Andy Serkis was pitched the role of Gollum by his agent, who rang him up and asked him if he wanted to do three weeks' voice-over work in New Zealand. However, Peter Jackson was so blown away by Serkis' audition, that he decided to have him perform the movements for Gollum as well.

They couldn't recruit enough men in the six foot height area to play Uruk-hai, so men from five foot high were cast as well. They were affectionately nicknamed the Uruk-Low.

As the Orcs have black blood, it was only natural that the inside of their mouths should not be pink, but black as well. To achieve this, the Orc actors had to swill a liquorice-based mouthwash prior to each of their scenes.

Andy Serkis drank bottles and bottles of "Gollum juice" (a mixture of honey, lemon, and ginger) to keep his throat lubricated for his intense vocal performance.

On the wall of Helm's Deep during the battle, a one-eyed warrior turns to the camera, revealing his scarred empty socket. The performer who played him showed up as an extra, wearing an eye patch. Director Peter Jackson politely asked to see what was under the patch, and then inquired if the gentleman would be interested in appearing in the film sans eye patch. The gentleman was reluctant at first, and quite self-conscious, but afterward, said the experience had made him more comfortable with his condition.

When Frodo (Elijah Wood) and Sam (Sean Astin) are in Osgiliath, Sam says, "By rights, we shouldn't even be here." This was a nod to the deviation the screenplay had taken from the book's storyline. In the book, Sam and Frodo never passed through Osgiliath.

John Rhys-Davies also provided the voice for Treebeard. It wasn't achieved by electronic distortion, but by making the actor speak in his naturally booming voice at the lowest pitch possible, through a wooden megaphone.

Andy Serkis said he based Gollum's desperation and cravings on the withdrawals of heroin addicts.

There were so many extras used in the sequences at Helm's Deep, and the filming went on for so many months, that almost all the extras and principal actors got t-shirts reading "I survived Helm's Deep". There were so many of these shirts, that extras would often meet other extras in New Zealand's main cities, because they would recognize the shirts.

When Grima Wormtongue sees Saruman's army of ten thousand, he is so shocked, that a tear falls from one of his eyes. This wasn't in the script. It's something that Brad Dourif can do at will, and he and the filmmakers decided that it would work well for the scene.

The ten thousand Uruk-Hai battle chants for the Helm's Deep battle sequence were provided by a stadium of twenty-five thousand cricket fans, who chanted the war chants, "Derbgoo, nashgshoo, derbgoo, dashshoo", spelled out on the Diamond Vision screen, with Peter Jackson leading the crowd.

The scene where Gandalf calls for his horse, and Shadowfax comes galloping across the fields and straight up to his Master, was achieved on the first take.

One time while Bernard Hill was in Glasgow, a woman came up to him and told him about how one of her children had died shortly before then, and that parents shouldn't have to bury their child. His confrontation with this woman affected him so much, that he asked to have a line put in about it.

Viggo Mortensen was so impressed with the horse his character rode, that he purchased him from the owners. The horse was shipped back to New Zealand for the additional shots that were filmed in 2002.

In the wide shots of Legolas, Aragorn and Gimli running after the Orcs, all three performers are running injured. Orlando Bloom had a couple of broken ribs (from a fall off of a horse). Viggo Mortensen had a broken toe (from kicking the helmet in the Orcs funeral pyre scene). Brett Beattie (Gimli's stunt double) had a knee injury. Peter Jackson said that all three were very dedicated and continued to film the scene, often yelling "ouch" or "ow" after "cut" was called.

When Gollum eats a raw fish, it's actually Andy Serkis chewing on a fish-shaped lollipop.

John Rhys-Davies (Gimli) had lost the tip of his left middle finger in a farm accident when he was younger, so special prosthetic fingertips were made from a cast of his right middle finger. During shooting, he decided to pull a prank on Peter Jackson. He cut the tip off the prosthetic finger and filled it with fake blood, then went up to Jackson and said "Boss, I had an accident."

Billy Boyd and Dominic Monaghan spent so much time up the tree (TreeBeard) during the making of the the film, that they spent their time between takes writing a screenplay. Additionally, it was so difficult to get up and down from their "perches", that they were left there during breaks while the rest of the crew went off to eat, though someone was kind enough to pass theirs up to them.

On Miranda Otto's first day of shooting, Liv Tyler was said to have welcomed her with enthusiastic open arms, saying, "I'm so glad there's another woman in this film."

Rendering Gollum would often take six hours for one shot, so WETA would leave the shot to render over night and check the results in the morning. Every now and again a computer glitch would occur. For instance, one morning, the team woke up to find every hair on Gollum's head standing upright in a sort of punk looking afro, or his eyes would pop in and out of his head as he spoke.

When Miranda Otto arrived on-set, she was introduced first to the people she'd be working with the most. When she met Viggo Mortensen, she commented about her character falling in love with his: "It's going to be SO easy to fall in love with this man!"

The main door of Helm's Deep was built so heavy, and so well, that the real battering ram, that was built to knock down the gates, failed to do so until the door was weakened. Someone had built the door a little bit too well, and Peter Jackson can be heard on the Extended Edition DVD commenting that if they had to defend a castle, he would want the WETA workshop guys to build the door.

Gollum's pupils and body language signal his frame of mind. "Treacherous Gollum" has narrow pupils, and his shoulders are hunched up, like a wild cat, making him appear sinister and predator-like. While "Friendly Gollum" (Smeagol) has slightly wider pupils, and his body movements are similar to the movements made by a child , making him look innocent and cute. This is most obvious in the scene when the two sides of his personality struggle with each other.

The Helm's Deep battle took four months to shoot, all of it at night.

Andy Serkis said that he based Gollum's voice on the sound of a cat coughing up a hairball.

To make the many sparkling lights in Galadriel's eyes, the crew put white Christmas lights behind the camera.

When Gollum spits in disgust at Sam's cooking of rabbits, that is Andy Serkis' very own spittle flying through the air. Serkis lists that scene as his favorite from all three films.

Andy Serkis' hobby of rock-climbing came in very handy for his mainly on-all-fours performance as Gollum.

Between takes, Brad Dourif stayed in character by continuing to speak with an English accent, until all his footage had been completed. This was so convincing that, at the end, when he spoke with his normal voice again, Bernard Hill thought that his English accent was real, and that his American accent must be fake.

One of the reasons for the casting of David Wenham was his resemblance to Sean Bean, his on-screen brother.

The scene with the Uruk-hai before the Battle for Helm's Deep starts, where they stomp their spears into the ground, was inspired by the same act the stuntmen would do between takes to pass time. After seeing it, Peter Jackson liked it, and put it in the movie.

About two hundred to three hundred horses were used in the trilogy. Because most of the scenes involving horses are intense battle scenes, where the horses could likely be harmed, a horse and rider were fitted with the same type of suit that Andy Serkis wore for his role, and were filmed in the studio doing typical "battle" things, like galloping and rearing up, so the footage could be inserted digitally into the battle scenes. In that way, no horses were hurt.

Bernard Hill would spend up to nine hours in make-up to become the aged Theoden. He wore contact lenses to give his eyes the milky look that very old people can have, but it wasn't sufficiently successful, so his eyes were later tinkered with digitally.

Gollum is a CGI character, but Peter Jackson wanted the character to be performer-oriented, so Andy Serkis, the voice of Gollum, played the character in a motion capture suit. Serkis also played scenes with Elijah Wood (Frodo) and Sean Astin (Sam) on-set to give the actors a focal point. On those occasions, when Serkis was actually in the shot, Gollum was composited over him in post-production.

For one shot where Gollum is crawling and splashing down a river after a fish, Andy Serkis was actually in the water. It had been snowing the previous night, and the snow had melted, but the water was still freezing cold. Peter Jackson was worried that Serkis would forget about the cliff, due to the cold, and would fall off, so he put two crew members near the edge to stop him in the event that he got too close. Serkis walked off the set wearing towels and tin foil.

The Extended Version reveals that Aragorn is eighty-seven years old. This is said to be due to the fact that he is a descendant of the Dunedain, gifted with long life.

The Dead Marshes were actually a water-filled parking lot, the same one that had doubled for outside the mines of Moria in The Lord of the Rings: The Fellowship of the Ring (2001). Passengers in passing trains on the adjacent railway line were able to see Elijah Wood, Sean Astin, and Andy Serkis performing on-set.

To increase the number of Rohirrim riders, many of the "men" were actually women with beards glued on. Peter Jackson and others have noted, that in many cases, they were more skilled riders than the men.

There were never more than one hundred Uruk-hai at any time. The rest were all computer generated.

Orlando Bloom originally auditioned for the role of Faramir.

While filming the trilogy, Viggo Mortensen got so into character, that during a conversation, Peter Jackson referred to him as "Aragorn" for over half an hour, without him realizing it.

Andy Serkis did the voices for the three orcs arguing with each other at the Fangorn Camp scene.

Sean Bean had finished shooting his scenes and had returned to England, when he was asked to return to New Zealand to film an elaborate flashback scene. Unfortunately, this scene did not make it into the theatrical cut of the movie, although it is included in the Extended Edition.

In the cave scene where Faramir lifts the Ring from under Frodo's shirt, David Wenham was afraid of accidentally stabbing Elijah Wood so a swordsman was called on to do the scene.

The location for Edoras was in the midst of a national park. The Conservation Society of New Zealand gave them permission to film there on the proviso that they left it in exactly the same condition that they found it. This meant lifting most of the natural vegetation and grasses up, and storing them in a purpose-built nursery, as filming in the location would last approximately sixteen months.

The dawn shot of Aragorn, Gimli, and Legolas pursuing the Uruk-hai, came about when Viggo Mortensen persuaded the Second Unit team to camp-out on-location. Mortensen's efforts in organizing the overnight trip were so effective, that actors and crew from the other film units, including Miranda Otto, came out to join him.

Originally, Arwen (Liv Tyler) was to be included in the fighting force of Elves who join the men, in the battle of Helm's Deep. This was a relic of the script treatment for Miramax, which condensed the one thousand plus page novel into two films, and met with fan fury on the internet with its free-and-easy approach to J.R.R. Tolkien's work. Tyler had even trained with sword fighters in preparation for her scenes, when the decision to remove her was made by the Writers, who realized that this approach wasn't working. Arwen, who doesn't appear in the individual book of "The Two Towers", was ultimately re-worked into the story by lifting elements from the Appendices at the back of the novel, utilizing flashbacks to her and Aragorn at Rivendell. It took the Writers about a year to come up with this solution.

The map that Faramir and Madril look at is the map featured in the books, drawn by J.R.R. Tolkien's son, Christopher Tolkien.

Viggo Mortensen broke a tooth during the shoot. He immediately wanted to continue filming and requested super glue to reattach the broken tooth, so he could use the pain for his character. Producer Barrie M. Osborne told him that they were taking him to a dentist, and that they would finish filming afterwards.

The battle at Helm's Deep was edited down from twenty hours of footage, shot over a three month period with the rain machine battering down on the cast.

When Merry and Pippin are being carried off on the back of the Uruk'hai, Billy Boyd and Dominic Monaghan are in reality being carried on the backs of two stuntmen wearing oversized costumes, and a false enormous head, to give the impression of height difference.

Originally, while Faramir's group is approaching Osgilliath, the city of Minas Tirith would have been just visible in the background (lying against the rocks in the far distance). However, Peter Jackson was afraid that people would confuse it with Helm's Deep, and had the effect removed from the theatrical version, though he did include it in the Extended Edition.

The Gollum that is briefly glimpsed in The Lord of the Rings: The Fellowship of the Ring (2001) is an entirely different creation than the one that appears in this, and the third, film. It was during the filming of the second movie that Peter Jackson realized that Andy Serkis' physical performance would have to be employed in the digital creation of Gollum. So Weta Digital had to alter the design of one of the lead characters in the film, scanning Serkis' face so that they would be able to incorporate some of his facial characteristics (the fact that Jackson had also filmed a flashback to be included in The Lord of the Rings: The Return of the King (2003), with Serkis playing the original Smeagol, only cemented this decision). This ultimately meant, however, that Weta Digital had only two and a half months to redo two years' work. Serkis himself thought that the final result looked like a combination of his father and his newborn baby.

One frame of Gollum would take around eight minutes to render, while one frame of Treebeard could take up to forty-eight hours to render.

The Lembas bread that Sam and Frodo eat in the beginning of the film, was actually shortbread cookies made by the Art Department.

The dead horses that can be seen at the end of the battle scenes are all made of polystyrene.

The Battle of Helm's Deep features hundreds of spears made of cardboard tubes so that none of the charging horses would be injured.

Elijah Wood's sister Hannah Wood is one of the refugees in Helm's Deep, as is Henry Mortensen, Viggo Mortensen's son. Philippa Boyens' son Callum Boyens is the boy who gives Aragorn his sword, but that isn't his voice in the final cut. Callum's voice had changed by the time it came to do the looping, so a different voice was cast.

Many of Treebeard's lines come from the book, but were spoken by Tom Bombadil in the first volume.

Sean Astin shot his short film The Long and Short of It (2003) during a re-shoot in New Zealand. Lucasfilm was demonstrating its new high definition digital video cameras (used on Star Wars: Episode II - Attack of the Clones (2002)) for Peter Jackson, and Astin asked the Lucasfilm crew if they could stay an extra day, so he could use the camera to shoot his short film. They agreed, and Astin shot the film in six hours.

If one watched the extended versions of all three films back-to-back-to-back, it would take him or her six hundred eighty-one minutes (eleven hours and twenty-one minutes) to finish it.

When Aragorn kicks the helmet after he thinks Merry and Pippin are dead, he lets out a scream. This scream is genuine. Peter Jackson wanted Viggo Mortensen to kick the helmet as close to the camera as possible, but on the fourth attempt, he broke two toes. He lets out the scream in response to the pain, but doesn't tell them to cut, so the scream you hear is real.

The Deeping Wall blowing up, and the boulder smashing into a tower in Osgiliath weren't created digitally, but by destroying the miniatures.

The animatronic puppet of Treebeard was fourteen feet high.

EASTER EGG: In the Extended Edition DVD, on the first movie disc, go to chapter 29-30 under the scene selection. Press down under chapter 30 and a gold ring will appear. It's a hidden extra of the MTV Awards for Andy Serkis receiving Best Virtual Performance.

Bernard Hill was originally considered for the role of Gandalf.

A scene of a fresh-faced Aragorn meeting Arwen for the first time was filmed, but Peter Jackson was unable to find a suitable place for it.

Tell-tale signs (grayer hair, blotchy skin) are introduced to show that the Uruk-hai are an inbred set of creatures, who are already starting to erode.

Peter Jackson and Barrie M. Osborne actively campaigned for Andy Serkis to receive an Oscar nomination for Best Actor in a Supporting Role for his portrayal of Gollum. Academy regulations, however, forbid an actor to be nominated, when he is not physically to be seen on-screen, despite Serkis' active input into the role.

In the Extended Edition, Pippin tells Merry about a dream he had in which they smoked a large amount of pipeweed, and then Merry got sick. During filming, Dominic Monaghan, who played Merry, did indeed get sick when he tried to smoke.

The sound of the Fell Beasts that the Ringwraiths ride, is actually the noise of a donkey.

Sir Christopher Lee read "The Lord of Rings" once a year until his death in 2015, and is the only member of the cast to have met J.R.R. Tolkien.

Instead of being hired out, all the hero horses were actually bought for the production, to allow them the chance to get used to the comings and goings of film crews.

In each film in the trilogy, the subtitle of the film is incorporated as dialogue. In this instance, Saruman: "Who now has the strength to stand against the armies of Isengard and Mordor? To stand against the might of Sauron and Saruman and the union of the two towers?"

Forced perspective was just one of the tricks used on the Helm's Deep "bigiature" to make it look like the real thing. Parts of the set that were far away from camera were built to a smaller scale, to make them look further away. The shots were also always made in smoke, to increase the sense of atmospheric distance. During the design process, parts of the model were filled with Action Man dolls to provide a scale reference.

While the three hunters are surrounded by the Rohirrim, three or four cameras were used at once to get a more realistic shot. The whole sequence was filmed non-stop from the moment the Rohirrim ride up to the moment they ride away.

Initially, the musical score was deemed ineligible for the Academy Awards, because of a new rule, which stated that scores featuring themes used in a previous film were not eligible for submission. This rule was very unpopular, and was quickly abandoned. The score became eligible again, though it did not receive a nomination.

Gimli's armor weighed about sixty-six pounds (thirty kilograms).

All three films were shot simultaneously.

When Legolas is talking to Aragorn before the Battle of Helm's Deep, he refers to three hundred against ten thousand. It is a reference to Thermopolyae, where three hundred Spartans killed ten thousand Persians. David Wenham appeared in 300 (2006), about the event.

Aragorn's basic costume is changed slightly in this film, compared to the previous one. He wears the leather wrist gauntlets of Gondor, which he took from Boromir's body, to honor his fallen comrade.

New Line Cinema wanted Peter Jackson to start the film with a prologue done by Cate Blanchett, something that Jackson didn't want to do. Ironically, a year earlier, New Line Cinema had been opposed to opening the first film with a prologue narrated by Blanchett, something, of which, Jackson was in favor.

The eponymous Two Towers in the book, are the Tower of Orthanc, in the fortress of Isengard, and Minas Morgul, a.k.a. The Tower of Black Sorcery. However, the eponymous Two Towers in the movie, are the Tower of Orthanc and Barad-dur, a.k.a. the Dark Tower, in Mordor.

Brad Dourif had to shave his eyebrows off, and because he was recalled several times during the trilogy's filming, he ended up doing that five times over the course of three years.

The first sequel to be nominated for an Academy Award for Best Picture, when the original film did not win the award itself, and the third sequel to be nominated for Best Picture.

The design for Gollum took over one hundred maquette sculptures, and over one thousand drawings to get right.

The scene of Denethor was removed in the theatrical version, which made his first theatrical appearance in The Lord of the Rings: The Return of the King (2003). However, he appeared in the Extended Edition.

Kate Winslet was offered the role of Eowyn.

The Warg attack against the Rohirrim was originally supposed to be set at night, and at Edoras. After working on the Edoras set during the day, Peter Jackson decided that it was too windy and too cold to bring cast and crew back for a night scene, so the scene was re-written to happen during daylight.

The "bigature" of Orthanc tower ended up being twenty-seven feet tall.

Most of what is seen of the Black Gate is a miniature. There was no real location as such, and the scene where Frodo, Sam, and Gollum are on a hilltop was filmed indoors. The miniature of the Black Gates of Mordor was partly made of lead.

Brad Dourif, who played Grima Wormtongue, has a goddaughter named Arwen.

The bodies lying underwater in the Dead Marshes were made of silicone.

Some of the physical inspirations for Gollum's wiry frame were resident artist (and J.R.R. Tolkien expert) John Howe and rock singer Iggy Pop.

Five hundred fifty-nine people are listed in the end credits. This number is significantly higher in the Extended Edition DVD.

When arriving upon the set to film the scene in which Andy Serkis (Gollum) has to catch a fish, they discovered that it had snowed overnight. Peter Jackson had the snow cleared on the set (which included defrosting the river, as well as the land surrounding it) by 1:00 p.m.

Sean Astin suffered two injuries in rapid succession. First, he impaled his foot on a piece of glass underwater, while filming the scene in which Sam rushed out to Frodo's boat. The day after that scene wrapped, he filmed the scene in this film where Gollum leads Frodo and Sam to the Black Gate. During that scene, Gollum grabs Frodo and Sam to stop them from rushing towards the Gate. Andy Serkis grabbed Astin by the hair, and pulled so hard, that it yanked the wig right off his head, causing him considerable pain.

Although Wargs in the novel are described merely as looking like wolves, the filmmakers decided to add in elements of hyenas (which are not members of the wolf and dog family) to their build, to create a uniquely fearsome appearance.

Miniature photography for the trilogy took up a total of nine hundred eighty-eight days.

WILHELM SCREAM: An Elvish warrior falls off the Deeping Wall and screams.

Bernard Hill cracked his sternum while riding his horse.

Rohan armor weighed forty-eight pounds (twenty-two kilograms) dry, and fifty-three pounds (twenty-four kilograms) wet.

The only film trilogy to have all three films nominated for the top 100 greatest films of all time by the AFI (American Film Institute).

Early trailers included a brief scene of Eowyn waiting to attack an Uruk-hai from behind a pillar. This scene is not included in either the theatrical version nor the Extended Edition.

A stuntman broke his leg playing the soldier who is hit by the "bolt" from the ballista type device used to hoist the ladders.

One of the main reasons Sean Astin took the part of Samwise Gamgee, was the advice of his stepfather John Astin, who had previously worked with Peter Jackson and Fran Walsh on The Frighteners (1996), and had been enthused with their rapport, understanding of film, and appreciation of their crew.

Gollum's line "My Precious" was voted as the #85 movie quote by the American Film Institute (out of 100).

The theatrical version contains roughly eight hundred visual effects shots. The Extended Edition DVD adds about another one hundred sixty to that total.

Eleven thousand sandbags were used for the construction of the Dead Marshes set.

The role of Eowyn, the White Lady of Rohan, was first offered to Alison Doody in December 1999, who had to decline the part, because she had just given birth to her second daughter.

Gollum says the word "precious" fifteen times in this film.

The set for the Helm's Deep battle scene was built on location in New Zealand out of polystyrene over a period of seven months.

Prior to Emiliana Torrini, Björk was approached several times to co-write and sing "Gollum's Song". She refused them all, due to her pregnancy. Although she was not officially involved, producers did pick three artists with a similar sound, and asked her to choose. Her pick didn't work out, and after approaching her one final time to sing, the song went to Torrini.

Gollum's singing while slapping a fish in preparation to eat it in the Forbidden Pool scene was Andy Serkis' idea.

Some of the local stuntmen playing the Uruk-Hai would perform the haka (a traditional Maori war dance) between takes to pass time and keep warm.

Edoras was only filmed during the day, as it was nearly impossible to transport all the necessary night-time lighting equipment up to the location.

Early in pre-production, Uma Thurman and Ethan Hawke were set to play Eowyn and Faramir. Scheduling conflicts prevented this, but it meant that these two parts were finally cast relatively late into production.

The Line "They're taking the Hobbits to Isengard" has become a well known internet meme. There is even a music video.

Cate Blanchett has only three scenes in this film.

The "bigiature" model of Helm's Deep stood seven feet tall and measured twenty feet square.

DIRECTOR CAMEO (Peter Jackson): Wearing chainmail armor at Helm's Deep, throws a spear at the attacking Uruk-hai.

The scene where Gamling (Bruce Hopkins) and King Theoden (Bernard Hill) get ready for the battle (speech from Gamling), Hopkins' sons, Tom Hopkins and Joe Hopkins, are sitting at the entrance of the room, their backs to the camera, as refugees.

Once Andy Serkis was cast as Gollum, the designers had to alter their concepts of the character that they had been working on for about three years to marry up with Serkis' features.

Several members of the cast returned to New Zealand when Peter Jackson thought of some more ideas for scenes.

General release prints of the film were made from a digital master, that has been digitally noise and grain reduced. As a result there is less grain, but also digital noise reduction artifacts, in the form of smearing of textures (the worst case is in a shot shortly after Aragorn falls off the cliff).

David Wenham hadn't read the books when he joined the production as Faramir.

The armor and weaponry of the Rohirrim is based on the attire of Anglo-Saxon and Swedish warriors in the Migration Era, in particular on finds from Sutton Hoo, Valsgärde and Vendel. Where dragons and ravens would have been featured on the helmets, horses are used instead.

Kevin Conway was originally cast as King Theoden, but decided to reprise his Gettysburg (1993) role of Buster Kilrain in Gods and Generals (2003) instead.

Conceptual Artist John Howe was the model for Gollum's sinewy arms.

Originally, one of the concept drawings of Gollum showed him having skeletal nostrils for a nose. However, that idea was dropped, because Weta Digital's Concept Artists felt that the skeletal nose made Gollum too unsympathetic and "zombie-like". Another concept showed Gollum having a small potbelly. That idea was also dropped as well.

Stephen Sinclair's screenplay credit stems from when the film was being proposed to Miramax as a two-parter.

Movie theater prints were labeled "Grand Tour" on the film cans, and the actual reels.

Voted number 19 in Channel 4's (UK) "Greatest Family Films" (as trilogy).

The movie's line "Precious" was voted as the #93 of "The 100 Greatest Movie Lines" by Premiere in 2007.

Patrick McGoohan turned down the role of Gandalf due to poor health.

Originally, a fight scene involving Eowyn and Orcs in the Glistening Caves, at Helm's Deep, was shot, and a small shot of this scene was even shown in a trailer for the film, but the scene never made it into either the theatrical or Extended Edition of the movie.

Gollum shares similar characteristics with Grendel from Beowulf (2007), based on the Anglo-Saxon epic, "Beowulf". Both characters were humanoid creatures who lived in a lake in/or under a mountain, and were both portrayed as outwardly savage, but inwardly childlike creatures. Andy Serkis, who portrayed Gollum, shares the same birthday (April 20th, 1964) with Crispin Glover, who portrayed Grendel in Beowulf (2007).

During the assault on Isengard, an Ent is set on fire. When another Ent tears down a nearby dam and Isengard is flooded, the Ent on fire dunks its head into the oncoming wave of water to put itself out.

Bernard Hill (King Theoden) and John Rhys-Davies (Gimli) have played Captains of the two ill-fated sister ships Titanic (1997) and Encyclopædia Britannica (1971).

The only Middle Earth film where the "One Ring" is not worn by a single character.

Dedicated to Carla Fry, Brian Bansgrove, and Brent Robb.

The scene where Sam is violently dragging Gollum by a rope around his neck, is similar to the scene where Pozzo arrives dragging his slave, Lucky by the neck with a long piece of rope in Samuel Beckett's "Waiting for Godot". Frodo, Sam, and Gollum have character elements of the four main characters in "Waiting for Godot". Frodo has the character elements of Vladimir (compassion and philosophical thinking), Sam has a combination of Vladimir, Estragon and Pozzo's characteristics (cynicism and harshness towards Gollum, and yet has a philosophical outlook), while Gollum has a combination of Pozzo and Lucky's characteristics (opportunistic and devious as Treacherous Gollum, and childlike and servile as Friendly Gollum). Sir Ian McKellen played the role of Estragon in "Waiting for Godot" co-starring with Sir Patrick Stewart as Vladimir.

Bernard Hill's role was previously played by Philip Stone in The Lord of the Rings (1978) and Jack May, in the BBC Radio adaptation. Stone also appeared in S.O.S. Titanic (1979), in which he played Arthur Rostron, Captain of the R.M.S. Carpathia, which rescued the survivors of the Titanic. Hill appeared in Titanic (1997) as that ship's Captain, Edward John Smith. Hill also appeared opposite Jack May in The Bounty (1984).

Included among the "1001 Movies You Must See Before You Die", edited by Steven Schneider.

The only Best Picture Oscar nominee that year to not be nominated for Best Director.

The only Best Picture Oscar nominee that year not to be nominated in any of the writing categories.

The only Best Picture Oscar nominee that year to be nominated for Best Sound Editing, and Best Visual Effects.

The only Best Picture Oscar nominee that year not to be nominated in any of the lead acting categories, or in any acting category.

Sir Christopher Lee's voice, in the Italian version, was dubbed by Omero Antonutti.

Sean Astin (Samwise Gamgee) and Billy Boyd (Peregrin "Pippin" Took) appeared in The Witches of Oz (2011) and Dorothy and the Witches of Oz (2012).

Alan Lee: The Concept Designer can be seen as the Rohan collecting weapons at Helm's Deep (to the left when Aragorn yells "Then I shall die as one of them!").

Barrie M. Osborne: The Executive Producer appears as a Rohirrim soldier throwing a rock down on the Uruk-Hai attacking the gate at Helm's Deep.

Dan Hennah: The Art Director is getting suited up in the armory at Helm's Deep. Look over Aragorn's right shoulder after Legolas says "They're frightened, I can see it in their eyes."

Peter Jackson: [children] Jackson's children Billy Jackson and Katie Jackson appear as "cute Rohan refugee children".

Viggo Mortensen broke two toes while kicking the steel helmet by the orc pyre, and that take is the one that appears in the final cut. Peter Jackson said that he was really impressed with the shout of pain Aragorn cried out for the fate of the two Hobbits, realizing only later that it was real pain for his toes. He was also impressed by the fact that Mortensen continued acting, even while so seriously injured. Mortensen later remarked that the only reason it was even mentioned, on the DVD release, was because he was an actor, and that the stunt crew were injured far worse and pushed through it.

The first appearance of the White Wizard in Fangorn Forest was made intentionally confusing, by compositing the eyes of Sir Christopher Lee into the face of Sir Ian McKellen. The voices of both were also mixed in alternating intensity to add to the confusion.

In the scene where Aragorn has washed up on the shore of the river that he fell in when the Warg dragged him off the cliff and Arwen comes to him in a dream to revive him, the dialogue was originally in English. But, Liv Tyler was entranced by the Elvish language, and since both characters and cast members knew how to speak it, she talked Peter Jackson into letting them translate the script for that scene. Everyone agreed that it turned out much better her way, than the way it had been originally planned.

It was clear to the writers from the beginning, that the entire final sequence of the individual novel (Frodo and Sam's encounter with Shelob) would be part of the third film, not this one. Also, the confrontation with a defeated Saruman at Isengard was deemed to be too anti-climactic, and was therefore moved to the third film as well. This tactical move meant the battle for Helm's Deep became this film's natural climax.

During one take while filming the scene when Aragorn is floating down the river, Viggo Mortensen was dragged underwater for many seconds. He managed to kick himself back up off a rock, perhaps saving his life. A safety team then rescued him, and took him to shore.

Body count: four hundred sixty-eight.

Gandalf's line near the end declaring that "The Battle of Helm's Deep is over. The Battle of Middle Earth is about to begin." is paraphrased from part of one of Winston Churchill's most famous speeches of World War II, of June 18, 1940: "The Battle of France is over. I expect that the Battle of Britain is about to begin."

The scene where King Theoden, Legolas, and Gimli arrive at Helm's Deep, having lost Aragorn, was Bernard Hill's and Miranda Otto's first day on-set.

Peter Jackson felt that in the book, Faramir's casual refusal to seek the Ring was anti-climactic, and inconsistent with the Ring's maddening temptation of other characters, such as the Nazgul, Gollum, and Boromir. For this reason, he added the now-controversial subplot involving Faramir's hubris and the captivity of Frodo and Sam in Osgiliath.

The Uruk-Hai using an explosive device from Saruman to breech the wall at Helm's Deep, was a creative interpretation. The book only mentions "blasting-fire" blowing up the wall, but implies it is due to Saruman's devilry.

Though this is the film that carries the title of the middle volume, scenes from the book "The Two Towers" are actually spread across all three films. Boromir's death scene and funeral, and the beginning of Aragorn's pursuit of the Orcs, made up the first chapter of the book, but were used at the end of The Lord of the Rings: The Fellowship of the Ring (2001). Scenes after the Battle of the Hornburg (Helm's Deep), up to the part where Gandalf sets out with Pippin towards Minas Tirith, were moved to The Lord of the Rings: The Return of the King (2003), as were all scenes involving Frodo and Sam up to the part where Frodo is captured by Orcs.

Another problem faced by the writers, was that, unlike "The Fellowship of the Ring", no major characters die in the course of this film, something which could have easily provided them with an emotional climax.

In the movie, Lord Elrond dispatches a squadron of Elves to Helm's Deep, to assist the Rohan soldiers. This doesn't happen in the book, since the Elves are occupied with defending their own homes from attacks by Sauron's forces at the same time. However, the decision was made to include Elves in the film, to show their sacrifices, and avoid the suggestion that the Elves leave all the fighting in the movies to humans.

When Gollum says "murderer", and Smeagol cries and whimpers at the sound of it, this is a clue to Smeagol's past (Deagol's death flashback in The Lord of the Rings: The Return of the King (2003). Smeagol's genuine feelings of guilt and remorse, over murdering Deagol, are valid hints that Smeagol, a.k.a. Gollum was never evil from the beginning, but was merely a sad, gloomy, and innocent creature who was tortured and corrupted by the One Ring.

When the eye of Sauron turns towards Gondor, the sounds of the New Line Cinema logo are heard.

The character of Erkenbrand, one of King Theoden's Army Lords in the novel, was left out of the movie. In the book, it was he and Gandalf who led the final charge of the Rohirrim against the Orc army, while Éomer is fighting the battle from within Helm's Deep, alongside King Theoden, Aragorn, Legolas, and Gimli. In the movie, Éomer is sent away early on, and it is he who secures the victory against the Uruk-Hai together with Gandalf.