Author's note: Thanks to everyone who reviewed and Artemis for bringing me up to date on what happens in ROTK.

OK, I've changed a few things to fit in with my story. I hope no one will mind too much, but it is a fanFICTION so I'm allowed a little artistic license, right?

#1. After Gollum lead Sam and Frodo to Shelob, he ran off and they didn't see him again.

#2. The history of Sauron and Morgoth. I know that Morgoth was Sauron's mentor etc etc and the Dark Lord of the First Age. I also know he was slain by good guys, an elf I think. But just for the sake of this fanfic, Sauron killed his master, right? ;-) And Sauron had a wife.

Please allow me these changes! The reason why I'm doing it is because Sauron isn't really a character in the books or films, but in this I do want a bit of character in him for this.

Well, now for chapter 3.

Grima and Saruman watched from a distance as the uruk-hai struggled out of their birth-sacks. Already, the orcs were at their apex, deadly and merciless. Two dozen crawled out of their slimy cases and rose up, flexing their muscles as drops of residue hung from their dark skin.

They were in the bowels of Mordor, where an uruk factory had just been finished. The first batch had just been born, and the Mordor orcs kept their distance, knowing their inferiority.

Grima looked up at Saruman, "Lord Sauron's magic creates the uruk-hai even faster than you did, my Lord", he observed.

The white wizard said nothing.

His aide continued, "Within a few days, we will have hundreds of master- bred orcs at our command".

"Not our command, Worm", Saruman sneered, "At HIS command. As my uruk-hai were loyal to the White Hand, so too are these loyal to the Lidless Eye".

Grima understood immediately what Saruman was implying, and was stunned and horrified, "My Lord, Sauron has still need for us! He will not dispose of our services as long as we serve him".

"That is not true".

Saruman and Grima wheeled around to see Sauron coming their way, stomping over the ash floor, for even the deep underground in Mordor is burnt.

Grima yelped. "It seems YOU have outlived your usefulness", Sauron bellowed, staring hard at Grima.

Wormtunge screamed in horror at some unseen pain, then dropped dead to the floor.

"Saruman the White", Sauron growled as he stepped closer, "You are fortunate in that you remain useful and a competent commander".

Saurman dropped to one knee before his Master.

"I place you in charge of breeding and arming the uruks", the Lord of Mordor continued, "With my dark sorcery, the will grow strong and they will grow quickly. Behold".

He outstretched his palm in the direction of the mud embankment from which the uruk-hai were being born. Already, forty were squirming their way out.

The Ring glowed, and a slow chant came from it.

More and more uruk-hai were born, the rates doubling, then tripling in a few minutes until ten times the original amount of uruks being born stood before Saruman, hissing and snarling as they stretched.

"The Worm was wrong", Saruman observed, keeping his tone humble as he rose up off his knee, "In a few days, we will not have hundreds but thousands of uruk-hai ready for war".

Sauron nodded slowly, "They will join the army of Mordor".

He pointed to the lip of the chasm in which they stood, and there Saruman could see an army nearly several thousand strong, marching in formation. Sixty thousand Mordor orcs, armed with bows, scimitars, shields and pikes. Thirty thousand Moria orcs with bows, swords and shields. Six thousand Easterlings wielding shields and axes. Four thousand Southrons armed with spears and bows. A thousand other miscellaneous monsters, such as trained wargs, oliphants and trolls with spears, mallets and axes. Here and there was the banner of Mordor.

The ground shook as the evil soldiers and beasts of the Lidless Eye marched on in an endless river of flesh, bone, metal armour and weapons.

The two generals, Lurtz and Uglúk, were at the head of the troops, their loyalty to Saruman evidently erased and now bound to Sauron. As they lead the beasts past the canyon, they spotted Sauron, halted and saluted. Their charges all did the same, waving weapons, rearing up, snarling, roaring, trumpeting and screaming.

Those with the ability of speech chanted, "Hail to the Lord of Middle- Earth! Hail to the Lord of Middle-Earth!"

Sauron raised his hand in greeting and they cheered with an even greater passion.

The Dark Lord roared, "An army worthy of Mordor!"

***

The dungeon of Barad-Dûr was silent, save for the heavy breathing of the two resting troll guards. In the darkness sat those who had dared to invade Mordor and challenge Sauron.

"Sauron's army swells", Gandalf said eventually, hearing the heavy marching of armoured soldiers.

"Surely by now Rivendell, Lothlórien, Gondor and Rohan realize there is no force that can halt Sauron's army in its tracks?" Legolas pondered.

"That has never stopped them before", Aragorn pointed out, "If Middle-Earth is conquered, neither Númenor nor the elves will have it said it happened due to their lack of trying. Even Sauron concedes this".

"If only there were more dwarves willing to leave the Mountain halls and fight!" reflected Gimli bitterly.

"It is useless to face the wrath of the army of Mordor", Gandalf observed, "As with all dictatorships, if the leader is destroyed so too are its forces", he paused and looked at his companions, regarding them all carefully, "We must destroy Sauron. If the Ring were taken from his hand, then we could dispose of it once and for all in Mount Doom, thus banishing his body and spirit".

"Destroy Sauron?!" Gimli spluttered, "Why, you talk of the impossible, my friend. His power is inconceivable and that of the Ring just as great. He would kill us all in the blink of an eye. And what's more, we cannot escape this wretched cell!"

The debate continued, every one having some point to offer and some foibles of another's plot to point out. Only Frodo turned away. He leaned against the cell walls, his face a picture of misery and suffering. Then he heard a voice.

"My preciousss".

He sat up quickly, searching the area outside of the cell, and there he saw him. Gollum. The gangly creature was creeping past the two slumbering trolls, cursing quietly, unnoticed by Frodo's friends due to their debating.

"The Dark One has the preciousss! It has gone! They took it to him! Yes, they escaped her and took it to him! The filthy little thieves!"

Bubbling up inside Frodo was rage, conceived by his knowledge of the trap Gollum had led them into in Shelob's lair. But there was something else. He could feel pity once more for the little creature as it skulked up to the cell, unaware that Frodo was watching it.

"No, no, no! We should never have tried to hurt Master! He was kind to ussssss! He was our friend! Not like you, I hate you!"

Frodo could not hold back anymore, "Sméagol!"

At once Gollum tensed. He scanned around warily for Frodo, then saw him. He released a hiss that was terrifying simply for it's malice, then lunged at the hobbit, who jumped back from the jail bars to avoid the claws of Gollum.

The terrific commotion attracted the attention of the others, who leapt up to see the spectacle. Sam spat and wringed his hands in anger.

"Master betrayed us!" Gollum howled, "We ought to claw out his eyeses! Filthy little hobbit! Kill him, and the fat hobbit too!"

"No, no, no! We don't know he betrayed us!"

"Yesss we do! He led the nasty men to us! He tried to kill us!"

"Sméagol!" Frodo urged, "Quieten down, don't wake the trolls!"

But it was too late. With great snorts and grunts, the trolls slowly stirred, roused by the noise. Gollum continued his schizophrenic seizure, uncaring of the troll's wrath.

"Sméagol, listen! I didn't betray you! Please listen!" Frodo pleaded.

His friends stood back, not wanting to disturb the hobbit's taming of Sméagol, watching in a mixture of disgust and fascination at the creature. The guards rolled up onto their feet, blinking sleepily.

"This is our last chance to destroy the Ring!" Frodo continued, "Sméagol wants that, it's Gollum who doesn't".

Gollum stopped his attack and listened, wide-eyed.

"I didn't betray you, it was a mistake. The men took you against my will! It's Gollum who wants the Ring, Gollum who laid the trap for me and Sam, Gollum who wants to kill me! Don't listen to him! Sméagol, bring me the white stick", he indicated Gandalf's staff in the rack on the wall, "This is the last chance for Middle-Earth, the last chance to end the threat of Mordor, the last chance for Sméagol to be free of Gollum!"

The two great trolls spotted Gollum and crashed forward, roaring and stretching for him.

"Sméagol, please!"

The lithe little creature did not answer. Instead, he turned around and dashed between the first troll's tree-trunk like legs. He skirted around the other, then leapt for the weapon rack and in his teeth he seized Gandalf's white staff. Once again he evaded the cumbersome monsters with ease, and spat the staff out within reach of the bars.

Gandalf's arm shot out and seized it. He held the point of it to the solid door-lock and uttered a few words. The lock shattered and was gone in a hundred pieces, and the door swung open with a creak. The trolls howled in surprise and turned to this new threat, brandishing their spears eagerly.

The white wizard pointed the shaft at them and uttered a spell softly.

"There harafth armar bygon, There harafth amar tylorn. May eindegar unlauyr hafol, May eindegar unlauyr ragol. Anor, Anor, Anor Anor!"

With that, the trolls turned on each other. One crashed forward and began to gnaw on the other's leg, who bellowed and began to stab his assailant repeatedly with his spear. The prisoners poured out of the cell and dashed to the rack, from which they pulled their weapons and gear.

Gimli brandished his axe and declared, "I've had a slight change of heart. Even if we go down now, I will hew as many orc heads from necks as possible. And to Sauron I say this; bring your pretty face to my axe!"