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 memories 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 "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. Gollum agrees to guide 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. 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 in turn tells Aragorn of the slaughter, and the Three Hunters find their tracks to 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. Gandalf rides to find Éomer, and Éowyn seeks to know Aragorn better.
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PART 1
PART 2