Legolas, Gimli and Aragorn go after the Uruk Hai that have captured Merry and Pippin. Their travels take them into the kingdom of Rohan, where Saruman is planning an attack to destroy the race of Men. Meanwhile Merry and Pippin escape and meet up with Treebeard and a white wizard, who is Gandalf sent back by the Valar, and given a promotion from Grey to the highest rank; white. Aragorn and Co meet up with Gandalf who rescues the king of Rohan Theoden under the influence of Saruman and his servant Grima Wormtongue. Theoden's son had been killed by orcs, and his nephew had been banished while he was under Saruman's spell. Eowyn his neice desires to fight, and is also smitten with Aragorn. Merry and Pippin try to convince Treebeard and the Ents to help them fight Saruman. The Uruk Hai prepare to destroy Rohan. Meanwhile Elrond tries to convince Arwen to leave Middle Earth for Valinor. Aragorn tries to get Theoden to ride out and face the army but Theoden instead makes them go to the refuge of Helm's Deep and the Hornburg. Eomer, and the Rohirrim are too far away to come to aid them. The elves, sent from Lothlorien with Elrond's convincing, come to the rescue of the Rohan, a few old men/boys against ten thousand Uruk Hai and Orcs. Gandalf rides out to get help. Frodo and Sam continue their journey, and manage to capture Gollum, who agrees to lead them if they spare him. When they get to the black gates he explains he knows a better way. Gollum's old personality Smeagol starts to push through and for a while Gollum/Smeagol is changed by Frodo's kindness to him. They are captured by Faramir, Boromir's brother and son of the king who wants to use the ring to save Gondor. Frodo lures Gollum/Smeagol to him in order to save his life, but Faramir treats Gollum/Smeagol badly and Gollum/Smeagol believes that his 'master' has betrayed him.Gollum is once again dominant. Faramir drags Frodo all the way back to Ithilien, but after seeing proof of what the ring can do to corrupt let's Frodo go. At Helm's Deep the Uruk Hai using gunpowder given to them by Saruman blows the outer wall and breaks down the gate. The Rohan soldiers retreat in further, and finally they are trapped within the inner chambers of the Deep. Gandalf returns with Eomer and the Rohirrim. Treebeard does not want to help Pippin and Merry but when he sees the destruction Saruman has caused he and the Ents destroy Isengard by breaking the dam. Gandalf explains that they won this battle, and now the larger army of Sauron's is going to try and destroy a weakened Gondor. They cannot win but instead must give Frodo enough time to destroy the ring. The sinister Gollum convinces his Smeagol side to lead the hobbits into a trap . . .