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

"Elvish"

Thoughts

Flashback

"Voice over"

Treebeard walked through the forest carrying Merry and Pippin before coming to a clearing and stopping, "We Ents have not troubled about the wars of men and wizards for a very long time. But now something is about to happen that has not happened for an age... Ent Moot."

"What's that?" Merry asked softly.

"'Tis a gathering," Treebeard explained.

"A gathering of what?" Merry asked but he and Pippin turned round as they heard movement from the forest around them.

They saw many more Ents like Treebeard gathering as he spoke, "Beech, oak, chestnut, ash... Good, good, good. Many have come. Now we must decide if the Ents will go to war."

Back at Helm's Deep, the women and children were being led into the caves as soldiers shouted, "Move back! Move to the caves! Keep moving! Quickly now!"

Old men and young lads were being drafted for war. The women and children said their tearful and reluctant farewells as their fathers, husbands and sons are led away by soldiers.

In the armoury, weapons were being distributed and Aragorn picked up a battered sword, looked at it and tossed it back, "Farmer, farriers, stable boys. These are no soldiers."

Gimli sighed as he looked around, "Most have seen too many winters."

"Or too few. Look at them. They're frightened. I can see it in their eyes," Legolas said as the men around them fell silent and Legolas spoke to Aragorn, "And they should be... Three hundred against ten thousand!"

Aragorn sighed as Axel tested a sword, "They have more hope of defending themselves here than at Edoras."

Legolas glanced over at Axel who was stunned and wobbled a bit when the sword hit a wall, "Aragorn, we are warriors. They cannot win this fight. They are all going to die!"

"Then I shall die as one them!" Aragorn paused and then walked away.

Legolas made as if to go after him but Axel put a hand on Legolas, "Let him go. Let him be."

"Hey Axel, what do you think?" Keira asked as she turned around and he could barely hold in his laughter.

She was dressed in thick, heavy armor with a helmet two sizes too big on her head with a sword at her hip as she posed.

"Y-You look great sis," Axel snorted as Keira laughed.

In the hall, Gamling faced the king, "Every villager able to wield a sword has been sent to the armory. My lord?"

Théoden looked at him, "Who am I, Gamling?"

"You are our king, sire."

"And do you trust your king?" Théoden asked as Gamling put armour onto him, "Your men, my lord, will follow you to whatever end."

The villagers were handed their weapons and an oversized helmet was placed on a wide-eyed boy. Another stared at the axe that he was handed with frightened eyes. Another child wearing oversized chain mail took up a huge shield.

Théoden stood inside the main hall of the keep, his back to the entrance where a bright white light was streaming through, "To whatever end… Where is the horse and the rider? Where is the horn that was blowing? They have passed like rain on the mountains. Like wind in the meadow. The days have gone down in the west. Behind the hills, into shadow. How did it come to this?"

Everyone was getting ready for war at the battlements and Aragorn was sitting on the steps.

He saw a young lad in armour holding a sword looking around nervously. "Give me your sword. What is your name?"

"Haleth, son of Háma, my lord. The men are saying that we will not live out the night. They say that it is hopeless," Haleth sighed as Aragorn gave the battered sword a few swings, "This is a good sword, Haleth, son of Háma."

He handed the sword back to Haleth and leaned close to him, putting a hand on his shoulder, "There is always hope."

Back at the armoury, Aragorn donned his battle gear.

His sword was handed to him as he reached for it before nodding and accepting the sword from Legolas, "We have trusted you this far. You have not led us astray. Forgive me. I was wrong to despair."

"There is nothing to forgive, Legolas," Aragorn replied as they smiled and clapped one another on the shoulders.

Axel had joined them as they looked at Gimli who walked up to them, struggling with his chain mail, "If we had more time I'd get this adjusted.

He dropped the bundle and the chain mail landed with its length right to the floor, "It's a little tight across the chest."

Aragorn and Legolas bit back smiles as Axel laughed outright, "That looks like you're wearing a chain mail dress!"

Gimli growled, "Come here ye mutt!"

Just then, a horn sounded in the background and Legolas frowned, "That is no Orc horn."

They ran out to the battlements and the guards looked down in wonderment as Bereg spoke to another guard, "Send for the king. Open the gate!"

An army of Lothlórien Elves marched up the Causeway into the Hornburg. They were led by Haldir and the Rohirrim soldiers looked upon them in wonderment and delight as they pass.

Théoden gaped, "How is this possible?"

"I bring word from Elrond of Rivendell. An alliance once existed between Elves and men. Long ago we fought and died together," Haldir looked up to see Aragorn, Legolas, Axel, and Gimli running down the steps, and smiled, "We come to honor that allegiance."

Aragorn bowed, "Welcome, Haldir," he grabbed Haldir in a huge embrace.

Initially stunned, Haldir hugged him back lightly as Aragorn pulled away, "You are most welcome!"

Legolas and Haldir clasped each other on the shoulder as he turned to Théoden, "We are proud to fight alongside men, once more."

Axel smiled at the elf before grabbing Legolas' arm and dragging him away to a more private part of the area, "Legolas, there's something I need to tell you... And I'm betting Keira's telling Boromir..."

"Tell me what, Axel?" Legolas asked, confusion on his face as Axel looked around.

The wolf king blushed as his furry ears flattened on his head, his tail between his legs as he cleared his throat, "You're my mate..."

Legolas blinked before a deep shade of red was painted on his face, "Care to say that again?"

Axel rolled his eyes, "You heard me the first time now just don't die..."

The elf stood in shock as he watched the young king walk away.

Men and Elves were in their positions on the battlements of Helm's Deep as the sounds of a marching army move closer and closer. The women and children in the caves heard the sounds overhead and were frightened. Mothers drew their children close and tried to sooth crying babies. The men and Elves looked out into the darkness, lit by the thousands of torches carried by the huge advancing Uruk-hai army and the light bouncing off their armour.

With a row of Elf archers, Gimli was standing beside Legolas and Axel behind a wall, only the top of his helmet visible.

Grumbling and straining to look above the wall, Gimli huffed, "You could have picked a better spot."

Legolas smirked as Aragorn approached and stood beside them, "Well lad, whatever luck you live by, let's hope it lasts the night."

Thunder sounded and lightning flashed, revealing the sea of approaching Uruk-hai.

"Your friends are with you, Aragorn," Legolas smiled as Gimli grunted, "Let's hope they last the night."

"Oh you hope everything lasts the night, Gimli," Axel rolled his eyes as Gimli glowered at him.

The marching and thumping grew louder and louder as lightning flashed and it began to rain. While the Uruk-hai army continued to march at the fortress, an Uruk-hai leader stepped on a rock outcrop.

Axel looked out at the Uruk-hai leader and grimaced, "Sweet Valar... Someone do something about that face!"

"I don't think anyone can," Keira responded, scaring Axel who jumped, "Where the-... Where'd you come from?"

"I just had a chat with Boromir," Keira blushed as Axel leered at her with a grin, "Ooh? About being m-!"

Keira slapped a hand over his mouth with a hiss as Aragorn was giving commands to the Elf warriors, "Show them no mercy! For you shall receive none!"

The Uruk-hai leader raised his swords and commanded his army to stop with a terrifying animalic cry. The Uruks stopped and growled in anticipation of the upcoming battle and slaughter.

Gimli jumped and strained to see, "What's happening out there?"

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

Gimli laughed good-naturedly, "Hehehehe!"

The Uruk Leader cried out once, encouraging the Uruk-hai to start roaring and thumping their spears women and children in the caves huddled together in fear. Suddenly, Aldor, the old man next to Haleth, lost his grip and released his arrow prematurely, shooting an Uruk-hai in the neck.

"Hold!" Aragorn shouted as 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 bared their teeth and roared with anger and with a cry, the Uruk-hai leader thrusted his weapon in the air and the Uruk-hai army started charging.

"So it begins," Axel sighed as Aragorn shouted, "Prepare to fire!"

The Elves notched their arrows and aimed as Legolas turned to Aragorn, "Their armor is weak at the neck and beneath the arms."

"Release the arrows!" Aragorn shouted as arrows rained down on the Uruk-hai below, killing many.

"Did they hit anything?" Gimli asked, jumping up and down as Axel nodded.

"Fire!" Gamling shouted to the men as more arrows were released but the Uruk-hai army kept advancing, with more replacing those fallen.

"Fire!" Aragorn shouted once more before Gimli grumbled impatiently, "Send them to me! C'mon!"

The Uruk-hai started to load ladders onto the walls, pushing them up with their long spears as Aragorn growled, "Ladders!"

The Elves drew their blades in preparation for combat as the first ladders were almost reaching the walls with big nasty Uruk Berserkers on top of them.

"Swords! Swords!" Aragorn ordered as he unsheathed his own sword.

"Good!" Gimli laughed as close combat began as the Uruk-hai climb over the wall.

"Legolas, two already!" Gimli grinned, holding up two fingers.

"I'm on seventeen!" Legolas smirked back.

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

Legolas fired two arrows, "Nineteen!"

"Oh come on guys, it's not a competition," Keira rolled her eyes as Axel, with a ferocious grin, took out Uruk-Hai with sword in hand and fire in the other.

The Ent Moot was still in progress as the Ents swayed a little as they continue to deliberate. Merry and Pippin were sitting a distance away when suddenly, Treebeard nodded and turned to the hobbits.

Pippin gestured, "Merry!"

"We have just agreed," Treebeard said, a long pause with his eyes closed.

Merry angled his head in query, "Yes?"

Treebeard opened his eyes, "I have told your names to the Ent moot and we have agreed – you are not Orcs."

"Well, that's good news," Pippin smiled as Merry said impatiently, "And what about Saruman? Have you come to a decision about HIM?"

Treebeard waved a hand, "Now don't be hasty, Master Meriadoc."

Merry almost burst with anger, "Hasty? Our friends are out there! They need our help! They cannot fight this war on their own."

"War, yes… It affects us all. But you must understand, young hobbit. It takes a loong time to say anything in ooold… Entish," Treebeard sighed as Merry and Pippin rolled their eyes in disgruntlement, "And we never say anything… unless it is worth taking a looong… time to say."

Gimli was standing on the wall between two ladders, hacking away at Uruk-hai as they come up, "Seventeen! Eighteen! Nineteen! Twenty! Twenty-one! Twenty-two!"

A group of Uruk-hai was advancing on the causeway toward the gate in tortoise formation, using their broad shields to block off attacks.

"Causeway!" Aragorn shouted as he directed the Elf archers to aim at the Uruk-hai column.

The Elf archers released their arrows and the Uruk-hai at the sides are shot and fall down the Causeway but the column kept advancing.

"Is this it? Is this all you can conjure, Saruman?" Théoden ground out but at the bottom of the Deeping Wall, two spiky bombs were lodged in the sluice gate.

The rest opened a path and an Uruk-hai carrying a torch started to run toward the sluice gate and Aragorn spotted the Uruk-hai, "Bring him down, Legolas!"

Legolas shot the Uruk-hai in the shoulder but the latter kept going as Aragorn shouted desperately, "Kill him! Kill him!"

Legolas shot the Uruk again and it stumbled but then threw it self and the torch at the bombs. An enormous explosion was set off, blowing away a large part of the wall. Rock, debris and bodies were thrown up and Aragorn was also thrown back by the force of the explosion on the ground, knocked out. Théoden looked on in shock as the Uruk-hai streamed in past the Deeping Walls.

Théoden yelled, "Brace the Gate! Hold them! Stand firm!"

Gimli and Axel saw the Uruk-hai charging in with Aragorn in their path. With a cry, they jumped down from the wall and landed on the Uruk-hai army, taking them out as they stand.

"Aragorn! Argh!" Gimli growled as he and Axel are soon overpowered.

Aragorn got up and saw Gimli and Axel falling, "Gimli! Axel!"

He yelled to the Elves behind him, "Hurl the arrows!"

The arrows took out the first group of Uruk-hai coming through the hole in the wall.

"Charge!" Aragorn led the Elves in a charge toward the Uruk-hai streaming in.

He rushed to Gimli's side and picked him up as Axel stumbled to his feet. At the top of the battlements, Legolas grabbed a shield and sent it sliding across the ground. He then hopped onto it and surfed down the steps, releasing three arrows as he goes, and kicking the shield to stab an Uruk-hai as he landed at the bottom.

At the Ent Moot, Treebeard faced the two Hobbits, "The Ents cannot hold back this storm. We must weather such things as we have always done."

"How can that be your decision?!" Merry howled back in anger.

"This is not our war," Treebeard sighed.

"But you're part of this world! Aren't you?!" Merry shouted as the Ents looked at one another, taken back, "You must help, please! You must do something!"

"You are young and brave, Master Merry. But your part in this tale is over. Go back to your home," Treebeard groaned as Merry put on his jacket.

Pippin approached him slowly, "Maybe Treebeard's right. We don't belong here, Merry. It's too big for us. What can we do in the end? We've got the Shire. Maybe we should go home."

Merry looked into the distance, "The fires of Isengard will spread. And the woods of Tuckborough and Buckland will burn. And all that was once green and good in this world will be gone," he turned to Pippin and put a hand on his shoulder.

"There won't be a Shire, Pippin," Merry sighed and Pippin looked after Merry as he walked away.

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

Aragorn nodded and yelled, "To the Keep! Pull back to the Keep! Haldir, to the Keep!"

Haldir nodded and turned back as Gimli was being carried away, kicking and struggling as he goes and protesting, "What are you doing? Argh! What are you stopping for!"

Haldir hacked at a few Uruks as he turned toward the gate but he was suddenly stabbed in the arm. With a grimace, he killed the Uruk-hai and looked down as his wound in seeming disbelief as an Uruk-hai came up from behind him unnoticed by him but not by Axel who was fighting nearby.

"Haldir!" he screamed before shifting into a wolf, tearing his way to the startled elf and killing the Uruk-hai quickly.

"Thank you, my friend," Haldir nodded to the wolf who nodded back as they killed their way to the gate.

Théoden drew his sword as his soldiers braced the gate, "To the gate! Draw your swords!"

Théoden and his commanders came to the gate, which was under heavy attack. The Uruk-hai were knocking down the gate and hacking through the broken wood. Théoden stabbed at an Uruk-hai and received a lance in his shoulder, blocked by his armour.

Grimacing in pain, Théoden continued to stab at the Uruk until led away by Gamling, "Make way! We cannot hold much longer."

Théoden ordered, "Hold them!"

Aragorn ran up and stabbed away at the Uruk-hai through the broken gate, "How long do you need?"

Théoden looked to him, "As long as you can give me!"

Author's Note: Hey guys! Sorry it's been so long since I last updated something, anyway, I've just been really busy. I hope you liked this chapter, stay tuned for the next one, bye!