The Truly Epic Story Of How The Battle Of Helm's Deep Was Filmed

"It was a microcosm of what the whole movie was about in a way," Viggo Mortensen muses in "Return to Middle-earth," a WB TV special looking back at the making of the "The Lord of the Rings: The Two Towers," the middle chapter of Peter Jackson's epic fantasy trilogy. "Just egging each other on to go past your limits. I hated it, I enjoyed it, I will always remember it."

"It was a nightmare," says Orlando Bloom.

The "it" in question is Helm's Deep, and the brutal four months that went into creating one of the most incredible battle sequences in cinema history. Hundreds of extras, stunt performers, and crew members assembled for weeks upon weeks of exhausting 14-hour shoots. The majority of these took place at night and — like the battle itself — only ended with the arrival of the dawn.

Filmmaking itself has echoes of warfare. There's a clear chain of command, descending from the producers and director to the heads of each department, and from the department heads down to their crew. Discipline, communication, and leadership are essential, and resources are finite. Even the language of film has a violence to it: "cut," "shoot," "striking." In between the action, there's an awful lot of waiting. And if morale breaks down, the results can be disastrous.

Helm's Deep had all the ingredients for breaking morale: long hours, freezing conditions, no sunlight, countless injuries, and an army sharply divided into factions. But if you've seen "The Two Towers," which premiered exactly 20 years ago today, you'll know that the Battle of Helm's Deep ultimately ends in triumph. 

Here's the story of how it all came together.

Together Éomer and Aragorn sprang through the door, their men close behind. The two swords flashed from the sheath as one.

"Gúthwinë!' cried Éomer. "Gúthwinë for the Mark!" 

"Andúril!" cried Aragorn. "Andúril for the Dúnedain!"

– J.R.R. Tolkien, "The Lord of the Rings"

Pay close attention to the behind-the-scenes footage of Helm's Deep and you may notice a conspicuous absence: that of Peter Jackson himself. 

While the image of the lone visionary director painstakingly crafting every single shot in a movie is useful for marketing, where truth gets shaped into a more easily digestible legend, it's rarely the reality with movies on any scale above the very low budget. A director's time and energy is a precious resource, and it's necessary to delegate in order to keep schedules and budgets in check.

Principal photography for the "Lord of the Rings" movies (which were shot back-to-back) took place between October 1999 and December 2000 — a dizzyingly condensed schedule for three fantasy epics with an average theatrical runtime of more than three hours, made all the more challenging by the main characters splintering off into several different storylines. Jackson could not be in two places at once, and when filming lagged behind schedule, he would sometimes turn to his creative partner and wife Fran Walsh for an assist on the directing front. Among the scenes shot by Walsh in "The Two Towers" is the eerie sequence where Sméagol argues with his vindictive alter ego, Gollum.

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But Helm's Deep wasn't just one short scene: it amounted to months of filming, focused largely on stunt performers and extras with only a few members of the core cast in the mix. Speaking to the A.V. Club, second unit director John Mahaffie explained that if "The Lord of the Rings" had been shot with a single unit and a single director, filming would have taken three times as long. Jackson needed to divide in order to conquer.

Mahaffie's experience up to that point had primarily been as a director of photography on smaller films, and he'd never directed a second unit before. But Jackson trusted Mahaffie, having previously worked with him on "Heavenly Creatures," and so he offered him the daunting task of overseeing the second unit for the "Lord of the Rings" trilogy. The schedule for Mahaffie's unit matched the duration of the main unit; he was effectively directing three feature films alongside the three that Jackson was directing.

Like most productions, "The Lord of the Rings" did not shoot in sequence. "When we were doing Helm's Deep, Peter was in Bag End," Mahaffie told Empire. During the day, Gandalf would be warmly reuniting with his old friend Bilbo Baggins in Hobbiton; when the sun went down, Aragorn, Gimli, and Legolas would face an army of Uruk-hai 300 miles away. Mahaffie was working towards Jackson's vision, but the buck ultimately stopped with him when it came to the logistics of filming:

"For all intents and purposes, we operate as a stand-alone unit — independent. And my role as a second-unit director is, first of all, to be in tune with the style of the main-unit director and the action requirements, and to be intuitive as to his priority for the look of the film and how the film is to go together. But then once I've taken that and I'm on set with a full crew of 120, 150 people, it's a machine that I run like any other unit."

In total, Mahaffie estimates that he directed around 90 percent of the Battle of Helm's Deep. 

Aragorn looked at the pale stars, and at the moon, now sloping behind the western hills that enclosed the valley. "This is a night as long as years," he said. "How long will the day tarry?"

– J.R.R. Tolkien, "The Lord of the Rings"

Over the three months of night shoots on Helm's Deep, tens of thousands of gallons of water hammered down onto the assembled armies: some of it from giant rain bars suspended by cranes overhead, and some produced naturally by the New Zealand climate. According to "The Making of Middle-earth," a working "day" would begin at 5pm and continue until dawn. For featured Uruk-hai, this would start with three to four hours in make-up and costume, and they'd spend the rest of the night executing stunts in armor and prosthetics that weighed 40-70 pounds (depending on the orc).

Movie stars might get more luxuries than the average stuntie or crew member, but there was no escaping the grind of the night shift. "You can see it on people's faces, how tired they were," says Viggo Mortensen in "Return to Middle-earth." When the sun-starved denizens of Helm's Deep ventured out into Wellington during the day, he added, it was easy to spot a fellow creature of the night: 

"Everybody had this sort of vampire life where we were passed out from exhaustion. You got outside on the street and you're all sort of pale and scratched-up and cross-eyed, and you recognize each other blocks away, like 'There's one!'"

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On set, the Uruk-hai performers would often have to stay in their regimented lines for long stretches of time, waiting to begin filming, which made for a dangerous combination with the rain and the cold night air. "Guys were falling over in their suits because they were soaking wet," said stunt performer Mana Davis. "They were so cold that they were getting pneumonia." 

Yet more notable than the long hours, the lack of sunlight, the cold, the rain, and the hostile terrain was how the Helm's Deep unit rallied instead of crumbling, taking their cue from the stunt team — who, as Peter Jackson notes in the bonus feature "Warriors of the Third Age," bore the brunt of most of the shooting. 

"They were the true heroes of Helm's Deep," says Jackson. "Their spirit, their energy, their enthusiasm, it just ended up giving us great material on film." Co-producer Rick Porras recalls that at around 2:00 A.M. on a particularly cold night, weeks into filming, the Uruk-hai extras who were standing in the cold began singing in a quiet chorus, "to get through the night while they were waiting for the cameras to roll."

That resilience, demonstrated by those who were suffering the most, became the backbone of morale on the Helm's Deep shoot. "I've never seen any group of stunt people take more of a beating without complaining at all," Viggo Mortensen marveled. Seeing the ranks of exhausted, battered stunties continue to give 100 percent in take after take, "you couldn't in good conscience do anything less than your best."

"Hark! They hate us, and they are glad; for our doom seems certain to them."

– J.R.R. Tolkien, "The Lord of the Rings"

The stunt performers and extras may have played both sides elsewhere in the war, but at Helm's Deep they were mostly divided up into the armies we see in the battle. And after weeks of night shoots, the lines between fantasy and reality began to blur. "Pretty much everyone nearly lost their marbles," said Orlando Bloom.

According to Ian Nathan's "The Making of Middle-earth," the Uruk-hai actors were seized by a longing for victory, despite knowing that they were scripted to lose. The battle lines held strong even when the cameras weren't rolling. "We orcs stuck together," declared Shane Rangi, elaborating:

"You had your Elves on one side and your Uruk-hai on the other, and at lunch it was exactly like that as well. It was because you'd spend twelve weeks out at the quarry, working five or six days a week, fourteen hours a day. You would form a close bond with those people. And you tended to find that the Elves were quite tall and pretty and prissy, and the Uruk-hai were all rugby league players, quite hard. We were all out there suffering, but only the Elves made their misery known, and we didn't want to be associated with the whingeing!"

Unlike the Uruk-hai forces, which were largely made up of indigenous Polynesians and Pacific Islanders with muscular frames and the grit needed to stand in the rain for hours wearing heavy padding and prosthetics, the casting requirements for Haldir's army of elves from Lothlórien were less demanding: they simply needed to be young, tall, and thin. Many of the elven extras were students in their late teens or early twenties, for whom this was their first experience on a movie set. It quickly became apparent that they didn't know how to march, and so they had to be taken through some hasty training by ex-military members of the crew and cued with hand signals to keep them in step with one another.

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In "Warriors of the Third Age," John Mahaffie reveals that the frisson of hostility from the Uruk-hai actually helped the elven extras get into the fighting spirit. "They were a little bit reticent to show the same aggression [as] the team of stunt boys and the Uruk-hai, who'd been with us as a team for some time," he said. At one point when the crew were focused on filming the elves, the Uruk-hai performers behind the camera began to taunt the fair folk.

"They began to get their weapons and they'd start smacking them against their chestplates," said Weta Workshop's Richard Taylor. "And chanting at the elves, teasing them, taunting them, and jeering at them, just like you would in war, you know? 'Ah, yer mother!' And really winding them up." This eventually morphed into a Māori haka, a traditional dance accompanied by fierce chanting.

The elven performers had, at the time, their bows cocked with arrows preparing to fire down at the Uruk-hai, and the taunts made their blood rise. "We didn't realize it was shooting while they were doing it, we just thought they were giving us a lot of flack," said Mana Davis, who was fighting on the side of the elves that day. "So some of us started going back at them, 'Ka mate, ka mate!' and doing all that [mimes haka body-slapping]. The next thing we heard, 'cut!'"

"We had a few modern-day gestures creep into the program there, and we had to cut," stunt coordinator George M. Ruge explained, laughing.

"The men of Rohan grew weary. All their arrows were spent, and every shaft was shot; their swords were notched, and their shields were riven."

– J.R.R. Tolkien, "The Lord of the Rings"

With the number of battle scenes, stunts, and general cavorting around in the New Zealand countryside, accidents and injuries were inevitable during the making of the "Lord of the Rings" trilogy. Perhaps the most famous example is Viggo Mortensen breaking two of his toes when Aragorn kicks an orc helmet to express his grief, thinking that Merry and Pippin have been killed (the take, complete with Mortensen's scream of agony, made it into the movie). 

Another legendary Mortensen injury occurred during the fighting at Helm's Deep, when he was accidentally smashed in the mouth by a protruding fin of Uruk-hai armor, breaking off a large chunk of his front tooth. Mortensen simply picked up the tooth and asked if anyone had any superglue so they could stick it back on and continue filming. He was whisked away for emergency dentistry instead, but went straight back to the set as soon as his tooth was presentable again.

Asked about the incident in an interview for "Cameras in Middle-earth," Mortensen seems almost embarrassed by the fuss over one silly little tooth. "That was like business as usual for everyone involved," he insists. "And it's only because it's an actor that it's even mentioned."

He's not wrong. A broken tooth was far from the worst injury incurred at Helm's Deep, where cuts, bruises, and sprains were a nightly occurrence. The set may have been made of plywood and polystyrene, but the weapons and armor were made of metal and could do a lot of damage, even with the edges blunted. In behind-the-scenes footage, stunt performer Sala Baker is shown introducing himself by the unit's mobile medical vehicle. "Hi, I'm Sala, I'm a stuntie, and the reason we're here today is because of..." He drops his head forward with a flourish to show the metal staples holding his scalp together, the result of being whacked on the top of the head with a sword. "This!"

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Everyone went all-out in the battle scenes. Uruk-hai performer Kane Bixley told NME that "the fighting was almost real," and in particular recalls a moment when "some guy ran up to me and knocked me down during the Helm's Deep battle, and kept hitting me with a spear while shouting, 'That's gotta hurt!'" The battering ram used by the Uruk-hai to break down the gate was also real: a section of utility pole made from solid wood. One of the Uruk-hai performers who wielded it, Clinton Ulyatt, told Red Carpet News: "I remember going home that day, running a bath, falling into it and waking up about six hours later with no water around me,"

Viggo Mortensen was determined to do as many of his own stunts as possible, and was also dedicated to hitting as hard as he could in combat. "As a stuntie, you want to fight Viggo, because you know he'll give it as much as you will, and he'll take it as well," says Augie Davis in the "Warriors of the Third Age" featurette. "When you're in a fight with him, you feel like you're in a real scrap." A photo taken by makeup artist José Péréz in the aftermath of the battle shows Mortensen's hands covered with bloody divots, chunks taken out of them by glancing blows with swords and armor. 

Mortensen wasn't the only key cast member left scarred by the Battle of Helm's Deep. Brett Beattie, the stunt double for John Rhys Davies (and the Gimli you'll see on screen pretty much any time that Davies' face isn't clearly visible), told Polygon that he suffered two blown knees during the making of the trilogy. When he went for his third reconstructive knee surgery in 2021, the surgeon asked him how the injuries had occurred and Beattie replied, "Well, I was battling Uruk-hai at Helm's Deep."

And it wasn't only their enemies that the warriors of Helm's Deep had to worry about: Théoden actor Bernard Hill suffered some friendly fire. "I got hit by my own assistant," he recaps in footage filmed after the incident. "Gamling [Bruce Hopkins] whacked me on the ear with his sword. Somebody fell on his arm and his sword went 'crack!'" 

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Perhaps the most innocent casualty of Helm's Deep was poor Orlando Bloom, whose injury was an indirect result of the battle. Over the course of the grueling four-month shoot, Viggo Mortensen became a sort of honorary member of the stunt team and developed a unique way of bonding with his stuntie friends (particularly after they'd been doing shots at the bar). It went like this: Viggo would clasp the person's face, look deep into their eyes, say something sweet to them ... and then head-butt them as hard as possible. 

"We'd be in the bar having a drink and he'd be like WHACK," Lani Jackson recalls, with a wince of remembered pain. 

"It does seem silly now, in retrospect," Mortensen later admitted. "A bunch of grown men going around head-butting each other anywhere they encountered each other." But at the time, he was keen to spread the love. At the premiere of "The Lord of the Rings: The Fellowship of the Ring," which took place while pick-ups and reshoots for the sequels were still ongoing, Mortensen managed to convince Sala Baker that it would be a great idea to head-butt an unsuspecting Bloom. In an interview for the "Lord of the Rings: Extended Edition" Appendices, Baker recalls: 

"Viggo goes, 'Do it. Do it. Do it.' And I was like, 'Hey, Orlando, bro — I love you, dude.' WHAM! And I got in trouble because the next day makeup was like, 'Why does Legolas have a big red dot on his forehead?'"

Bloom only remembers a burst of white light and wondering if he had gone permanently blind. "Now, every time I see [Sala]," he says, with a haunted expression. "I see the white light."