Previously: The Orc smiled and in a pit behind him, ferocious growls were heard and shadows danced.

"Elvish"

Thoughts

Flashback

"Voice over"

The Rohirrim refugees were heading towards Helm's Deep and Gimli was on a horse, chatting with Éowyn who was leading it by the reins, "It's true you don't see many Dwarf women. And in fact, they are so alike in voice and appearance, haha that they're often mistaken for Dwarf men."

Éowyn smiled and looked back at Axel who gestured and whispered, "It's the beards..."

"And this, in turn, has given rise to the belief that there are no Dwarf women. And that dwarves just spring out of holes in the ground!" Gimli chuckled as Éowyn laughed gaily, "Hahahaha!"

"Hehehe! Which is of course ridiculous… Whoa!" Gimli teetered as the horse suddenly reared up and galloped away as Éowyn lost her hold on the reins. Gimli fell off after a short distance and landed with a loud thump.

"Ooh!" Éowyn rushed forward to Gimli who was struggling to get up, "It's alright, it's alright. Nobody panic. That was deliberate. It was deliberate."

Éowyn helped Gimli up and she laughed as she brushed him off and looked back at Axel who just smiled back.

The next day, on the journey to Helm's Deep, Éowyn is walking alongside Axel, "Where is she? The woman who gave you that jewel."

Axel chuckled which seemed to make Éowyn mad and she snapped, grabbing the Evenstar and wrenching it from his neck.

He growled, eyes flashing as he ripped it from her hands, "What is wrong with you? That woman who gave me this jewel is just an Elfling child!"

She seemed to see her mistake and gasped before looking down, "I-I am sorry..."

Gamling and Hamá rode to the front and Legolas watched them as they pass, Gamling frowned, "What is it? Háma?"

Their horses become restless as Háma looked around, "I'm not sure."

A warg scout appeared on a slope above and charged at them before the warg attacked Háma and killed him.

"Wargs!" Gamling shouted and just as it started to turn on Gamling, Legolas ran over and killed the warg with an arrow.

He then drew his knife and killed the Orc, "Argh!"

He shouted to Aragorn, "A scout!"

Théoden shouted back, "What is it? What do you see?"

Aragorn yelled, running back to Théoden, "Wargs! We are under attack!"

Hearing the alarm, the villagers began to cry and panic as Aragorn ordered, "Get them out of here!

Théoden cried out, "All riders to the head of the column!"

Gimli tried to mount Arod, "Come on, get me up here, I'm a rider! Argh!"

Gimli got onto the horse with some help and Legolas gazed into the distance and saw many warg-riders coming fast towards them, kicking up dust trails as they go.

Théoden looked to Éowyn, "You must lead the people to Helm's Deep. And make haste!"

Éowyn shook her head, "I can fight!"

"No! You must do this... for me," Éowyn held Théoden's gaze for a moment and then turned to attend to the villagers.

Théoden turned to his men, "Follow me! Yah!"

Gimli tried to get Arod to move, "Forward. I mean, charge forward! March forward!"

Arod moved off with Gimli seated rather unsteadily, "That's it! Go on!"

Éowyn yelled to the villagers, "Make for the lower ground! Stick together!"

She looked back at the Rohirrim and saw Axel on Banethfael, riding next to Keira. They held each other's gaze for a moment before Axel turned to join Théoden and Éowyn departed with the villagers in the opposite direction. Legolas took aim at the distant target and felled a warg rider before drawing another arrow and killing another. Just as he reached for a third arrow, he saw Théoden and company approaching. He quickly ran and mounted Arod with a smooth leap and joined in the fray with Gimli behind him on horseback.

Théoden roared as The Rohirrim and warg riders crashed head on and the battle began, "CHARGE!"

Théoden and company hacked away at the warg riders but in the midst of fighting, Gimli fell off Arod.

He turned to find a warg growling at him, "Bring your pretty face to my axe!"

Just as the warg leaped at Gimli, Legolas killed it with one shot making Gimli jump back as the warg fell, outraged, "Argh! That one counts as mine!"

As Gimli swung his axe at another warg, it died and fell onto Gimli, pinning him under, "Argh! Stinking creature. Argh!"

As he tried to lift the warg off him, an Orc leansedover them both. Gimli killed him quickly, twisting his neck, and it landed on him also. Gimli sniffed at the Orc and made a face. He tried to lift both the warg and Orc off him but just then, another warg came upon him and bared its teeth, ready to strike.

Gimli's eyes widen in fear, "Ooh..!"

Boromir plucked a spear as he passed on horseback and threw it at the warg. It died, landing on Gimli and adding to the pile on top of him, "Oooh!"

Théoden stabbed at a warg rider before Axel was knocked off Banethfael and attacked by Sharku. Axel tried to kill the warg rider but Sharku blocked his attempt and grabbed Axel by the neck, while the latter was half-dragged by the warg. In the struggle, Sharku was thrown off and he ripped the Evenstar pendant from Axel's neck as he fell. Axel tried to let go of the warg but found his wrist tangled with the saddle straps. He tried unsuccessfully to disentangle himself and was dragged closer and closer to the edge of a cliff at great speed. The warg ran right off the cliff and they both disappeared over the edge. The battle was winding down as the Rohirrim finished off the last few wargs and Orcs.

Keira looked around, "Axel!"

Gimli frowned along with Legolas, "Axel?"

They came near to the cliff and heard Sharku wheezing and laughing.

Aragorn had joined them and stood over the dying Orc, "Tell me what happened and I will ease your passing."

"He's *cough* dead," Sharku laughed evilly, "Took a little tumble off the cliff."

Keira looked toward the edge of the cliff and grabbed Sharku with a snarl, "You lie!"

Sharku chortled and died as Legolas looked down at Sharku's fist and found the Evenstar pendant. He took it, ran to the edge of the cliff and looked down to see the great drop and rushing waters below, with no sign of Axel. Gimli came to stand beside him as Keira leaned against Boromir heavily and Aragorn sighed, depressed.

Théoden turned to his men, "Get the wounded on horses. The wolves of Isengard will return. Leave the dead."

Legolas and Keira turned to Théoden, an expression of perplexed anger on their faces but Théoden put a hand on each of their shoulders, "Come."

He left Legolas, Keira, Boromir, Aragorn, and Gimli to stare down at the river as the Queen of Eagles let out a cry of despair.

The Rohan villagers were drawing close to Helm's Deep and cries of relief were heard as the refuge was within sight.

An old woman turned to Éowyn with a smile, "We're safe, my lady! Thank you!"

Éowyn embraced the woman and they walked on toward Helm's Deep, the gate was opened for the villagers. Many had already taken refuge within and were resting along the passage.

Éothain and Freda ran towards their mother, "Mama!"

The three hugged and cried with joy before Théoden and company returned from the battle with warg riders as Gamling shouted, "Make way for Théoden! Make way for the king!"

"So few. So few of you have returned," Éowyn rushed down to meet them and looked about as Théoden dismounted, "Our people are safe. We have paid for it with many lives."

Gimli went up to Éowyn, "My lady..."

Éowyn looked at him, "Lord Axel, where is he?"

"He fell..." Gimli replied heavily as Éowyn was shaken and raised teary eyes to Théoden.

The latter looked down and then walked away, confirming her unasked question.

At the battlements, Théoden faced his soldiers, "Draw all our forces behind the wall. Bar the gate, and set a watch on the surround."

"What of those who cannot fight, my lord? The women and children?" Gamling asked.

"Get them into the caves, "Théoden walked down the steps and past a sewer gate, "Saruman's arm would have grown long indeed if he thinks he can reach us here."

"Helm's Deep has one weakness. Its outer wall is solid rock but for a small culvert at its base which is little more than a drain," Gríma grinned evilly to Saruman at Orthanc.

Saruman was pouring some dark dry substances into a vessel and Gríma was holding a lit candle in his hand, "How? How can fire undo stone? What kind of device could bring down the wall?"

As he stepped closer to the vessel, Saruman took hold of Gríma's hand and pushed the candle away from the vessel firmly, "If the wall is breached, Helm's Deep will fall," he walked away toward the balcony.

Gríma followed Saruman, "Even if it is breached, it would take a number beyond reckoning, thousands to storm the keep."

"Tens of thousands."

"But, my lord, there is no such force," both of them came onto the balcony of the tower.

Gríma suddenly saw and heard the enormous armies laid out below in neat rows and was astounded and awed. He continued to hold the extinguished candle aloft as he gaped at the vast army below. A horn was sounded, announcing the appearance of Saruman and a loud cheer was heard from the army.

Saruman raised a hand, "A new power is rising. Its victory is at hand!"

The army cheered and roared as he continued, "This night, the land will be stained with the blood of Rohan! March to Helms Deep! Leave none alive! To war!"

The army cheered and roared even louder as Saruman sneered, "There will be no dawn for Men."

A tear flowed down Gríma's cheek and the Uruk-hai army began their march to Helm's Deep.

Merry and Pippin were travelling through the forest, carried by Treebeard as Pippin pointed, "Look! There's smoke to the south!"

Treebeard groaned, "There is always smoke rising from Isengard these days."

"Isengard?" Merry asked as the two hobbits climbed higher up onto Treebeard for a better view, "There was a time when Saruman would walk in my woods. But now he has a mind of metal and wheels. He no longer cares for growing things."

Pippin and Merry were now on top of Treebeard and they saw a massive army moving across the land as Pippin asked, "What is it?"

Merry gaped in understanding, "It's Saruman's army! The war has started."

[Axel was floating in the river, unconscious. A horse arrived and nudged his prone body before turning him over and nuzzling him.

Axel mumbled softly, "Banethfael…"

He grabbed hold of Banethfael's mane, pulling himself onto the horse and rode slowly to Helms Deep. On the way, he saw an enormous Uruk-hai army marching with great speed and he quickly made haste towards Helm's Deep, soon seeing the refuge.

Axel patted Banethfael on the neck with a smile, wheezing out, "Well done, Banethfael, my friend."

He rode into Helm's Deep to the amazement of all while Gimli pushed his way through the crowd.

"Where is he? Where is he? Get out of the way. I'm gonna kill him! You are the luckiest, the canniest and the most reckless man I ever knew!" he hugged Axel, "Bless you, laddie!"

"Gimli, where is the king?" Axel asked as Gimli gestured to the hall.

As Axel made his way in, he ran into Keira who stood waiting, "You fucking idiot! Dolt! I wish there were more words I could use to describe how dimwitted and unintelligent you are!"

Keira slapped him before yanking him into a hug, "I could've lost you..."

Axel winced as she slapped him before hugging her back tenderly, "I'm sorry..."

"You look terrible," she chuckled as she looked over his wounds and Legolas walked over with a smile, "You're late."

"For what? Supper?" Axel smiled as Legolas chuckled.

To the side, Éowyn saw Axel and smiled joyously and with relief. Legolas took Axel's hand and gave him the Evenstar pendant.

Axel looked at the Evenstar and pulled Legolas into a hug, "Thank you."

Legolas' eyes widened as the young King pulled him into a hug before blushing and hugging him back. Éowyn looked on and smiled even as tears filled her eyes.

Axel was in the keep, conferring with Théoden, "A great host, you say?"

"All Isengard is emptied," Axel sighed as Keira worked on his wounds and Aragorn asked, "How many?"

"Ten thousand strong at least," Axel hissed at a tender spot as Théoden shouted in surprise, "Ten thousand?!"

Axel growled out, "It is an army bred for a single purpose: to destroy the world of men. They will be here by nightfall."

"Let them come!" Théoden walked away resolutely along the passage behind the Deeping Wall.

Théoden turned to Gamling, "I want every man and strong lad able to bear arms to be ready for battle by nightfall."

Gamling nodded and went off as Théoden stood at the gate of Helm's Deep, speaking to Aragorn, Legolas, Boromir, Axel, Keira, and Gimli, "We will cover the causeway and the gate from above. No army has ever breached the Deeping Wall or set foot inside the Hornburg."

"This is no rabble of mindless Orcs. These are Uruk-hai. Their armor is thick and their shields broad," Gimli grunted as Théoden replied, "I have fought many wars, Master Dwarf. I know how to defend my own keep."

Gimli seemed miffed and Legolas clapped a hand on Gimli's shoulder as he followed Aragorn, Boromir, Keira, Axel, and Théoden back in as the Rohan king continued, "They will break upon this fortress like water on rock. Saruman's hordes will pillage and burn, we've seen it before. Crops can be resown; homes rebuilt. Within these walls, we will outlast them."

"They do not come to destroy Rohan's crops or villages. They come to destroy its people. Down to the last child," Aragorn ground out as Théoden drew close to Aragorn, "What would you have me do? Look at my men. Their courage hangs by a thread. If this is to be our end, then I would have them make such an end as to be worthy of remembrance."

"Send out riders, my lord. You must call for aid," Aragorn implored but Théoden scoffed, "And who will come? Elves? Dwarves? We are not so lucky in our friends as you. The old alliances are dead."

"Gondor will answer," Boromir replied confidently but Théoden turned with a sneer, "Gondor? Where was Gondor when the Westfold fell? Where was Gondor when our enemies closed in around us? Where was Gon… – No, my lord Aragorn, we are alone."

Theoden walked away, calling out orders, "Get the women and children into the caves."

We need more time to lay provisions for a siege, lord –" Gamling began but Théoden cut him off, "There is no time. War is upon us!"

The Rohan Captain turned to the soldiers, "Secure the gate!"

Men rushed to prepare for battle as flocks of carrion crows circled overhead.