Gandalf explains there is now an alliance between the two towers of Barad-dûr in Mordor and Orthanc in Isengard, home of Saruman, who has sent out legions of Uruk-hai and orcs to ravage the countryside of Rohan, whose king, Théoden, has been rendered virtually comatose by Saruman's magic.
Gandalf, Aragorn, Legolas and Gimli race to Edoras, where Gandalf frees Théoden from Saruman's spell, and it is decided that the inhabitants of Rohan shall make for Helm's Deep, a fortress which has never been breached.
Gandalf leaves to get additional help, promising to return "at the turn of the tide." Meanwhile, on the path to Helm's Deep, the travelers are attacked by orcs riding Warg, but Aragorn, Legolas and Gimli are able to fight them off.