A/N: Finally got this up!! Yeah, I know, it's been awhile. Enjoy and please review!

As Ella followed Gimli and Legolas to the kitchens, she became preoccupied with the thoughts that threatened to burst from her head. ~What am I doing? He's almost three thousand, and I'm 19!~ The thought that surfaced most frequently was her immense happiness. ~You are about to fight a war, and this is all you can think about?~ she asked herself roughly. ~Snap out of it!~ Ella continued down the hallways with somewhat more orderly thoughts. She would deal with this later. They partook of the meager rations given to them, dutifully chewing the unappetizing stale biscuit and dry meat. They ate in one of the many caverns, this one set up to function as an extra kitchen. Ella at first avoided Legolas' gaze, but chided herself for immaturity and levelly met his gaze. They both smiled, and Ella had to tear her eyes away when Gimli asked her a question. They reemerged after their repast to help.

Théoden was preparing the fortress for war. How you could further secure a seemingly impenetrable fortress was beyond Ella, but she would watch and learn. She helped with minor repairs, but after a while went to find Legolas. She finally found him conversing with a tall and ragged man. Hesitant to interrupt, she stayed in the shadows a moment longer. When she saw the elated expression on Legolas' face, she examined the man again. Underneath all the grit and grime, she recognized Aragorn. She rushed toward him with and excited yelp, and embraced him. Pulling back, she saw his grimace and raw shoulder.

"You're hurt! Get that bandaged!" Ella said.

"We have more important matters to attend to," he replied grimly, striding to the doors leading to the King's chambers and throwing them open. Ella and Legolas exchanged glances and followed in his wake.

"There is a great host of Uruk-hai bearing down upon this very fortress as we speak," Aragorn stated bluntly, ignoring the openmouthed shock reverberating through the chamber. Théoden was first to recover.

"A great host, you say?" he asked, "How many?"

"Ten thousand strong," Aragorn replied. Silence fell like a damper. "An army built for a single purpose: to destroy the world of men. They will be here by nightfall."

Théoden pondered this statement for a moment, the sheer numbers drowning his confidence. Yet, it buoyed upwards, and he challenged, "Let them come!"

There were many preparations to attend to. Every male who could lift a sword, whether he strained to lift it with arms weak with age or youth, was selected and outfitted with helm and sword or ax. The snaking line of recruits coiled through the armory.

The women and children were sent to the caves underneath the fortress. The stark fear on their faces was evident. They knew why they went down to the caves.

Ella, Gimli, Aragorn, and Legolas accompanied Théoden in his last survey of the defenses, Ella watching more than contributing. They stood outside the wooden gates on the ramp.

"No army has ever breached these walls or set foot inside the Hornburg," Théoden boasted.

"This is no rabble of mindless orcs," Gimli told him, "These are Uruk-hai. Their armor is thick and their shields worn."

"I have fought many wars, Master Dwarf," Théoden growled, "I know how to defend my own."

Gimli's skeptical look was still doubtful, but he filed after Théoden. The black haze of crebain circled in the sky, waiting for the impending carnage. They were the first sign of the evil to come. The sky was still baby blue and innocently unsuspecting. Ella took one more glance at it and turned to follow Gimli. They covered the ramparts, Théoden continuing to predict their imminent victory for the ears of his soldiers.

Dusk came, and found the companions inside the armory, supervising the last of the recruits receiving their weaponry.

"Farmers, stableboys. These are not soldiers," Aragorn said, surveying those gathered.

"Most have seen too many winters," Gimli added.

"Or too few," Legolas said, "Look at them," he continued, "They are frightened. You can see it in their eyes."

"And they should be," he said in Elvish, unlike his usual smooth and rhythmic voice, "Three hundred against ten thousand!"

Ella's brows creased. She did not know where Legolas intended to go with this.

"They have more hope of defending themselves here than at Edoras," Aragorn said evenly. The tension between the two was increasing. The buzz of noise in the armory faded to a slight hum, all attention focused on the pair. The people did not understand what was said, but expressions are universal, and they comprehended the gist.

"They cannot win this fight. They are all going to die!" Legolas said to a now silent room.

"Then I shall die as one of them!" Aragorn forcefully shot back and stormed out of the armory. Legolas, too, angrily departed. Ella and Gimli were left in the armory. Choosing to let each of them to simmer down, they walked over to another section of the armory where the full body armor was kept, the kind that was not generally issued. Gimli helped Ella select the most lightweight and sturdy suits, his expertise clearly showing. Ella gathered all the potential armor candidates to her chest and left the armory, searching for an unoccupied corner in which to try them on. She quickly found a darkened corner, and gratefully dropped her load. She picked up a piece, scrutinizing it, trying to figure out where it was supposed to go. She nearly dropped it on her foot when she was abruptly spun around and kissed. Ella was startled at first, but leaned into Legolas, savoring the moment. She pulled back after a while, remembering her discarded armor.

"Hey," Ella said, burying her hand into his flaxen hair, "You all right?" Ella wasn't sure what had caused the exchange between Legolas and Aragorn. Her first assumption, had Legolas been human, would have been that of fear. The tension of their situation might have been grating on his nerves, but she suspected that elves were immune to such debilities, and would not insult him by suggesting it.

"Fine," was the automatic reply.

"That wasn't very convincing," Ella remarked, "You can't really expect me to drop it, now." Legolas' expression lightened, but regained its solemn cast as he organized his thoughts.

"I am not angry at Aragorn, I am more angry with our present circumstances. We are fighting for Middle-Earth, not singly for the race of man, or the race of dwarves. There should be an alliance such as the old fighting this war. That is what I am angry at. We have come so far, and I dare not hasten to think that this is all in vain and we will fail because of the prejudice and recalcitrance of a few."

Ella smiled, understanding at last.

"Are you going to explain this to Aragorn?" Ella asked. Legolas nodded. Ella again picked up a piece of her armor.

"So, umm, where does this go?" Ella asked, doing her best to retain her dignity while asked a question that many on Middle-Earth had been able to answer since their eleventh year.

"I did forget that you are not originally of this world. You seem like a native," Legolas said, taking the piece from her and strapping it to her shoulder. Ella had been about to put it on her leg. "You will have to tell me more of it one day," he added.

"I don't know if you will like it," Ella replied, thinking of the cement covered ground and comparing it with the soft rich-smelling loam that blanketed Middle Earth. She was outfitted in her armor quickly. The burnished chest plate didn't properly fit, so a jingling sheet of chain mail replaced it, worn over top her usual tunic. She elected to forgo the leaden leg protection that some wore after she tried it on and almost fell over. She also went without a shield. Feeling unusually weighed down, Ella followed Legolas back into the main chambers of the fortress. He went into the room where Aragorn had stashed his armor and would now be suiting up. He went in alone.

Ella waited outside the door, giving them privacy. She was so apprehensive that she felt lightheaded, as if what occurred wasn't real. There was no use in going over spells now; if she didn't know them, she never would. The seemingly endless waiting grated on her already stressed nerves. She turned as she heard a half-stomping, half-clanging noise approaching her from the corridor. Gimli came into view, dressed in absurdly large mail. Ella gestured to the door, placing her finger to her lips. Gimli understood and gruffly whispered, "Think they're 'bout done?"

Ella nodded, and tried to hide her smile as she watched Gimli maneuver his already squat figure, further hindered by the chain mail, through the door.

"It's a little tight across the chest!" he grunted as the chain mail puddled at his feet. Legolas and Aragorn, clearly on better ground, concealed their mirth as well.

"That is no orc horn," Legolas abruptly said, perplexed. Soon the others heard the blunt, yet not unpleasant sound. Legolas and Aragorn both ran up the steps to the gates of the fortress. Ella, about to follow, heard Gimli struggling with the chain mail. Taking pity on him, she helped wrestle the mail off of his frame, almost sending herself into the adjacent wall in the process. Together, they followed Legolas and Aragorn. They came out on top of the gates in time to see the last of the elven archers assembling. They were an impressive sight. Their dark cloaks hid their features, making them seem uniform, and illusion reinforced by their synchronized movements. Some of their brightly burnished armor shone through their cloaks.

"I bring word from Elrond of Rivendell. An alliance once existed between elves and men. We come to honor that alliance," An elf Ella remembered as Haldir, in command, said. Aragorn ignored the proffered hand, and hugged him.

"You are most welcome!" he said.

The elven guard stood at attention, moving as one.

"We are proud to fight alongside man once more," Haldir finished.

From Aragorn's estimates, the host of orcs would soon arrive. He would command the legion of elves, positioned along Helm's Dike. As Ella was about to follow Legolas and Gimli to their position above the gate, a ringing voice halted her.

"Pray tell me, girl, where you are going."

Ella swung around to face King Théoden, and neutrally replied, "I go to my post."

"Your post," Théoden told her, for all to hear, "is in the caves with the women and children. I do not need my men burdened with thoughts of protecting the woman." There were several snickers following this statement as well as murmurs of agreement.

"I can defend myself as well as one of your soldiers," Ella said, putting sarcastic emphasis on the word 'soldiers', "And unlike they, I have magic that can be used against the host of Uruk-Hai."

"You will not go," Théoden bluntly declared.

Ella had seen Gandalf do this once to Bilbo. She gathered a little power to her and rose to her full height while at the same time releasing a little of her power. She seemed to grow, and a deadly glare flamed in her eyes.

"I AM going," she boomed, tired of stepping around the King, stubborn to a fault, and tired of diplomacy. To the eyes of the men gathered, she gained inches, but more importantly, she gained austerity. This man was not going to prevent her from doing what needed to be done. Glancing disgustedly toward the King, Ella released her power and stalked off to her station.

On the walls, Ella had been given a bow, and was receiving a last minute tutorial from Legolas.

"What's the use?" a nearby soldier asked bitterly, "She's just going to forget it anyway."

Ella aimed her loaded bow at his head.

"Wanna bet?" she asked. The soldier backed down, giving her a dirty glare. Tensions were high, and fear raced rampant through the ranks. Ella turned back to reviewing what Legolas had taught her, thankful for something to do. She didn't even want to think about magic.

The sound of the Uruk-Hai was the first sign of their approach. It pounded ahead like a warning of what was to come. At that moment, the thunder and lightening started, accompanied by a downpour that made the appearance of the first ranks, coming into sight like a black line, all the more frightful. All were dressed in the same armor, imprinted with the same white hand, and some carried flags with the same symbol. A tremor ran through the ranks at the hideous sight. A commanding Uruk, positioned atop a boulder, roared a halt to the ranks. The line stopped, evenly drawn. The Uruk-Hai drummed their spears in the mud, drowning out any other sound. Ella saw that the pounding of spears was a psychological tact, and fervently hoped it wouldn't work. The guardians of Helm's Deep stood ready, awaiting the order to fire. A solitary arrow sailed across the gap separating the two forces and struck an Uruk in the throat. It gave a hoarse moan and keeled over, dropping its spear and sprawling in the mud. There was a moment of silence, broken by howls of rage emitted from the throats of the Uruk-Hai.

"Things look up," Ella commented, "Only nine thousand ninety-nine to go!"

This was received with wry, but brief amusement, for the Uruk-Hai had charged forward, and the order to fire had finally come. The first layer of Uruks were peeled away by the first volley, but then sprang up to replace every one that fell. Ella's inexperience with a bow wasn't critical-she had merely to fire in the direction of the mass and she would hit something, even if it wasn't what she aimed for. Arrows continued to hiss from the ramparts, but the Uruks continued to advance toward the stone walls. When they came in range, they revealed the crudely crafted wooden ladders, which they then propped against the walls and mounted. Ella grabbed another soldier and together they heaved a ladder away from the walls. Panting with exertion, Ella discarded pushing the ladders, but quickly came up with another. ~Hmmm,~ she thought. ~Wood burns!~ She waded through a group of soldiers until she found a ladder of Uruk that hadn't yet reached the walls. She leaned over the rampart, and chanted:

Climbing Uruks, I advise you to scatter Before I ignite and burn down this ladder!

The spell worked well, and Ella watched with satisfaction as the ladder crumpled and the Uruk-Hai were sent tumbling downward. For the most part, Ella was able to keep ladders off the walls in her section, leaving the soldiers free to help out with orcs that had gained admittance through ladders in other regions of the fortress. Finally, there was a slight lull in the fighting, and Ella was able to take a breath of respite. She took survey of the fortress, realizing with horror that the elves were taking the hardest hits. She waded through the defenders, finally reaching the Dike. She used her fire spell to help out the harried elves, setting fire to orc and ladder alike. Ella paled as she saw several of the Uruks tossing the wounded elves over the walls to those waiting below. Furiously thrusting her sword through an Uruk, she jerked it, the body sliding off the dripping blade. Running to the rampart, she leaned over, and grimaced as she heard the agonized shriek of an elf, immortal no longer. Ella heaved, her body and mind rebelling against the horrors, almost vomiting, but forced herself to focus. New adrenaline pumped through her blood, and she turned back to the rampart. Another wounded elf was hoisted off the walls. Forgetting the spell words she had devised, she mentally focused her power to snatch the elf back to safety. Ella jerked forward, almost dragged off her feet by the magical bond she had created. Ignoring the screaming protest, she slowly drew the confused elf upward. Once she knew he had reached safety, she let go and staggered back against the walls gasping. An Uruk-Hai rushed her, and she was barely able to parry his swing in time. A glancing blow left her arm useless, her sword clattered to the floor. As the Uruk raised his ax to finish her, Ella's rescued elf weakly blocked the blow. Ella fumbled until she grasped the hilt of the knife in her boot, and rose, thrusting the blade into the gap between the armor at the base of the Uruk's neck. It shuddered, and collapsed.

Ella found her sword and hauled herself up again, taking stock of the state of the battle. She turned toward the gate to see how it was faring, and saw the squad of Uruk-Hai, creeping up the ramp in Roman phalanx formation, their shields creating a wall between them and the arrows that rained down upon them. They were making their way to the gate quickly. The gate was the most critical point of the fortress, and realizing it, Ella pushed through the crowded walls in a frantic effort to get there. The physical activity made her feel drained, and she grimly realized that she had strained her magic and had absolutely nothing left. Her legs were lethargic, it took triple the usual effort to coax them into moving.

She was so focused on reaching the gate to help out its defenders that she didn't watch her back and was surprised when the back of her tunic was grasped and she was hauled around to face the Uruk-Hai commander. Ella had seen Théoden when Saruman had possessed him, and this time was able to identify the wizard's mark upon the Uruk-Hai quickly.

"You are a valuable asset to Gandalf," the Uruk started, the wheedling, sugary tone in its voice something new to Ella's ears, "You are so powerful, but now you are so tired. Wouldn't you want more power, more magic? You could help your friends so much more then. All those worries you have about letting them down- they would be worries no longer, not with more magic. You can become my apprentice, learn from me. Gain more power from me."

Ella listened, partially because she had no choice-the orc grasped her arms tightly- and partially because that had been on her mind for weeks. More power, more magic-that was what she needed! She didn't even feel the shields that she had worked so hard to erect with Lady Galadriel crumble, she didn't feel the foreign entity inside her mind. The words were so persuasive, she hardly heard the giant explosion that rocked the fortress, or the bodies and blocks of stone that were hurled into the air as a result of it. All she could think of was what she could do with more magic, how much good she could do.

~Ella!~ a panicked voice called from the recesses of her mind, ~Do not listen! He lies! He would sap you of your powers and use them for his devices! You musn't listen~ Ella's mind rebelled. Why shouldn't she listen? She was doing this for the good of her friends! ~Don't greed choose your path!~ the voice persisted, ~You must trust me.~ Ella now felt two entities in her mind, but slowly, one was pushed out, her shields restored, and new magic flooded into her body. This magic was not Ella's, she could feel that, but it was similar, and she could use it. Both she and the orc grasping her came into focus at once, but Ella was the quicker one, and buried her sword in its chest. Ella joined the defenders, fighting like there was no tomorrow. She hardly realized the minor cuts she sustained, so intent was she on wreaking all the havoc she possibly could. The Uruk-Hai were now bringing in heavier siege engines, ones that could carry twenty orcs at a time up to the walls. Ella used her rejuvenated magic to burn some of the ropes that carried these engines, also setting fire to random orcs in crowded areas, knowing the fire would spread to more of them. Ella hardly heard the cries to retreat into the Keep, and was one of the last to enter the safety of it. The fighting was still furious there, and Ella was quickly engaged, and thought about nothing except the opponent she tried to skewer upon her blade. She gradually found herself facing the gate, and saw the ram pounding at it, wearing down on the already tenuous hinges. Summoning up more of her reserve energy, she worked her way over to it so that she could channel her magic to strengthen it.

Gate be strong and solid; do no bend, Behind these walls keep us safely penned.

The spell sapped much of her energy, but seemed to fortify the gate because the ominous creaking subsided. Ella was surprised by an orc, who took advantage of her momentary lapse in concentration, and was slashed across the shoulder. She could feel the hot blood well up, creating a moisture that clung to her tunic. With difficulty, she finally managed to take it down. Again, she heard the calls to retreat, this time to surrender the Keep. Angry to give up such a prize to the Uruk-hai, she cut down another orc with renewed energy, reluctantly she made her way into the corridors of the fortress. The halls were interlaced with people, so much so that it was impossible to go from one side to the other, but there should have been more. The casualties suffered by the defenders of Helm's Deep were not nearly as severe as the Uruk-hai had suffered, but the original force was depleted to the point of ineffectiveness. All headed toward the inner part of the fortress, for the gate had already been broken, and Uruk-hai were leaking in. Ella began vainly to push through the chaos of defenders, trying to find a familiar face and praying that her friends had survived. She caught a flash of gold in the tussle, but was convinced her eyes were deceiving her. Resignedly, she turned and followed the rest of the defenders further, where they would attempt to make another stand. She then saw Legolas, scanning the crowd. She gave a delighted cry upon seeing him, and the firmly controlled expression melted from his face to be replaced with relief. Ella tumbled into his arms, hugging him hard. Before she could speak, she was firmly kissed.

"Come," Legolas whispered into her ear, "Théoden is assembling in his throne chamber. We meet there." He deftly wove through the throng, towing Ella behind him. When they reached the threshold of the throne room, Legolas placed another lingering kiss upon her lips, one that Ella was more than happy to receive.

"I was worried," he breathed into her ear, "I lost sight of you."

"You probably wouldn't have wanted to see me," Ella replied, her eyes conveying the things she had no time to say. Legolas embraced her again, this time in comfort, and they entered the throne room. As they were its last occupants to arrive, they immediately barricaded the entrance. Ella decided against using her magic to help, knowing she would soon have need of it.