Soon after Frodo and Sam leave their friends, the rest of the group is attacked by Orcs. During this time, Merry and Pippin are captured, but manage to make their escape in the confusion of the battle. They wander into a forest where they encounter a group of tree beings known as Ents. The Ents are a gentle group who become angry when humans destroy their kind. As Merry and Pippin find respite among the gentle tree giants, Aragorn, Legolas and Gimli continue to do battle with the Orcs. This second installment of the series switches back and forth between the different story lines pertaining to each of the three groups, with the main focus on Aragorn and his journey across the lands, and Frodo and his journey to Mt. Doom.
In the segment pertaining to Frodo, Gollum turns out to be the deceitful creature Sam always knew he was. He purposely takes them to a point where they cannot gain entry into Mordor. Then he tells them he knows a shortcut through the mountains. The shortcut turns out to be the liar of a giant spider. Gandalf, who fell to his death fighting the Balrog, returns as a reincarnated version of himself know referred to as Gandalf the white.