Men and Elves are in their positions on the battlements of Helm's Deep. The sounds of a marching army move closer and closer. Chief and the ODST's, Marines, and Elites also stand at the ready, Chief, the Arbiter, Rookie, and Buck stand along the Deepening Wall distanced from one another with Rookie handling the far right end, Buck handling the far left end and the Chief and Arbiter handling the middle with Chief on the right and the Arbiter on the left. Up on the walls of the Hornburg Romeo and his squad of marine and elite snipers stand at the ready with their sniper rifles in hand, along the outer wall the remaining ODST's and Marines and Elites also stand at the ready with their weapons at the ready and Mickey on the Machine Gun. The men and Elves look out into the darkness, lit by the thousands of torches carried by the huge advancing Uruk-hai army and the light bouncing off their armor. The men of Rohan stand along the walls of the outer and inner walls with the elves standing along the deepening wall and behind the wall as well. With a row of Elf archers, Gimli is standing beside Legolas behind a wall, only the top of his helmet visible.

"You could have picked a better spot." Gimli says grumbling and straining to look above the wall.

Legolas smirks. Aragorn approaches and stands beside them as Chief also walks by and joins them with his LMG in hand.

"Well lads, whatever luck you live by, let's hope it lasts the night." Gimli says to Aragorn and Chief

Thunder sounds and lightning flashes, revealing the sea of approaching Uruk-hai.

"Your friends are with you, Aragorn." Legolas says

"Let's hope they last the night." Gimli says

"Should probably pick better works then that Gimli." Chief says

The marching and thumping grows louder and louder. Lightning flashes and it begins to rain. The women and children in the caves hear the sounds overhead and are frightened. Mothers draw their children close and try to sooth crying babies. An Uruk leader steps on a rock outcrop, while the Uruk-hai army continues to march at the fortress. On the Deeping Wall Aragorn is giving commands to the Elf warriors.

"A Eruchîn, ú-dano i faelas a hyn an uben tanatha le faelas! (Show them no mercy! For you shall receive none!)"

Meanwhile Chief himself begins to give commands to the others through his comms. "Remember everyone conserve your ammo, controlled burst shots, make every shot count."

The Uruk-hai leader raises his swords and commands his army to stop with a terrifying animalic cry. The Uruks stop and growl in anticipation of the upcoming battle and slaughter.

"(sighs) man that's a lot of Uruk-Hai." Buck says

"Keep it together Gunny." Chief says

"No I'm alright Chief. Just saying this is going to be a long…long battle." Buck says

The Uruk Leader cries out twice, which is the signal for all the other Uruk-hai to start roaring and thumping their spears furiously on the ground. While the Elves do not prepare their arrows the Rohirrim pull out arrows and pull them back on their bows and wait for the signal to fire, the Chief, ODST's, Marines and Elites raise their weapons as well and point them towards the Uruk-Hai army. The ODST's who have their helmets on then polarize their visors as they obscure their faces. The women and children in the caves huddle together in fear. Suddenly, an old man, loses his grip and releases his arrow prematurely, shooting an Uruk-hai in the neck. The Uruk-hai army stop their roaring and thumping.

"Dartho! (Hold!)" Aragorn yells

"Uh-oh." Romeo says inside his helmet.

"That can't be good." Buck says

With a hollow groan, the Uruk that was shot collapsed to the ground. The other Uruk-hai bare their teeth and roar with anger.

"Well they're not taking that well." Cortana says

"Probably don't like that they took the first casualty." Chief says

With a cry, the Uruk leader thrusts his weapon in the air and the Uruk-hai army starts charging.

"So it begins." Theoden says

"Tangado a chadad! (Prepare to fire!)" Aragorn says to the Elves

The Elves notch their arrow and aim.

"Faeg i-varv dîn na lanc a nu ranc. (Their armor is weak at the neck and beneath the arm.)" Legolas says

"Leithio i philinn! (Release the arrows!)" Aragorn yells

It is then that all of the elves release their arrows at the Uruks killing many Uruk-Hai.

"Did they hit anything?!" Gimli asks Legolas

"Give them a volley." Theoden says

"Fire!" Gamling yells

"Fire!" a Rohirrim Captain yells

Soon the Rohirrim join the elves as they release their arrows at the attacking Uruk-Hai but the Uruks still continue to advance with more replacing those fallen.

"Ribed bant! (Full volley!)" Aragorn yells to the Elves waiting on the ground behind the Deeping Wall

Soon all of the Elves and Rohirrim continue to rain arrows down on the Uruk-Hai.

"Chief ready and waiting!" Dutch says

"Hold it…Hold it…Now open fire!" Chief yells as he pulls the trigger of his LMG and begins to fire controlled burst shots from his gun at the attacking Uruk-Hai.

Soon the others join in as well as they open fire with their guns, Mickey begins to fire the Machine Gun at the Uruk-Hai cutting down many Uruk-Hai in the process. Romeo and his team of snipers hold their fire until told otherwise. Soon arrows, bullets, and plasma are all raining down on the attacking Uruk-Hai army with Uruk after Uruk being taken down in the masses.

"Hey Rookie let's give these guys some fireworks!" Buck says over his comm as he pulls out a grenade and so does the Rookie.

The two ODST's prime their grenades and toss them into the attacking army; the grenades go off sending Uruk's and Uruk body parts flying into the air. Mickey continues to fire the Machine Gun from high up on the wall mowing down the attacking Uruk-Hai forces.

"Send them to me! C'mon!" Gimli yells impatiently

As the elves Rohirrim, marines, elites, ODST's and Chief continue to fire down on the army of Uruk-Hai soon the elves along the wall get a counterattack as soon Uruk-Hai wielding Crossbows begin firing up at them managing to take down some elves along the deepening wall. One elf next to Buck is hit in the head by a Uruk Crossbow and falls off the wall.

"Oh shit!" Buck yells

"They got crossbowmen repeat. We have Uruk's armed with Crossbows watch for incoming fire!" Buck says over the comm.

Soon Uruk's holding ladders charge towards the wall and plant them on the ground and with the help of Uruk's wielding pikes begin to push the ladders with Uruk-Hai berserkers on top of them, up onto the wall.

"Pendraith! (Ladders!)" Aragorn yells

"Good!" Gimli says

"Snipers take aim at the Uruk-Hai on the ladders!" Chief says over the comm

"On it Chief!" Romeo says as he takes aim at a Berserker on top of a ladder that begins to be lifted up towards the wall.

Romeo fires a shot hitting the berserker in the head as it falls of the ladder to the ground below. Soon the rest of the snipers join in as well opening up on the Uruk-Hai on the ladders as they are lifted up towards the wall. Chief fires his LMG at a berserker on a ladder to his right sending the berserker falling to the ground dead and then looks forward as a ladder with a berserker on top moves towards him. Chief jumps forward into the air and gives the berserker a powerful kick to the chest and then pushes himself off the berserker and backflips back onto the wall as the berserker and the ladder are sent crashing to the ground from the power behind Chief's kick. Seeing this amazes some of the elves including Haldir.

"Swords! Swords!" Aragorn yells

The Elves draw their blades in preparation for close quarters combat. The berserkers who survive jump onto the wall and slay some of the elves before they can react. Close combat begins as the Uruk-hai on the ground begin climbing up the ladders and climb over the wall. Chief puts away his LMG and switches to his combat knife as things start getting close quarters and then drives his combat knife through a Uruk-Hai's throat that is coming up a ladder and then kicks the Uruk-Hai and the ladder down pulling his combat knife out at the same time. Buck continues to fire his assault rifle into the Uruk-Hai below him before having to reload and then after doing so turns his head to the right just in time to see a Uruk-Hai berserker charge at him and swing its weapon at him.

"Shit!" Buck yells diving under the berserker's swing and landing on the ground.

Buck quickly turns around just as the berserker turns around as well and quickly fills the berserker full of lead from his assault rifle putting ten rounds into the Uruks chest. The Arbiter blocks a strike with his Plasma Carbine and then pushes the Uruk-Hai back and places his carbine on his back before taking out his energy sword. The Uruk-Hai charges at him but the Arbiter activates his Energy Sword and drives it through the Uruk-Hai and then tosses the Uruk-Hai over the wall and lets out a battle cry. Another Uruk-Hai charges at him and raises its sword but Arbiter cuts the blade as it comes down and follows by decapitating the Uruk-Hai. The Rookie kicks a Uruk-Hai in the chest and then follows with a burst shot from his battle rifle before switching to his SMG and firing it at two charging Uruk-Hai.

Chief ducks under a Uruk-Hai's swing slashing it across its side while ducking under its sword and then follows by stabbing it in the back of the neck and takes out his pistol and fires two shots at a Uruk-Hai that has a elf warrior pinned down against the wall. Chief then turns and fires more shots at other Uruk-Hai who charge at him and follows with a side kick to a Uruk-Hai about to climb over the wall from the ladder and then pushes the ladder down off the wall as well, but the flood of Uruk-Hai's storming the Deeping Wall seems to be unstoppable...

All around elves and Uruk-Hai collide blades with Legolas and some elves keeping back and using their bows and arrows. Aragorn slashes his way through several Uruk-hai, and Gimli and Legolas count up how many kills they have gotten.

"I'm on seventeen!" Legolas yells at the dwarf

"Argh! I'll have no pointy-ear outscoring me!" Gimli yells as he turns to a Uruk just climbing over the wall, whacking it in the groin with his axe and killing it as it falls.

Legolas fires two more arrows at Uruk-Hai who attempt to climb over the wall but are met with arrows and fall back down "Nineteen!"

As the battle along the deepening wall continues with Gimli now standing on top of the wall and striking Uruk-Hai on two ladders as they climb up it.

"Seventeen! Eighteen! Nineteen! Twenty! Twenty-one! Twenty-two!"

Meanwhile a group of Uruk-hai is advancing on the Causeway towards the gate in tortoise formation, using their broad shields to block off attacks as arrows, and rocks are thrown at them.

"Causeway! Na fennas! Hado ribed! Hado! (Causeway! Hurl to flow! Hurl!)" Aragorn yells

Aragorn Directs the Elf archers to aim at the Uruk-hai column. The Elf archers release their arrows. The Uruk-hai at the sides are shot and fall down the Causeway. But the column keeps advancing.

"We got Uruk-Hai advancing up the causeway! Team 2 (group on the wall above gate) concentrate fire on them now!" Chief says over the comms

The Marines, ODST's and Elite on the upper wall turn their attention towards the Uruk-Hai on the causeway and begin to open fire on them while Mickey continues to fire the Machine gun at the Uruk-Hai in the open field. The broad shields of the Uruk-hai stand no chance against the bullets and plasma as they go right through and begin taking down many of the Uruk-Hai soldiers but still they continue to advance.

"Come and get some!" Dutch yells as he continues to fire his DMR at the Uruk-Hai along the causeway.

On the deepening wall Chief ducks under a Uruk's sword and kicks the Uruk-Hai in the stomach making it bend over in pain and then follows by grabbing the head of the Uruk-Hai and slamming it down on the wall cracking its skull open. Chief then looks down from his position as sees as two Uruk-Hai holding large spiky balls bring them towards the grate in the wall and lodge them in grate as two more head in as well with the same thing.

"What in the world are they doing?" Chief ask

"Chief I'm picking up a large amount of explosive substance in each of those spiky balls." Cortana says

Chief then looks as he sees Uruk-Hai move aside forming a path and then sees as an Uruk-hai Berserker carrying a torch starts to run towards the sluice gate.

"They're going to blow the wall up!" Cortana says

Chief takes out his assault rifle and tries to take aim but an Uruk-Hai takes a swing at him from the right forcing him to dodge it and fire his assault rifle into the Uruk-Hai but soon more Uruk-Hai begin converging on him trying to stop him from killing the berserker. Chief dodges each swinging sword and kills Uruk-Hai after Uruk-Hai but to no avail as they keep coming at him.

"Romeo do you read me!" Chief says

His reply is a sniper round taking off the head of a Uruk behind him.

"Loud and clear Chief!"

"We got a Uruk-Hai with a torch heading towards the grate down here on the wall. They have explosives and are trying to blow it up I need you to take him out!" Chief says

"On it Chief!" Romeo says

Romeo looks and soon locates the Uruk-Hai and tries to take aim at him having only one bullet left in the clip and not wanting to reload as it would waste time tries his best to make the shot count.

"Romeo!" Chief yells in the comm

"I'm trying Chief I got one shot left I'm trying to make sure it counts!" Romeo says

Meanwhile while Romeo takes aim Aragorn also takes notice of the berserker and tries to have Legolas take it out. Legolas shoots an arrow into the Uruks left shoulder but it continues to run forward.

"Dago hon! Dago hon! (Kill him! Kill him!)" Aragorn yells

Legolas takes aim again and fires hitting the Uruk in the right shoulder but still continues to run forward and is about to reach the grate.

"Romeo!" Chief yells

Romeo takes final aim ahead of the berserker and fires. The shot travels 5,000 feet a second and impacts the Uruk berserker in the left arm blowing the arm off of it and making the berserker twirl around from the impact of the shot.

"GOT HIM!" Romeo says

But instead the Uruk jumps forward throwing itself and the torch into the explosives.

"SH…" Chief says but is cut off as the explosives go off.

An enormous explosion is set off, blowing away a large part of the wall. Rock, debris and bodies are thrown up. Both Chief and Aragorn are thrown back by the force of the explosion and land on the ground with Chief hitting the ground hard and lets out a little groan and Aragorn hitting the ground and becoming unconscious. Meanwhile all along the wall the force of the explosion rocks the whole wall sending everyone tumbling to the ground. Theoden looks in shock at the now breached Deeping Wall and the now invading Uruk-Hai. The ODST's and Marines and Elites look in shock as well hoping that the others were okay.

Romeo gets on the comms and tries to get them on "Chief…Chief you alright! Buck! Rookie! Arbiter!"

"Romeo this is Cortana here. Chief's alright his vitals are showing okay. I don't know about the others. They were most likely knocked down by the force of the blast and should be okay." Cortana says

Meanwhile the Uruks on the Causeway have managed to bring a ram up to the Gate and immediately ramming into it in an attempt to destroy it.

"Brace the Gate!" Theoden yells

Several Rohirrim warriors try to brace the Gate from within, while others throw rocks and spears at the Uruk-Hai below them.

"Dammit both you Williams with me!" Dutch says as the brother and sister marines follow him to where the wooden windows are.

The three get into one of each and begin firing their weapons down at the Uruk-Hai below them but each Uruk-Hai getting replaced when another is killed on the ram.

"Hold them! Stand firm!" Theoden yells

Meanwhile the Uruk-Hai down on the ground begin charging through the deepening wall just as Aragorn regains consciousness. Aragorn looks at the incoming horde of Uruk-Hai and so does Chief as he recovers as well. Chief quickly springs towards the heavy machine gun he had placed down there and mans it as is about to fire when he notices Gimli jump off the wall into the army of Uruk-Hai.

"Gimli!" Aragorn yells

"What is he doing?" Chief says

Gimli manages to take down two Uruk-Hai before he is overpowered and knocked down by a Uruk-Hai.

"Hado i philinn! (Hurl the arrows!)" Aragorn yells at the elves behind him as they release a barrage of arrows at the Uruk-Hai and take some of them out.

Chief then lifts up the heavy machine gun from its emplacement running forward and stands by Aragorn as he begins unloading his machine gun into the Uruk-Hai army before them. Meanwhile Buck and the Thel soon regain their conscious and both rush over to the hole in the wall and take notice as the Uruk-Hai army comes through it.

"Well this could be a problem." Buck says

Chief continues to unload the machine gun ammo into the Uruk-Hai army cutting down many of them as Uruk blood flies into the air from the ammo ripping through their armor and flesh. Soon Chief spends all 200 rounds of the Machine gun and tosses it aside and pulls out and activates his energy sword just as Aragorn raises his sword forward.

"Ready Chief." Aragorn says

"Always am." Chief replies

"Herio! (Charge!)" Aragorn yells

Both Aragorn and Chief charge forward leading the elves forward towards the Uruk-Hai army as they stop past the wall and point their spears forward. Aragorn knocks away a spear with his sword as he collides into the Uruk-Hai ranks, Chief cuts off the points of a couple of spears in front of him with his energy sword and jumps forward and using his left fist sends a powerful punch straight into the Uruk-Hai in front of him in the face sending the Uruk crashing into others behind it and follows by cutting across a Uruk's stomach and then driving his energy sword into another Uruk's chest.

Legolas on top of the battlements grabs a shield and sends it sliding across the ground. He then hops onto it and surfs down the steps, releasing three arrows as he goes, and kicking the shield to stab an Uruk-hai as he lands at the bottom. Buck and Thel see this and look at one another.

"That was kind of impressive." Buck says

"Let us join the battle as well Sergeant." Thel says

Buck charges forward with his shotgun raised and begins walking down the stairs firing one shot at a time at the Uruk-Hai in front of him. The Arbiter takes out his energy sword and lets out a battle cry as he charges forward past Buck as he begins to reload his shotgun and collides with the Uruk-Hai taking down many of them with his energy sword destroying their weapons and killing them. The Rookie soon wakes up as well shaking his head as he grabs his SMG and runs over to the stairs on his side and looks at the Uruk-Hai army as it collides with the elven warriors and Chief, Arbiter, Buck, Aragorn who pulls up Gimli, and Legolas. Rookie looks around and finds a Uruk's shield on the ground picking it up and tossing it in front of him down the stairs and jumps on top of it as it slides down the stairs and begins firing his silenced SMG at the Uruk-Hai in front of him. Buck puts away his shotgun and pulls out his combat knife as he grabs a Uruk from behind and drives his knife into the Uruk's neck killing it and looks just in time as the Rookie jumps off the shield he is riding on and sends it flying his way. Buck ducks down just in time as it flies into a Uruk's face that was behind him and gets back up as the Rookie runs to his side taking out a few Uruk-Hai with his SMG.

"Okay Rookie. One you almost took my head off so please never do that again and if you do warn me! And Two that was a nice move you did there." Buck says getting a nod from the Rookie as the two ODST's then get back to the fight as the Chief, Arbiter, Aragorn, Legolas, Gimli, and the Elven warriors try their best to hold of the invading Uruk-Hai from breaking past the deepening wall.

As the battle continues the battle is looking grim for the elves and the heroes behind the Deepening wall. No matter how many Uruk-Hai are taken down more Uruk-Hai just replace the ones already killed as the huge army continues to storm through the hole in the deepening wall as well as fight on the wall as well as the elven soldiers are outnumbered. Theoden watches in horror and shock as Aragorn, Chief and the others try their best to hold off the advancing Uruk-Hai forces. The heroes continue to their best to fight and try to hold of the Uruk-Hai taking down many of them, Legolas takes out his two elven blades from his back and strikes a Uruk-Hai a couple of times in the back killing the Uruk-Hai. Gimli knocks down a Uruk-Hai to the ground and then brings his axe down on its face, Aragorn swings his sword upwards slashing up the Uruks face and killing it. Chief draws his combat knife as his energy sword runs out of energy and blocks a Uruks sword and headbutts the Uruk and then follows with a jump kick from both of his legs to the Uruks chest sending it flying into Uruks behind it. Chief gets back up and then pulls out his magnum pistol and fires it into a couple of charging Uruk-Hai and then reloads his pistol placing the last pistol mag into it and then putting it away as he then ducks under a Uruks sword and stabs the Uruk in the back of the neck and dodges another Uruks sword swinging his upper body to the left and punching the Uruk from above with his right fist sending the Uruk to the ground and then knocking away a Uruks sword with right arm and then stabs the Uruk in the chest with his knife and kicks the Uruk in the chest sending it flying. Rookie continues to fire his SMG at attacking Uruk-Hai before blocking a Uruks sword with his gun and knocking it away and then firing his gun into the Uruks back, Buck tackles a Uruk to the ground and drives his combat knife into the Uruks face and then gets back up in time to block a Uruks sword with his knife and then knees the Uruk in the stomach and then drives his knife into the back of the Uruk's head. The Arbiter Thel 'Vadam drives his energy sword into a Uruk-Hai lifting it into the air before throwing its lifeless body aside and pulls out one of his Plasma pistols and opens fire on the Uruk-Hai forces. As Chief drives his combat knife into a Uruks face and kicks another Uruk in the chest behind him he soon hears Theoden's voice call out.

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

"Nan Barad! Nan Barad! ((To the Keep! Pull back to the Keep!)" Aragorn yells

Chief gets on his comm "You heard Theoden and Aragorn Buck, Rookie, Arbiter pull back now!" Chief says

At that notice Buck, Rookie, and Arbiter begin to retreat with the rest of the elven forces.

"Haldir, nan Barad!" Aragorn yells catching Chief's attention as he looks up on the wall to see Haldir still fighting up there.

Haldir nods his head and begins to yell at his men to begin to retreat.

Legolas and Buck are forced to carry Gimli away as he struggles to get free and continue fighting "What are you doing? Argh! What are you stopping for!"

"Nan Barad! (To the Keep!)" Haldir yells at him men still on the wall as they begin to retreat.

Haldir begins to move and takes out Uruk in front of him when all of a sudden he is stabbed in his arm by another Uruk. With a grimace, he kills the Uruk-hai and looks down as his wound in seeming disbelief. An Uruk-hai comes up from behind him unnoticed and slices him down the back. Aragorn turns and see as Haldir falls on his knees and yells "HALDIR!" catching Chiefs attention as he helps a wounded elven up and turns his head. As Haldir goes down, he looks around him and sees his kin fallen among dead Uruk-hai. Chief sees as Aragorn begins fighting past Uruk-Hai to get to Haldir. Chief hands the wounded elven off to another elven soldier as he takes out his LMG and sprints to assist Aragorn. Chief mows down many Uruk-Hai in front of him with his gun managing to catch up to Aragorn as the two begin running up the stairs with Aragorn taking out a Uruk in front of him while Chief covers their rear firing his LMG into the Uruk horde passing through the gap in the wall. The two manage to get up the stairs and Aragorn catching Haldir he collapses. Haldir's head rolls back, his eyes empty and unseeing. Chief continues to fire his gun at incoming attacking Uruk-Hai as he turns to see as Aragorn bows his head in grief. Chief pulls out a grenade and primes it and tosses it forward sending Uruk-Hai flying into the air as he turns around and gets on his knees.

"Aragorn he's gone. There's nothing we can do for him now." Chief says

Aragorn moves his head and looks at the Chief as he then nods his head. Aragorn lowers Haldir's body to the ground as the two then begin to move out. Aragorn punches a Uruk in the face and jumps onto a ladder the Uruks raised from behind the wall and swings down to the ground crashing into a group of Uruk-Hai. Chief jumps down from the wall and as he flies towards the ground pulls out and primes two frag grenades and drops them into the Uruks below him as he lands far away from them and the grenades go off killing a large group of Uruk-Hai as he and Aragorn begin to retreat back to the keep.

Meanwhile the Uruk-Hai at the gate begin to break through making a large hole in the gate.

"Brace the gate!" a Rohirrim soldier yells Managing to cut down seven of them in a couple shots. pl

Soon Uruk crossbowmen begin to shoot at the defenders with their crossbows.

"Hold them!" another Rohirrim soldier yells as Rohirrim armed with bows and arrows begin shooting back at the Uruk crossbowmen.

"To the gate! Draw your swords!" Theoden says as he draws his sword and he, Gamling, and other Rohirrim begin to move towards the gate.

Meanwhile Buck, Rookie, and Arbiter join up with the marines, ODST's, and Elite on the wall as they begin shooting down on the Uruk-Hai on the wall.

"Glad you could join us Gunny. We're having a blast up here." Dutch says sarcastically

"Yeah well plans changed." Buck replies

As the ODST's, Marines, and the Arbiter and his Elite rain down bullets and plasma on the Uruk-Hai on the Causeway soon Uruk crossbowmen begin taking shots at them forcing them to seek cover from the incoming fire. Thel takes aim and fires his Plasma Carbine hitting a Uruk crossbowman and sending it falling off the causeway to the ground below.

Théoden and his commanders come to the gate, which is under heavy attack. The Uruk-hai are knocking down the gate and hacking through the broken wood. A Uruk-hai manages to grab Gamling's throat but Théoden quickly hacks off the Uruk's arm, but in return receives a lance in his shoulder. Theoden returns the favor and stabs the Uruk-Hai in the neck with a spear and pulls out the Uruk spear as Gamling comes to his aid and starts pulling him away.

"Make way!" Gamling yells as the Rohirrim make way and then charge at the gate in an attempt to hold off the Uruk-Hai.

"We can't hold much longer." Gamling says to Theoden

Soon the gate begins to crack open, Aragorn, Chief and Gimli have made it back into the keep and join the defenders at the gate. Aragorn stabs a couple of Uruk-Hai and Chief fires off a burst from his LMG taking out a few more Uruk-Hai just as Aragorn begins to lead him and Gimli to a small door to the left.

"Hold them!" Theoden yells

"How long do you need?!" Aragorn asks

"As long as you can give me!" Theoden yells

"Gimli! Chief!" Aragorn yells leading the two to the small door.

Soon more and more Rohirrim come charging towards the gate in an attempt to hold off the Uruk-Hai.

"Timbers! Brace the Gate!" Theoden yells

Aragorn, Chief and Gimli slip out a side exit and stand on a ledge just to the side of the main gate. Aragorn peeks over, seeing the large band of Uruk-hai storming the gate. Chief meanwhile puts away his LMG and takes out his combat knife.

"Ohh come on we can take 'em!" Gimli says quietly

"It's a long way." Aragorn says looking at Gimli

Gimli takes a peek and then steps back. "Toss me." Gimli says mumbling

"What?" Aragorn asks

"I cannot jump the distance! You'll have to toss me!" Gimli says

"Huh never thought I'd be hearing that out of the one who says "Never toss a Dwarf"." Cortana says

Aragorn nods his head and looks at Chief as he turns to grab Gimli.

"Oh! (Gimli stays Chief's hand and looks at both of them) Don't tell the elf!" Gimli asks

Aragorn and Chief both look at each other and say in unison "Not a word."

Chief then grabs Gimli and tosses him over to the head of the Causeway taking out some Uruk-Hai there.

"ARGH!" Gimli yells as he is thrown over

Aragorn soon joins in as he walks back a bit and then runs forward and jumps "ARGH!"

Chief follows soon afterword's getting a running start and jumping over the gap and landing on the Causeway kicking a Uruk-Hai from the side and sending it falling off the Causeway. Soon the three heroes engage the Uruk-Hai as they begin to defend the gate while the Rohirrim start shoring up the door.

"Shore up the door!" Theoden yells

"Make way!"

"Follow me to the barricade."

"Watch our backs!"

The Rohirrim start bracing the gate with wood and nails. Meanwhile out in the field of Uruk-Hai, Uruks begin loading enormous hooks into Ballista's.

"Throw another one over here!"

"Higher!" Theoden orders

Soon Aragorn, Chief, and Gimli form a circle and move around in a circle with each one of the three getting a swing at any Uruk that charges. Just then the Uruk-Hai begin to fire their hooks over the battlements as Rohirrim and the marines, ODST's, and Arbiter and Elites dodge the hooks. One ballista fires a hook that heads right towards Mickey "Oh Shit!" Mickey yells as he jumps out of the way with the hook hitting the machine gun and destroying it in the process.

"And there's goes our last MG." Dutch says

Hundreds of Uruk-hai climb onto super-ladders as they are pulled up towards the walls, the super-ladders locking onto the edge of the battlements with their steel grips and the Uruk-Hai begin climbing onto the wall forcing the Rohirrim and the remaining elves to start engaging the Uruks at close range combat while the men on the inner wall continue to fire arrows at the Uruk-Hai. Thel and the others begin engaging the Uruks at close range using their guns or combat knives to engage the Uruk-Hai while the snipers provided support from the inner wall at the Uruk-Hai. Legolas takes aim as another super-ladder is being pulled up and shoots away one of the ropes. The ladder falls back onto the Uruk-hai army. Romeo seeing this takes aim at another super-ladder that begins coming towards the wall and pulls the trigger sending a bullet through one of the ropes as that super-ladder falls back down to the ground as well. Dutch takes out a attacking Uruk-Hai with his assault rifle and then pulls out his Spartan Laser and heads to the wall and begins to take aim at one of the ballista's as the Uruk's begin loading another hook onto it but this time to try and cause casualties to the Rohirrim.

"Chew on this you pieces of shit." Dutch says as he begins powering up the Spartan Laser with some of the Marines providing covering for him as Uruks try to get at him. Just like that the Spartan Laser fires out a burst of red laser at the ballista which impacts and causes and big explosion destroying the ballista and sending Uruk's and debris flying in all directions and some of the Rohirrim and Elves seeing this become amazed at the sight of the Spartan Laser and its power.

Rocky and Rico both armed with MA5D's open fire at attacking Uruk-Hai taking out a couple of them, Cpl. Williams engages a Uruk at close range hitting the Uruk in the face with the butt end of his battle rifle while Pfc. Williams continues to fire her DMR at Uruk-Hai who charge at her. Luro continues to fire his Needler Gun at attacking Uruk-hai taking out many of them with the needle rounds as they hit and explode on the Uruks. Walker continues to unload his shotgun shells into the Uruk-Hai as they charge towards him sometimes having to use the butt end of his shotgun when they get too close and when reloading his shotgun. The rest of the marines fire away or use their weapons in close range fighting to continue to assist the Rohirrim and surviving Elves in fighting off the Uruk-hai forces.

At the gate the men are still trying to brace the gate as good as possible.

"Hold fast the gate!" a Rohirrim soldier calls out

Aragorn, Chief, and Gimli continue to defend the gate from the Uruk-Hai who are getting cut down one by one.

"Gimli! Chief! Aragorn! Get out of there!" Theoden yells through a crack in the gate.

"Aragorn!" Legolas yells as he tosses down a rope to them.

Aragorn grabs Gimli in one hand and the rope with the other and looks at Chief as he pulls out his LMG.

"Chief let's go!" Aragorn yells

"Go first I'll follow you when you're safely up there. Legolas won't be able to pull all three of us up!" Chief says

Legolas begins pulling on the rope as Aragorn and Gimli are lifted to safety while Chief opens up on the Uruk-Hai in front of him with his LMG mowing down the Uruk-Hai in front of him as they try to advance on him.

Dutch fires the last of the Spartan Laser's energy managing to take down the last Ballista just as the last super-ladder lands on the wall. Dutch puts away the Spartan Laser and pulls back out his Assault Rifle and rejoins the others in fighting off the Uruk invaders but more and more Uruks keep coming over the wall. Legolas manages to pull Aragorn and Chief to safety and tosses the rope back down to Chief who continues to fire his LMG at the Uruk-Hai before him. Chief takes a look at his HUD and sees as his ammo counter on his LMG rapidly goes down and prepares to go for his assault rifle when Cortana says to Chief "Chief Legolas dropped the rope!"

Back on the wall Buck noticing Legolas gets the Arbiter, ODST's, and Marines and Elite to head over and assist Legolas in helping Master Chief back up while Romeo and the squad of snipers continue to lay down cover fire. Everyone gets behind and grabs the rope.

Chief fires off the last of his ammo and swings his gun onto his back while also rolling out one of his grenades at the Uruk-Hai as he turns and runs to the rope just as the grenade goes off taking out more Uruk-Hai. Chief grabs onto the rope and begins pulling himself quickly up it while the others try their best to hold the rope as the Chief's MJOLNIR armor proves to be very heavy.

"Sheesh this SPARTAN armor does weigh a ton!" Mickey yells

"Just hold the rope until Chief gets up the rope!" Buck yells

Chief quickly jumps over the wall and joins with the others.

"Pull everybody back! Pull them back!" Theoden says to Gamling

"Fall back! Fall back!" Gamling yells

Just then the Uruk-Hai manage to get past the gate and begin storming in.

"They've broken through! The castle is breached. Retreat!" Theoden yells

"Fall back!" Gamling yells

"Retreat!" Theoden yells

On the outer wall Aragorn begins directing the Rohirrim and surviving Elves to the narrow pathway to retreat.

"Hurry! Inside! Get them inside!" Aragorn yells

Romeo and his squad of Snipers begin dropping all their frag and plasma grenades down onto the lower staircase in an attempt to slow down the Uruk-Hai and take out as many as possible and manage to take out a large amount of Uruk-Hai with heir grenades but with many more taking their spots as the snipers begin to retreat as well joining up with Chief and the others.

"Into the Keep!" Gamling yells

Soon the Uruk-Hai begin to reach the courtyard as the Rohirrim and Elven forces attempt to make it into the Keep. Chief melees a Uruk-Hai with the butt end of his assault rifle and opens fire on the Uruk-Hai forces as they charge forward.

"Everyone suppressing fire now! We need to cover Aragorn and the others so they can get to the Keep!" Chief yells

Soon the ODST's, Marines, and Thel and his Elites form a firing line and begin firing their weapons into the Uruk-Hai forces giving the Rohirrim and surviving Elves the chance to retreat into the Keep. Some of the Marines begin tossing grenades into the group of Uruk-Hai sending Uruks and body parts alike flying about but to no avail as the horde of Uruks continues to come forward.

"I'm out! I need a mag! I need a mag!" Ratchet yells finding no more ammo mags for his assault rifle

"My last one! Make it count!" Eckhart yells as he tosses his mag at Ratchet who catches it and places it into his gun and begins firing again.

"Chief everyone's inside come on let's go!" Aragorn yells

Chief looks back at Aragorn and nods and looks back at the Uruk-Hai who continue to advance stepping over the dead bodies of their fallen comrades to try and take out the Chief and his group.

"Alright everyone it's our turn get ready on my mark!" Chief yells pulling out his last grenade from his pack.

Some of the Marines begin slowly backing up as well as they continue to fire their weapons like crazy into the Uruks just as Chief yells "NOW!"

Chief rolls out his grenade and everyone begins to retreat just as Uruk-Hai forces begin to cross the narrow pathway from the outer wall. The grenade goes off killing more Uruk-Hai as Chief and his group quickly rush towards the Keep. Uruk's armed with crossbows begin firing at the retreating Spartan, ODST's, Marines, Arbiter, and Elites with many of the shots missing. Chief turns around and begins covering his group with his assault rifle as they hurry into the Keep with arrows flying all around him, Rocky is behind everyone else as he walks backwards firing his gun as well at the charging Uruk-Hai. Rocky turns around and is about to run into the keep when an arrow from a Uruk crossbow pierces through his left knee making him cry out in pain and fall to the ground holding his leg in pain.

"Sergeant Major's down!" Rogers yells

"Get him inside!" Chief yells continuing to lay down cover fire with his MA5D as Rogers and Walker pick up Rocky and drag him into the Keep and Chief follows last and the survivors slam the doors shut.

Dawn…

Banners of the White Hand are flying from the battlements of Helm's Deep. The Hornburg is overrun with Uruk-hai. Théoden and company are in the hall of the keep. Uruk-Hai wait outside the Keep just as a battering ram is brought up and charges into the door. Inside the hall the survivors try their best to hold the door gathering anything and everything in an attempt to barricade the door.

"The fortress is taken. It is over." Theoden says

"You said this fortress would never fall while your men defend it! They still defend it! They have died defending it!" Aragorn says

Chief grabs a table clearing all of the stuff on it and carries it over to the door and places it against the door. Chief then walks over as Rogers continues to handle Sgt. Maj. Rocky's wound he had sustained.

"How's he doing?" Chief asks

"He's doing fine sir we removed the arrow and I'm patching up his wound right now." Rogers says

"Geez how you like that of all the things that almost took me down and it had to be an arrow. I would rather off preferred a plasma grenade over something as ridiculous as this." Rocky says

Chief then turns as the others join up with him.

"How are we doing on ammo?' Chief asks

"Running low that's what." Parker says

"At the most I got maybe two clips left." Buck says

"I'm almost out of ammo as well." Mickey says

"Ammo's running dry Chief." Romeo says

"Might now have enough left to take on the remainder of the Uruk-Hai army out there." Walker says

In the Glittering Caves, the women and children cry in fear as they hear the battering ram banging on the door.

"They are breaking in!"

"They're past the door!"

"Alright take up defensive positions we are not about to go down without a fight if it comes to that." Chief says

"Got it Chief. (To the others) You heard the Chief defensive positions boys and girls." Buck says

Chief then walks over to Aragorn and Theoden as they discuss what to do about the Women and Children.

"Is there no other way for the women and children to get out of the caves? (Theoden does not answer) Is there no other way?" Aragorn asks

"There is one passage. It leads into the mountains. But they will not get far. The Uruk-hai are too many." Gamling says

The Uruk-Hai ram the battering ram into the door again as it begins to break.

"Send word for the women and children to make for the mountain pass. And barricade the entrance." Aragorn says

"So much death... What can men do against such reckless hate?" Theoden says

"With all due respect Theoden…Right now is not the time to be losing yourself. This is war. People die in war and there's nothing you can do to stop it from happening. Losing your mind because of the deaths of many others under your command…is just going to get everyone else killed. If you truly are the king of Rohan…then show it. Show your men that there is still hope, don't show them fear. Fear will only weaken their morale even more. You must show them that the king still has the heart of a warrior, a warrior king." Chief says

"And how could I do that?" Theoden asks

"Ride out with me… Ride out and meet them." Aragorn says

Theoden looks at Aragorn and then a light of determination shines in his eyes "For death and glory."

"For Rohan. For your people." Aragorn says

"For all of the fallen Rohirrim who died protecting Rohan from Saruman." Chief says

"The sun is rising." Gimli says

Aragorn looks up at a window to see faint light streaming through. Both Aragorn and Chief recall Gandalf's words.

"Look to my coming at first light on the fifth day. At dawn, look to the east."

"Yes. Yes! The horn of Helm Hammerhand shall sound in the deep one last time!" Theoden says with determination in his voice.

"Yes!" Gimli says as he runs up the steps to the horn of Helm Hammerhand.

As Theoden and the others mount their horse's Chief walks over to Theoden and says "We'll handle the Uruks that are left inside the place, once we clear the place out we'll join up with you out in the fields."

Theoden nods his head as he looks at the door as it begins to give away from the battering ram "Fell deeds awake. Now for wrath! Now for ruin! And a red dawn!" Theoden then places on his helmet as Gimli blows the horn.

The Uruk's break through the door to the keep "FORTH EORLINGAS!" Theoden yells as he along with Aragorn, Legolas, and the remainder of the Rohirrim charge forward on their horses and begin to charge through and hack their way through Uruk-hai.

Théoden leads the charge out of the keep into the Hornburg, slashing away at the Uruk-hai as they go. Without pause, they storm out of the gate and down the Causeway, right into the column of waiting Uruk-hai. Meanwhile Chief, Thel, the ODST's, Marines, and Elites open fire on the remaining Uruk-Hai who charged through the gate and rush outside into the remaining Uruk-Hai forces inside the Hornburg. The surviving Elves stay inside the Keep as Chief orders his group into a firing line with the ODST's, Arbiter, and Elites on his right and the Marines minus Rodgers and Rocky on his left.

"Give them everything you got!" Chief yells as the group begin to slowly walk forward firing their weapons in short bursts or semi-automatic taking out Uruk-Hai both up close and far away on the wall.

Some of the marines begin running out of ammo for their main gun and begin taking out their sidearms and continue to fire on the Uruk-hai forces. Just as Chief runs out of ammo he puts his gun on his back and takes out his combat knife in his left hand and his energy sword in the right hand and charges forward at the Uruk-Hai forces. An Uruk on the wall jumps at him but Chief cuts it in half with his energy sword, Chief jumps onto the battlements and begins engaging the Uruks in close quarters combat using his energy sword and combat knife to take down the Uruk-Hai. The Marines break to the left and begin engaging the Uruk-Hai on the small pathway and then pull out their combat knives and begin attacking the Uruks on the battlements above the gate. Thel, the ODST's, and Elites break to the right and begin dealing with the Uruk-Hai on the ground switching to close quarters combat when they run out of ammo for their gun.

Chief stabs a Uruk with his combat knife and pushes it out of his way and kicks another Uruk in front of him and then decapitates another Uruk to his rear. The Marines continue to engage the Uruks on the wall managing to best many of the Uruks and their armor luckily giving them protection from the Uruks swords. Thel, the Elites and ODST's continue to fight through the Uruks on the pathway with their energy swords/combat knives cutting down many Uruk-Hai in their way. As Chief finishes off the last remaining Uruk-Hai on the battlement he then looks to the east and sees a white rider against the rising sun.

"Gandalf." Chief says

"Gandalf." Aragorn says

Soon the remaining army of Uruks begin to turn their attention towards Gandalf as Gandalf looks down on the remaining horde of Uruk-Hai and Helms Deep.

"Théoden King stands alone." Gandalf says

Just then from behind him Eomer appears on his horse "Not alone. (Unsheathes his sword into the air) Rohirrim!" Eomer yells

Just then Riders of Rohan appear behind Eomer. Just then o the left of Gandalf a Warthog pulls up.

"Is that a Warthog!?" Parker says

"Looks like we just got here in the nick of time." The Marine in the driver seat says standing up

"Marines! Elites! Rally up!" The Marine yells

Just then from behind the Warthog 7 other Warthogs appear.

Of the 8 Warthogs 4 of them have Machine Guns mounted onto them, and the rest are the troop carrier versions. Marines and Elites stand up either manning the machine gun or prepping their weapons for combat.

"Ohhhh Shit the Uruks are screwed now!" Sanchez says

"To the king!" Eomer yells

The rest of the Riders yell as well.

"LET'S SHOW THEM WHAT MARINES AND ELITES ARE MADE OFF!" the Marine leader yells gaining yells/roars from the Marines and Elites.

The Rohirrim, Gandalf, and the Warthogs begin charging/driving down the slope. Half the Uruk-hai army turns to face the challenge, bearing their spears down towards the riders and roaring a battle cry. As the riders draw closer, the sun rises behind them, momentarily blinding the Uruk-hai who raise the hands (and spears) to shield their eyes.

"AHHHHHHH!" Gandalf yells as he charges forward with his yell echoing throughout.

The riders crash right into the Uruk-hai and engage them in battle breaking through the spears and charging into the horde of Uruk-Hai. Meanwhile the Marines and Elites open fire from the Warthogs at the Uruk-Hai forces as the Warthogs drive right through the Uruk-Hai forces in the front with the spears breaking upon impacting the armor of the Warthog. Marines and Elites alike mow down Uruk-Hai forces with the four machine guns, as the rest of the Marines and Elites fire down on the Uruk-Hai forces with their guns from the safety of the Warthogs with the Uruks not standing a chance.

Chief and the others finish up on the battlements and rush to join in on the action in the fields while also fighting their way towards Warthogs to try and get some ammo and weapons. Chief arrives at one of the Warthogs just as his Energy Sword runs out and stabs a Uruk in the chest with his combat knife.

"Chief!" one of the Marines yell tossing Chief an assault rifle

Chief grabs it from the air and begins laying waste to the Uruk-Hai forces before him while the others manage to get weapons as well from the marines and elites.

With the large reinforcements of Rohirrim, as well as the arrival of the Marines, and Elites from the other 8 Pelicans what's left of the Uruk-Hai forces begin to retreat as they try to escape the carnage.

"Victory! We have victory!" Theoden yells with a victorious cry while raising his sword into the air.

As the Uruk-Hai forces attempt to escape from the wrath of the Rohirrim they begin to flee into a strange forest, which had not been there the night before.

"Stay out of the forest! Keep away from the trees!" Eomer yells riding in front of his men as the Men and Sangheili watch as the Uruk-Hai retreat into the trees.

"Uhhh were those there before?" Mickey says

"No kidding I don't remember those trees being there at all before." Buck says

"And why is it that guy doesn't want us going in after them?" Dutch says

"I have a feeling we're about to find out." Chief says

As soon as the last Uruk disappears in the forest, the trees start to move and shake and the Uruks can be heard screaming for their lives. But not a single one can escape his fate.

"Oh that's probably why." Romeo says

"I kinda feel sorry for those poor bastards." Dutch says

With the Uruk-Hai army dealt with the men begin to deal with the cleanup of the place as they check to make sure all the Uruk-Hai are dead while also searching for any wounded soldiers. A Rohan soldier drops a dead Uruk-Hai. Legolas walks towards Gimli who sits on a dead orc smoking his pipe.

"Final count... 42." Legolas says looking at his bow

"Forty-two? Oh, that's not bad for a pointy-eared Elvish princeling. I myself am sitting pretty on 43." Gimli

Suddenly Legolas nocks an arrow and shoots the Uruk between Gimli's legs surprising him as he looks at Legolas.

"Forty-three." Legolas says pleased

"He was already dead." Gimli says

"He was twitching." Legolas says

"He was twitching because he's got my ax embedded in his nervous system!" Gimli says moving his axe causing the dead Uruk-hai body to move as well

"Forty-three…not bad." Cortana says as she appears to the two in a portable holo tank that was brought by one of the marines from a crashed Pelican.

"Forty-three not bad HA!" Gimli says

"And I suppose your Master Chief did better." Gimli says

"As a matter of fact he did do better. Better than the two of you combined." Cortana says

"Oh really now Cortana. How many?" Gimli says as he begins to smoke his pipe again

"Hmmm at least between 200-300 dead Uruk-Hai." Cortana says causing Gimli to take out his pipe and cough like crazy for a bit.

"200-300…that's quite impressive." Legolas says

"Nonsense. If maybe he didn't have those blasted weapons of his he would off gotten less!" Gimli says

"Gimli you don't even know who you're talking about. Chief could off easily gotten 200-300 using just his bare hands. If there's one thing about the Chief that I've learned about while with him…it's never doubt his abilities in battle." Cortana says as she floats off.

Meanwhile the UNSC and Separatist forces meet up behind the Deepening Wall where all of the parked Warthogs are located.

"Alright Chief did a headcount we have all 112 accounted for. Plus us, and the marines, and Elites from the other Pelicans that's 134 forces in all…well plus you 135, we also have all the pilots from each Pelican accounted for so 10 more personnel right there we have 145 forces of our own here in all." Buck says

"Thanks Gunny. I better have Cortana start explaining the situation to them. Also Buck when the Pelican gets here, send your squad on it and have them go back to the Dawn. We're going to be needing all the weapons and ammo from the Dawn and also bring in those last two Warthogs that were still functional on the Dawn. One has a machine gun the others a troop transport. We're going to be needing them to transport our equipment and men when we leave this place. I'm just surprised they were able to get everyone onto just those 8 Warthogs." Chief says

"They did say that it was a lot of tight squeezing." Buck says as he walks off.

...

An hour later…

After the surviving Elves begin their journey home, all the dead are buried, all the wounded are being taken care of, and Cortana having brought the other UNSC/Separatist forces up to speed on the events that are happening.

Over in the realm of Rohan, Gandalf, Théoden, Aragorn, Legolas, Gimli, Eomer, Gamling, Chief, and the Arbiter ride to the top of a slope, looking towards the Mountain of Fire in the distance.

"Sauron's wrath will be terrible, his retribution swift…The battle for Helm's Deep is over…The battle for Middle-earth is about to begin. All our hopes now lie with two little hobbits. Somewhere in the wilderness." Gandalf says