men. Servants of Sauron. They are called to Mordor. The dark one is gathering all armies to him. It won't be long now. He will soon be ready."

Sam : "Ready to do what ?"

Gollum : "To make his war. The last war that will cover all the world in shadow."

Frodo : "We've got to get moving. Come on, Sam."

Sam : "Mr Frodo ! Look ! It's an Oliphaunt ! No one at home will believe this..."

Gollum slips away unnoticed.

Frodo : "Smeagol ?"

Suddenly the army is attacked by Faramir's people.

Frodo : "We've lingered here for too long. Come on, Sam !"

He turns around and runs into Faramir. They are catched by Faramir's group.

Faramir : "Bind their hands."

The scene turns again to the people of Edoras who are on their way to Helm's Deep. Gimli is talking to Eowyn who is walking next to his horse.

Gimli : "It's true you don't see many dwarf women. And in fact, they are so alike in voice and appearence, haha that they're often mistaken for dwarf men."

Eowyn looks back and smiles at Aragorn who gestures and whispers to her.

Aragorn : "It's the beards..."

Gimli : "And this, in turn, has given rise to the belief that there are no dwarf women. And that dwarves just spring out of holes in the ground !"

Eowyn laughs.

Gimli : "Hehehe ! Which is of course ridiculous… Whoa !!"

The horse Gimli is riding suddenly gallops away and Gimli falls down to the ground. Eowyn runs to where Gimli lies on the ground.

Gimli : "It's alright, it's alright. Nobody panics. That was deliberate. It was deliberate."

In the night Aragorn cannot sleep and thinks of Arwen.

Arwen : "The light of the Evenstar does not wax and wane… It is mine to give to whom I will... Like my heart… Go to sleep..."

We now see Aragorn lying on a chaise in Rivendell. Arwen is standing next to him and smiles at him.

Aragorn : "I am asleep. This is a dream."

Arwen : "Then it is a good dream. Sleep…"

She kisses him.

Aragorn : "Min lû pennich nin i aur hen telitha. (You told me once that this day would come.)"

Arwen : "Ú i vethed... nâ i onnad. Boe bedich go Frodo. Han bâd lîn. (This is not the end... it is the beginning. You must go with Frodo. That is your path.)"

Aragorn : "Dolen i vâd o nin. (My path is hidden from me.)"

Arwen : "Si peliannen i vâd na dail lîn. Si boe ú-dhannathach. (It is already laid before your feet. You cannot falter now.)"

Aragorn : "Arwen"

Arwen : "Ae ú-esteliach nad... estelio han. Estelio ammen. (If you trust nothing else... trust this. Trust us.)"

She touches the Even star and kisses Aragorn.

The next day Aragorn and Eowyn are walking next to each other.

Eowyn : "Where is she ? The woman who gave you that jewel."

Aragorn doesn't answer. He remembers a talk between Elrond and himself.

Elrond : "Our time here is ending. Arwen's time is ending. Let her go. Let her take the ship into the west. Let her bear away her love for you to the undying lands. There it will be evergreen."

Aragorn : "But never more than a memory."

Elrond : "I will not leave my daughter here to die."

Aragorn : "She stays because she still has hope."

Elrond : "She stays for YOU ! She belongs with her people !"

Before the Fellowship departs from Rivendell, Aragorn talks to Arwen.

Aragorn : "Idhren emmen menna gui ethwel. Hae o auth a nîr a naeth. (You have a chance for another life. Away from war... grief... despair.)"

Arwen : "Why are you saying this ?"

Aragorn : "I am mortal; you are Elfkind. It was a dream, Arwen, nothing more."

He gives her the Evenstar.

Aragorn : "This belongs to you."

Arwen : "It was a gift. Keep it."

The scene turns back to Aragorn and Eowyn.

Eowyn : "My lord ?"

Aragorn : "She is sailing to the undying lands, with all that is left of her kind."

Gamling and Hama passes them and ride to the front.

Gamling : "What is it ? Hama ?"

Hama : "I'm not sure."

A warg scout appear. It attacks Hama and kills him. Legolas shoots the warg.

Legolas : "A scout !"

Theoden : "What is it ? What do you see ?"

Aragorn : "Wargs ! We are under attack !"

Theoden : "All riders to the head of the column !"

Gimli tries to climb on his horse.

Gimli : "Come on, get me up here, I'm a rider !"

Theoden (to Eowyn) : "You must lead the people to Helm's Deep. And make haste !"

Eowyn : "I can fight !"

Theoden : "No ! You must do this... for me."

Gimli tries to make his horse move forward.

Gimli : "Forward, forward, honey. March forward ! That's it !"

Eowyn (to the people of Edoras) : "Make for the lower ground ! Stick together !"

The men start to fight against the wargs.

They are able to defeat them but one warg falls over a cliff and Aragorn is sitting on this warg. Legolas looks around and searches for Aragorn but cannot see him.

Legolas : "Aragorn !"

Gimli : "Aragorn ?"

Legolas and Gimli come to the cliff where an Orc lies on the ground. The Orc is laughing. Gimli points his axe at him.

Gimli : "Tell me what happened and I will ease your passing."

Sharku : He's dead. Took a little tumble off the cliff."

Legolas : "You lie !"

The Orc dies. In his hand Legolas finds the Evenstar.

Theoden : "Get the wounded on horses. The wolves of Isengard will return. Leave the dead."

Legolas looks at Theoden in anger, but Theoden puts a hand on his shoulder.

Theoden : "Come."

The people of Rohan reach Helm's Deep. Morwen meets her children again and also Theoden and his men arrive there.

Guard : "Make way for Theoden !"

Soldiers : "Sire !"

Guard : "Make way for the king !"

Eowyn runs to the arriving king.

Eowyn : "So few. So few of you have returned."

Theoden : "Our people are safe. We have paid for it with many lives."

Gimli : "My lady..."

Eowyn : "Lord Aragorn, where is he ?"

Gimli : "He fell..."

In the next scene Theoden explains his strategy to Gamling and his man.

Theoden : "Draw our forces behind the wall. Bar the gate, and set a watch on the surround."

Gamling : "What of those who cannot fight, my lord ? The women and children ?"

Theoden : "Get them into the cave. Saruman's arm would have grown long indeed if he thinks he can reach us here."

In Isengard, Saruman is mixing a special substance.

Grima : "Helm's Deep has one weakness. It's outer wall is solid rock but for a small culvert at its base which is little more than a drain. *He looks into the vessel with the substance* How ? How can fire undo stone ? What kind of device could bring down the wall ?"

Saruman : "If the wall is breached, Helm's Deep will fall."

Grima : "Even if it is breached, it would take a number beyond reckoning, thousands to storm the keep."

Saruman : "Tens of thousands."

Grima : "But, my lord, there is no such force."

Grima and Saruman walk on balcony. Around Isengad there are more than ten thousand Uruk-hai standing in rows.

Saruman : "A new power is rising. Its victory is at hand ! This night, the land would be stained with the blood of Rohan ! March to Helm's Deep ! Leave none alive ! To war !!"

The army cheers and roars.

Saruman : "There will be no dawn for Men."

A tear rolls down from Grima's eye when the army starts to march towards Helm's Deep.

Merry and Pippin are still sitting on Treebeard's shoulders.

Pippin : "Look! There's smoke to the south !"

Treebeard : "There is always smoke rising from Isengard these days."

Merry : "Isengard ?"

Treebeard : "There was a time when Saruman would walk in my woods. But now he has a mind of metal and wheels. He no longer cares for growing things."

Pippin and Merry climb higher on Treebeard to have a better view. Now they are able to see Saruman's army.

Pippin : "What is it ?"

Merry : "It's Saruman's army ! The war has started."