TW: Thank you.

Fangorn Forest

Mid-Day

Tree-beard was singing an Ent lullaby as he walked, Amy on top his head while Merry and Pippin were perched on his shoulders. Amy gingerly felt the spot on her head where the Uruks had given her a gash, remembering Gandalf healing it. It still amazed her, despite everything she had seen with The Doctor.

She just wished Tree-beard's singing was as amazing.

"Hey, how much further?" Amy inquired.

"Yeah, we want to see it," Merry agreed.

"Bru-ra-hroom. Don't be hasty…..You might call it far, perhaps….hmmmm…..My home lies deep in the forest...near the roots of the mountain…..I told Gandalf I would keep you safe…..hmmmm…And safe is where I'll keep you…..hmmmm….I believe you will enjoy this next one too…..hmmmm…..It's one of my own compositions," Tree-Beard cleared his throat before beginning. "Beneath the roof of sleeping….hmmmm….leaves…And the dreams of trees unfold…..When woodland halls are green and cool…hmmm…..And the wind is In the West…..Come back to me…..Come back to me…hmmm…..And say my land is best."

Looking at Amy and the Hobbits, Tree-Beard saw that his song had finally put them to sleep.

Upon arriving some hours later, Tree-Beard gently lowered the three of them to the ground.

"Sleep, little shirelings, and you as well, woman. Heed no nightly noise…Sleep till morning light…hmmmm….I have business in the forest….There are many to call….Many that must come….hmmmmm….The Shadow lies on Fangorn…The withering of all woods…..is drawing near…." Tree-Beard then walked off, leaving the trio slumbering.

Plains of Rohan

Same time

Night had fallen. As his companions slumbered, The Doctor glanced over at River, seeing her sleeping. Seeing her shiver for a moment, even in her sleep, The Doctor considered for a moment before taking off his cloak and placing it over River as a blanket. She smiled in her sleep and The Doctor stared a moment longer before looking away.

He saw Aragorn and Gandalf talking quietly over the hillside before his gaze drifted to Rory, who was awake, staring up at the night sky, clutching Amy's water skin in one hand. The Doctor got up, walking over to Rory and sat down beside him.

"I missed the stars," Rory said in greeting. "In all the years I waited, guarding the Pandorica, there were no stars. You never realize how much you miss something until you have it again."

"No, no you don't," The Doctor agreed and it was silent for a long moment. "She'll be all right Rory. Amy can take care of herself."

"Here?" Rory challenged and The Doctor was silent for a long moment.

"Gandalf said she'd be fine Rory. And he hasn't been wrong so far," The Doctor pointed out.

"And if he is this time?" Rory challenged and The Doctor looked him in the eyes.

"If I thought for one moment that Gandalf was leaving Amy in danger, I would still be back in that forest, trying to find her. Instead, I am here," The Doctor pointed out and Rory had to silently acknowledge this, knowing The Doctor was as protective of Amy as he was, maybe even more. "She will be fine Rory. And once this is over, I promise that we will not rest until we find Amy. You have my word."

After a few moments, Rory nodded, causing The Doctor to smile.

"Now, why don't you get some sleep? I have a feeling we'll need it for tomorrow," The Doctor said.

Rory nodded with a sigh, leaning back and closing his eyes, letting the sound of wind and the animals in the plains lull him to sleep.

Fangorn Forest, next day

Morning

Amy woke up to the sun shining down on her. Sitting up, she looked around, seeing she was in some kind of clearing. This was Tree-Beard's home, she realized.

Pippin was a few feet away, drinking water from a jug as Merry was next to her, just waking up as well.

"Oi! Tree-Beard? Where'd he go?" Amy wondered as she and Merry got up, looking for the Ent but finding no sign of him.

"I had the loveliest dream last night," Merry said, not seeming to care about Tree-Beard's absence. "There was this large barrel, full of pipe-weed. And we smoked all of it. And then...you were sick. I'd give anything for a whiff of Old Toby."

"Smoking is bad for you, you know," Amy pointed out as Merry chuckled. "Rory's always going on about how many people die from it."

"Maybe in your world, but no Hobbit has ever died from smoking," Pippin assured her.

"Maybe," Amy allowed. "Have you seen Tree-Beard, Pippin?"

"No, he was gone when I woke up," Pippin shrugged.

Suddenly, there was a loud growl and Amy and Merry looked around for the source.

"Did you hear that?" Merry asked in fright.

"I certainly did," Amy muttered uneasily, wishing The Doctor was there as they heard it again.

"There it is again," Merry said uneasily as Pippin got up, walking over before belching and they realized where the sound was coming from.

"Oi! It's you," Amy exclaimed in shock.

"No it's not," Pippin denied only to make those same noises.

"No, Amy's right," Merry said before noticing something. "You're taller."

"Who?" Pippin said confused.

"You!"

"Then what?"

"Then me."

"I've always been taller than you," Pippin insisted and Merry shot him a black look.

"Before, you two were around the same height," Amy interjected before this could delve into an argument. "And those sounds Pippin is making…something weird is going on here."

Pippin shrugged, taking another drink and Amy realized what was going on. She angrily took the jug from him and tossed it far away.

"Hey!" Pippin exclaimed angrily.

"Do you any idea how dangerous it can be to drink strange liquids that change you? It could be dangerous! No more drinking whatever you find in the forest!" Amy snapped and Pippin looked properly abashed as Merry snickered.

Loud footsteps signaled Tree-Beard's arrival and the trio turned toward the sound as the Ent walked over to them.

"Come, the forest is waking up…hmmmmm….It isn't safe."

With those words, Tree-Beard placed the two Hobbits on his shoulders before placing Amy on his head.

"The trees have grown wild and dangerous. Anger festers in their hearts…hmmm….Black are their thoughts. Strong is their hate….They will harm you if they can. Hmmmm… There are too few of us now….hmmmm….Too few of us Ents left to…hmmm…manage them," Tree-Beard told the trio as he walked off.

"How can there be so few of you when you have lived so long? Are their Ent children?" Pippin asked curiously.

"Bru-ra-hroom. There have been no Entings for a terrible long count of years," Tree-Beard said.

"Why is that?" Pippin inquired.

"We lost the Entwives," Tree-Beard said and the three looked stunned.

"I'm sorry," Amy said sympathetically.

"How did they die?" Pippin asked.

"Die? No. We lost them. And now we cannot find them," Tree-Beard said, causing the trio look at each other bewildered. "I don't suppose you've seen Entwives in the Shire or anyone else?"

"Can't say that I have," Pippin said.

"Trust me, I'd remembering meeting one of you before," Amy said with a slight smile.

"What do they look like?" Pippin inquired, causing Amy and Merry to shoot him looks that questioned his intellect.

"I don't remember now," Tree-Beard said sadly and a guilty Pippin was quiet for some time after that.

Rohan

Same time

Gandalf led the group until they saw their destination. Edoras was built on a lone foothill with a mountain range to its south. It was encompassed by a tall, wooden fence. There were houses throughout the hill and a large building on the top.

"Edoras and the Golden Hall of Meduseld. There dwells Théoden, King of Rohan...whose mind is overthrown. Saruman's hold over King Théoden is now very strong," Gandalf explained.

"If Saruman controls the king, who rules Rohan?" Rory asked, having a feeling he wouldn't like the answer.

"The King's Chief Counsellor, Grima Wormtongue. A puppet of Sauron," Gandalf said grimly.

"Another threat then," River noted and Gandalf nodded.

"Do not look for welcome here," Gandalf warned them before they approached the gates.

As they did, a flag was blown from the hall above and landed on the plains below. Aragorn, The Doctor and Rory noticed it as they reached the gates.

As the group rode through the town, they saw the people eying them warily and Rory and The Doctor noticed they all seemed a bit thinner than normal. Aragorn noticed a blond woman watching them from the building above the town.

"You'll find more cheer in a graveyard," Gimli muttered.

"War usually has that effect on people," Rory noted and The Doctor nodded his agreement.

"War drives out all hope and cheer, the effect it has on people is what we're seeing now," The Doctor explained.

"We should have come sooner," Boromir muttered, heartbroken to see the state of Rohan.

"We're here now. That is what matters," River told him and Boromir nodded after a moment.

They arrived outside the hall and moved to enter when the doors burst open and several guards emerged.

"I cannot allow you before Théoden King so armed, Gandalf Greyhame, Lord Boromir. By order of Grima Wormtongue," the guard said and they could all see the distaste the guard held Wormtongue in.

While they all clearly hated him, there was nothing they could do about it.

"I think you'll find you can," The Doctor said, pulling out his psychic paper as he approached the guards. "Here, a signed statement by the king, allowing my party to enter, with our weapons intact."

The guard took the psychic paper, examining in before shrugging, handing it back to him.

"Very well, my lord. As my king commands," the guard said before they all stepped aside.

The Doctor smiled at his friends, who chuckled at his antics before they all walked through the doors.

Their smiles were wiped off the faces as they entered the hall. It was far from what Boromir had described to them on the way here: it seemed dark and depressing. The people eyed them with suspicion and hostility.

And on the throne sat Théoden King, but he was a stark contrast to the man Eomer had described to Boromir. He seemed an old man lacking any strength, withered and weighed down by life. And next to him sat a dark robed man who could only be Grima Wormtongue. The Doctor, River and Rory were immediately reminded of people they had met in their lives who betrayed those closest to them for power. Wormtongue whispered something in Théoden's ear they could not hear.

"The courtesy of your hall is somewhat lessened of late...Théoden King," Gandalf declared loudly.

"Why should I welcome you…Gandalf Stormcrow?" Théoden asked, the very words seeming to draw energy from the king.

"A just question, my liege," Wormtongue said as he got to his feet. "Late is the hour...in which this conjurer chooses to appear." Wormtongue walked down until he was standing in front of Gandalf, blocking his path. "Lathspell I name him. Ill news is an ill guest."

"Oi! Shut up," The Doctor snapped, having had enough.

Wormtongue whirled around when The Doctor grabbed him by the side of the neck, using his unique fighting style to knock Wormtongue out. The Doctor dropped his hand as Wormtongue fell to the floor, unconscious before The Doctor smiled at Gandalf. Gandalf nodded, beginning to approach the throne.

Wormtongue's men rushed to intercept but Aragorn, Legolas, Gimli, Boromir and Rory intercept them with ease, beating them back and subduing them. One of the Guardsmen attempted to help only to find a knife at his throat.

"Put your weapon away, darling. Wouldn't want you to get hurt," River said sweetly.

"Théoden...son of Thengel...too long have you sat in the Shadows," Gandalf said as the Fellowship beat the remainder of Wormtongue's men unconscious. "Hearken to me!" Everyone watched as Gandalf closed his eyes and raised his left hand. "I release you from the spell."

To everyone's surprise, Théoden let out a slow, maniacal laughter than slowly grew in volume.

"You have no power here, Gandalf the Grey!" Théoden sneered as they all stared in shock, surprised by the transformation.

All but Gandalf, who removed his cloak and Théoden was thrown back against his throne by an invisible force as a bright light emerged from Gandalf.

"I will draw you, Saruman, as poison is drawn from a wound," Gandalf said calmly, raising his staff towards Théoden, who found himself pinned to the throne.

Gandalf slowly walked up to the throne and Théoden cried out in pain. No, not Théoden, Saruman.

A blond woman then emerged, running into the hall. Seeing the scene, she attempted to run towards the throne but Boromir grabbed her, stopping her.

"Not yet, Lady Eowyn," Boromir told her, recognizing her due to her resemblance to Eomer.

"If I go, Théoden dies," Saruman/Théoden sneered only for Gandalf to raise his staff once more, slamming Saruman against the throne.

"You did not kill me. You will not kill him," Gandalf said confidently.

"Rohan is mine," Saruman/Théoden sneered and Gandalf once more slammed him against the throne.

"Be gone!"

Saruman/Théoden jumped to his feet and attempted to rush Gandalf but Gandalf raised his staff and thrust it forward. Théoden was violently shoved back into the throne by an invisible force and Gandalf let out a deep breath, lowering his staff. Théoden moaned as he began to fall forward and Eowyn rushed to him, grabbing him before he fell. As she helped Théoden back into his chair, they all watched, astonished as life returned to his cheeks, the withered look of his skin fading and color return to his hair.

Théoden looked around the room for a moment before focusing on Eowyn, who smiled brightly.

"I know your face. Eowyn. Eowyn," Théoden said and she smiled happily before he noticed Gandalf. "Gandalf?"

"Breathe the free air again, my friend," Gandalf said and Théoden slowly got to his feet, to the joy of his people.

"Dark have been my dreams of late," Théoden said, looking down at his hands.

"Your fingers would remember their own strength better if they grasped your sword," Gandalf pointed out.

One of the guardsmen walked up to Théoden and presented him his sword. Théoden pulled it from its sheath, swinging it back and forth for a moment, seeming to grow in strength.

It was at that moment Wormtongue regained consciousness. And, as Théoden's eyes found him and turned murderous, Wormtongue gulped fearfully, knowing his plans had been ruined.

Even all these years later, Gandalf exorcising Saruman from Gandalf remains not just the best moment of the movie, but one of the best moments in movie history.