- In Helm's Deep, Erwin runs to Aragorn, upset that she's being sent to the caves to lead the women and children and elderly. Aragorn says this is an honorable position and there's nothing he can do.
- We see the giant caves filled with tons of old people and children. Some being taken from their families to fight… even if they're kind of aged or kind of still a kid.
- Legolas isn't optimistic about what will happen with ten thousand against three hundred, but Aragorn says that he will die as one of them if he must.
- As Théoden is getting suited up, he recites a verse about Rohan being alone in the war.
- During this we see glimpses of the savage uruk-hai approaching and the meager defenses being set in the fortress.