Frodo Baggins (Elijah Wood) is dreaming of the death of Gandalf (Ian McKellen) battling the Balrog in the Mines of Moria. He and his companion Sam (Sean Astin) are lost in the Emyn Muil Badlands near Mordor and realize they are being tracked by Gollum (Andy Serkis), former possessor of the One Ring. They capture him and, despite Sam’s misgivings, decide to use him as a guide.

Aragorn (Viggo Mortenson), Legolas (Hugo Weaving), and Gimli (John Rhys-Davies) pursue the Uruk-Hai orcs to rescue Merry (Dominic Monaghan) and Pippin (Billy Boyd). The Uruk-hai are ambushed by the Rohirrim and the Hobbits escape into Fangorn Forest. The horsemen of the Rohirrim come upon Aragorn and the others and take them to their leader Eomer (Karl Urban) who tells them his people have been exiled by King Theoden (Bernard Hill) who is under the thrall of Saruman through the King’s slimy servant Grima Wormtongue (Brad Dourie). Searching Fangorn for the Hobbits, they encounter Gandalf the White, resurrected after destroying the Balrog in Moria. He has his Elven sword Glamdring and his white horse Shadowfax, King of the Horses.

Aragorn and the others travel to Edoras, capital of the Rohan, where Gandalf frees Theoden from Saruman’s influence and banishes Wormtongue. After learning of the coming Uruk-hai, King Theoden decides to decamp to Helm’s Deep, an ancient fortress, and Gandalf leaves to bring back Eomer’s banished army. Aragorn becomes friends with Theoden’s niece, who is head over heels about him. When the refugees are attacked by Warg-riding Orcs, Aragorn falls off a cliff and is presumed dead. However, he is awakened by his horse Brego and rides to Helm’s Deep. That evening, Elrond tells Arwen that Aragorn will not return. Even if he lives and becomes King of Gondor, she will die alone. Reluctantly, she departs for Valinor, where the Elves go.

In Fangorn Forest, Merry and Pippin meet Treebeard the Ent. The ancient Ents are tree-herds and resemble trees, though somewhat faster. Merry and Pippin are carried, slowly, to the Ent Council, where they debate for days and then decide to sit out the war. Pippin convinces Treebeard to take them to Isengard, where he sees the wholesale destruction of the forest by Saruman. Enraged, Treebeard calls the Ents and they attack Isengard, breaking down the dam and drowning all the Orcs. Saruman is stranded in the Orthanc tower.

A detachment of elves from Lothlorien turn up at Helm’s Deep. The Uruk-haii army attacks and the battle rages all night. The Uruk-hai breach the wall and force the defenders to retreat into the Deep. Aragorn convinces Theoden to ride out in one last charge. Gandalf and Eomer’s horsemen arrive at sunrise as he had promised, turning the tide of the battle. The Uruk-hai flee into Fangorn Forest and are decimated by the trees. Gandalf warns of Saruman’s retaliation.

Gollum leads Frodo and Sam through the Dead Marshes to the Black Gate, which is formidable, but he convinces them he has a safer way to go. Frodo and Sam are captured by rangers led by Faramir (David Wenham), brother of Boromir. Like Boromir, he is drawn to the ring. They want to kill Gollum, but Frodo helps them capture the poor wretch to save him. They are all taken to Gondor and brought before Faramir’s father Denathor (John Noble). While passing through Osgiliath, Sam tells Faramir how his brother was undone by the ring. Faramir is impressed by Frodo and releases him, along with Sam and Gollum. Gollum has a trap in mind as they enter Mordor.

Creating The Two Towers as a separate movie was a challenge, as there was no beginning or end to focus on in the book. They made the Battle of Helm’s Deep the climax. In the books, Theoden is simply depressed and deluded by Wormtongue; in the movie, he is possessed by Saruman. Arwen only appears in the appendices. The romance with Aragorn is largely a creation of the film. She is one of three females in the cast. The role of Treebeard was expanded. A 50-foot-wide miniature of Helm’s Deep was created for the movie. The battle took three months to film. They used 500 Maori warriors as extras, who ad-libbed Maori insults and stamping. The two towers, incidentally, are Barad-dur—Sauron’s tower in Mordor—and Orthanc—Saruman’s tower in Isengard.