Aragorn, Legolas and Gimli track down the trail of Orcs that have captured Merry and Pippin. They come across Eomer, King Theoden of Rohan's nephew. Eomer tells they slaughtered the Orcs. The three find no traces of the hobbits at the battle scene, and they spot and old man near the edge of Fangorn Forest, where Merry and Pippin have escaped to. In the forest, the hobbits meet Treebeard, who is an Ent. These Ents are concerned about Saruman and decide to march to Isengard. Aragorn, Legolas, and Gimli enter Fangorn Forest and spot the old man again, who they find out is an even more powerful Gandalf the White. Gandalf leads the three to Edoras, the capital of Rohan. In King Theoden's Golden Hall lies an agent of the evil Saruman, Grima Wormtongue, who has poisoned the mind of King Theoden. Gandalf releases this poison from King Theoden, and he is restored to his normal. Theoden and Gandalf lead an assault on Isengard, leaving Eowyn, sister of Eomer, in charge of Edoras. When they arrive at Isengard, they see it lies in ruins, destroyed by the Ents, and there are two hobbits with them. Saruman is trapped, but unharmed, in the Tower of Orthanc along with Grima Wormtongue. Grima mistakenly hurls the palantir, stone of Orthanc,at Gandalf. Gandalf disposes Saruman as Head of the Wizard Order and breaks Saruman's staff. That night Pippin can not resist looking into the palantir, and contacts Sauron, who now thinks Pippin has the Ring of Power. Gandalf breaks Pippin free from the palantir and gives it to its rightful owner Aragorn, since he is the last of the line of Kings of Gondor. Gandalf urges the King and Aragorn to return to Helm's Deep, while Gandalf and Pippin will ride to Minas Tirith, the capital of Gondor. Meanwhile, Frodo and Sam venture closer to Mordor. They know Gollum is follo wing them, so they decide to take action and take Gollum captive. Gollum promises to lead the hobbits to Mordor in hopes that he will regain his precious. The three come across the Dead Marshes, where the dead bodies of men, elves, and orcs lay from a battle long ago. They eventually arrive at the Black Gate of Mordor, but they know they can not enter through their without getting killed. Gollum knows of another secret passage towards Mordor called the Pass of Cirith Ungol. They backtrack into the lands of Gondor and are captured by Faramir, Boromir's brother. Gollum is not captured because he is out on one of his hunting trips, but is later captured, and forced to renew his promise to Frodo. They are set free by the men of Gondor and head towards the pass, but Gollum is planning to betray the two hobbits and get the Ring back. They enter a tunnel where the huge spider, Shelob resides. Frodo is stung and paralyzed by Shelob and Orcs take his body to the Tower of Cirith Ungol. Sam has mistaken Frodo for dead, and took the Ring, but then overheard the Orcs saying he wasn't dead, but paralyzed. Sam then decides to delay destroying the Ring and sets out to rescue Frodo.