A/N: I apologize, but this chapter is a little longer than the others, I think. I am excited, though; this story is coming along better than I expected. Thanks to all of my reviewers! Your feedback has given me that extra push to keep going. Critique is still welcome.

XxXXxXx

Helm's Deep was impressive, at least to my eyes. I had never been inside any sort of fortress or castle before now. I stood on one of the battlements, leaning slightly over the side to get a better look at the Deeping Wall—it seemed to stretch on for miles, even into the rock face of the mountain. Behind the wall, the people of the West Fold and Edoras clustered together into make-shift camps, ready to move at a moment's notice. A small pool lay near the base of the wall and drained into a small stream through a culvert underneath the wall.

"Careful, milady," one of the soldiers said as he gently grabbed my shoulder. "The ground below us is quite unforgiving, should you fall over."

"Thank you," I said and took a step backward. With a curt nod to the soldiers, I picked up my skirts and left the battlement to assist Éowyn with the food distribution; most of it needed to be taken into the caves. She put me to work and sent me off with a basket of fruit and a sack of potatoes.

For an as-yet unidentified reason, however, I was distracted and anxious. I dropped the basket of fruit and fought the urge to swear; I had broken that habit a long time ago—no sense in starting it up again. I knelt down on both knees, dusted some dirt off of the fruit, and hastily put them back in the basket, but I didn't make a move to stand.

A slender hand gently touched my shoulder; it was Legolas, returned from the Warg skirmish. I looked up, unconsciously letting my anxiety show on my face.

"You do not seem well, Lady Rebecca," Legolas said softly.

"No, I'm fine," I said. Legolas knew I was lying; I could see it in his expression. I picked myself up and situated the sack under my arm and the basket on my hip. "Aragorn is gone, isn't he?"

Legolas opened his hand to show me the glowing Evenstar pendant. "I still have hope that he may yet be alive."

"As do I," I said after a moment. I stepped passed him and resumed my trek to the caves. Unexpectedly, the golden-haired elf followed in step next to me, shortening his elegant strides to match my own.

"But that is not what vexes you," he stated.

I regarded him for a moment in silence. Why is he suddenly so interested in my feelings? "No," I said after another moment. "But I do worry about him."

"That is why I came to speak with you," Legolas said. He closed his hand over Arwen's pendant and let his arms hang by his sides, swaying them gently as he walked. "I know you are in love with Aragorn."

So this is why he came to me—to reprimand me. I bit my lip to keep back a smart retort. "I wouldn't call it love," I said. "Surely you of all people can recognize harmless affection."

I descended the stone stairwell into the Glittering Caves. Never before had I seen a cavern of such splendor, as if a master potter had drawn the stalactites and stalagmites from their rocky beds and used his fingers to carve the perfect ripples and cascades. The walls seemed to be filled with jewels of every shape and size and color, capturing the light from every angle and scattering it over every surface. It was like being inside a large disco ball.

"Wow," I whispered. I stood there in silence for a moment before unloading my burdens with the rest of the food stores. Legolas was there with me, as transfixed as I was.

"Gimli will love this place," he said breathlessly. He took another long moment to gaze at the cavern and then turned back to me. "Harmless affection or no, you would do well not to pursue Aragorn any further, for your own sake."

Anger flared hot in my face. "You've got a lot of nerve," I said forcefully. "Barely speaking a word to me the whole time I've been with you guys, and then sticking your pointy little ears in my business." I didn't know what evil spirit had taken over my body, but I stepped closer and got right in his face. "And for your information, I have no intention of pursuing Aragorn. You should be scolding Éowyn, not me!"

Legolas lifted both his eyebrows and titled his head to one side.

Horrified, I clapped a hand over my mouth and took a step back. I don't think I was supposed to say that. "I've got to go," I muttered and sprinted up the stairs. I didn't stop until I had found an empty nook near the tower of the horn of Helm Hammerhand. I sequestered myself there, sitting down and hugging my knees to my chest. Tears began to form.

What have I done? Every Legolas fan-girl in the world would kill me if they had seen how nasty I had been toward him; but deep down, I knew I wasn't truly angry with Legolas at all. Why was I so angry? I breathed deeply several times to squelch the overwhelming sense of foreboding that had been ruminating in my mind since I left Edoras. The Battle of the Hornburg would be soon—much too soon for my liking. The Deeping Wall would be breached, the Keep overrun, and the caverns raided. Would we win? So far, everything had happened as it was meant to happen, but who's to say my presence here hasn't fundamentally altered the timeline? There was a distinct possibility that I could die this very night.

I was terrified, to say the least.

My body began to shake as a cool breeze blew around me. I rolled myself into a tighter ball and cried into my knees. I don't want to die.

"Rebecca," Éowyn called to me. She knelt in front of me and tilted my chin upward so I would meet her clear blue eyes. They were filled with concern. "My dear friend, what has vexed you so?"

I wiped my eyes and tried to answer, but my throat was so swollen from crying that I could only gasp. Éowyn sat down beside me and grabbed my hand with a gentle squeeze. "I'm so scared, Éowyn," I whispered.

"Whatever for?" she replied. "We are safe in Helm's Deep. Saruman cannot reach us here."

"I have a really, really, really bad feeling about this," I said, a little calmer. Éowyn's presence was soothing; I thanked God that she was there with me. My throat relaxed and my breathing steadied so I could think more coherently. I was suddenly struck with an idea. "Éowyn," I said and wiped my swollen eyes.

"Yes?"

"Will you teach me how to use a sword?"

She was slightly taken aback. "Now?"

I nodded. "I've always wanted to learn, and I don't think any of the men will teach me."

The shield-maiden smiled heartily. "Then I am happy to oblige you, my friend." She stood and pulled me up with her. "Come; let us not waste any more time. I shall make a warrior out of you yet."

XxXXxXx

After Éowyn and I snatched a couple of wooden training swords and shields from the armory, we went down to the courtyard behind the Wall and set to work. Éowyn showed me how to hold the sword and shield and how to stand correctly. She taught me a series of basic attacks and parries and a few shield-battle tactics. I had no trouble learning how to position my body and such because I had taken a fencing class a few semesters ago.

Sparring, on the other hand, was another matter entirely.

Éowyn was a hard task-master; she spared no mercy for me, only holding back when she felt I needed to catch up. After about an hour of rigorous training, she stopped so we could take a rest. Several Rohirrim gathered in a large circle around us, and some of the soldiers on the nearby battlements stopped their activities to watch.

"You are doing well," Éowyn said after taking a long draught of water from a clay mug. She set down the mug and picked up her training sword. "Shall we go again?" She wiped her sweaty forehead and brushed some hair away from her pink cheeks.

I nodded and tightened my grip on my weapon, taking a deep breath to steel myself against the imminent attack. Éowyn swung her blade, and I deflected it with my shield.

"Good," she said. She attacked again, this time from the other side, and I parried her attack. She smiled with satisfaction, and then the smile turned into a devilish smirk; in all my years afterward, I never once wanted to see that smirk again. She unleashed a string of strong and quick attacks, putting my reflexes to the test. Needless to say, I missed quite a few parries and have the bruises on my arms and shins to prove it.

The next time Éowyn attacked, I parried her and counter-attacked, earning from her a look of surprise tempered with pride; her pupil was getting creative. I used whatever attacks I could remember—which was unfortunately limited—and fought as hard as I could, grunting and huffing with each surge of adrenaline.

We went at it for a few more hours, and then Éowyn bade me to go recuperate. "You trained hard and well today," she said as we walked back to the armory to return our weapons. "We must do this again sometime."

I smiled weakly. My entire body was screaming at me for putting it through such arduous exertion. Endorphins coursed through my veins, helping my muscles to relax after the adrenaline rush. I made a mental note to wear something more appropriate next time—a full-length dress was not the ideal exercise outfit. Not only was there caked dirt all over the bottom hem of my gray dress, there were sweat stains around my armpits and neck, and my hair clung to my damp face; I tied it back with a thick black ribbon Éowyn had procured for me.

Overcome by fatigue, I decided to lie down for a nap. Éowyn found a bed pallet for me to use; it wasn't at all comfortable, but at least I wasn't sleeping on the dirt. I fell asleep almost as soon as I closed my eyes.

XxXXxxX

By late afternoon, the sky was beginning to darken with ominous storm clouds, and Aragorn was still missing.

"He should've been back by now," I muttered as I paced in front of the Keep. Éowyn had left a few minutes ago to attend to some other business, leaving me alone with my thoughts. If Aragorn did not return soon, the task would fall to me to warn Théoden about the Uruk-hai army—that was no small undertaking. On the other hand, the more time I spent trying to decide what to do was less time Théoden had to prepare his men. "I can't wait any longer." I picked up my skirts and went to the door of the Keep.

A guard stopped me from entering. "What is your business?"

"I have urgent news for the King," I replied, squaring my shoulders and lifting my chin.

The guard studied me for a moment, and then said, "Wait here." He slipped inside the Keep. A few moments later, he returned and beckoned for me to follow him inside. "The Lady Rebecca, milord," he announced and promptly returned to his post.

Théoden stepped away from his strategy charts and folded his arms behind his back. He stood tall and regal, dressed in fine green and burgundy fabrics and sporting a perfectly-trimmed beard to match his light hair. "No couriers have arrived, and the watchmen have reported nothing of concern," he said. "So what news could you possibly have for me, Lady?" he asked.

I bowed slightly in reverence. "Forgive me for interrupting, milord," I replied. How was I supposed to explain what I was about to say? "You may not understand it now, but I do know many things neither you nor your men know."

"You speak much like Gandalf," the King mused with a raised eyebrow. "Do you share his powers of foresight as well? You are his protégé perhaps?"

"King Théoden," I said firmly. If I was going to say something, I had to say it now. "An army of Uruk-hai is marching from Isengard toward Helm's Deep. They will be here by nightfall."

Théoden frowned, forming a deep crease between his bushy eyebrows. "Uruk-hai, you say?"

I nodded.

"How do you know of this?" He approached me and looked directly into my eyes. "How do I know you speak the truth? That this is not simply a ploy to catch us off our guard?"

My nostrils flared in irritation. He would believe me if I were Aragorn. Nevertheless… I knew I was completely deviating from the events of the story, but I was done feeling useless. I had an advantage; I might as well use it. I set my face like a flint, hard and determined. "My lord, Wormtongue has betrayed you to Saruman. He knows you are here at Helm's Deep and how to breach the Deeping Wall."

Théoden's frown deepened. "That is most troubling, but you have not yet answered my question."

"No, I am not Gandalf's protégé," I replied, trying to find the right words to explain myself. "But I have seen with my own eyes what will take place tonight. Saruman's army will attack Helm's Deep and breach the Deeping Wall. You must be prepared." I really do sound like Gandalf, I realized. Even my accent had changed ever so slightly. This place must be getting to me.

"Breach the Deeping Wall?" one of his captains scoffed. "That's ridiculous. The Wall has never been breached; it is virtually impregnable!"

Théoden raised his hand to silence the man; he complied and set his lips into a thin line. "You say you have seen these things?" Théoden asked. "Then tell me, soothsayer, will we be victorious?"

I almost told him so, but I couldn't risk him getting comfortable. These events must play out as they were meant to be, without Théoden cutting corners. "That remains to be seen," I replied. Oh, how great is the burden of knowledge, when that which you know can never be told.

Théoden lowered his head and stroked his chin in deep contemplation. "How great is this army?" he asked without looking up.

"Ten thousand at least," I replied.

Théoden cursed under his breath. "Ten thousand!" He closed his eyes for a moment and sighed. "Gamling!"

"Yes, my lord?"

"A warning such as this must not be taken lightly. Mobilize the troops. I want every man and strong lad able to bear arms to be ready for battle by nightfall."

Gamling gave a curt nod and left the Keep.

Théoden turned to me again. "How will they breach the Deeping Wall?"

"Saruman has built a device capable of creating an explosion powerful enough to break through the wall," I answered. I knew I was treading on dangerous ground with this information, but in my mind, anything I could offer would present a strong advantage, as long as the outcome was the same. "It will be inserted into the culvert at the base of the wall and ignited from there."

Théoden nodded in understanding. "What do you advise?"

Oh, I hadn't considered that. Even if they plugged the culvert, the bomb would still have enough power to do an enormous amount of damage. "I have told you all I know, my lord," I replied. "Do as you see fit."

The King gently placed his gloved hand on my shoulder and smiled. "My thanks for your help, Lady Rebecca. I will have the culvert plugged, and I will send the women and children into the caves; you must go with them."

I nodded. "Yes, my lord." I followed Théoden through the large double doors, and saw a battered and weary Aragorn—still very much alive—talking quietly with Legolas and Gimli on the stairs. I inwardly kicked myself; if I hadn't been so impatient, I wouldn't have pre-empted Aragorn's warnings with my own. Well, what's done is done.

"My lord," Aragorn said as he approached Théoden. I noticed the red and swollen gash on the Ranger's shoulder and grimaced; he didn't smell particularly good either—well, neither did anybody else. "I have ill news."

"Of a great host of Uruk-hai marching on Helm's Deep?" Théoden interrupted.

A puzzled look arose on Aragorn's face. "How did you know?"

Théoden gestured toward me as I stood next to him. "Lady Rebecca was kind enough to inform me. I was unwilling to believe it at first, but you have confirmed her tidings. It seems we have a soothsayer on our side. "

Aragorn stared at me with a suspicious eye; all of the composure I had erected in front of Théoden immediately withered under his gaze. I looked away and nervously twiddled my thumbs. Oblivious to the growing tension between Aragorn and me, Théoden took him by the shoulder and led him away to discuss battle strategy, Legolas and Gimli in tow. I released my breath and bounded down the steps into the courtyard to fetch my bag.

XxxXXxx

A few minutes later, the people began to collect their belongings and move toward the caves. Needing a distraction from my own inner monologue, I snatched up my brown shoulder bag and sought out Celwyn to see if she needed help with her things. Instead, I found Ælred by the pool, sitting on his knees and rolling up a bed pallet; his mother and son were nowhere in sight. I approached the blacksmith from behind but stopped just short of a few feet from him, transfixed by the image of his sturdy back and strong shoulders. I stood there and stared like a love-struck buffoon.

As if sensing my presence, he turned around and stared back at me curiously. "How long have you been standing there?"

His voice brought me out of my trance. "Not long," I answered weakly. I cleared my throat and continued as if nothing had happened. "Can I help you carry something?"

"Nay, Lady," he replied and stood, hoisting his sack of belongings over his shoulder and tucking his bed pallet under the crook of his arm. "But I thank you for the offer." He walked quickly passed me and then abruptly stopped, as if debating something within himself. He turned back to me and took a deep breath. "Would you deign to accompany me to the caves, Lady Rebecca?"

The urge to squeal like a little schoolgirl exploded through my body, but I held it back, channeling it through my eyes and a toothy smile. "Of course," I said and followed after him. I impulsively slipped my arm around his so we wouldn't get separated in the dense crowd of people. I saw him glance down at my arm, and I fancied I saw a flicker of excitement in his eyes, but he said nothing.

As we neared a small nook in one of the glittering caverns, the familiar tinkling of impish laughter floated to my ears. Little Ældenbrand waddled as fast he could on his stubby legs through the crowd and attached himself to his father's leg. Ælred chuckled and mussed his son's mane of blonde hair. The little boy reached his arms upward, indicating the desire to be held, but Ælred shook his head. "My arms are already heavy-laden," he said and then tilted his head toward me. "But Lady Rebecca can carry you."

Ældenbrand smiled with dimpled cheeks and jumped up and down, his little arms reaching up to me. I leaned down, scooped him up, and gently tickled his stomach. The toddler giggled and squirmed and scratched my stomach with his fingertips to tickle me. "Sorry," I said and tickled him again. "Tickling me is not that easy." I heard Ælred laugh softly to himself.

After I stopped tickling the defenseless child and calmed him down, the three of us reached the nook where Celwyn had instructed Ælred to meet her. As we approached, she was laying down bed pallets in case we were to spend the night in the caverns. Ælred set down his burdens and gently hugged his mother in greeting, but her wrinkled face was somber. "You must go with the soldiers?" she asked, her voice cracking.

Ælred nodded and managed a small smile to reassure her. "As long as we draw breath, the enemy will never prevail. Fear not for me, Mother."

"Fight hard, my son." Celwyn closed her eyes and kissed her son on the cheek. She sat down on a pallet. I set Ældenbrand on the ground, and he scampered into her lap.

"Lady Rebecca," Ælred said. He touched my elbow and led me a little way out of Celwyn's earshot. "I have something to give you, if you would have it." He unbuckled something from his belt and laid it in my outstretched hands. It was a dagger, about as long as my forearm from the tip of the blade to the pommel. I drew it from its hard leather sheath; the blade was notched from wear, but otherwise it was in good condition.

"Thank you," I said breathlessly. "But why would you give me this? I think you need it more than I do." I looked into his eyes; they were such a beautiful shade of blue.

"I saw you sparring with Lady Éowyn this afternoon," he answered. "If anything should go amiss, I want you and my family to have a means of defending yourselves." He looked around the caverns; soldiers were already gathering more men from the civilians. "I must go," he said and turned to leave.

"Ælred, wait," I called. He stopped and turned around, his long blonde hair swishing elegantly over his shoulders. I pulled the ribbon from my hair and tied it around his bicep. "Back home, it's common for a man to take a lady's favor into battle with him—for luck," I explained. "Take this as my favor." He nodded in assent with a small smile. Without a second thought, I flung my arms around his neck and hugged him. I made careful note of his rugged earthy smell and the texture of his tangled hair, locking them away in my memory in case I should never see him again. "Be careful," I whispered.

After a moment of hesitation, Ælred returned my embrace and lightly kissed my cheek. "We will meet again, Rebecca." He pulled away and took a few steps backward before turning around completely.

I watched him walk away and touched the place on my cheek where he had kissed me. A few tears escaped my eyes, but I wiped them away and returned to Celwyn and Ældenbrand, lowering myself cross-legged onto a pallet. I set the dagger on the ground beside me; I hoped I would not have to use it.

Celwyn studied me with weary, yet comforting eyes. "It seems my son has taken quite a liking to you," she said, smiling.

I laughed half-heartedly. "The feeling is mutual," I replied.

"He is a man of few words," she continued and began rocking Ældenbrand gently back and forth. "But these last few days, almost every word he has spoken has been about you."

That piqued my curiosity. "Really? What did he say?"

Celwyn smiled wryly but did not answer.

XxXxxXxX

A/N: I was reading through the Encyclopedia of Arda today to help me with the next chapter, and so I want to apologize to all of the hard-core book fans—who are probably not even reading this story because it's in movie-verse, but even so—I haven't read the Two Towers in so long that I had no idea how much the movie deviated from the book. Please forgive my ignorance. To make up for it, I'll read the books again sometime and try my hand at a book-based fanfic, maybe even for the Silmarillion as well.

Btw, Ælred is a shortened version of the Anglo-Saxon name Æðelred meaning "noble counsel."