~ * ~

One by one, they followed Buffy and Faith into the seal. They climbed down the stairs. No one knew what to expect. Besides the decorator's choice in using a very liberal dosage of Ubervamps, of course.

But what they did see, they weren't expecting. IN the least.

They seemed to be in a castle. A castle that was under attack. From their vantage point, which wasn't a good one, they could see archers, and swordsmen. Strange beasts were using ladders to breach the walls. Many were cut down before they got off the ladders, and the ones that did make it were killed by other defender.

"Toto, I don't think we're in Kansas anymore." Was heard, courtesy of Dawn.

They watched a man fall from the second story. He didn't even cry out.

The beasts, like no other even Buffy or Faith had seen before, seemed to be wearing thick armor. A few potentials looked at the stakes in their hands, then threw them away. They would be of no use to them.

Buffy and Faith looked around, taking stock of the situation. Most of the fighters were clearly untrained. Besides that most had seen either too many or too few years, some had white hair and beards, or no facial hair at all. They fought without skill, and had no hope of defeating the enemy.

"B, I don't know why or how we got here, but we have to be here for a reason. They obviously can't do this on their own."

"I don't know if the spell will work, Dawn's right, we're aren't in the U.S. We aren't even on earth, I think. We may be too far away. If it doesn't happen, then they'll all die. No question in my mind. They aren't trained for this, or equipped. I was put in charge for a reason, unbeknownst to me, and I will not have my word sentence them to death!" She hadn't wanted them to overhear, but she had to yell over the noise to be heard.

"Buffy. Faith." Amanda stepped forward. "I think I speak for us all when I say we knew some of us wouldn't make it. I know I looked around this morning and wondered who would, if I would." The others nodded in consent.

Then Rona stepped forward. "We knew the danger before we came, Buffy. And you promised us a battle. Don't back out on us now because you're scared. Then we'd never trust or respect you again." A tight smiled told Buffy she was joking. Strange words to be heard from Rona, who didn't trust her, though.

"Ok, then. If we're all in agreement, then let's get this over with. On my signal!"

A/N: thanks to for the script. I'm changing things, though, so don't mind me!

Gimli's grumbling and straining to look above the wall. "You could have picked a better spot." He grumbled to the elf beside him. Legolas just smirks. Aragorn approaches and stands beside them. "Well lad, whatever luck you live by, let's hope it lasts the night." Thunder sounds and lightning flashes, revealing the sea of approaching Uruk-hai.

"Your friends are with you, Aragorn." Legolas tells him.

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

The marching and thumping grows louder and louder. Lightning flashes and it begins to rain. While the Uruk-hai army continues to march towards the fortress, an Uruk-hai leader steps on a rocky outcrop.

Aragorn is giving commands to the Elven warriors. " A Eruchîn, ú-dano i faelas a hyn an uben tanatha le faelas!" (Show them no mercy! For you shall receive none!)

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.

Gimli is jumping and straining to see. "What's happening out there?" he asks.

"Shall I describe it to you?" Legolas looks at Gimli with a grin, "Or would you like me to find you a box?"

Gimli laughs good-naturedly. "Hehehehe!!"

The Uruk Leader cries out once, encouraging the Uruk-hai to start roaring and thumping their spears furiously. The women and children in the caves huddle together in fear. Suddenly, an aging man loses his grip on his string and releases his arrow prematurely, shooting an Uruk-hai in the neck.

"Dartho!" (Hold!)

The Uruk-hai army stopped their roaring and thumping. With a hollow groan, the Uruk that was shot collapsed to the ground. The other Uruk-hai bare their teeth and roar with anger. With a cry, the Uruk-hai leader thrusts his weapon in the air and the Uruk-hai army starts charging.

"So it begins." Theoden comments.

"Tangado halad!" Aragorn orders. (Prepare to fire!) The Elves notch their arrow and aim.

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

"Leithio i philinn!" Aragorn orders (Release the arrows!) Arrows rain down on the Uruk-hai below, killing many. He then takes a look around, and that's when he saw them. 30 plus girls, standing at the bottom of the center tower below. They were conversing as if a battle was an every day occurrence! They took no heed for their own safety! Some of them even held weapons! A blond and a brunette caught his attention. They were in the very front of the group, like commanders, and the blond was yelling something, but with all the noise, he couldn't hear her. He vowed to do something about them, but first, he had orders to give.

"Did they hit anything?" Gimli is still having troubles seeing.

"Give them a volley." Theoden tells Gamling.

"Fire!"

"Fire!" Another man takes up the call. More arrows are released. But the Uruk-hai army keeps advancing, with more replacing those fallen.

"Fire!" Aragorn orders them.

"Send them to me! C'mon!" Gimli is having trouble waiting. The Uruk-hai start to place ladders upon the walls, pushing them up with their long spears.

"Pendraid!" Aragorn warns. (Ladders!) The Elves draw their blades in preparation for combat. The first ladders are almost reaching the walls with big nasty Uruk Berserkers on top of them. "Swords! Swords!"

"Good!" Gimli says. He plays with the blade of his ax in anticipation. Close combat begins as the Uruk-hai climb over the wall.

~ * ~

"Ok, everyone sure about this?"

"Yeah!" the potentials responded.

"Then let's go kick some ass!" Faith took charge, he enthusiasm sweeping the potentials. Those without weapons picked up some from the ground, from fallen men.

Buffy took stock for a moment, "Amanda, Rona, Vi, Ashley, Ann, Jessi, Vicky, Nancy, Jen! The Gate! Help them!" She yelled to those closest to the wooden gate. They nodded, and went off. She was momentarily happy Dawn was right behind her. She and Faith, followed by the other potentials, ran up the stairs to where the heavy fighting was. Buffy began punching and kicking, right away, pushing monsters over the edge, to their doom on the ground. Faith followed suit, letting out a whoop as she pushed ladders overflowing with the beast over.

"Excuse me, My ladies, but this is not a safe place-"

"Don't my lady me, and uh.No Shit Sherlock! Look around! We're in the middle of a battle here!"

"Dig deeper Watson." Dawns said from behind Faith, looking over her shoulder. When her eyes fell onto the guy blocking their way, they widened, and she smiled. He was hott! Well, a big shaggy looking, but still very fine indeed!

"Please! I beg of you! Join the other women in the keep!" He pleaded, trying to make them see reason.

"Let me think about that a moment..hm..huh..um..NO!" Buffy snapped, loosing her temper. "How else do you expect to win?" She gave him a look, and he saw exactly how hard her eyes were. Eyes like that on a man would have calmed him, if he were a friend, and made him wary if he be an enemy, but in a woman..they frightened him. What had she seen in her short life to harden her in such a way?

She sighed, and she and Faith pushed by him. The other potentials were actually holding their own, for now, and it was not the time to go mother hen on them. She had to face it, some were going to die.

Then the man turned to Dawn. "Please! It's not safe for you women out here, I beg of you, my Lady! Listen to me!"

"You don't listen, at all do you? My sister said no. You don't argue with Buffy. Trust me, you don't get far. I've tried!"

"And whom might you be?" He asked, taking a different approach. He had to make them see reason.

"Dawn. Dawn Summers."

"And you are as beautiful as your namesake." He tried a bit of flattery. She was taken aback a moment, before realizing his tactics.

"Don't even try. No one talks Buffy down. She's stubborn. Stubborner than a donkey, or a mule, or an ass!" she said, happy she could get around the 'no swearing' policy Buffy enforced. As if she didn't swear! "Besides, she's the slayer. She can take care of herself. She's been doing it for over seven years now."

"Slayer?" he mused.

"Yeah, try living with her. Now, if you'll excuse me." She turned and stabbed the nearest demony thing with a borrowed sword.

He stared after her.

~ * ~

"Legolas, two already!" He holds up two fingers.

"I'm on seventeen!"

"Argh! I'll have no pointy-ear outscoring me!" 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 arrows. "Nineteen!"

"Nineteen?! Where have you been, yo? I'm on at least thirty!" A brunette said, stabbing yet another orc. They just stared after her as she waded away through the chaos, whooping as she went.

~ * ~

Dawn was half way to her sister, when she felt it. All of a sudden, she couldn't breath. She collapsed onto the floor.

Buffy saw Dawn fall and made for her, remembering her promise to take care of her and protect her, made when she was only five years old. But it was a stout man, with a very long, brown beard and a giant ax who got to her first. A demon leaned over her, and he was beheaded by the massive ax.

"Dawn! Are you alright?!" Buffy rushed over. The man gave her his hand to help her up.

"Ag!" he said, taking back his hand and shaking out his hand in awe. This young thing was string! At least as strong as a dwarf woman!

"Dawn?" Buffy cried, as she fell back down onto the ground.

"I feel..fine. better than fine. I feel great!" She looked down at herself in awe. Then she looked up her sister.

"Give me your hand." She did so, and Buffy pulled her up, while asserting some pressure. Dawn flinched, before asserting her own pressure.

"Ow! Hey!" Buffy was the first to respond. She shook out her hand. "We are so gonna have a talk later,. And don't forget, if you even think about-"

"Dyeing, you're telling, I know." Dawn mimicked. Then a thought came to her. "But not if I tell first!"

Gimli just shook his head at the pair and went on his way. They were clearly sisters.

~ * ~

"Get this to Buffy." Willow handed Kennedy the scythe who takes it and runs. Willow just sits there, panting , before collapsing onto her side, still smiling.

Kennedy runs down into the basement, and into room with the glowing portal. She cautiously stuck one hand through, then pulled it out. The stuck her head through, and was not happy with what she saw.

"Oh, shit." She murmured, before running to get her goddess. they

~ * ~

Gimli is standing on the wall between two ladders, hacking away at Uruk-hai as they come up. "Seventeen! Eighteen! Nineteen! Twenty! Twenty-one! Twenty- two!" He was no way, no how going to let a woman and a pointy eared elf show up a dwarf in combat.

A group of Uruk-hai is advancing on the Causeway towards the gate in tortoise formation, using their broad shields to block off attacks.

"Na fennas!" Aragorn warns. (Causeway!) He directs the Elven archers to aim at the Uruk-hai column on the causeway. The Elf archers release their arrows. The Uruk-hai at the sides are shot and fall off the Causeway, but the column keeps advancing.

"Is this it? Is this all you can conjure, Saruman?" Thoeden asks, in a scoffing manner.

At the bottom of the Deeping Wall, two spiky bombs are lodged into the sluice gate. The rest opens a path and an Uruk-hai carrying a torch starts to run towards the sluice gate. Aragorn spots the Uruk-hai.

"Togo hon dad, Legolas!" Aragorn yells. (Bring him down, Legolas!) Legolas shoots the Uruk-hai in the shoulder but the orc keeps going. "Dago hon! Dago hon!" (Kill him! Kill him!)

Buffy looked at the guy yelling, then over the wall. There was a demon with a torch heading towards the drain under her feet.

Legolas shoots the Uruk again. It stumbles and then throws it self and the torch at the bombs.

"Oh, Shi-" An enormous explosion is set off, cutting off Buffy's words, blowing away a large part of the wall. Rock, debris and bodies are thrown up. Both Buffy and Aragorn are thrown back by the force of the explosion and on the ground, knocked out. Théoden looks on in shock as the Uruk-hai streams in past the Deeping Walls.

"BUFFY!!" Dawn screamed. She couldn't loose her sister, not again.

"Brace the Gate! Hold them! Stand firm!" Theoden yelled.

Gimli sees the Uruk-hai charging in with Aragorn and the blond haired lady in their path. With a cry, he jumps down from the wall and lands on the Uruk-hai army, taking them out as he stands.

"Aragorn!! Argh!" Gimli cries. He is soon overpowered. Aragorn gets up, and helps Buffy up, before and seeing Gimli falling.

"Gimli!" He yells to the Elves behind him. "Hado i philinn!" (Hurl the arrows!) The arrows take out the first group of Uruk-hai coming through the hole in the wall. "Herio!" (Charge!)

Aragorn leads the Elves in a charge towards the Uruk-hai streaming in. He rushes to Gimli's side and picks him up. At the top of the battlements, Legolas 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.

Dawn watches in fear, looking for her sister's body. She was sure she was dead. But then she saw the man who had flirted with her help Buffy up, and she sighed in relief. She watched in fascination as the man who saved her jumped from the wall onto the oncoming demons. And then, another man she hadn't noticed before, the cutest of all, she thought, surfed down the stairs, obviously going to his comrade's aid. She ran and jumped, doing a tuck summersault and actually landing on her feet, before rushing over to Buffy.

"Are you ok?" Dawn asked as Faith ran up at the same moment, asking her equivalent of that question.

Buffy had a strange glint in her eyes as she answered. She looked first from Dawn, and then locked gazes with Faith. She gave her a small smile. "Five by five." Faith clapped her on the back, as they got ready for the battle.

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

"Na Barad! Na Baraad! Haldir, na Barad!" He yelled. (To the Keep! Pull back to the Keep! Haldir, to the Keep!)

"What the fu-" Buffy elbowed Faith. "What did he just say?" She made a show of cleaning her ears.

"Fall back to the keep!" The surfing guy said. Dawn smiled shyly at him. He looked at her strangely, before following the guy giving orders.

"Come on." Buffy said. "POTENTIALS!!! FALL BACK!!!" She screamed, and the ones who weren't dead or dying followed the men.

~ * ~

Haldir nodded at Aragorn's orders, and turns back. Gimli is being carried away, kicking and struggling as he goes. "What are you doing? Argh! What are you stopping for!" he protested.

Haldir hacks at a few Uruk as he turns towards the gate. Suddenly, he is stabbed in his arm.

Slow motion: with a grimace, he kills the Uruk-hai and look s down as his wound in seeming disbelief. An Uruk-hai comes up from behind him unnoticed and slices him on the neck. As Haldir goes down, he looks around him and sees his kin fallen among dead Uruk-hai.

Aragorn sees Haldir falling. "HALDIR!!" He runs up the steps to Haldir's side and catches him and he collapses. Haldir's head rolls back, his eyes empty and unseeing. Aragorn bows his head in grief. Then with a cry, he jumps onto a ladder and swings down to the ground, killing as he goes.

"Brace the gate!" Gamling yells.

"Hold them!" Another soldier yells.

"Amanda! Vi!" Buffy got their attention. They follow her to the gate.

"To the gate! Draw your swords!" Thoeden ordered, drawing his own. 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. Théoden stabs at an Uruk-hai and receives a lance in his shoulder, blocked by his armor. Grimacing in pain, Théoden continues to stab at the Uruk until led away by Gamling.

"Make way! We cannot hold much longer." Gamling says.

"Hold them!" Theoden orders.

Aragorn Runs up and stabs away at the Uruk-hai through the broken gate. "How long do you need?"

"Brace the gate!"

"As long as you can give me!"

"Gimli!"

"I'm coming too, Mr. Guys-are-better-than-Girls." Buffy said, grabbing his arm and following him and the short man called Gimli.

"Timbers! Brace the Gate!" Thoedon yelled.

Aragorn, Buffy 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.

"Come on! We can take 'em!" Gimli cheers on his comrades over the sheer mass of the enemy.

"He's right. With a slayer, you can do anything." Buffy said, smiling, through tight lips.

"It's a long way." Aragorn warned. Gimli and Buffy take a peek and then steps back.

"Toss me." Gimli mumbles.

"What?"

"I cannot jump the distance! You'll have to toss me!" Aragorn nods slowly and then turns to grab the Dwarf. "Oh!" Gimli stays Aragorn's hand. "Don't tell the Elf."

"Not a word." He tosses Gimli to the head of the Causeway and then turns to Buffy.

"Move aside." Buffy says, and jumps from behind him onto the causeway. She just bearly makes up, from her bad starting position, but she regains balance in an instant, her inner ear going on hyperdrive, and she knocks five demons off the other side. He shook his head and jumped over as well. leaps over.

Gimli, making quick work of killing the Uruk-hai. "ARGH!!"

On the other side of the gate, Theoden yells, "Shore up the door!"

"Make way!"

"Follow me to the barricade."

"Watch our backs!"

"Throw another one over here!"

"Higher!" Theoden orders.

Men are bracing the gate with wood and nails. Aragorn, Buffy and Gimli continue to fight off the Uruk-hai just outside. Meanwhile the Uruk-hai load and fires enormous hooks over the battlements. Hundred 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. 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.

"Hold fast the gate!"

Théoden, through a crack in the gate. "Gimli! Aragorn! Get out of there!"

Legolas calls to them from the top of the battlements. "Aragorn!" He throws them a rope. "What, am I invisible here?!" Buffy said, giving attitude. The battle was not going well. Besides, being blown up was not her idea of a fun time.

Aragorn grabs Gimli, who grabs Buffy by her belt, mumbling an apology, in one hand and the rope with the other as they are pulled up the wall. Just then the Uruk-hai load and fire enormous hooks over the battlements. Hundred 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. 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.

"Pull everybody back! Pull them back!" Theoden orders.

"Fall back! Fall back!" Gamling echoes.

"Who does he think he is?" Buffy mumbled. "All high and mighty like a king. What's his deal?"

"He is the king, my lady." Aragorn smiled at her.

"Oh." She smiled sheepishly.

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

"Fall back!"

"Retreat!"

"Hurry! Inside! Get them inside!" Aragorn takes up the call as well.

"Into the Keep!" They all run towards the keep, Legolas firing two arrows into the Uruk-hai army as he goes.

"Kennedy!" Buffy grabs the girl as she goes by.

"there you are. Here. This thing is awesome!" The girls said, handing over the scythe.

"thanks. You know all the girls names, right? Get them inside. Find out who's missing, who's injured, who's not going to make it. Then report to either me or Faith. You got that?"

"Yeah, sure."

"Good. Where's 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.

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

~ * ~

Aragorn is carrying a table with Legolas to shore up the door of the hall. "You said this fortress would never fall while your men defend it! They still defend it! They have died defending it!"

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!" One cries, and the others start to whimper.

"Is there no other way for the women and children to get out of the caves?" There is no answer. "Is there no other way?" Aragorn demands.

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

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

"So much death. What can men do against such reckless hate?" Theoden despairs once more.

"Ride out with me. Ride out and meet them." Aragorn says after a pause.

Théoden, thinks, and a light of determination shines in his eyes. "For death and glory."

"For Rohan. For your people." Aragorn tells him.

"The sun is rising." Aragorn looks up at a window to see faint light streaming through. He recalls 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 cries.

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

"Let this be the hour when we draw swords together. Fell deeds awake. Now for wrath! Now for ruin! And a red dawn!"

He mounts his horse and puts on his helmet. The sound of the horn rumbles through Helm's Deep as Gimli blows with gusto.

"Get me a horse." Buffy says, coming over to a man.

"No, you stay here." Aragorn came over.

"WHAT?!" She exploded. "Look, mister, I don't know who you think you are, but I, as the slayer, and the champion of Earth, demand a horse! Don't even think for a moment that that silly 'it's not safe.' 'you could get hurt' crap is going to work on me. I've seen worse, trust me. I've watched my friends die, and know that it's my fault. I am not going to sit by and watch you and the king ride out of here, without my protection. You got that, or do I have to yell in your other ear?"

"She can have my horse." A captain came up to them.

"Thank you very much. See, here's a guy who knows how to treat a girl right." The man blushed. "Come on, let's do this."

"But you don't have a weapon!" Aragorn said, weakened. He had no doubt it would be hell trying to get her not to go.

She pulled the scythe from the small of her back where it had been held by her belt. "See this pretty thing? It's called a scythe. And this shiny thing here? It's a blade. It's also has a sharpened handle for easy dusting. Great for beheadings. And splitting annoying preachers up the middle." She said as if explaining to a stupid child. "Let's do this. We haven't got all day." She said, her voice hard once more.

"FORTH EORLINGAS!!" The king cried.

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. In the midst of battle, Aragorn looks east and sees a white rider against the rising sun.

"Gandalf." Aragorn says.

"Théoden king stands alone." Gandalf says to himself.

Éomer, coming up from behind, "Not alone." He raises a hand. "Rohirrim!!" Riders move up behind Éomer.

Théoden, looks to the east. "Éomer!"

"To the king!" Eomer orders his riders.

The Rohirrim and the White Rider charge down the slope. Half the Uruk-hai army turns to face the challenge, bearing their spears down towards the riders. 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. The riders crash right into the Uruk-hai and engage them in battle.

~ * ~

"Victory! We have victory!" He raises his sword with a victorious cry.

"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 councils later.

~ ~ ~ ~ ~ ~

Ok, that's all I've got for now, well, what's typed. Now I actually have to use the books, so if it doesn't transition well, I tried! Tell me what you think. I'll try to get more up soon! Four day weekend! Babysitting three of the days, and a whale watch tomorrow. I'll get it all done, hopefully!

Have a great day/night, and review!