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Frodo becomes enchanted by the spirits living in the waters of the marsh and falls in. Frodo and Sam traverse the Dead Marshes, passing the undead fallen warriors of the Second Age who haunt the marshes. They are aided by Treebeard the oldest of the tree-like creatures, the Ents, who takes them to the one he calls the white wizard, whom Merry & Pippin assume to be Saruman we leave them looking up at him. We see Merry & Pippin as they flee into the forest pursued by the orc who previously attacked them.
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Upon arriving at the battle site, Aragorn uses his tracking skills and finds hobbit tracks that lead into Fangorn. Éomer later encounters Aragorn, Legolas and Gimli and in turn tells Aragorn there were no survivors of the Orc/Uruk-hai slaughter. During the battle, Merry and Pippin narrowly escape their captors by fleeing into the nearby Fangorn forest. Éomer and his Rohirrim ambush and kill all of the Orcs and Uruk-hai holding the two Hobbits captive at nightfall. Gríma banishes Éomer for undermining his authority and Éomer sets forth to gather the remaining loyal men of the Rohirrim throughout the land.
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Théoden's nephew Éomer interrogates Gríma, angrily realizing he has lustful eyes for Éomer's sister Éowyn and that he is now an agent of Saruman. Orcs and Wild Men of Dunland incited by Saruman freely roam the land and kill the people including the king's only son Théodred. In the kingdom of Rohan, home of the horse lords, King Théoden is mentally and physically weak due to the enchantments of his steward, Gríma Wormtongue, who is secretly in the service of Saruman. Aragorn, Legolas and Gimli are in pursuit, following three days of running, Legolas surmises the Hobbits are being taken to Isengard, where Saruman is marshaling his Uruk-hai forces to do the bidding of Sauron. In Rohan, the pack of Uruk-hai run across the grassy landscape with their captives Merry and Pippin. In need of a guide, Frodo removes the rope from Gollum's neck and persuades him to lead them to the Black Gate of Mordor. Sam distrusts Gollum and wishes to abandon him, but Frodo understands the burden of the creature and takes pity on him. The Hobbits subdue and bind him with Sam's Elven rope given to him by the Elven elder Galadriel in Lórien. Soon they are attacked by the ring-possessed Gollum wishing to retrieve "his precious" from the ones he thinks stole it from him. The moment they hit the water of an underground lake, Frodo awakens from his dream and continues his journey with his trusted and loyal friend, Sam through the rocky region of Emyn Muil, where they become lost.