[sound effects - a rustle like wind in branches, only there are no more trees in Isengard, right? Saruman looks around, puzzled - then his eyes widen in horror and he about jumps out of his skin before leaping off the platform and sprinting as fast as he can, beard and robes trailing behind him for his speed, magic powers completely forgotten as he flees in undignified panic from an enraged Quickbeam.]

[CUT to Saruman on the inside, slamming the door and panting against it, then his gasping panic turning to cold fury as he pulls himself together to work on defensive measures like napalm... (30 seconds)]

CUT to a foreground shot of a forlorn pile of carved chests, dismantled trestle furniture and household goods lying by the wayside, in the distance the column of evacuees far ahead (MUSIC) (1 minute)]

Gandalf: [to Legolas]
Your eyes can tell a sparrow from a finch a league off. 

[pointing]

Tell me, can you see anything away yonder towards Isengard?

[the Elf shades his eyes with his hand & obediently stares ahead and to the right. His voice is a bit distant and there are pauses when he answers, like someone reporting data off an unclear radar screen]

Legolas: [frowning]
Many miles lie between . . . I can see a darkness. . . . . There are shapes moving in it, great shapes far away on the bank of the river . . . but what they are I cannot tell. It is not mist or cloud that defeats my eyes: there is a veiling shadow that some power lays upon the land, and it marches slowly down stream.

[gives Gandalf a puzzled look]

It is as if the twilight under endless trees were flowing downwards from the hill.

Gandalf: [grim]
And behind us comes a very storm of Mordor. 

[shaking his head] 

It will be a black night.

(45 seconds)

Ceorl:
Is Éomer here? You come at last, but too late . . . and with too little strength. Things have gone evilly since Théodred fell. 

[VO as he speaks to the events related, montage clips, we're getting our money's worth out of the battle of 2nd Isen filming, and no mistake; plenty of Wolf-riders and melee fighting]

We were driven back yesterday over the Isen with great loss; many perished at the crossing. Then at night fresh forces came over the river against our camp. All Isengard must be emptied; and Saruman has armed the wild hillmen and herd-folk of Dunland beyond the rivers, and these also he loosed upon us. We were overmastered. The shield-wall was broken. 

[we see that guy with the red shield who was there when the Prince was killed waving his soldiers along in an almost-orderly retreat]

Erkenbrand of Westfold has drawn off those men he could gather towards his fastness in Helm's Deep. The rest are scattered. 

[FADE back to the red glow on the faces of the Riders - Ceorl looks up and stares at them bleakly]

Where is Éomer? Tell him there is no hope ahead. He should return to Edoras before the wolves of Isengard come there.

[Théoden urges Snowmane forward from behind his bodyguards]

Théoden:
Come, stand before me, Ceorl! I am here. The last host of the Eorlingas has ridden forth. It will not return without battle.

[the Rider looks blank for an instant, then amazed and newly hopeful as he stands to attention, then draws his sword (note: with historical accuracy, it is notched and scratched from combat) and falls on one knee, offering it as did Éomer and the guards in "The King of the Golden Hall" sequence]

Ceorl:
Command me, lord! And pardon me! I thought--

[as they speak, Gandalf urges Shadowfax ahead of the column and stares off intently at Isengard, thinking]

Théoden: [bittersweet smile]
You thought I remained in Meduseld bent like an old tree under winter snow. So it was when you rode to war. But a west wind has shaken the boughs. 

[to his aides-de-camp]

Give this man a fresh horse! Let us ride to the help of Erkenbrand!

[Gandalf trots back up to them]

Gandalf: [urgently]
Ride, Théoden, to Helm's Deep! Go not to the fords of Isen, and do not tarry in the plain! I must leave you for a while on a swift errand.

[to Aragorn, Éomer et al]

Keep well the Lord of the Mark till I return. Await me at Helm's Gate! Farewell!

[Shadowfax gallops off. Snowmane rears and whinnies, wanting to follow, but Théoden reins him in. One of the Guards we saw when the Company arrived in Edoras turns uneasily to his supervisor:]

Guard: [worried]
What does that mean?

Háma: [shrugging]
That Gandalf Greyhame has need of haste. Ever he goes and comes unlooked for.

Guard: [meaningful]
Wormtongue, were he here, would not find it hard to explain.

Háma: [calmly]
True enough -- but for myself, I will wait until I see Gandalf again.

Guard: [still troubled]
Maybe you will wait long.

[The expeditionary force changes course and rides on through the twilight towards Helm's Deep. Long shots of the terrain, showing the valleys and defenses in the distance so we can see how attackers of the castle are forced to bottle themselves in the ravine leading up to it.]

Scout:
We have found many lying slain. And we have met scattered companies, going this way and that, leaderless. What has become of Erkenbrand none seem to know. It is likely that he will be overtaken ere he can reach Helm's gate, if he has not already perished.

Théoden:
Has aught been seen of Gandalf?

Scout:
Yes, lord. 

[VO as he speaks of Gandalf riding like a whirlwind in the distance]

Many have seen an old man in white upon a horse, passing hither and thither over the plains like wind in the grass. Some thought he was Saruman. It is said that he went towards Isengard. 

[FADE to a shot of Wormtongue on a horse trotting hard in the midst of a guard of Uruk-hai]

Some say also that Wormtongue was seen earlier, going northward with a company of Orcs.

Théoden:
It will go ill with Wormtongue, if Gandalf comes upon him. Nonetheless I miss now both my counsellors, the old and the new. But in this need we have no better choice than to go on, as Gandalf said. --Is it known how great is the host that comes from the North?

Scout:
Very great. He that flies counts every foeman twice -- yet I have spoken to stouthearted men, and I do not doubt that the main strength of the enemy is many times as great as all that we have here.

Éomer: [earnest]
Then let us be swift. Let us drive through such foes as are already between us and the fastness. There are caves in Helm's Deep where hundreds may lie hid, and secret ways lead thence up on to the hills.

Théoden: [realistic]
Trust not to secret ways. Saruman has long spied out this land. Still in that place our defence may last long. Let us go!

[PAN with the horses as Aragorn and Legolas move up to join Éomer and Gimli in the vanguard]

Éomer: [grim]
It will not be long, I fear, ere the coming of the king's host will be known to the leader of our enemies, Saruman or whatever captain he has sent forth.

[enemy war songs can be heard faintly in the distance. Looking back, they can see things burning: torches being carried, houses set on fire]

Théoden:
They bring fire, and they are burning as they come, rick, cot, and tree. This was a rich vale and had many homesteads. Alas for my folk!

Aragorn:
Would that day was here and we might ride down upon them like a storm out of the mountains! It grieves me to fly before them.

Éomer:
We need not fly much further. Not far ahead now lies Helm's Dike, an ancient rampart scored across the Coomb. There we can turn and give battle.

Théoden: [older commander to younger enthusiasm]
Nay, we are too few. It is a mile long or more, and the breach in it is wide.

Éomer: [respectful contradiction]
At the breach our rearguard must stand, if we are pressed.

Sentinel:
Stay! Who seeks to pass?

Éomer:
The Lord of the Mark rides to Helm's Gate. I, Éomer son of Éomund, speak.

Sentinel:
This is good tidings beyond hope! Hasten! The enemy is on your heels.

[they move aside and let the relief forces pass through onto the hillside leading up to the Gates; the commander of the garrison talks to Théoden and Éomer.]

Éomer:
How many men are here?

Gamling:
Maybe, we have a thousand fit to fight on foot. But most of them have seen too many winters, as I have, or too few, as my son's son here.

[nods towards a young teenager]

What news of Erkenbrand? Word came yesterday that he was retreating hither with all that is left. 

Éomer: [shakes head grimly]
I fear that he will not come now. Our scouts have gained no news of him, and the enemy fills all the valley behind us.

Théoden: [sighing]
I would that he had escaped. In him lived again the valour of Helm the Hammerhand. But we cannot await him here. We must draw all our forces now behind the walls.

[to Gamling]

Are you well stored? We bring little provision, for we rode forth to open battle, not to a siege.

Gamling:
Behind us in the caves of the Deep are three parts of the folk of Westfold, old and young, children and women. But great store of food, and many beasts and their fodder, have also been gathered there.

Éomer: [nods]
That is well. They are burning or despoiling all that is left in the vale.

Gamling: [dark humour]
If they come to bargain for our goods at Helm's Gate, they'll pay a high price.

[Théoden and the riding from Edoras now dismount and lead their horses over the bridge and up the ramp into the Gates. PAN up to show the (correctly) 20' (6m) wall, with its outward overhang at the top, and CUT back to Legolas and Gimli, who have never seen it before, staring at the impressive fortifications. (Note: there is a narrow catwalk running around the outside of the wall, on a level with or a little above the causeway; it could take the form of a sunken road about 18" (.5m) wide, and look just like a stage in the rising foundations from a distance)]

Éomer: [proud]
It is called the Hornburg - a trumpet sounded on the tower echoes in the Deep as if all the armies of the Forgotten Days were riding forth. When Mundburg was greater, the sea-kings built this fastness. They were giants then.

[he glances at Aragorn, his expression changing to bemusement]

Those were your people!

[the Ranger nods wryly, while Éomer begins to smile again, despite his worry, as they cross the courtyard. ZOOM back through the Gates showing how little lead they have, focus in on the Isengarders marching through burning things, close-up with their torches and rams.]

[ZOOM out and up, covering a lot of the citadel's layout (ie. inner court, the way to the caves, the various stairs) to where two familiar figures are occupying a stretch of the rampart. Legolas (in hauberk and spangenhelm) is sitting on top of the rampart, which is about 4.5' (1.3m) high (with spaced-out arrow-slits) looking down at Gimli, who is leaning casually against the wall, inspecting the stonework with an approving professional eye. Behind the forlorn-looking Elf can be seen the lines of torchbearing marchers and blazes springing up in their wake.)]

Gimli:
This is more to my liking.

[stamping against the pavement]

There is good rock here. This country has tough bones. I felt them in my feet as we came up from the dike. Give me a year and a hundred of my kin and I would make this a place that armies would break upon like water.

Legolas: [smiling a little]
I do not doubt it. But you are a dwarf, and dwarves are strange folk. I do not like this place, and I shall like it no more by the light of day. But you comfort me, Gimli, and I am glad to have you standing nigh. I wish there were more of your kin among us. 

[looking out at the lines of fire moving steadily closer, sighing]

But even more would I give for a hundred good archers of Mirkwood. We shall need them. The Rohirrim have good bowmen after their fashion, but there are too few here, too few.

Gimli: [shakes his head]
It is dark for archery. Indeed it is time for sleep. Sleep! I feel the need of it, as never I thought any dwarf could. Riding is tiring work. 

[he snorts in amusement. Making a testing arc with his axe:]

Yet give me a row of orc-necks and room to swing and all weariness will fall from me.

[CUT to another part of the Wall, where the watchers see the lines of fires come up to the Dike -- shouts, screams, war-cries and movement. The Riders at the breach pull back to the Tower, bringing news of the first engagement to the Marshal.]

Westfold-man:
The enemy is at hand! 

Another Westfolder: [panting]
--We loosed every arrow that we had, and filled the Dike with Orcs. But it will not halt them long. Already they are scaling the bank at many points, thick as marching ants. 

Gamling: [grim satisfaction]
But we have taught them not to carry torches.

[the enemy fills the space below, and is revealed by lightning as they pour in through the breach. They shoot arrows up over the wall, but the disciplined Rohirrim do not return the barrage. Enemy trumpets signal a charge for the Gates. Finally the defenders loose bows and slings at the attackers. This deters them briefly, but after a bit of yelling and building up their morale they rally to try again, and are again repulsed by hail of darts and rocks. Several charges later they get up close, allowing a coordinated ram/archery attack.]

Aragorn: [to Éomer]
Come! This is the hour when we draw swords together!

[they run to the outer courtyard, recruiting a small band of crack swordsmen (Éothain among them) for their foray out the postern gate; Gimli, bored leaning against the wall waiting for the fight to get to them, perks up and hurries after them quietly.]

Éomer:
Gúthwinë! Gúthwinë for the Mark!

Aragorn:
Andúril! Andúril for the Dúnedain!

[charging from the side along the narrow path, they hurl themselves upon the wild men and Orcs, Andúril glowing with a white Elvish fire. From above:]

Defenders:
Andúril! Andúril goes to war. 
--The Blade that was Broken shines again!

[the rammers must put down the rams and defend themselves against this surprise attack from an unexpected direction; the Mark commandos successfully drive them back. They halt, panting, to inspect the damage - Aragorn looks up at the bent, cracked gates]

Aragorn:
We did not come too soon.

Éomer: 
Yet we cannot stay here to defend them. Look!

[points to the causeway, where the enemy are starting to regroup and shoot arrows at them]

We must get back and see what we can do within.

[they all start back inside; about a dozen Orcs who have been playing dead among the fallen jump up and spring after them. Two tackle Éomer, but before they can kill him, Gimli springs out of the shadows swinging his axe.]

Gimli:
Baruk Khazad! Khazad ai-ménu!

[he decapitates the two assassins and the rest flee back while Éomer staggers up before Aragorn can reach him to help]

[SEGUE to inside, portal now closed and blocked with big blocks of stone]

Éomer:
I thank you, Gimli son of Glóin! I did not know that you were with us in the sortie. But oft the unbidden guest proves the best company. How came you there?

Gimli: [shrugging]
I followed you to shake off sleep, but I looked on the hillmen and they seemed overlarge for me, so I sat beside to see your sword-play.

Éomer: [grateful]
I shall not find it easy to repay you.

Gimli: [shrugging]
There may be many a chance ere the night is over.

[CUT to the Wall as Gimli comes up the stair to where his friend is by one of the arrow-slits: below we can see the Riders are methodically building up a huge reinforcing mound of timbers and stones behind the damaged gates]

Gimli:
Two!

Legolas:
Two? I have done better, though now I must grope for spent arrows; all mine are gone. Yet I make my tale twenty at the least. 

[gloomy]

But that is only a few leaves in a forest.

[the Moon comes out, revealing the invaders getting worked up to try again. They make charge after charge, ropes thrown up, ladders flung up and pushed down, the dead pile high at the foot of the wall. Sneak attack through the drain, coordinated to use the distraction of the charges on the Wall. Gimli spots them, leaps down and sounds the alarm.]

Gimli:
Khazad! Khazad!

[fighting, he shouts up to the next level:]

Ai-oi! The Orcs are behind the wall! Ai-oi! Come, Legolas! There are enough for us both. Khazad ai-ménu!

Gamling:
The Orcs are in the Deep! Helm! Helm! Forth Helmingas!

[Gamling the Old leads a counterattack, the Orcs are pushed back into Aglarond, there cornered and killed by the cave guardians, some of whom are women armed and capable]

Gimli:
Twenty-one! Now my count passes Master Legolas again.

Gamling: [looking at the culvert, shaking his head]
We must stop this rat-hole. 

[to Gimli]

Dwarves are said to be cunning folk with stone. Lend us your aid, master!

Gimli: [bemused]
We do not shape stone with battle-axes -- nor with our fingernails. But--

[Montage shots of him directing the Riders to pack in the outlet with rubble and boulders, indicating better positioning, FADE to the blocked culvert as the stream starts to fill in the lower level of the Keep quickly.]

Gimli:
It will be drier above. 

[clapping the old commander on the shoulder]

Come, Gamling, let us see how things go on the wall!

[a break in the action while both sides regroup and plan another round]

Gimli: [to Legolas]
Twenty-one!

Legolas:
Good! But my count is now two dozen. It has been knife-work up here.

[more battle. the front-line commanders lean on their swords, exhausted, and look at each other as the shouts and clangs continue below]

Aragorn: 
This is a night as long as years. How long will the day tarry?

Gamling: [climbing up beside them]
Dawn is not far off. But dawn will not help us, I fear.

Aragorn:
Yet dawn is ever the hope of men.

Gamling:
But these creatures of Isengard that the foul craft of Saruman has bred, they will not quail at the sun. And neither will the wild men of the hills. Do you not hear their voices?

Éomer: [grimacing]
I hear them, but they are only the scream of birds and the bellowing of beasts to my ears.

Gamling:
Yet there are many that cry in the Dunland tongue. I know that tongue. It is an ancient speech of men, and  once was spoken in many western valleys of the Mark. Hark! They hate us, and they are glad; for our doom seems certain to them. 

[VO as he speaks to the Dunlendings below, giving free rein to their bloodlust and anticipatory  vengeance]

"The king, the king!" they cry. "We will take their king. Death to the Forgoil! Death to the Strawheads! Death to the robbers of the North!" Such names they have for us. Not in half a thousand years have they forgotten their grievance that the lords of Gondor gave the Mark to Eorl the Young and made alliance with him. 

[FADE to Gamling the Old shaking his head as he finishes explaining local politics] 

That old hatred Saruman has inflamed. They are fierce folk when roused. They will not give way now for dusk or dawn, until Théoden is taken, or they themselves are slain.

Aragorn:
Nonetheless day will bring hope to me. Is it not said that no foe has ever taken the Hornburg, if men defended it?

Éomer: [wry]
So the minstrels say.

Aragorn:
Then let us defend it, and hope!

[as he finishes speaking  enemy trumpets blare, signalling another blast as the culvert is re-opened and simultaneously a hundred or so ladders flung up against the wall. The enemy swarms in from both sides and levels. The defenders are split in the melee, some into the Deep towards the caves, pushed back step by step, others cutting their way across to the citadel. Aragorn  holds the rearguard to the Hornburg, scaring off the enemy with Andúril's flame to give everyone who can time to get inside. Legolas kneels at the top of the stairs, looking out from behind the door-arch and covering him with his last arrow]

Legolas: [calling]
All who can have now got safe within, Aragorn. Come back!

[Aragorn turns and runs, but stumbles from exhaustion. The Orcs rush up to grab him. Legolas shoots the first one down; the others jump over him and run towards Aragorn who is dashing up the stairs. High overhead, some of the Riders are working to fling down a block of stone from the upper tier; they succeed in heaving it into middle of the attackers, and Aragorn makes it to the door which is slammed behind him with a clang.]

Aragorn: [wiping his forehead]
Things go ill, my friends.

Legolas:
Ill enough, but not yet hopeless, while we have you with us. Where is Gimli?

Aragorn: [shaking his head, panting]
I do not know. I last saw him fighting on the ground behind the wall, but the enemy swept us apart.

Legolas:
Alas! That is evil news.

Aragorn:
He is strong. Let us hope that he will escape back to the caves. There he would be safer than we. Such a refuge would be to the liking of a dwarf.

Legolas:
That must be my hope. But I wish that he had come this way. I desired to tell Master Gimli that my tale is now thirty-nine.

Aragorn: [one-sided grin]
If he wins back to the caves, he will pass your count again. Never did I see an axe so wielded.

[Legolas tries to smile at the encouragement]

Legolas:
I must go and seek some arrows. Would that this night would end, and I could have better light for shooting.

[Aragorn goes into the interior of the citadel and talks to the soldiers there, asking if anyone has seen Éomer:]

Westfold-man:
Nay.

[Aragorn's expression changes from worry to dismay: the soldier tries to reassure him:]

I last saw him gathering men about him and fighting in the mouth of the Deep. Gamling was with him, and the dwarf, but I could not come to them.

[camera tracks along with Aragorn striding through the inner court and up some stairs to a room overlooking the valley. Théoden is there surveying the battle.]

Théoden: [quietly]
What is the news, Aragorn?

Aragorn:
The Deeping Wall is taken, lord, but many have escaped hither to the Rock. 

Théoden:
Is Éomer here?

Aragorn:
No, lord. 

[VO - we see Éomer, Gamling, and many others, some from Edoras, some from the Hornburg garrison, fighting a rearguard action into the Caves. Gimli, his face covered in blood, is one of the last to fall back through the narrow passage, and the camera tracks in with him, close-up on his tired, frustrated expression as he moves back with the Rohirrim to guard the entryway -- then something catches his attention and he looks up and behind them into the shadows in shock--]

But many of your men retreated into the Deep; and some say that Éomer was amongst them. In the narrows they may hold back the enemy and come within the caves. 

[CUT back to Aragorn and Théoden in the tower above]

What hope they may have then I do not know.

Théoden:
More than we. "Good provision," it is said. And the air is wholesome there because of the outlets through fissures in the rock far above. They may hold out long.

Aragorn:
But the Orcs have a blasting fire, and with it they took the Wall. If they cannot come in the caves, they may seal up those that are inside. But now we must turn all our thought to our own defence.

Théoden: [grimacing]
I fret in this prison. If I could have set a spear in rest, riding before my men upon the field, maybe I could have felt again the joy of battle, and so ended. But I serve little purpose here.

Aragorn: [reasonable tone]
Here at least you are guarded in the strongest fastness of the Mark. More hope we have to defend you in the Hornburg than in Edoras, or even at Dunharrow in the mountains.

Théoden:
It is said that the Hornburg has never fallen to assault, but now my heart is doubtful. The world changes, and all that was once strong now proves unsure. How shall any tower withstand such numbers and such reckless hate? 

[shaking his head]

Had I known that the strength of Isengard was grown so great, maybe I should not so rashly have ridden forth to meet it, for all the arts of Gandalf. His counsel seems not now so good as it did under the morning sun.

Aragorn: [pleading]
Do not judge the counsel of Gandalf, until all is over, lord.

Théoden: [bluntly]
The end will not be long. 

[he looks out at the fighting and the burning countryside, his hands clasped behind his back, his voice steady:]

But I will not end here, taken like an old badger in a trap. Snowmane and Hasufel and the horses of my guard are in the inner court. 

[turns back to look at Aragorn directly, very calm]

When dawn comes, I will bid men sound Helm's horn, and I will ride forth. Will you ride with me then, son of Arathorn? Maybe we shall cleave a road, or make such an end as will be worth a song - if any be left to sing of us hereafter.

[pause]

Aragorn:
I will ride with you.

[CUT to the outside of the Fortress, as the Riders work at trying to take back the outer Wall and stop more invaders from getting over it. Montage clips of Aragorn and Legolas making the circuit of the defenses, encouraging the Rohirrim and pitching in wherever people are getting overwhelmed by the grappling hooks and ladders. Multiple explosions, not all of which are successful in doing much damage, but which are very good at causing distraction and demoralization. The whole thing very fluid, realistic "fog-of-war" style, not the stylized modern view of "medieval" warfare -- street fighting, trench fighting, not "Robin Hood." Aragorn comes to the arc of the Gates, looks up and sees the sky starting to lighten in the east. Using the nearest arrow slit he climbs up and stands with his left hand raised in parley. (deliberate visual comparison to the Argonath)]

Orcs: [overlapping chorus]
Come down! 
--Come down! 
If you wish to speak to us, come down! 
--Bring out your king! 
We are the fighting Uruk-hai!

Aragorn:
The king stays or comes at his own will.

Orcs: [sarcastic]]
Then what are you doing here? 
--Why do you look out? 
Do you wish to see the greatness of our army? 
We are the fighting Uruk-hai.

Aragorn:
I looked out to see the dawn

Orcs:
What of the dawn? 
--We are the Uruk-hai: we do not stop the fight for night or day, for fair weather or for storm. 
--We come to kill, by sun or moon. What of the dawn?

Aragorn:
None knows what the new day shall bring him. Get you gone, ere it turn to your evil.

Orcs:
Get down or we will shoot you from the wall. 
--This is no parley. You have nothing to say.

Aragorn:
I have still this to say. 

[deliberate emphasis]

No enemy has yet taken the Hornburg. Depart, or not one of you will be spared. Not one will be left alive to take back tidings to the North. You do not know your peril.

[he jumps down as they start shooting at him, then blow up the archway with blasting-fire. Aragorn runs to the tower. The Orcs start cheering, moving in to come in over the crater that used to be the gates - but then there is a strange sound behind them in the Coomb, like a high wind in distant trees, and alarmed yells arise from the back ranks. At this moment the horn of Helm rings out, deep and clear, echoing through the valley and the enemies cover their ears. Instead of fading, the echoes grow louder and louder, and the men look around in astonishment at this mystery:]

Riders: [rallying]
Helm! Helm! 
--Helm is arisen and comes back to war! 
Helm for Théoden King!

[Théoden rides out on Snowmane, spear in hand, his golden shield flashing in the half-light like the rising sun, with Aragorn on Hasufel at his right, behind him Gúthlaf (with banner), Háma, Déorwine, Glëowine, and others whom we saw at Edoras, and Legolas on Arod. They surge over the rubble and charge down the causeway, shouting, followed by all the surviving defenders of the Hornburg, coming from the tower and the Caves at the sound of the horncalls.]

[The enemy is flung back down the quarter-mile slope and begins to retreat before this unexpected onslaught - but as they come to the Deeping Wall and shove themselves through the gap, they stop in gibbering panic: the Forest has come up to a quarter mile from the Dike. Disorganized and demoralized, the Orcs and Dunlendings try to flee on all sides as the Rohirrim charge comes down on them, but the right side of the valley (from Théoden's POV) is too steep for them to climb, and as the routed Isengarders turn to the west, Gandalf rides to the crest of the ridge, followed by a host of Rohirrim, and marching in their center, we finally see that Marshall Erkenbrand (red shield) is still alive after all. He is sounding the signal of their arrival on his warhorn, explaining the mystery of the "echoes." PAN across the stunned, delighted faces of the King's party:]

Riders: [cheering]
Erkenbrand! Erkenbrand!

Aragorn:
Behold the White Rider! Gandalf is come again!

Legolas:
Mithrandir! Mithrandir! This is wizardry indeed! Come! I would look on this forest, ere the spell changes.

[disorganized movement among the Isengarders. The Horn sounds out again from the tower. Théoden's group charges down through the breach in the Dike, as the Lord of Westfold and his men charge down the ridge on the other side with Gandalf on Shadowfax. There is a terrible melee, in which Háma is pulled down, blocking an enemy atttack on Théoden, and hacked to pieces in an orgy of despairing vengeance by the Dunlendings. The Westfolders under their Marshall now reach the combat, fresher troops than the Hornburg garrison who have been fighting all night. As Gandalf comes into the fray, the Isengarders are completely overwhelmed by his aura of power and do not even try to fight him: the hillmen collapse and surrender, and the Orcs are routed into the Trees...]

[<Scene: The refugees of Edoras are making their way to Helm's Deep. Gimli, riding a horse, is talking to Éowyn who is walking.> 

Gimli: 
It's true, you don't see many dwarf women. In fact, they are so alike in voice and appearance, that they're often mistaken for dwarf men.

(Éowyn smiles and turns back to look at Aragorn who is also riding.)

Aragorn: (Whispering and gesturing.)
It's the beards.

(A large smile comes across Éowyn's face.)

Gimli: 
And this in turn has given rise to the belief that there are no dwarf women. And that dwarves just spring out of holes in the ground. 

(Éowyn and Gimli laugh) 

Which is of course ridiculous.

(Gimli's horse starts to gallop and he falls to the ground. Éowyn runs up to help him, laughing all the while.)

Gimli: 
It's all right. It's all right. Nobody panic. It was deliberate. It was deliberate.

(Éowyn helps Gimli up and brushes dirt off him. Smiling she turns towards Aragorn, who smiles himself.)

<Scene: The vision of Éowyn's face slowly fades, replaced Aragorn smoking his pipe at night.> 

<Flashback to Rivendell.>

Arwen (v.o.): 
The light of the Evenstar does not wax and wane. It is mine to give to whom I will... like my heart. Go to sleep.

Aragorn: (Reclining on a divan in Rivendell)
I am asleep. 

(Aragorn opens his eyes.) 

This is a dream.

Arwen: 
Then it is a good dream. 

(They kiss.)

Sleep.

(Arwen steps away and looks out at the valley of Rivendell; Aragorn opens his eyes and turns to watch her.)

Aragorn: 
Minlu pedich nin i aur hen telitha. [You told me once... this day would come.]

Arwen: 
U i vethed na i onnad. Boe bedich go Frodo. Han bad lin. [This is not the end... it is the beginning. You must go with Frodo. This is your path.]

Aragorn: 
Dolen i vad o nin. [My path is hidden from me.]

Arwen: 
Si peliannen i vad na dail lin. Si boe u-dhannathach. [It is already laid before your feet. You cannot falter now.]

(Aragorn gets up and goes to her.)

Aragorn: 
Arwen.

Arwen: (Placing her fingers over his lips to stop his speech.) 
Ae u-esteliach nad, estelio han, estelio ammen. [If you trust nothing else, trust this, trust us.] 

(She touches the Evenstar pendant.)

Éowyn: 
Where is she? The woman who gave you that jewel?

<Flashback to Gilraen's grave in Rivendell. Aragorn and Elrond are talking.>

Elrond: 
Our time here is ending. Arwen's time is ending. Let her go. Let her take the ship into the West. Let her bear away her love for you to the Undying Lands. There it will be evergreen.

Aragorn:
But never more than a memory.

Elrond: 
I will not leave my daughter here to die.

Aragorn: 
She stays because she still has hope.

Elrond: 
She stays for YOU! She belongs with her people!

<Flashback to Rivendell. Members of the Fellowship can be seen preparing for departure. Aragorn is talking with Arwen.>

Aragorn: 
Edra le men, men na guil edwen, haer o auth a nir a naeth. [You have a chance for another life. Away from war... grief... despair.]

Arwen: 
Why are you saying this?

Aragorn: 
I am a mortal. You are elf kind. It was a dream, Arwen, nothing more. 

(Aragorn holds the Evenstar pendant out to Arwen.) 

This belongs to you.

Arwen: 
It was a gift. Keep it. 

(She curls his fingers back around it.)

<End of Flashback. Scene returns to Aragorn and Éowyn walking the horses.>

Éowyn: 
My lord?

Aragorn: 
She is sailing to the Undying Lands with all that is left of her kin.

(Háma and Gamling ride past Aragorn and Éowyn, scouting ahead of the refugees. They pass Legolas standing near the crest of a hill. Suddenly Hama's horse balks and rears.)

Gamling: 
What is it? Háma?

Háma: 
I'm not sure.

(A warg riding scout appears upon a hill above them. The warg leaps on Háma and his horse, knocking down the horse and throwing Háma.)

Háma: 
Screams! 

(Looks up and sees the wargs jaws just before he is killed.)

Gamling: 
Wargs!

(Legolas, who has been standing at the crest of a hill, runs up and shoots the Warg with an arrow, then cuts the throat of the rider. Aragorn runs to the crest of the hill.)

Legolas: (as he cuts an Warg Rider's throat)
Ha! A scout!

(Gamling rides back toward the refugees and Aragorn runs to his horse.)

Théoden: 
What is it? What do you see?

Aragorn: 
Wargs! We're under attack! Get them out of here!

(Legolas remains on the crest of the hill, watching the approaching warg riders.)

(Fear and confusion spread amongst the refugees.)

Théoden: 
All riders to the head of the column.

Gimli: (Who has been walking, tries to mount Arod.) 
Come on, get me up here. I'm a rider. 
(Men help him onto Arod.)

(Éowyn starts to mount the horse she is leading.)

Théoden: (to Éowyn) 
You must lead the people to Helm's Deep, and make haste.

Éowyn: 
I can fight!

Théoden: 
No! You must do this... for me.

Théoden to his riders: Follow me! Hya! (Rides forward to charge against the Wargs.)

Gimli: (As Arod backs up.) 
Forward. Charge forward!

Éowyn: 
Make for the lower ground.

Gimli: (Arod starts moving forward.) 
That's it, go on.

Éowyn: 
Stay together.

(Legolas begins shooting at the warg riders. As the Rohirrim crest the hill, Legolas swings himself onto Arod with Gimli while the horse is at a dead run. The Rohirrim and wargs crash into each other and begin fighting.)

(The fighting rages between the Rohirrim and the Warg Riders. Gimli falls from Arod. When he stands a warg prepares to charge him.)

Gimli: 
Bring your pretty face to my axe.

(Legolas rides up behind the Warg and kills it with an arrow.)

Gimli: 
ARRR! That one counts as mine!

(Gimli turns around to kill another warg, the warg falls on him and he is pinned underneath.)

Gimli: 
Stinkin' creature. 

(Pushing at the Warg to get it off him.) 

Oh, hoo!

(A warg rider appears over the top of the dead warg on top of Gimli. Gimli snaps his neck, sniffs the rider, and is disgusted. Another warg then climbs on top of the pile. Aragorn sees the problem, rides up, grabs a spear, and kills the warg before it can harm Gimli. Gimli groans as it falls on top of the pile.)

(The Rohirrim wage a battle. Members of both sides are killed or knocked off their mounts.)

(Aragorn is knocked off his horse in the battle. When another warg passes him, Aragorn jumps up behind Sharku bestowing a Glasgow kiss. Sharku knocks him off, but he grips the wargs harness and while being dragged he uses his knife to stab Sharku. Sharku pushes Aragorn away, grabbing the Evenstar pendant, and falls wounded off the warg. Aragorn is caught in the harness and cannot free himself from the warg. The warg runs headlong off a cliff, and takes Aragorn with him.)

(The battle is winding down. Wargs and warg riders are pursued and killed, or run away. Legolas begins looking around.)

(Gimli uses his ax to dispatch a wounded warg.)

Legolas: (Looking around.) 
Aragorn?

Gimli: (Looking around.) 
Aragorn?

(Legolas examines the ground near the cliff.)

(Sharku, lying wounded where he fell, laughs wickedly.)

Gimli: (Raising his ax.) 
Tell me what happened and I will ease your passing.

Sharku: 
He's... (cough)... dead! He took a little tumble off the cliff.

Legolas: (Grabbing the Sharku by his armor.) 
You lie!

(Sharku dies. Legolas discovers the Evenstar pendant clutched in his hand. Taking it he joins Théoden at the cliff's edge, looking for signs of Aragorn. Gimli follows. They look at the river below.)

(Gamling approaches.)

Théoden: (To Gamling.) 
Get the wounded on horses. The wolves of Isengard will return. Leave the dead. 

(Legolas looks up in shock. Théoden places a hand on his shoulder.) 

Come.

Refugees: 
At last! Helm's Deep. There it is, Helm's Deep. We're safe. 

(One of the women grips Éowyn by the shoulders.) 

We're safe m'lady. Thank you.

(The refugees enter Helms Deep. already crowded with other evacuees. Éowyn pauses and looks around, then heads into the halls.)

Freda:
Mama!

Morwen:
Eothain! 

(The children run to Morwen.)

Morwen:
Freda. (She embraces them and cries.)

<Scene: The Rohirrim, led by Théoden, enter Helm's Deep.>

Man: 
Make way for Théoden. Make way for the King.

Éowyn: (Runs to greet the returning warriors.) 
So few. So few of you have returned.

Théoden: (Dismounting)
Our people are safe. We have paid for it with many lives.

(Reaching up to help down an injured rider.)

Gimli: (Approaches Éowyn) 
My lady.

Éowyn: 
Lord Aragorn. Where is he?

Gimli: (Sadly) 
He fell.

(Éowyn looks toward the King. Tears well in her eyes.)

<Scene: Refugees stream up the causeway.>

Théoden: 
Draw all our forces behind the wall. Bar the gate, and set a watch on the surround.

Gamling: 
What of those who cannot fight, my lord? The women and children?

(Théoden, Gamling and other Rohirrim descend the steps of the Deeping Wall.)

Théoden: 
Get them into the caves. Saruman's arm will have grown long indeed if he thinks he can reach us here.

(As they pass we see a culvert, crawling with rats, and surrounded with refugees.)

<Scene: Interior of Orthanc.> 

Grima: (Holding a candle.) 
How... how can fire undo stone? What kind of device could bring down the wall?

(Grima gets a little too close to the explosives with his candle and Saruman pushes him back.)

Saruman: (Passes from one chamber, past the Palantir toward a balcony.) 
If the wall is breached, Helm's Deep will fall.

Grima: (Follows Saruman, his candle guttering.) 
Even if it is breached, it would take a number beyond reckoning, thousands, to storm the keep.

Saruman: 
Tens of thousands. 

(He Reaches his balcony.)

Grima: 
But my lord, there is no such force!

(As Saruman emerges onto the balcony, a horn is heard and his vast army cheers.)

Saruman: (To the army) 
A new power is rising. Its victory is at hand. This night, the land will be stained with the blood of Rohan. March to Helm's Deep. Leave none alive. 

(Much cheering.) 

To war!! There will be no dawn for men.

(Grima sheds one tear. The army marches away.)

<Scene: The River. > 

(Aragorn floats gently ashore. Arwen is seen lying on her bed, and then she materializes over Aragorn who is lying on his back, and kisses him gently.)

Arwen: 
May the grace of the Valar protect you.

(As Aragorn opens his eyes, the vision of Arwen disappears.)

(Aragorn is on his side, now fully out of the water. A horse comes to him and nuzzles him.)

Aragorn: 
Brego.

(Brego kneels and Aragorn pulls himself onto Brego's back with difficulty.)

<Scene: Rohan. Aragorn rides beyond some rocks and sees the army of Isengard at a distance, marching towards Helms Deep. He backs away and begins to ride with more urgency. He crests a hill and we see Helm's deep in the distance.> (5:32)

Aragorn: 
Mae carnen, Brego, mellon nin. [Well done, Brego, my friend.]

(Aragorn rides up the causeway into Helm's Deep.)

Villager: 
He's alive!

Gimli: (Pushing his way through the refugees.) 
Where is he? Where is he? Get out of the way! I'm gonna kill him! 

(Seeing Aragorn.) 

You are the luckiest, the canniest and the most reckless man I ever knew. Bless you, laddie. 

(They embrace.)

Aragorn: 
Where is the King?

(Gimli nods his head in the direction of the keep. Aragorn makes his way toward the King, he encounters Legolas.)

Legolas: 
Le ab-dollen. [You're late.] You look terrible.

(Éowyn sees Aragorn and begins to rush over to him. She stops herself when she sees Legolas hand Aragorn the Evenstar pendant.)

Aragorn: 
(Exchanging a smile with Legolas.) Hannon le. [Thank you.]

(Aragorn enters Théoden's chamber, throwing the doors wide.)

<Scene: We see Théoden discussing Aragorn's news with Aragorn, Legolas, Gimli, Gamling and his Captains.>

Théoden: 
A great host you say.

Aragorn: 
All Isengard is emptied.

Théoden: 
How many?

Aragorn: 
Ten thousand strong at least.

Théoden: 
Ten thousand?

Aragorn: 
It is an army bred for a single purpose. To destroy the world of men. They will be here by nightfall.

Théoden: (Becoming resolute.) 
Let them come!

(Théoden stands on the Deeping Wall with Aragorn, Legolas, Gimli and his Guard. Men are spread thinly along this wall and the walls of the fortress.)

Théoden: 
I want every man and strong lad able to bear arms to be ready for battle by nightfall.

(They walk down the stairs past refugees who are being moved to the caves, then out the main gate onto the causeway.)

Théoden: 
We will cover the causeway and the gate from above. No army has ever breached the Deeping Wall, or set foot inside the Hornburg.

Gimli: 
This is no rabble of mindless Orcs. These are Uruk-Hai. Their armor is thick and their shields broad.

Théoden: (Stepping up to Gimli.) 
I have fought in many wars, master dwarf. I know how to defend my own Keep.

(Théoden leads Aragorn, Legolas, Gimli and his Guard down the fortress steps and onto the fortress walls.)

Théoden: 
They will break upon this fortress like water on rock. Saruman's hoards will pillage and burn, we've seen it before. Crops can be re-sown... homes, rebuilt. Within these walls, we will out last them.

Aragorn: 
They do not come to destroy Rohan's crops or villages. They come to destroy its people, down to the last child.

(Théoden angrily turns to face Aragorn.)

Théoden: 
What would you have me do? Look at my men. Their courage hangs by a thread. If this is to be our end, then I would have them make such an end as to be worthy of remembrance.

(He turns to walk toward the Keep.)

Aragorn: 
Send out riders, my lord. You must call for aid.

(Théoden turns back in frustration.)

Théoden: 
And who will come? Elves? 

(Nods toward Legolas and Gimli.) 

Dwarves? We are not so lucky in our friends as you. The old alliances are dead.

Aragorn: 
Gondor will answer.

Théoden: (In Aragorn's face.) 
Gondor? Where was Gondor when the Westfold fell? Where was Gondor when our enemies closed in around us? Where was Gon... ? No, my lord Aragorn. We are alone.

(Théoden enters the Keep followed by his Guard.)

Théoden: 
Get the women and children into the caves.

Gamling: 
We need more time to lay provisions...

Théoden: 
There is no time! War is upon us!

Gamling: (To another officer) 
Secure the gate!

(Crebain circle the sky beyond the walls.)

Rohirrim: 
Move back! Move to the caves. Keep moving. Quickly now.

Aragorn: 
Farmers, farriers, stable boys. These are no soldiers.

Gimli: 
Most have seen too many winters.

Legolas: 
Or too few.

Rohan Man:
There you are, old man.

Legolas: 
Look at them. They're frightened. I can see it in their eyes.

(At Legolas words all the men stop and listen to the conversation.)

Legolas: 
Boe a hyn, neled herain dan caer menig. [And they should be... Three hundred against ten thousand.]

Aragorn: 
Si beriathar hyn, ammaeg na ned Edoras. [They have more hope of defending themselves here than at Edoras.]

Legolas: 
Aragorn, nedin dagor hen u-'erir ortheri. Natha daged dhaer. [We are warriors. They cannot win this fight. They are all going to die!]

Aragorn: 
Then I shall die as one of them!

(Aragorn stalks away, Legolas starts after him.)

Gimli: 
Let him go, lad. Let him be.

Gamling: (Entering) 
Every villager that can wield a sword has been sent to the armory. My lord?

Théoden: 
Who am I, Gamling.

Gamling: 
You are our King, sire.

Théoden: 
And do you trust your King?

Gamling: 
Your men, my lord, will follow you to whatever end. 

(Gamling slides Théoden's breastplate on over his right arm and starts to fasten it. As Théoden speaks he adds additional pieces of armor.)

Théoden: 
To whatever end.

Where is the horse and the rider? 

(Gamling adds additional pieces of armor.)
Where is the horn that was blowing?
They have passed like rain on the mountains, like wind in the meadow. 

(The army of Isengard marches.)

The days have come down in the west, behind the hills, into shadow.

(Boys are fitted with armor and choose shields.)

How did it come to this?

(From overhead we see battle preparations in the courtyard of Helm's Deep.)

Rohan Man: 
Move! Move to the outer wall!

(Aragorn is sitting on the steps, while two young boys are standing near a fire, with looks of confusion at their armor and weapons.)

Aragorn: 
Give me your sword.

(The nearest boy hands him his sword.)

Aragorn: 
What is your name?

Haleth: 
Haleth, son of Háma, my lord. The men are saying that we will not live out the night. They say that it is hopeless.

(Aragorn swings the boy's sword around.)

Aragorn: 
This is a good sword, Haleth, son of Háma. (As he hands the sword back.) There is always hope!

(Aragorn puts on chain mail then his leather jerkin over it.)

(His sword hilt appears in front of him, Legolas is holding it out to him.)

Legolas: 
We have trusted you this far, you have not lead us astray. Forgive me. I was wrong to despair.

Aragorn: 
U-moe edaved, Legolas. [There is nothing to forgive, Legolas.]

(Places his hand on Legolas shoulder. Gimli enters with chain mail bunched around his chest.)

Gimli: 
If there was time I'd get this adjusted.

(He lets the chain mail drop to the floor, it is several inches too long. Legolas and Aragorn look at him in amusement.)

Gimli: 
It's a little tight across the chest.

(A horn is heard being blown.)

Legolas: 
That is no Orc horn.

(Legolas and Aragorn rush out, up stairs.)

(Soldiers on the fortress wall look at the source of the horn.)

Soldier: 
Tell the King. Open the gate!

(A long file of Elves march up the causeway and into the fortress. They wear armor covered by hooded capes.)

Théoden: (Coming down steps.) 
How is this possible?

Haldir: (Stepping forward.) 
I bring word from Elrond of Rivendell. An alliance once existed between Elves and Men. Long ago we fought and died together. 

(Aragorn and Legolas come down the stairs.) 

We come to honor that allegiance.

Aragorn: 
Mae govannen, Haldir. [Well met, Haldir.]

(Haldir bows his head to Aragorn, while Aragorn embraces him.)

Aragorn: 
You are most welcome.

(Legolas greets Haldir.)

(Elves turn in unison.)

Haldir: 
We are proud to fight alongside men once more.

(The Elves stand three deep along the Deeping wall. Their capes are gone and they are in full battle dress. The army of Rohan is spread along the walls of the fortress. They watch the army of Isengard approaching. Among the Elves stand Legolas and Gimli. Just the top of Gimli's helmet can be seen over the rampart.)

Gimli: 
You could have picked a better spot.

(Legolas smirks, Aragorn joins them.)

Gimli: 
Well lad, by the luck you live by let's hope it lasts through the night.

(Thunder strikes and lightening highlights Legolas and Aragorn.)

Legolas: 
Your friends are with you, Aragorn.

Gimli: 
Let's hope they last the night.

(The army of Isengard comes to a stop and forms up facing Helm's Deep. They chant and beat their weapons. The refugees in Aglarond hear and are fearful.)

(Théoden and his Guard stand on the walls of the court, as rain begins to fall.)

(The Rohans and Elves draw and aim their bows.)

Aragorn: (Walking among the ranks of Elves.) 
A Eruchin,u-dano i faelas a hyn, an uben tanatha le faelas. [Show them no mercy, for you shall receive none.]

(Uruks start growling and showing more of their anger. Gimli starts jumping up and down in order to see over the wall.)

Gimli: 
What's happening out there?

Legolas: (Smiling.) 
Shall I describe it to you, or would you like me to find you a box? 

(Gimli laughs.)

(An old man accidentally releases an arrow and it fells an Uruk in the front ranks.)

Aragorn: 
Dartho! [Hold!]

(The Uruks begin to rage.)

Théoden:
So it begins.

(The Uruk Captain orders the attack to begin. Uruks rush the walls.)

Aragorn: 
Tangado a chadad [Prepare to fire]

(Others repeat the command.)

Legolas: 
Faeg i-varv di na lanc a nu ranc. [Their armor is weak at the neck... and beneath the arm.]

Aragorn:
Leithio i philinn! [Release the arrows.]

(The Elves on the Deeping Wall fire their arrows.)

Gimli: 
Have they hit anything?

(Fortress Walls.)

Théoden: 
Give them a volley.

Gamling: 
Fire!!

One-Eyed Man: 
Fire!

(The Rohan soldiers fire arrows.)

Aragorn: 
Leithio! [Fire!] [actually, this one is correct - not "fire" but "release" -P@L]

(Ranks of Elves on the ground behind the Deeping Wall fire arrows over the wall.)

Gimli: 
Bring them to me, come on!

(Some Orcs run up and place bases from which ladders are lifted.)

Aragorn: 
Pendraid! [Ladders!]

Gimli: 
Good!

(Ladders rise with Orcs already on them, and the assault moves to the top of the Deeping Wall.)

Aragorn: 
Swords!

(Uruks begin to come over the wall, The fighting intensifies and there is hand to hand battle on the wall. Now that Orcs are within his reach Gimli begins to fight.)

(After felling two Uruks, Gimli turns to Legolas.)

Gimli: 
Legolas! Two already!

Legolas: 
I'm on seventeen!

Gimli: 
What! I'll have no pointy-ear out scoring me!

(And off Gimli goes hacking away at the enemy.)

Legolas: 
Nineteen!

(The fighting continues.)

(Gimli is standing at the top of the wall counting as he kills Uruks coming up the ladder.)

Gimli: 
Seventeen... Eighteen... Nineteen... Twenty... Twenty-One... Twenty-Two

(The camera draws away from the Deeping wall and reveals all of Helm's Deep. A rank of Uruks is advancing up the causeway protected by shields on three sides.)

Aragorn: (Noticing the shielded Uruks.) Causeway! Na fennas!

Théoden: (Standing on the Fortress walls.) Is this it? Is this all you can conjure, Saruman?

(Four Uruks carry two bombs and place them in the culvert. An Uruk with a torch runs through the Uruks toward the culvert.)

Aragorn: (Seeing the peril.) 
Togo hon dad, Legolas! [Bring him down , Legolas!]

(Legolas fires an arrow that hits the Uruk high in his right chest, but barely affects him.)

Aragorn: 
Dago han! Dago han! [Kill him! Kill him!]

(Legolas fires another arrow that causes the Uruk to stagger. The Uruk begins to fall, but somehow manages to stumble forward and throw himself into the culvert, setting off the bomb. A large portion of the wall explodes. Debris boulders, Elves and Orcs fly in all directions. Aragorn is thrown to the ground unconscious, while Gimli lies unconscious on top of the wall. Théoden atop the fortress wall looks stunned. Uruks begin to charge through the culvert, but are hit with a rush of released water. The shielded Uruks reach the gate and reveal a battering ram. They begin to assault the fortress gate.)

Théoden: (Seeing the battering ram.) 
Brace the gate!

(The soldiers inside the gate throw their bodies against the door to withstand the battering ram, which is damaging the gate.)

Théoden: 
Hold them! Stand firm!

(Those manning the walls above the gate begin throwing rocks and spears at the Uruks on the causeway. PJ of Rohan hurls a spear. Now that the water has abated, Uruks on the ground again rush through the culvert. Gimli awakens and sees Aragorn is in peril.)

Gimli: 
Aragorn!

(Gimli leaps from the wall to the ground.)

Aragorn: (Awakened by Gimli.) 
Gimli!

(Gimli attacks Uruks with his ax. He is knocked down and disappears under the water. Aragorn stands in front of the Elven warriors on the ground behind the wall.)

Aragorn: 
Hado i phillin! [Hurl the arrows!]

(The Elves fire arrows at the Uruks coming through the breach in the wall.)

Aragorn: 
Herio! [Charge!]

(Aragorn and the Elves on the ground charge the Uruks with drawn swords. Legolas who is on top of the wall, picks up an Uruk shield and slides down stairs on it to the culvert battle. He shoots arrows as he goes. At the bottom, he directs the shield into an Uruk's chest, and begins attacking more Uruk's using his elven blades. Aragorn finds Gimli underwater and drags him to his feet as the Uruks and Elves begin a pitched battle at the breach.)

Théoden: 
Fall back! 

(He calls down to Aragorn.) 

Aragorn! Fall back to the Keep! Get your men out of there! 

(Many men echo the fall back command.)

(Aragorn acknowledges Théoden and speaks to the fighters.)

Aragorn: 
Nan barad! Nan barad! [To the Keep!]

(He notices Haldir still fighting on top of the remnants of the Deeping Wall.)

Aragorn: 
Haldir, nan barad! [Haldir, to the Keep!]

(Haldir acknowledges Aragorn and motions to the remaining elves to retreat.)

Gimli: (as he is being carried away) 
What are you doing? What are you stopping for?

Haldir: 
Na barad!

(Haldir sees the Elves start retreating to the Keep. He kills an Uruk, but another Uruk stabs him in the side. He kills this one too, but begins to react to his wound. As he turns to go a third Uruk delivers a fatal ax wound to Haldir's back.)

Aragorn: 
Haldir!

(As Haldir begins to fall, Aragorn sees that he is hit and fights his way to the top of the wall. Haldir looks around as he is dying and sees many dead Elves. Aragorn reaches Haldir as he dies, cradles him briefly, salutes him by touching his chest, then fights his way to a ladder. He knocks the Uruk on top off, and swings toward the Keep stairway.)

Rohirrim: 
Brace the gate. Hold them.

(The Uruks are breaking through the gate.)

Théoden: 
To the gate! Draw your swords. 

(Draws his sword leaves the wall.)

(Théoden joins the battle at the gate. An Uruk stabs him with a spear, Théoden winces and thrusts a spear into the Uruk.)

Gamling: 
Make way!

(Gamling pulls Théoden is back to safety.)

Gamling: 
We can't hold much longer.

(Legolas, Gimli, Aragorn and remaining Elves rush up the stairs and up to the gate.)

Théoden: 
Help them.

Aragorn: 
How long do you need?

Théoden: 
As long as you can give me.

Aragorn: Gimli! (He motions to Gimli and directs him through the melee and out the postern gate.)

Théoden: 
Timbers!

Rohan Man: 
Brace the gate!

(Aragorn and Gimli appear outside the fortress near the top of the causeway. They look down on the Uruks fighting at the gate.)

Gimli: (Peering around Aragorn.) 
Ah! Come on! We can take 'em.

Aragorn: 
It's a long way.

(Gimli checks the distance and considers his options.)

Gimli: 
Toss me.

Aragorn: 
What? 

(Arches an eyebrow.)

Gimli: 
I canna' jump the distance, you'll have to toss me. (Aragorn reaches for him.) Don't tell the elf.

Aragorn: 
Not a word.

(Aragorn tosses Gimli to the causeway into the Uruks. Gimli gives a battle cry. Aragorn jumps to the causeway with a cry of his own. The two heroes engage the Uruks in battle. The Uruks pull and fire giant cross bows at the Hornburg which latch to the walls. The soldiers bring in timbers to barricade the gate.)

Théoden: 
Shore up the door.

Soldiers: 
Make way for a barricade. Put your backs into it. Throw another one over here.

Théoden: 
Higher!

(The Uruks begin raising two huge war towers from the tackle attached to the crossbows. Hordes more Orcs swarm onto the court walls. Legolas fires an arrow into the connection of a third tower and it falls back on the Uruks who scream.)

Soldiers: 
Make way for a barricade. Put your backs into it. Throw another one over here.

(The gate is nearly covered, but for a small rectangular area that Théoden looks through.)

Théoden: 
Gimli! Aragorn! Get out of there! 

(He fits in a last board.)

(Aragorn and Gimli turn to acknowledge Théoden and are grabbed by a huge Uruk.)

Legolas: 
Aragorn! 

(Appearing with a rope on the fortress wall.)

(Legolas tosses down a rope. Aragorn dispatches the Uruk, grabs the rope with one hand and takes Gimli in his other arm. Legolas begins to pull them up the wall to safety. The Uruks fire another crossbow to the wall. This shot impales a soldier and carries him off the wall.)

Impaled Soldier: 
AAAAAAA!

(Seeing the Uruks flooding over the fortress wall and through the breach in the Deeping Wall, Théoden orders retreat.)

Théoden: 
Pull everybody back. Pull them back!

Gamling: 
Fall back! Fall back!

Rohirrim: 
They have broken through! The castle is breached. Retreat! Fall Back! Retreat!

(Aragorn, Gimli and Legolas join the others racing for the Keep as Orcs swarm in from every side.)

Aragorn: 
Hurry! Inside! Get them inside.

Soldier: 
Retreat! Retreat! Into the Keep!

Théoden:
The fortress is taken. It is over.

(The battering ram is brought to the doors of the Keep.)

Aragorn: 
You said this fortress would never fall while your men defend it. 

(He and Legolas reach for a table.) 

They still defend it.

(Aragorn approaches Théoden and Legolas manages the bench alone.) 

They have died defending it!

(In the caves of Aglarond the sound of the final assault is heard by the refugees.)

Rohan Woman:
They're breaking in! The door!

(Babies and many of the women are crying in fear.)

(In the Hornburg the men use their body weight against the barricade to reinforce the doors.)

Aragorn: 
Is there no other way for the women and children to get out of the caves?

(Gamling looks at Théoden but they do not answer.)

Aragorn:
Is there no other way?

(Insistently to Gamling.)

Gamling: (Glances at Théoden) 
There is one passage. It leads into the mountains. But they will not get far. The Uruk-Hai are too many.

Aragorn: (Grabbing Gamling by the arm.) Send word for the women and children to make for the mountain pass and barricade the entrance!

Théoden:
So much death. What can men do against such reckless hate?

(Aragorn and Gamling turn toward him as other men rush about.)

Aragorn: (Turns to Théoden.)
Ride out with me. Ride out and meet them.

Théoden:
For death and glory.

Aragorn:
For Rohan. For your people.

(We see a high window where the first suns rays are shinning into the keep.)

Gimli:
The sun is rising.

Gandalf (v.o.):
Look to my coming at first light on the fifth day. At dawn. Look to the east.

Théoden:
Yes. Yes! 

(Becoming inspired.)

The Horn of Helm Hammerhand shall sound in the deep, one last time.

Gimli: 
Yes!

Théoden: (To Aragorn.)
Let this be the hour that we draw swords together.

Théoden:
Fell deeds awake. (He pulls on a helmet and raises his sword.) Now for wrath! Now for ruin, and the red dawn.

(We see Théoden, Aragorn, Legolas and other men of Rohan mounted on horses. Gimli sounds the Great Horn. The Uruks look around in confusion. The Uruks break the door knocking down the last defender.)

Théoden:
Forth Eorlingas!

(The riders charge through the Keep, over the Uruks at the door, and out to the causeway. As the riders near the end of the causeway, the horn sounds again and Aragorn looks to the East. He sees Gandalf at the top of the hill, mounted on a rearing Shadowfax.)

Aragorn: 
Gandalf.

Gandalf: 
Théoden King stands alone.

(Éomer appears beside Gandalf.)

Éomer: 
Not alone. [another of Gimli's real lines stolen! -P@L]

(He draws his swords.)

Rohirrim!!

Théoden:
Éomer!

(Eomer's mounted troops arrive and fill the hilltop.)

Éomer:
To the King!

(The army on horseback rushes down the hillside towards the Uruks with Gandalf and Éomer leading them. The Uruks rush to the base of the hill and make a spear wall. They are blinded by the rising sun and the White Rider. Their defense fails.)

Gandalf:
Arrrr!!

(Battle cries are heard as the Rohirrim engage the Uruks.)

(We see the fight at Helm's Deep. Orcs flee from the riders.)

Sam (v.o.): ... how could the end be happy? How could the world go back to the way it was when so much bad had happened?

(We see the Rohirrim winning at Helm's Deep, Théoden smiling in victory.)

Théoden:
Victory! We have victory!

(Aragorn smiles.)

Sam (v.o.):
But in the end,

(Gandalf smiles)

it's only a passing thing, this shadow.

(We see Éowyn greeting Aragorn after the battle. She touches his face and smiles, tears in her eyes, then puts her head on his shoulder in an embrace.)