The film begins with a flashback to the first film, as Gandalf slips off the Bridge of Khazad-dûm and fights the Balrog as they hurtle down. Frodo awakes from his dream and continues his journey in Emyn Muil with his trusted and loyal friend, Sam, where they are attacked by Gollum, who wants to retrieve back the "his precious" from the ones who stole it from him, but the Hobbits manage to tie him up with Elven rope. Sam wants to abandon Gollum, but Frodo has pity on him. Needing a guide, Frodo makes Gollum agree to lead them to the Black Gate of Mordor.
In Rohan, the Uruk-hai run with Merry and Pippin captive. Aragorn, Legolas and Gimli are in pursuit, following three days of running. They realize they are in Rohan, and Legolas surmises the Hobbits are being taken to Isengard. There, Saruman launches his attack on the country, and at the capital city of Edoras, King Théoden is mentally and physically weak because of the enchantments of his steward, Gríma Wormtongue, who was bought into the service of Saruman. Orcs freely roam the land and kill people including the king's only son Théodred. Théoden's nephew Éomer angrily realizes that Gríma has become Saruman's servant and furiously asks what the "promised price" was. When Gríma glances at Éowyn, Éomer angrily attacks him, but is banished for simply undermining his authority.
Frodo and Sam traverse the Dead Marshes, hiding from a newly seated Ringwraith on his Fell beast. They reach the Black Gate, only to have Gollum tell them there is a less risky path south. Merry and Pippin escape their captors due to Éomer's men who kill all the Uruk-hai, who in turn tells Aragorn of the slaughter, and the Three Hunters find their tracks leads into Fangorn forest. There Merry and Pippin meet an old Ent, Treebeard and a White Wizard. Aragorn, Legolas and Gimli discover this White Wizard is Gandalf reborn, having sacrificed himself against the Balrog. They travel to Edoras on horseback, where they exorcise Saruman's hold on Théoden and banish Wormtongue. Théoden is confronted with his dead son and open war, and decides to flee to Helm's Deep a large fortification which in times of trouble have saved the people of Rohan. Gandalf rides to find Éomer and his Rohirrim, and Éowyn seeks to know Aragorn better.
In Ithilien, Gollum banishes his split personality, and attempts to befriend Frodo and Sam. They also see a battle and are taken captive by soldiers of Gondor. On the journey to Helms Deep, Aragorn soon has to save the refugees from Saruman's Wargs. During the Melee He is dragged by a one of the wolfs and falls off a cliff, the survivors arrive in Helm's Deep grief-stricken. In Rivendell, Arwen is convinced by Elrond that the age of Elves is ending, and she leaves for the West. Elrond ponders whether the Elves should still help Men. Frodo and Sam arrive at Henneth Annûn and meet Faramir, the younger brother of Boromir, who captures Gollum shortly after to learn of the One Ring. Faramir decides the Ring shall go to Gondor, so that he can "prove his quality" to his father. In Rohan, Aragorn awakens, and as he rides back to Helm's Deep, he sees Saruman's army: at least 10,000 strong. When he arrives, there is dismay, and 300 men, some too old or young, prepare for battle. In the midst of despair, a battalion of Elves from Lórien arrive to help them. At Fangorn forest, Merry, Pippin, Treebeard and other Ents hold a Council to decide on what the Ents involvement will be in the upcoming war with Sauron.
The battle of Helms Deep begins, and the Elves manage to hold the Uruk-hai at the wall, but it is blown up and many are killed during the ensuing attack through the breach. The Uruk-hai also manage to break the Gate despite Aragorn and Gimli's best efforts, and they fall back to the Keep. In Fangorn, Treebeard and the other Ents decide not to fight, but once Pippin takes him to the forest Saruman has decimated near Isengard, he is filled with rage. At Osgiliath, Faramir and the Hobbits are confronted by a Ringwraith. As the gate to the Keep is attacked, Gandalf, Éomer, and hundreds of Rohirrim arrive to push back the Uruk-hai, the Ents attack and flood Isengard and Sam and Faramir save Frodo from the Ringwraith's clutches. Sam narrates about how the story must go on, and Faramir frees them. Gandalf and company now know a full war is coming, and hope only rests with Frodo, who has resumed his journey towards Mordor with Sam and Gollum. After his mistreatment by Faramir's men, Gollum's darker nature returns and he considers betraying Frodo and Sam to "her.
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