Before leaving with the other members of The Fellowship of the Ring, Aragorn bid his Elven lover Arwen farewell. He asked her to leave the shores of Middle-earth to go with her people to the paradise of Valinor. Arwen refused, not wanting to leave the man she loved. As the Elves of Rivendell prepare to make their way to the boats that will take them from Middle-earth, Lord Elrond argues with his daughter about her choice not to leave with them. He tells her that while Aragorn will grow old and die, she will live her immortal life and suffer from being without him. Finally, Arwen decides to depart with her people. Elrond then confers with Lady Galadriel of Lothlorien. The two Elven leaders state that Sauron is summoning all evil to him in order to destroy the people of Middle-earth. They agree that Men must now claim the leadership of Middle-earth – otherwise it will be doomed.

Frodo and Sam travel through the maze that is Emyn Muil to seek a path to Mordor. They can sense that they are being followed. During the night, the creature Gollum tries to throttle Frodo in his sleep, the lure of the Ring calling out to him. The Hobbits manage to subdue Gollum, who pleads for Frodo to let him lead the two to Mordor. Feeling connected to Gollum through the Ring, Frodo agrees to let him be their guide even though Sam is leery of him. Once they make their way through Emyn Muil, they must pass through the Dead Marshes. It was long ago at that exact spot where Isildur cut the Ring from Sauron's finger. The bodies of the dead still soak in the murky waters. At one point, Frodo collapses in the swamp. Though Sam tries to repay the favor and save his friend from drowning, it's Gollum who ends up saving his life. Later on, as Frodo offers Gollum some lembas breads to eat, Sam becomes agitated at the fact that his friend is treating Gollum humanely. As they sleep, the shrieking holler of the Nazgul awakens them. Looking to the sky, they spot one of the Nine scouting the area from a fell beast. They seek shelter behind some nearby bushes and rocks, barely escaping a deadly fate.

When Frodo, Sam and Gollum finally reach the Black Gate that leads to the land of Mordor, the eager Frodo makes a quick run for the Gate as it is opened to allow in a group of Easternlings that are assembling to be part of Sauron's army. Knowing that his friend won't make it, Sam springs forward and uses his Elven cloak to shield him. While a small rock slide garners two Easternling's attention, the cloak has cleverly hidden Frodo and Sam under a "rock", and they aren't seen. Once the Easternlings are gone Frodo tries to make a second run as the Gate starts closing. Gollum pulls him aside, noting that there is an easier way in. He suggests they take a tunnel pass, which they agree to do.

During the night, Gollum begins to argue with his "other half”, Smeagol. Back in the Dead Marshes, Frodo reminded the creature that he was once like a Hobbit. Recalling his former life "Smeagol" finally emerges from the creature. He no longer feels a need to seek out the Ring, but rather just wants to help Frodo destroy it. In the morning, their breakfast is disrupted when a group of Harradrium riding huge elephant-like creatures called Mumakil pass by in the valley below. A fight ensues as a band of men from Gondor begin to fire arrows at the huge Mumakil. Frodo, Sam and Gollum try to take shelter nearby, but Frodo and Sam are captured by the Gondorians. Their leader is Faramir -- the Captain of the Gondorian army. Although a good-hearted man, war has taken its toll on Faramir. He decides to take the two Hobbits prisoner as a precaution.

They are taken to Faramir’s stronghold of Henneth Annun in Ithilien. After they arrive, Faramir and his men also capture Gollum, whom they find hiding in a waterfall catching fish. Several of the men torture him until Faramir calls them off. Elsewhere, Sam suggests to Frodo that he put on the Ring just this once to escape. Knowing that just possessing the Ring is draining him enough, the Hobbit refuses to put it on. Later, when Faramir interrogates the two, they speak of The Fellowship, including Boromir. Faramir reveals that he knows of Bomomir's fate, as Boromir was his brother. The memory of Boromir brings back a tragic moment in the Gondorian's life as he remembers his last encounter with him. It was only a few months before -- on the day when the two led Gondor's army to win back the town of Osgiliath. During the victory celebration they were approached by their father Denethor, who is the Steward of Gondor. As the overseer of the city in the absence of a king, it is Denethor's job to protect Gondor from harm. He has been summoned to Rivendell by Elrond to attend the Council. Having learned that the "weapon of the enemy" has been found, Denethor wants to retrieve it to use against Sauron. Feeling that Faramir is inadequate, he decides to send Boromir to Rivendell instead. Back in the present, Faramir finally has a chance to prove himself to his father if he can bring the Ring to him. Though Sam claims that it was the Ring that drove his brother mad, Faramir refuses to listen to reason. He determines that they will set out for Gondor at once.

While they pass through Osgiliath, a huge fell beast swoops down with a Nazgul riding on his back. Feeling that all hope of reaching Mordor is lost, Frodo exposes the Ring and makes his way slowly over to the Nazgul. Noticing that his friend is about to commit suicide, Sam lunges forward, tackling him to the ground. Frodo reacts by pressing Sting to Sam's throat. Sam begs with his friend to remember who he is, which calms Frodo down. In the meantime, Faramir and his men fire arrows at the fell beast, warding it off. When Frodo explains to Sam that he feels all hope is lost, Sam tells his friend that it isn't -- that there is always some good left in the world that is worth fighting for. Inspired by Sam's speech, Faramir decides to release the Hobbits so they can continue their journey, despite knowing that without the Ring his life will be forfeited in his father's eyes. Later on, Faramir bids the threesome well as they prepare to head out. When he learns from Gollum that they are taking the path up the Stairs of Cirith Ungol, he recalls hearing that a great evil is said to live in the tunnel at the end of the path. Faramir grabs the creature by the neck, warning him that if he finds out that he has brought the Hobbits any harm, he will pay with his life. As Frodo, Sam and Gollum finally depart through the sewers, Sam tells Gollum that Faramir didn't mean him any harm. Agitated by the ill-treatment of Faramir, Gollum begins to argue with his "other half" again. He decides that he will lead the Hobbits to "her" and take the Ring once they are dead.

Aragorn, Legolas and Gimli travel across the plains of Rohan in pursuit of the Uruk-hai who kidnapped Merry and Pippin at Amon Hen. Elsewhere in Rohan, the Riders of Rohan -- an elite group of Rohirrim soldiers led by the honorable Eomer -- discover that King Theodan's son, Theodred, has been wounded in battle.. They take him back to his ailing father at the Golden Hall in Edoras, Rohan’s capital city. The King's chief advisor, Grima Wormtongue, accuses Eomer of subterfuge. He states that Theodan has banished Eomer and his men from Rohan. This greatly upsets Eomer's sister, Eowyn. She cannot believe that her Uncle would banish Eomer and his men, even in his current state. Meanwhile, Saruman orders his Uruk-hai and Orcs to cut down Fangorn Forest in order to have more materials to build weapons for Sauron's army. He also sends Hillmen from Dunland to destroy settlements throughout Rohan. On the plains of Rohan, the captured Merry and Pippin attempt to escape from their Uruk-hair captors when a disagreement ensues between the Uruks and a group of Orcs that joined them. It's only when Eomer and his Riders storm into the encampment on horseback to attack the creatures that they finally make it. The next morning, the Riders happen upon Aragorn, Legolas and Gimli. Aragorn and his friends learn of Theodan's ailing condition, as well as Eomer's attack on the encampment, which Eomer claims left no one alive. The two groups part ways with Aragorn and company fearing the worst for their Hobbit friends. In Fangorn Forest, Merry and Pippin meet an Ent called Treebeard. Treebeard is a shepard of the forest, who at first believes they are Orcs. Ironically, in meeting them he saved them from Grishnakh, an Orc who managed to escape the slaughter at the encampment, and followed them into Fangorn. It’s not until Treebeard takes them to the "white wizard" that he learns they are not Orcs, but Hobbits.

The Three Hunters arrive at the Urks and Orc's encampment to discover, thanks to Aragorn's keen senses, that Merry and Pippin are still alive. The trail leads them into Fangorn, where they cross paths with Gandalf! The wizard is still very much alive. He explains that after he and the Balrog fell off the bridge, they battled deep into the pits of Moria until the battle left them both for dead. With much left to be done, higher powers returned him to earth as Gandalf the White -- the true embodiment of what Saruman should have been. He informs the Three Hunters that Merry and Pippin are safe with Treebeard, and calls forth his mare, Shadowfax. The four ride, bound for Rohan. Meanwhile, Treebeard has been ordered to return Merry and Pippin to the Shire. In a rather humorous moment, the Ent reads the Hobbits a long, winding poem he wrote himself, which puts the Hobbits to sleep. In Edoras, Eowyn is approached by the slimy Wormtongue when she goes to visit the ailing Theodred. After seeing that Theodred is now dead, Eowyn is told that he died in his sleep. Wormtongue then tries to make a move on her, but she storms out of the Golden Hall.

Not long after, Gandalf and company arrive in Edoras. They travel up a hill to reach the Golden Hall, and are stopped at the doors by Hama, who is one of King Theodan's most trusted warriors. Despite knowing who Gandalf is, he demands that they all surrender their weapons to him by Wormtongue's orders. They do, except Gandalf retains his staff. When Gandalf encounters the ailing king, he knows right away that he isn't of his own mind. He uses his powers to cast Saruman out of the King. Back to his right mind, Theodan banishes Wormtongue from the land. Afterward, Theodan holds a funeral for his late son. In the meantime, Wormtongue rides into Isengard to confront Saruman, who he has been secretly aligned with the entire time.

Knowing that his people won't be safe in Edoras, King Theodan has no other choice than to abandon the city. He will lead them to the refuge of Helm's Deep -- an unbreachable fortress built against the mountains. Knowing that Theodan will need help, Gandalf takes ride on Shadowfax to find Eomer and his men. As the people of Rohan prepare for the treacherous journey to Helm's Deep, Aragorn and Eowyn flirt with one another. Their flirtation continues during the journey. Meanwhile, Saruman unleashes his warg riders to try stop the refugees from reaching their destination. A fierce battle erupts when the two sides clash. It costs Hama his life, seemingly killing Aragorn when he falls from a cliff. Though his comrades think him dead, Aragorn manages to survive the fall. On his way to meet up with the rest of the group at the Deep, he spots an army of more than one-thousand Uruk-hai that Saruman has unleashed. They are headed for Helm's Deep. Upon reaching the fortress, Aragorn has a happy reunion with his comrades. Though their numbers don't even come close to matching the Uruk-hai army, Aragorn urges Theodan not to go down without a fight. On the eve of the battle, a grouo of Elves led by Haldir of Lothlorien arrive to fight alongside the Rohirrim -- citing that Elves and Men once fought side-by-side, so now they must again. While Theodan believes that the walls of his fortress will remain unbreachable, unbeknownst to him Saruman has created an explosive powder that will blast them apart.

The battle at Helm's Deep lasts throughout the cold, rainy night. At first it seems that the battle might be winnable as those in the Deep topple over the long ladders that the Uruks use to climb up the wall. But when an Uruk-hai carrying Saruman's exploding powder in a bomb manages to blast a part of the wall open, the tide starts to turn drastically. Many soldiers of both the Men and the Elves fall. Haldir is among them. The Rohirrim and their allies continue to fight though. Legolas and Gimli even hold a friendly competition to see who can kill the most Uruk-hai. Elsewhere, Treebeard holds an Ent Moot with the other Ents after he learns that Saruman has been destroying Fangorn. Merry and Pippin are shocked to learn that the Ents plan to do nothing to retaliate. Just as they refuse to return to the Shire because they know it is their duty to go to war and keep it safe, they believe the Ents are part of the land and should fight to keep it that way. However, when Treebeard witnesses Saruman’s wreckage first-hand, he finally decides that the Ents will storm Isengard and seek retribution.

Now that the Uruk-hai have nearly overrun Helm’s Deep, all hope seems lost for the Rohirrim and their allies. Theodan asks Aragorn to ride out with him in one final charge against the enemy. As they do, followed by Theodan's second-in-command, Gamling, and several others, Gandalf arrives with Eomer and the Riders of Rohan. The wizard’s staff reflects the sunlight, blinding the Uruk-hai as Eomer and his men charge with the wizard into the fray. Meanwhile, the Ents and Merry and Pippin storm Isengard. Saruman and Wormtongue watch in horror from Orthanc as the Ents flood the forges and factories that the evil wizard had built in place of trees and gardens. Back at the Deep, the remaining Uruks retreat when they realize they no longer stand a chance of winning. The battles at Helm’s Deep and Isengard may be over, but the battle for Middle-earth has just begun.

Starring: Elijah Wood (Frodo), Ian McKellen (Gandalf), Liv Tyler (Arwen), Viggo Mortensen (Aragorn), Sean Astin (Sam), Cate Blanchett (Galadriel), John Rhys-Davies (Gimli), Bernard Hill (Theodan), Christopher Lee (Saruman), Billy Boyd (Pippin), Dominic Monaghan (Merry), Orlando Bloom (Legolas), Hugo Weaving (Elrond), Miranda Otto (Eowyn), David Wenham (Faramir), Brad Dourif (Wormtongue), Andy Serkis (Gollum), Sean Bean (Boromir), Karl Urban (Eomer), Craig Parker (Haldir), John Noble (Denethor)

Co-Starring: Bruce Allpress (Aldor), John Bach (Madril), Jed Brophy (Sharku/Snaga), Phil Grieve (Hero Orc), Gamling (Bruce Hopkins), Nathaniel Lees (Ugluk), Robbie Magasiva (Mauhur), Bruce Phillips (Rohan Soldier), Phillip Spencer-Harris (Ranger 1), Ray Trickett (Bereg), Sala Baker (Man Flesh Uruk), Sam Comery (Eothain), Calum Gittins (Haleth), Paris Howe Strewe (Theodred), Timothy Lee (Wildman), Hama (John Leigh), Robyn Malcom (Morwen), Robert Pollock (Mordor Orc), Olivia Tennet (Freda), Stephen Ure (Grishnakh), John Rhys-Davies (Voice of Treebeard)

Directed by Peter Jackson
Screenplay by Fran Walsh, Philippa Boyens, Stephen Sinclair, Peter Jackson
Based on the Book by J.R.R. Tolkien
Producers: Barrie M. Osborne, Peter Jackson
Producers: Fran Walsh, Tim Sanders
Executive Producers: Mark Ordesky, Bob Weinstein, Harvey Weinstein
Executive Producers: Robert Shaye, Michael Lynne
Director of Photography: Andrew Lesnie, A.C.S.
Production Designer: Grant Major
Film Editor: Michael Horton with Jabez Olssen
Co-Producer: Rick Porras, Jamie Selkirk
Costume Designers: Ngila Dickson, Richard Taylor
Music Composed, Orchestrated and Conducted by Howard Shore