The Lord of the Rings : The Two Towers The Lord of the Rings : The Two Towers is a subtheme of The Lord of the Rings and the second book and movie in the trilogy . Sets based on it were released in June 2012 . Plot . Gandalf gives his life in battle against the Balrog , giving the Fellowship of the Ring time to escape . Weeks later , Frodo Baggins and Samwise Gamgee continue their journey to Mordor to destroy the One Ring and , with it , the Dark Lord Sauron . One night , they are attacked by Gollum , who bore the Ring for centuries before losing it to Frodo ' s uncle Bilbo , and who now seeks to get it back . Frodo and Samwise capture Gollum , but Frodo takes pity on him , understanding the burden of the Ring . Requiring a guide , Frodo persuades Gollum to lead them to Mordor . Sam , however , despises Gollum on sight and warns Frodo that the wily creature will betray them . In Rohan , Aragorn , Legolas and Gimli pursue the Uruk - hai , who have taken Merry and Pippin prisoner . Meanwhile , King Théoden of Rohan has been entranced by Gríma Wormtongue , who is secretly in the service of Saruman the White . Incited by Saruman , Orc s and Wild Men of Dunland lay siege to the lands . Théoden ' s nephew Éomer accuses Gríma of being a spy ; Gríma has him banished for undermining him . Éomer sets forth to the countryside to gather the remaining loyal men of the Rohirrim . Éomer ' s army later ambush and kill the Uruk - hai holding Merry and Pippin . Merry and Pippin flee into Fangorn forest and meet Treebeard , the oldest of the Ents . Frodo , Samwise and Gollum traverse the Dead Marshes , evading a Nazgûl . Upon reaching the Black Gate , they find it closed and guarded by Orcs . Gollum convinces the pair that attempting to enter the gate will lead to their capture , offering instead to lead them to an unguarded entrance . After being informed by Éomer of his ambush against the Uruk - hai , Aragorn , Legolas and Gimli find Merry and Pippin ' s trail . The trio are confronted by Gandalf , reborn as Gandalf the White after dying in battle . Gandalf joins with the trio as they journey to Edoras . After arriving , they free Théoden from Gríma ' s spell . Théoden decides to move his people to the stronghold Helm ' s Deep for safety . Fearing Helm ' s Deep will not survive , Gandalf leaves to find Éomer and his forces . Gríma flees to Orthanc and informs Saruman of a weakness in the outer wall of Helm ' s Deep . Saruman dispatches his army to the stronghold . Meanwhile , Gollum struggles with his loyalty to Frodo and his consuming need for the Ring . When Samwise and Frodo are captured by Rangers of Ithilien , Frodo reveals Gollum ' s presence to spare his life ; Gollum nevertheless feels betrayed , and begins plotting against his new " master " . As Théoden ' s forces travel to Helm ' s Deep , they are attacked by Saruman ' s Warg riders and Aragorn is thrown from a cliff and believed to be dead . In Rivendell , Elrond convinces his daughter Arwen to abandon her love for Aragorn and leave Middle - earth with her fellow Elves . Learning of Frodo ' s Ring , the Rangers ' captain , Faramir , orders that it be sent to Gondor . In Rohan , Aragorn washes up on a river bank and makes his way to Helm ' s deep . In Fangorn Forest , Merry , Pippin , Treebeard and other Ents hold a council to decide on the role of the Ents in the war with Saruman . The Battle of Helm ' s Deep begins between the Uruk - Hai and Rohirrim with Aragorn and his companions . Explosives are used against the weakness in the wall , allowing the Orcs to breach the fortress . In Fangorn , Treebeard and the other Ents initially refuse to get involved in the war until Pippin shows them that Saruman has decimated the forest ; enraged , Treebeard commands the Ents to seek vengeance . Aragorn leads Théoden , Legolas and the remaining Rohirrim to attack the Uruk - hai army , allowing the Rohirrim ' s women and children to escape into the mountains . Gandalf appears , accompanied by Éomer and his men . The combined forces cause the Uruk - hai to flee into Fangorn , where the Ents and their Huorn allies attack them . At Isengard , the Ents destroy the Uruk - hai and release the river dam , drowning the surviving Orc defenders , flooding Isengard , and stranding Saruman in his tower . In the East , Faramir has the Hobbits taken to Osgiliath . Faramir ' s forces are attacked by Orcs led by a Nazgûl . With the aid of Sam and Faramir , Frodo escapes the Nazgûl ' s attempt to capture him and the Ring . Frodo momentarily succumbs to the Ring ' s influence and attacks Sam , but comes to his senses when Sam tearfully reminds him of their friendship . The Nazgûl is defeated and flees . Faramir frees the Hobbits and sends them on their journey , joined by Gollum . Gandalf remarks that Sauron will seek retribution for Saruman ' s defeat , stating that hope now rests with Frodo and Sam . At that same moment , Gollum vows to reclaim the Ring , and plans to have " her " kill Frodo and Sam .