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- Christopher Lee as Saruman the White: an Istari wizard waging war upon Rohan and devastating Fangorn Forest, who allied himself with Sauron in the previous film.
- Billy Boyd as Peregrin "Pippin" Took: a hobbit mistakenly captured by the Uruk-hai.
- Dominic Monaghan as Meriadoc "Merry" Brandybuck: a distant cousin of Frodo's who is mistakenly captured along with Pippin by the Uruk-hai.
- Orlando Bloom as Legolas: an elven archer and one of Aragorn's companions.
- Hugo Weaving as Elrond: the Elven-Lord of Rivendell who expresses doubt over his daughter's love for Aragorn.
- Miranda Otto as Éowyn: Théoden's niece, who is in love with Aragorn.
- David Wenham as Faramir: a prince of the Stewards of Gondor and captain of the Ithilien Rangers, who captures Frodo, Sam and Gollum.
- Brad Dourif as Gríma Wormtongue: an agent of Saruman at Edoras, who renders Théoden incapable of decisions, and desires Éowyn.
- Karl Urban as Éomer: Théoden's nephew and previous Chief Marshal of the Riddermark who was exiled by Gríma.
- Andy Serkis as Gollum/Sméagol: a wretched hobbit-like[11] creature who owned the Ring for five centuries and now guides Frodo on his quest; voice and motion capture.
- Craig Parker as Haldir of Lórien: the leader of the Lórien Elves sent by Elrond and Galadriel to defend Helm's Deep.
- John Leigh as Háma: the loyal doorwarden of the Golden Hall and a majordomo of Théoden.
- Bruce Hopkins as Gamling: Théoden's chief lieutenant and a skilled member of the Royal Guard of Rohan.
- John Bach as Madril: Faramir's closest aide, who informs him of battle preparations.