New lines and scenes appear on a lighter background, like this.

~The Lord of The Rings~

[A worm wriggles between Smeagol's fingers. He smiles, and begins to put it on a hook. The scene reveals Smeagol and Deagol fishing from a boat. Deagol's line dips.]

Deagol: Oh! Oh! Smeagol! I've got one!

Smeagol: Hahaha!

Deagol: I've got a big fish! Smeag! Smeagol!

[Deagol struggles to bring in the fish.]

Smeagol: Come on! Go on! Go on! Go on! Pull it in!

Deagol: Oh!

[The fish pulls Deagol in.]

Smeagol: Deagol!

[The fish drags Deagol under the water. He lets go of the fishing pole, then turns and sees something. He grabs the ring from the river mud.]

[Deagol splutters and cough as he climbs out of the river. He looks up, then down at his closed fist. He opens his hand and stares in awe at the ring in the handful of mud, then carefully nudges it.]

Smeagol: Deagol, [laughs] Deagol.

[He comes up behind Deagol and puts his hand on Deagol's shoulder. He sees the Ring.]

Smeagol: Give us that, Deagol, my love,

Deagol: Why?

Smeagol: Because it's my birthday and I wants it.

[They slowly begin to circle each other. Smeagol slaps at the Ring, smiling. They both grow more serious and begin to fight over it. As their fight grows more intense they groan and shout at each other. Deagol tries to choke Smeagol. Smeagol knocks him down and chokes him until he is still. Then Smeagol uncurls his hand and takes the Ring.]

The Ring: [whispering] ... durbatuluk, ash nagh gimbatul...

Smeagol: My precious.

[Smeagol crouches in a desolate place, crying. He begins to transform into the wretched Gollum.]

Gollum (v.o.): They cursed us. "Murderer", that's what they called us. They cursed us and drove us away. Gollum! Gollum! Gollum! [He hacks and clutches his throat.]

[He crouches in the rain and weeps.]

Gollum (v.o.): And we wept, precious. We wept to be so alone.

[Many voices mutter.]

Smeagol: ...and cool. So nice for feet... and we only wish to catch a fish, so juicy sweet!

[Gollum catches a fish and bites into it. He finds a cave in the mountainside and crawls inside.]

Gollum: And we forgot the taste of bread, the sound of trees, the softness of the wind. We even forgot our own name.

[Gollum opens his eyes. They've grown large in the dark.]

Gollum: My precious.

[Sam is sleeping. Frodo surreptitiously brings the Ring out and looks at it. When he hears a noise he quickly puts it away. Gollum looks down from the top of the cave.]

Gollum: Wake up, wake up! Wake up, sleepies! We must go, yes. We must go at once!

[He shakes Sam awake and runs off.]

Sam: Haven't you had any sleep, Mister Frodo?

[Frodo shakes his head.]

Sam: I've gone and had too much. It must be getting late.

Frodo: No, it isn't. It isn't midday yet. The days are growing darker.

[Mount Doom rumbles and the ground shakes.]

Gollum: Come on! Must go! No time!

[Sam rises and looks out from their rock shelter. He looks out onto a landscape of bare trees.]

Sam: Not before Mister Frodo's had something to eat.

Gollum: No time to lose, silly!

[Sam finds several lembas packets in his pack. He offers one to Frodo.]

Sam: Here.

[Frodo eagerly takes the lembas.]

Frodo: What about you?

Sam: Oh no, I'm not hungry. Leastways not for Lembas bread.

Frodo: Sam.

Sam: All right. We don't have that much left. We have to be careful or we're goin' to run out. You go ahead and eat that, Mister Frodo. I've rationed it.

[Frodo begins to eat.]

Sam: There should be enough.

Frodo: For what?

Sam: The journey home.

[The hobbits walk through the desolate woodland.]

Gollum: Come hobbitses. Very close now. Very close to Mordor. No safe places here. Hurry!

[Gandalf, Aragorn, Legolas, Gimli, Theoden and Eomer ride through a groaning forest. The ground beneath the trees is tumbled rock. They arrive at Isengard.]

~The Return of the King~

[Pippin is laughing.]

Merry: It's good. Definitely from the Shire. Longbottom Leaf. Eh?

Pippin: [nods] Ehhh!

[Pippin and Merry are sitting on the wall near the broken gate.]

Pippin: I feel like I'm back at the Green Dragon.

Merry: Mmm! Green Dragon.

Pippin: A mug of ale in my hand. Putting my feet up on a settle after a hard day's work.

Merry: Only, you've never done a hard day's work. (They laugh)

[A horse neighs. They spy the riders. Pippin begins to laugh loudly. Merry stands up on the wall. (He is a bit tipsy.)]

Merry: Welcome my lords, to Isengard.

[Merry waves in the general direction of Orthanc.]

Gimli: You young rascals! A merry hunt you've led us on, and now we find you feasting and, and smoking!

Pippin: We are sitting on a field of victory, enjoying a few well-earned comforts. The salted pork is particularly good.

Gimli: Salted pork?

Gandalf: [disgusted] Hobbits.

Merry: [tipsy] We're under orders from Treebeard who has taken over management of Isengard.

[The company now rides through the flooded ruin of Isengard to Orthanc. Merry rides with Eomer, Pippin with Aragorn.]

Treebeard: Hm, young Master Gandalf, I'm glad you've come. Wood and water, stock and stone I can master. But there is a wizard to manage here -- locked in his tower.

Aragorn: [quietly] Show yourself.

Gandalf: Be careful. Even in defeat, Saruman is dangerous.

Gimli: Well, let's just have his head and be done with it.

Gandalf: No! We need him alive. We need him to talk.

Saruman: You have fought many wars and slain many men, Theoden King, and made peace afterwards. Can we not take counsel together as we once did, my old friend? Can we not have peace, you and I?

Theoden: We shall have peace. We shall have peace when you answer for the burning of the Westfold, and the children that lie dead there! We shall have peace when the lives of the soldiers whose bodies were hewn even as they lay dead against the gates of the Hornburg are avenged! When you hang from a gibbet for the sport of your own crows we shall have peace.

[Saruman appears at the top of Orthanc.]

Saruman: Gibbets and crows? Dotard! What do you want, Gandalf Greyhame? Let me guess. They Key of Orthanc. Or perhaps the Keys of Barad-dur itself, along with the crowns of the seven kings and the rods of the Five Wizards!

Gandalf: Your treachery has already cost many lives. Thousands now are now at risk. But you could save them, Saruman. You were deep in the enemy's counsel.

Saruman: So you have come here for information. I have some for you. [He pulls the palantir from his robes and gazes into it.] Something festers in the heart of Middle-earth. Something that you have failed to see. But the Great Eye has seen it. Even now he presses his advantage. His attack will come soon. You're all going to die. But you know this, don't you, Gandalf? You cannot think that this Ranger will ever sit upon the throne of Gondor. This exile, crept from the shadows will never be crowned king. Gandalf does not hesitate to sacrifice those closest to him, those he professes to love. Tell me, what words of comfort did you give the Halfling, before you sent him to his doom? The path that you have set him on can only lead to death.

Gimli: I've heard enough! [to Legolas] Shoot him. Stick an arrow in his gob.

[Legolas reaches for an arrow.]

Gandalf: No. Come down, Saruman, and your life will be spared.

Saruman: Save your pity and your mercy. I have no use for it!

[Saruman flings a bolt of fire down onto Gandalf. The fire swirls around Gandalf and leaves him unharmed.]

Gandalf: Saruman, your staff is broken.

[Saruman's staff bursts into pieces. Wormtongue appears behind Saruman, looking worried.]

Theoden: Grima, you need not follow him. You were not always as you are now. You were once a Man of Rohan. Come down!

Saruman: Man of Rohan? What is the house of Rohan, but a thatched barn where brigands drink in the reek and their brats roll on the floor with the dogs? The victory at Helm's Deep does not belong to you, Theoden Horse-master. You are a lesser son of greater sires.

Theoden: Grima, come down! Be free of him.

Saruman: Free? He will never be free.

Grima: No.

Saruman: Get down, cur!

[Saruman hits Wormtongue in the face and knocks him down.]

Gandalf: Saruman! You were deep in the enemy's counsel. Tell us what you know.

[Wormtongue pulls out his knife.]

Saruman: You withdraw your guard, and I will tell you where your doom will be decided. I will not be held prisoner here.

[Wormtongue stabs Saruman in the back. Legolas shoots Wormtongue and he falls back. Saruman falls from the tower and onto one of his machines, a spiked wheel.]

Gandalf: Send word to all our allies, and to every corner of Middle-earth that still stands free. The enemy moves against us. We need to know where he will strike.

[The wheel turns, and the palantir falls from Saruman's sleeve into the water. The wheel continues to turn until Saruman is submerged.]

Treebeard: The filth of Saruman is washing away. Trees will come back to live here.

[Pippin sees the palantir in the water. He jumps down to investigate.]

Treebeard: Young trees, wild trees.

Aragorn: Pippin!

[Pippin picks up the palantir.]

Treebeard: Bless my bark!

Gandalf: Peregrin Took, I'll take that my lad.

[Pippin looks up.]

Gandalf: Quickly now.

[Pippin hands the palantir to Gandalf, who wraps it in a fold of his cloak. Pippin gives him a strange look.]

[The great hall is filled with the Rohirrim.]

[Eowyn brings Theoden a heavy goblet. All those sitting in the hall rise.]

[Theoden stands by his throne, flanked by Eowyn and Eomer.]

Theoden: Tonight we remember those who gave their blood to defend this country. Hail the victorious dead!

Crowd: Hail! [they drink]

[Aragorn pauses and then drinks.]

[The Rohirrim are sitting at tables in the great hall. They drink and talk loudly.]

Eomer: No pauses, no spills.

Gimli: And no regurgitation.

Legolas: So it's a drinking game?

Gimli: Last one standing wins. [He laughs and drinks]

Rohan Men: What'll we drink to? Let's drink to victory! To victory! [cheering]

[Legolas sips. Gimli slurps down a mug.]

[Eowyn approaches Aragorn with a goblet.]

Eowyn: Westu Aragorn hál! [Be thou Aragorn well.]

[Aragorn takes the goblet from her and drinks. He walks away. Theoden approaches Eowyn.]

Theoden: I am happy for you. He is an honorable man.

Eowyn: You are both honorable men, Father.

Theoden: It was not Theoden of Rohan who led our people to victory.

[Eowyn looks at him solemnly.]

Theoden: Ah, don't listen to me. You are young, and tonight is for you.

[Gimli chugs another mug of ale. Legolas turns a mug up, sets it down empty among a dozen others. Eomer gives both of them another. Gimli passes gas and laughs.]

Gimli: Here, here. Raugh! It's the Dwarves that go swimming with little, hairy women.

[Legolas continues to drink. Gimli belches and drinks.]

Legolas: I feel something. A slight tingle in my fingers. [he looks worried] I think it's affecting me.

Gimli: [laughs] What did I say? He can't hold his liquor. [Gimli's eyes cross and he falls on the floor.]

Legolas: Game over.

[Merry and Pippin dance on a table and sing. As they sing Merry knocks one man's drink over and he yells at them.]

Merry and Pippin (singing):

Oh, you can search far and wide
You can drink the whole world dry
But you'll never find a beer so brown*
As the one they drink in my hometown*
You can keep your fancy ales
You can drink them by the flagon
But the only brew for the brave and true...

[Pippin pauses and looks at Gandalf.]

Merry: Pippin!

[Pippin joins the song again.]

But the only brew for the brave and true
Comes from the green dragon!

[*These two lines are sung as a round.]

[Their audience cheers.]

Merry (v.o): Thank you! I win!

Aragorn: No news of Frodo.

Gandalf: No word. Nothing.

Aragorn: We have time. Every day Frodo moves closer to Mordor.

Gandalf: Do we know that?

Aragorn: What does your heart tell you?

[Gandalf pauses.]

Gandalf: That Frodo is alive. [He considers.] Yes. Yes, he's alive.

[Ithilien: The hobbits and Gollum are sleeping.]

Smeagol: [talking in his sleep]

Too risky, too risky. Thieves! They stole it from us. Kill them, kill them. Kill them both. Oh! [He startles awake]

Gollum: Shh! Quiet! Mustn't wake them. Mustn't ruin it now.

[Smeagol creeps down to the water.]

Smeagol: But they knows, they knows. They suspects us!

[Gollum appears as a reflection in the pool.]

Gollum: What's it saying, my precious, my love? Smeagol losing his nerve?

Smeagol: No, not. Never! Smeagol hates nasty hobbitses. Smeagol wants to see them... dead.

Gollum: And we will. Smeagol did it once, He can do it again.

[Flash to Smeagol throttling Deagol.]

Smeagol: It's ours, ours! We must get the precious, we must get it back.

Gollum: Patience, patience, my love. First we must lead them to her.

Smeagol: We'll lead them to the Winding Stair.

Gollum: Yes to the stairs and then?

Smeagol: Up, up, up, up the stairs we go, until we come to... the tunnel.

Gollum: And when they go in, there's no coming out. She's always hungry. She always needs to feed. She must eat. All she gets is filthy orcses.

Smeagol: And them doesn't taste very nice, does they precious?

Gollum: No, not very nice at all, my love. She hungers for sweeter meat. Hobbit meat. When she throws away the bones and empty clothes, then we will find it.

Smeagol: And take it for MEEE!

Gollum: For us.

Smeagol: Yes, yes, we meant for us. Gollum! Gollum! The precious will be ours, once the hobbitses are DEAD!

[Gollum throws a stone in the water. When the ripples clear, he sees that Sam has come up behind him.]

Sam: Treacherous little toad!

[Sam hits Gollum in the head with a pan.]

Gollum: Ahh! No! Master!

Frodo: No Sam! Leave him alone!

[Frodo pulls Sam away.]

Sam: I heard it from his own mouth. He means to murder us!

Gollum: Never! Smeagol wouldn't hurt a fly!

[Gollum touches his head and finds that Sam has broken the skin.]

Gollum: Ah! He's a horrid, fat hobbit who hates Smeagol, and who makes up nasty lies.

Sam: You miserable little maggot! I'll stove your head in.

[Sam menaces Gollum with the pan.]

Frodo: Sam!

Sam: Call me a liar? You're a liar!

Gollum: Ahh!

Frodo: Sam! [He stops Sam] You scare him off, we're lost!

Sam: I don't care! I can't do it Mister Frodo. I won't wait around for him to kill us.

Frodo: I'm not sending him away.

Sam: You don't see it do you? He's a villain!

Frodo: We can't do this by ourselves, Sam, not without a guide. I need you on my side.

Sam: I'm on your side, Mister Frodo.

Frodo: I know, Sam. I know. Trust me. Come Smeagol.

[Smeagol goes with Frodo and gives Sam an evil grin.]

[Nighttime at Edoras: Gimli snores. Aragorn leaves the sleeping chamber. Pippin tries to sleep but is restless. Aragorn enters the great hall where Eowyn is sleeping on a settle. He stirs the fire, then pulls her robe over her feet and shoulder.]

Eowyn: What time is it?

Aragorn: Not yet dawn.

[Eowyn catches his hand.]

Eowyn: I dreamed I saw a great wave climbing over green lands and above the hills. I stood upon the brink. It was utterly dark in the abyss before my feet. A light shone behind me, but I could not turn. I could only stand there, waiting.

Aragorn: Night changes many thoughts. Sleep, Eowyn. Sleep... while you can.

[Aragorn walks out onto the porch. Legolas is there watching.]

Legolas: The stars are veiled. Something stirs in the East. A sleepless malice. The eye of the enemy is moving.

[Inside, Merry and Pippin are lying on pallets. Pippin gets up.]

Merry: What are you doing?

[Pippin walks toward Gandalf's pallet.]

Merry: [whispers] Pippin!

[Pippin approaches Gandalf. He's startled to see Gandalf's eyes open. Gandalf holds the palantir wrapped in a cloth.]

Merry: Pippin!

[Pippin waves his hand in front of Gandalf's face. Gandalf doesn't stir. Pippin looks around and finds a jar. Gandalf mutters in his sleep.]

Merry: Pippin!

[Pippin takes the palantir and gives Gandalf the jar to hold.]

Merry: Are you mad?

Pippin: I just want to look at it. Just one more time.

[Pippin places the palantir on the floor and unwraps it.]

Merry: Put it back!

[Pippin smiles as lights begin to swim in the palantir.]

Merry: Pippin!

[The Eye appears in the palantir.]

Merry: No. Pippin!

[Sauron laughs loudly.]

Legolas: He is here.

Sauron: I see you!

[The palantir turns fiery. Pippin struggles with it.]

Merry: Pippin!

[Sauron continues laughing. Pippin struggles, unable to release the palantir.]

Merry: Pippin!

Merry: Help! Gandalf, help!

[Aragorn and Legolas rush in.]

Merry: Someone help him!

[Aragorn grabs the palantir from Pippin. He struggles with it as Legolas grabs his shoulders.]

Aragorn: Augh!

[Aragorn almost faints, and the palantir rolls away. Merry jumps aside as Gandalf rushes to cover it with a blanket. Merry rushes over to Pippin.]

Merry: Pippin!

[Gandalf pushes Merry away and kneels by Pippin.]

Gandalf: Fool of a Took!

[Pippin lies still with his eyes open, unaware of anything. Gandalf touches his face and mutters. Pippin startles awake and cries.]

Gandalf: Look at me.

Pippin: Gandalf. Forgive me!

Gandalf: Look at me. What did you see?

Pippin: Ah... a tree. There was a white tree, in a courtyard of stone. It was dead!

[Flash of the courtyard of Minas Tirith on fire.]

Pippin: The city was burning.

Gandalf: Minas Tirith. Is that what you saw?

Pippin: I saw... [crying] I saw him! I could hear his voice in my head.

Gandalf: What did you tell him? Speak!

Pippin: He asked me my name. I didn't answer. He hurt me.

Gandalf: What did you tell him about Frodo and the Ring?

[Pippin looks confused.]

[Gandalf, Legolas, Gimli, Theoden and Eomer stand in the great hall, by the fireplace. Pippin slumps on a stool at a distance from them. Merry stands beside him.

Gandalf: There was no lie in Pippin's eyes. A fool, but an honest fool he remains. He told Sauron nothing of Frodo and the Ring. We've been strangely fortunate. Pippin saw in the palantir a glimpse of the enemy's plan. Sauron moves to strike the city of Minas Tirith. His defeat at Helm's Deep showed our enemy one thing. He knows the heir of Elendil has come forth. Men are not as weak as he supposed. There is courage still -- strength enough, perhaps to challenge him. Sauron fears this. He will not risk the peoples of middle earth uniting under one banner. He will raze Minas Tirith to the ground before he sees a king return to the throne of Men. If the beacons of Rohan are lit, Rohan must be ready for war

Theoden: Tell me, why should we ride to the aid of those who did not come to ours? What do we owe Gondor?

Aragorn: I will go.

Gandalf: No.

Aragorn: They must be warned.

Gandalf: They will be.

Gandalf: [quietly to Aragorn] You must come to Minas Tirith by another road. Follow the River. Look to the black ships.

Gandalf: [aloud] Understand this, Things are now in motion that cannot be undone. I ride for Minas Tirith. And I won't be going alone.

[Gandalf walks to the stables. Merry and Pippin trail behind him.]

Gandalf: Of all the inquisitive hobbits, Peregrin Took. You are the worst! Hurry, Hurry!

Pippin: Where are we going?

Merry: Why did you look? Why do always have to look?

Pippin: I don't know. I can't help it!

Merry: You never can.

Pippin: I'm sorry, all right? I won't do it again.

Merry: Don't you understand? The enemy thinks you have the Ring. They're going to be looking for you, Pip. They have to get you out of here.

Pippin: And you -- you're coming with me?

[Merry turns and walks to the stables, his shoulders hunched.]

Pippin: Merry?

Merry: Come on!

[Gandalf puts Pippin up on Shadowfax.]

Pippin: How far is Minas Tirith?

Gandalf: Three day's ride, as the Nazgul flies. And we'd better hope we don't have one of those on our tail.

[Gandalf mounts Shadowfax.]

Merry: Here, something for the road.

[He hands Pippin a packet.]

Pippin: [sadly] The last of the Longbottom.

Merry: I know you've run out. You smoke too much, Pip.

Pippin: We'll see each other soon... won't we?

Merry: [scared] I don't know. I don't know what's going to happen.

Pippin: Merry?

Gandalf: Run Shadowfax. Show us the meaning of haste.

Pippin: Merry!

[They ride out of the stables. Merry runs up the steps to the watchtower on the fence.]

Aragorn: Merry!

[Aragorn follows him. They look out to see Shadowfax running through the stream and away across the plain.]

Merry: He's always followed me, everywhere I went, since before we were tweens. I would get him into the worst sort of trouble, but I was always there to get him out. Now he's gone. Just like Frodo and Sam.

Aragorn: One thing I have learned about hobbits: They're a most hardy folk.

Merry: Foolhardy, maybe. He's a Took.

[Elves travel serenely along a path through the woodlands. Some walk, others ride.]

Elrond (v.o.): Take her by the safest road. A ship lies at anchor in the Grey Havens. It waits to take her across the sea. The last journey of Arwen Undómiel.

[Arwen rides with them. She sees a vision of a child running. The child runs into a room made of stone. Aragorn is there. He sweeps him up, laughing. The child looks over Aragorn's shoulder at Arwen. He wears the Evenstar pendant. He continues watching Arwen solemnly until she closes her eyes and begins to cry.]

[Flashback to Elrond]

Elrond (v.o.): There is nothing for you here. Only death.

[Arwen opens her eyes, but she sees only the woods.]

Elf: Lady Arwen, we cannot delay.

[Arwen turns her horse and returns up the path.]

Elf: My Lady!

[Arwen rides back to Rivendell. She sheds her cloak and runs up the steps to her Father.]

Arwen: Tell me what you have seen.

Elrond: Arwen.

Arwen: You have the gift of foresight. What did you see?

Elrond: I looked into your future and I saw death.

Arwen: But there is also life. You saw that there was a child. You saw my son

Elrond: That future is almost gone.

Arwen: But it is not lost.

Elrond: Nothing is certain

Arwen: Some things are certain. If I leave him how, I will regret it forever. It is time.

[Arwen approaches the shards of Narsil, wearing a dark cloak.]

Arwen (v.o.): From the ashes a fire shall be woken. A light from the shadow shall spring. Renewed shall be blade that was broken.

[A brief Flash of Isildur cutting the Ring from Sauron's hand.]

Arwen (v.o.): The crownless again shall be king.

[Time has passed. Arwen stands in her room speaking with Elrond.]

Arwen: Reforge the sword. Ada.

[Elrond turns and leaves her. Arwen sits on a bed, looking dismayed. A book falls from her hands. Elrond returns to pick it up and takes her hands in his.]

Elrond: Your hands are cold. The life of the Eldar is leaving you.

Arwen: This was my choice. Ada, Whether by your will or not, there is no ship now that can bear me hence.

[Elrond is grieved. He watches as elvish smiths reforge Narsil. ]

[Gandalf and Pippin ride Shadowfax. He gallops past mountains and through woodland. Pippin sleeps through part of the journey.]

Gandalf: We've just passed into the realm of Gondor.

[They reach the top of a hill and see a full view of the city.]

Gandalf: Minas Tirith, city of Kings.

[They gallop up through the levels of the city, scattering pedestrians.]

Gandalf: Make way!

[They arrive at the Citadel courtyard. Guards approach to take Shadowfax. Gandalf and Pippin proceed on foot. Pippin sees the White tree.]

Pippin: It's the tree. Gandalf! Gandalf!

Gandalf: Yes, the white tree of Gondor. The tree of the king. Lord Denethor, however, is not king. He is a steward only; a caretaker of the throne.

[They arrive at the steps of the citadel.]

Now listen carefully. Lord Denethor is Boromir's father. To give him news of his beloved son's death would be most unwise. And do not mention Frodo, or the Ring. And say nothing of Aragorn, either. In fact, it's better if you don't speak at all, Peregrin Took.

[Pippin nods.]

[The doors open, and they enter the citadel.]

Gandalf: Hail Denethor, son of Ecthelion, Lord and Steward of Gondor. I come with tidings in this dark hour, and with counsel.

[Denethor sits in a black chair at the foot of steps that lead to a white throne. He holds the pieces of Boromir's horn.]

Denethor: Perhaps you come to explain this. Perhaps you come to tell me why my son is dead.

[Pippin stares. There is a brief flashback of Boromir being struck with arrows. He steps around Gandalf toward the Steward.]

Pippin: Boromir died to save us, my kinsman and me. He fell defending us from many foes.

Gandalf: Pippin!

[Pippin falls to one knee.]

Pippin: I offer you my service, such as it is, in payment of this debt.

Denethor: This is my first command to you. How did you escape and my son did not, so mighty a man as he was?

Pippin: The mightiest man may be slain by one arrow, and Boromir was pierced by many.

[Denethor winces.]

[Annoyed, Gandalf smacks Pippin with his staff.]

Gandalf: Get up.

Gandalf: My Lord, there will be a time to grieve for Boromir, but it is not now. War is coming. The enemy is on your doorstep. As steward, you are charged with the defense of this city. Where are Gondor's armies? You still have friends. You are not alone in this fight. Send to word to Theoden of Rohan. Light the beacons.

Denethor: You think you are wise, Mithrandir, yet for all your subtleties you have not wisdom. Do you think the eyes of the white tower are blind? I have seen more than you know. With your left hand you would use me as a shield against Mordor. And with the right you'd seek to supplant me. I know who rides with Theoden of Rohan. Oh yes, the word has reached my ears of this Aragorn son of Arathorn And I tell you now, I will not bow to this Ranger from the North. Last of a ragged house, long bereft of lordship

Gandalf: Authority is not given you to deny the return of the king, Steward.

[Denethor rises.]

Denethor: The rule of Gondor is mine! And no other's!

Gandalf: [To Pippin] Come!

Gandalf: All has turned to vain ambition. He would even use his grief as a cloak.

[They exit the citadel.]

Gandalf: A thousand years this city has stood. Now, at the whim of a madman, it will fall. And the White Tree, the tree of the king, will never bloom again.

Pippin: Why are they still guarding it?

Gandalf: They guard it because they have hope. A faint and fading hope that one day it will flower. That a king will come and this city will be as it once was, before it fell into decay. The old wisdom borne out of the West was forsaken. Kings made tombs more splendid than the houses of the living, and counted the old names of their descent, dearer than the names of their sons. Childless lords sat in aged halls, musing on heraldry, or in high, cold towers, asking questions of the stars. And so the people of Gondor fell into ruin. The line of kings failed. The White Tree withered. The rule of Gondor was given over to lesser men.

[They look out over the parapet toward Mordor.]

Pippin: Mordor.

Gandalf: Yes, there it lies. This city has dwelt ever in the sight of its shadow.

Pippin: A storm is coming.

Gandalf: This is not the weather of the world. This is a device of Sauron's making A broil of fume he sends ahead of his host. The Orcs of Mordor have no love of daylight, so he covers the face of the sun to ease their passage along the road to war. When the Shadow of Mordor reaches the city, it will begin.

Pippin: Well, Minas Tirith. Very impressive. So where are we off to next?

Gandalf: Oh, it's too late for that, Peregrin. There's no leaving this city. Help must come to us.

[Gollum, Sam and Frodo are walking through a forest.]

Sam: It must be getting near teatime. Leastways, it would be in decent places where there is still teatime.

Gollum: We're not in decent places.

[Frodo pauses. Sam turns back to him.]

Sam: Mister Frodo? What is it?

Frodo: It's just a feeling. I don't think I'll be coming back.

Sam: Yes you will, of course you will. That's just morbid thinking. We're goin there and back again, just like Mister Bilbo, you'll see.

[They approach a large statue of a king. It has been vandalized by Orcs. Its head has been replaced by a great metal-plated stone.]

Frodo: I think these lands were once part of the kingdom of Gondor. Long ago, when there was a king.

[The sun peeks through the clowds. They see the statue's original head lying by a tree. As the sun strikes it they see that a vine has grown around its crown. The vine has many small white flowers.]

Sam: Mister Frodo, look. The king has got a crown again.

[The clouds cover the sun again.]

Gollum: Come on, Hobbits! Mustn't stop now. This way.

[Gandalf and Pippin are in their quarters in Minas Tirith. Pippin looks at his uniform, armor and sword.]

Pippin: So, I imagine this is just a ceremonial position. I mean, they don't actually expect me to do any fighting. Do they?

Gandalf: [derisively] You're in the service of the Steward now! You're going to have to do as your told, Peregrin Took.

[Gandalf smokes and coughs. Pippin pours a cup of water.]

Gandalf: Ridiculous Hobbit. [coughs] Guard of the Citadel.

[Pippin brings the cup to Gandalf on the balcony.]

Gandalf: Thank you.

Pippin: There's no more stars. Is it time?

Gandalf: Yes.

Pippin: It's so quiet.

Gandalf: It's the deep breath before the plunge.

Pippin: I don't want to be in a battle, but waiting at the edge of one I can't escape is even worse. Is there any hope, Gandalf, for Frodo and Sam?

Gandalf: There never was much hope. Just a fool's hope. Our enemy is ready, His full strength's gathered. Not only orcs...

[Flash to the Mumakil]

Gandalf (v.o.): ... but men as well. Legions of Haradrim from the south.

[Flash to the Corsairs sailing upriver.]

Gandalf (v.o.): Mercenaries from the coast. All will answer Mordor's call.

Pete The Pirate: Come on!

Gandalf: This will be the end of Gondor as we know it. Here the hammer-stroke will fall hardest. If the river is taken; if the garrison at Osgiliath falls, the last defense of this city will be gone.

Pippin: But we have the White Wizard. That's got to count for something. Gandalf?

Gandalf: Sauron has yet to reveal his deadliest servant. The one who will lead Mordor's armies in war.

[Flash to the Witch King pulling on his gauntlets. Orcs lower his helm onto his hooded head.]

Gandalf (v.o.): The one they say no living man can kill. The Witch King of Angmar.

Gandalf: You've met him before. He stabbed Frodo at Weathertop.

[Brief Flash of The Witch King at Weathertop.]

Gandalf: He is the lord of the Nazgul, the greatest of the Nine. Minas Morgul is his lair.

[Frodo, Sam and Gollum pull themselves up over the edge of the causeway and see Minas Morgul. It glows green in the darkness.]

Gollum: The dead city. Very nasty place. Full of... enemies.

[Gollum approaches the City, followed by Frodo and Sam.]

Gollum: Quick, quick, they will see! They will see!

[Gollum leads them to the cliff-face on the North side of the Morgul vale.]

Gollum: Come away! Come away! Look! We have found it. The way into Mordor. The secret stair. Climb.

[They look up to see an impossibly steep stair carved into the cliff face. Frodo turns back to the city. He stumbles toward it, past a pair of gargoyles (the Silent Watchers) and down the causeway toward the city.]

Sam: No! Mister Frodo!

Gollum: Not that way!

[Sam and Gollum scramble to catch Frodo.]

Gollum: What's it doing?

Sam: No!

[Sam and Gollum begin to pull him back toward the stair.]

Frodo: They're calling me.

Gollum: No!

[Just as they reach the stairs, a great flare goes up from Minas Morgul.]

[Flash to Gandalf and Pippin and then to a group of Gondorian soldiers surprised by the flare.]

Gollum: Hide! Hide!

[Gollum and the hobbits hide on the stair.]

[The Witch King on his fell beast flies up and perches above the city gate. The Witch King gives a long, piercing shriek. Frodo groans.]

Frodo: I can feel his blade!

[The fell beast bellows and the gates open. The orc army marches out.]

Gandalf: We come to it at last. The great battle of our time.

[In Minas Morgul the army marches over the causeway and past the hobbits. The stair hides the hobbits from their view. As they army marches, the Witch King shrieks and flies over the causeway toward the mouth of the vale.]

Gollum: Come away hobbits. We climb, we must climb!

Gandalf: The board is set. The pieces are moving.

Gollum: Up, up, up the stairs we go. And then it's into the tunnel.

Sam: Hey, what's in this tunnel? [He grabs Gollum.] You listen to me and you listen good and proper. Anything happens to him, you have me to answer to. One stiff something's not right, one hair stands up on the back of my head, it's over. No more slinker. No more stinker. You're gone. Got it? [Gollum grins at him] I'm watching you. [Sam continues climbing.]

Frodo: What was that about?

Sam: Nothing, just clearing something up.

[The hobbits continue climbing. Gollum grins up at Sam and follows.]

[Daytime on the streets of Minas Tirith. Gandalf is walking quickly, followed by Pippin.]

Gandalf: Peregrin Took my lad, there is a task now to be done. Another opportunity for one of the Shire-folk to prove their great worth.

[He looks up. Minas Tirith's beacon sits on a peak high above the city. Pippin looks up.]

Gandalf: You must not fail me.

[Pippin nods. ]

[Guards walk by the water in the ruins of Osgiliath. It is still dark and misty.]

Faramir's men are eating and sharpening their swords. Faramir walks through the ruined halls.]

Madril: It's been very quiet across the river. The orcs are lying low. The garrison may have moved out. We've sent scouts to Cair Andros. If the orcs attack from the north, we'll have some warning.

[Many boats bearing orcs move toward Osgiliath. One of the orcs splashes as he paddles.]

Gothmog: Quiet.

Soldier: We need 10 more.

[In Osgiliath, one of Faramir's men sees the boats approaching.]

Gothmog: Kill him!

[An orc kills the sentry. He falls down the steps with a clatter. Faramir and Madril rush over to see what has happened. They see that he's been kilkilled by an orc arrow.]

Faramir: They're not coming from the north. [He runs toward the river.]

Faramir: To the river, quick, quick!

[A Gondorian ranger hands out spears.]

Ranger: Go. Go. Come on!

[Faramir's men move toward the river. They hide behind the ruined walls.]

Gothmog: Faster!

[More of Faramir's men arrive.]

Gothmog: Draw swords!

[The boats come ashore. Orcs begin to disembark. Faramir and his men let some of them pass. Then Faramir jumps out of his hiding place and begins slashing at them. His men follow his lead. Men and orcs fight fiercely.]

Gondorian Soldier: Hold! Hold!

[Fighting continues. The orcs throw planking across Osgiliath's broken bridge and rush across.]

[In Minas Tirith, Pippin climbs to the top of the beacon, avoiding the notice of the soldiers who guard it. He reaches for the lamp hanging over it, but a rope snaps and a large bowl of oil hanging beneath the lamp spills. Pippin reaches the lamp and tosses it onto the beacon. The wood of the beacon catches quickly. Pippin realizes that the part of the beacon he's standing on will soon catch, and quickly begins to climb down. The soldiers notice the fire and are upset.]

[Gandalf watches as the signal is picked up and the beacon on the next hill goes up in flame.]

Gandalf: Amon Din.

Gondorian Soldier: The beacon! The beacon of Amon Dîn is lit!

[Denethor looks out of a window and grimaces.]

Gandalf: Hope is kindled.

[The beacons on the high peaks are lit, one after another: Amon Din, Eilenach, Nardol, Erelas, Minrimmon, Calenhad and Halifirien.]

[Aragorn sits at Edoras eating from a bowl. He sees the last beacon flare. He jumps to his feet and runs to Meduseld, taking the steps two at a time. He runs into the hall.]

Aragorn: The beacons of Minas Tirith! The beacons are lit! Gondor calls for aid.

[Theoden is standing at a table, speaking with Eomer, Gamling and others. He looks at Aragorn and pauses. Eowyn comes to stand by Eomer.]

Theoden: [pauses] And Rohan will answer. Muster the Rohirrim!

[A Rohan soldier rings a bell in a tower. Theoden comes out of Meduseld with Eomer.]

Theoden: Assemble the army at Dunharrow, as many men as can be found. You have two days.

[Eomer nods and turns. Theoden stops him.]

Theoden: On the third, we ride for Gondor... and war.

[Eomer nods and turns away.]

Eomer: Forward!

Soldier: Very good, sir!

Theoden: Gamling.

Gamling: My Lord.

Theoden: Make haste across the Riddermark. Summon every able-bodied man to Dunharrow.

Gamling: I will.

[Gamling nods and leaves. Theoden watches as many Riders stream out down the hill.]

[Aragorn readies Brego. Eowyn readies her horse.]

Aragorn: You ride with us?

Eowyn: Just to the encampment. It is tradition for the women of the court to farewell the men

[Aragorn uncovers her sword hidden under a blanket. She moves his hand away and covers it again.]

Eowyn: The men have found their captain. They will follow you to battle, even to death. You have given us hope.

[Merry approaches Theoden, holding his sword.]

Merry: Excuse me. I have a sword. Please accept it. [Merry kneels.] I offer you my service, Theoden King.

[Theoden raises him up.]

Theoden: And gladly I accept it. You shall be Meriadoc, esquire of Rohan.

[Merry grins and runs off.]

Gimli: Horsemen, hmph! I wish I could muster a legion of Dwarves, fully armed and filthy.

Legolas: Your kinsmen may have no need to ride to war. I fear war already marches on their own lands.

[Merry kicks his pony, who ignores him.]

[Theoden stands alone.]

Theoden (v.o.): And so, it is before the walls of Minas Tirith that the doom of our time will be decided.

Eomer: Now is the hour, Riders of Rohan! Oaths you have taken! Now fulfill them all. To Lord and Land. Ha!

[The Rohirrim ride to Dunharrow. Merry rides along on the pony Stybba.]

[Faramir and company fight. Many of his men are killed. Faramir runs through an archway, pursued by orcs.]

Madril: Faramir!

[Faramir jumps aside. Madril's men shoot several orcs behind him.]

Madril: We can't hold them. The City is lost.

Faramir: Tell the men to break cover. We ride to Minas Tirith.

Soldier: Nazgul! Take cover! Nazgul!

Faramir: Fall back! Fall back to Minas Tirith!

[Soldiers begin to retreat. A quick stroke by an orc fells Madril.]

Faramir: Fall back! Retreat! Retreat!

[Men on horses begin to stream out of the city. The Nazgul shriek.]

Soldier: Run for your lives!

[Madril lies on his back, alive. Gothmog and other orcs stand over him. Gothmog takes a spear from another orc and stabs Madril. Madril gasps.]

Gothmog: The age of Men is over. The time of the orc has come.

[Faramir's men gallop out of Osgiliath. They are pursued by the Nazgul. The fell beasts swoop in and knock riders off their horses. ]

Soldiers: Take cover! It's the Nazgul! Take cover my lord! It's coming! [shouting]

[Gandalf and Pippin ride out to meet the retreating men.]

Soldiers: [From the walls of Minas Tirith] It's Mithrandir! It's the White Rider!

[The Nazgul's beasts grab riders and horses in their claws, then let them fall. They fly at the riders and bowl them over. As Gandalf rides toward them his staff grows bright. The Nazgul break off their attack, wheeling and flying back toward Mordor. Gandalf turns Shadowfax and meet the men riding back to the city.]

Gate Guard: Pull!

[The gates of Minas Tirith open. Faramir's men and Gandalf stream in.]

Faramir: Mithrandir! They broke through our defences. They've taken the bridge and the west bank. Battalions of orcs are crossing the River

Irolas: It is as Lord Denethor predicted! Long has he foreseen this doom!

Gandalf: Foreseen and done nothing!

[Gandalf turns, and Faramir sees Pippin. He stares until Pippin turns his head, embarrassed.]

Gandalf: Faramir? This is not the first halfling to have crossed your path?

Faramir: No.

[Pippin looks up, excited.]

Pippin: You've seen Frodo and Sam?

Gandalf: Where? When?

Faramir: In Ithilien, not two days ago. Gandalf, they've taken the road to the Morgul Vale

Gandalf: And then the Pass of Cirith Ungol.

Pippin: What does that mean? What's wrong?

Gandalf: Faramir, tell me everything.

Gandalf: Tell me all you know.

[In the citadel Faramir confronts Denethor.]

Denethor: This is how you would serve your city? You would risk its utter ruin?

Faramir: I did what I judged to be right.

Denethor: What you judged to be right? You sent the Ring of Power into Mordor in the hands of a witless halfling. It should have been brought back to the Citadel to be kept safe. Hidden. Dark and deep in the vaults, not to be used. Unless at the uttermost end of need.

Faramir: I would not use the Ring. Not if Minas Tirith were falling in ruin and I alone could save her.

Denethor: Ever you desire to appear lordly and gracious as a king of old. Boromir would have remembered his father's need. He would have brought me a kingly gift.

Faramir: Boromir would not have brought the ring. He would have stretched out his hand to this thing and taken it. He would've fallen.

Denethor: You know nothing of this matter!

Faramir: He would have kept it for his own! And when he returned, you would not have known your son.

Denethor: [enraged] Boromir was loyal to me! Not some wizard's pupil!

[Denethor cries and falls. Faramir approaches him.]

Faramir: Father?

[Denethor looks over Faramir's shoulder and smiles]

Denethor: My son! [An image of Boromir appears behind Faramir, he smiles and then the image fades. Denethor is left looking at Faramir.] Leave me!

[Faramir leaves.]

[Gollum leads Frodo and Sam up the stair. Frodo's struggles. Gollum reaches a landing and looks back toward Frodo.]

Gollum: Careful Master, careful! Very far to fall! Very dangerous are the stairs. Come Master! Come. Come to Smeagol.

[Gollum sees the Ring and begins to reach for it.]

Sam: Mister Frodo! [He draws his sword.] Get back you! Don't touch him!

[Gollum reaches toward the Ring, then grabs Frodo's arm and pulls him up.]

Gollum: Why does he hate poor Smeagol? What has Smeagol ever done to him? Master... Master carries a heavy burden. Smeagol knows. Heavy, heavy burden. The fat one cannot know. Smeagol look after Master. He wants it, he needs it. Smeagol sees it in his eye. And soon, he will ask you for it. You will see. The fat one will take it from you.

[Frodo looks frightened and clutches the Ring.]

[In Osgiliath, the Witch King's beast sits upon a tower.]

Witch King: Send forth all legions. Do not stop the attack until the city is taken. Slay them all.

Gothmog: What of the wizard?

Witch King: I will break him.

[On the wall at Minas Tirith, Gandalf stands among a group of soldiers.]

Gondorians: What of Theoden's Riders? Will Rohan's army come? Mithrandir?

Gandalf: Courage is the best defense that you have now.

[Pippin sits on a bench in the citadel.]

Pippin: What were you thinking, Peregrin Took? What service can a Hobbit offer such a great lord of Men?

Faramir: It was well-done. A generous deed should not be checked with cold counsel. You are to join the tower guard.

Pippin: I didn't think they would find any livery that would fit me.

Faramir: Once belonged to a young boy of the city. A very foolish one, who wasted many hours slaying dragons instead of attending to his studies.

Pippin: This was yours?

Faramir: Yes, it was mine. My father had it made for me.

Pippin: Well, I'm taller than you were then. Though, I'm not likely to grow anymore, except sideways.

[They laugh]

Faramir: Never fitted me either. Boromir was always the soldier. They were so alike, he and my father. Proud, stubborn even. But strong.

Pippin: I think you have strength of a different kind. And one day your father will see it.

[Pippin kneels before Denethor in the citadel. Faramir waits.]

Pippin: Here do I swear fealty and service to Gondor. In peace or war, in living or dying, from... [he stumbles]

From this hour henceforth, until my lord release me, or death take me.

[Denethor rises, smiling, and approaches Pippin.]

Denethor: And I shall not forget it, nor fail to reward that which is given.

[Denethor holds his ring to be kissed. Pippin kisses it reluctantly.]

Denethor: Fealty with love, valor with honor, [He looks at Faramir] disloyalty with vengeance.

[Denethor sits to eat.]

Denethor: I do not think we should so lightly abandon the outer defenses, defenses that your brother long held intact.

Faramir: What would you have me do?

Denethor: I will not yield the river and Pelennor unfought. Osgiliath must be retaken

Faramir: My lord, Osgiliath is overrun.

Denethor: Much must be risked in war. Is there a captain here who still has the courage to do his lord's will?

Faramir: You wish now that our places had been exchanged. That I had died and Boromir had lived.

Denethor: Yes, I wish that.

Faramir: Since you are robbed of Boromir, I will do what I can in his stead.

[He walks away, then turns.]

If I should return, think better of me, father.

[He walks away.]

Denethor: That will depend on the manner of your return.

[The hobbits and Gollum are, perched on rocks just off the stair. Frodo is sleeping. Sam struggles to stay awake but fails. When his eyes close, Gollum's open. Gollum sneaks down and takes the lembas from Sam's pack.]

Gollum: Ugh.

[Gollum crumbles some of the lembas and lets it fall onto Sam. He throws the rest off the cliff face. Sam awakes just as he's dusting crumbs off his hands.]

Sam: What are you up to? Sneaking off, are we?

Gollum: S-sneaking? Sneaking! Fat hobbit is always so polite Smeagol shows them secret ways that nobody else could find, and they say sneak. Sneak? Very nice friend, oh yes my precious, very nice!

[Sam puts on his sword belt.]

Sam: Alright! Alright! You just startled me is all. What were you doing?

Gollum: Sneaking.

Sam. Fine. Have it your own way.

[Sam wakes Frodo]

Sam: Sorry to wake you Mister Frodo. We have to be moving on.

Frodo: It's dark still.

Sam: It's always dark here.

[Sam checks his pack.]

Sam: It's gone! The elven bread!

Frodo: What? That's all we had left.

Sam: [points at Gollum] He took it, he must have.

Gollum: Smeagol? No, no, not poor Smeagol. Smeagol hates nasty Elf bread.

Sam: You're a lying rat! What did you do with it?

Frodo: He doesn't eat it, he can't have taken it.

[Gollum reaches toward Sam.]

Gollum: Look. What's this? Crumbs on his jacketses. [He brushes them off.] He took it! He took it! I've seen him. He's always stuffing his face when Master is not looking.

Sam: That's a filthy lie!

[Sam attacks Gollum and begins punching him.]

Sam: You stinking, two-faced sneak!

Frodo: Sam!

Sam: Call me-

Gollum: Ow!

Frodo: Stop it! Sam! [He pulls Sam away.]

Sam: I'll kill him!

Frodo: Sam, no!

[Frodo sits.]

Sam: Oh my-- I'm sorry! I didn't mean it to go so far. I was just so... so angry. Here, just... let's just rest a bit.

Frodo: I'm all right.

Sam: No, you're not all right. You're exhausted. It's that Gollum, this place. It's that... thing around your neck.

[Frodo looks at him suspiciously.]

Sam: I could help a bit. I could carry it for a while. Share the load. [His words echo.]

Frodo: Get away!

Sam: I don't want to keep it. I just want to help.

Smeagol: See? See? He wants it for himself.

Sam: Shut up you! Go away, get out of here!

Frodo: No Sam, it's you. I'm sorry Sam.

Sam: [crying] But he's a liar! He's poisoned you against me!

Frodo: You can't help me anymore.

Sam: You don't mean that.

Frodo: Go home.

[Sam crouches and weeps. Frodo and Gollum climb the stairs and leave him behind.]

<Faramir's Sortie>

[Faramir and his soldiers ride down the streets. They are dressed in plate armor. The Gondorians watch sadly. Many throw flowers at their feet. One hands a flower up to an older knight.]

Gandalf: Faramir! Faramir! [He pushes through the crowd.]

Your father's will has turned to madness. Do not throw away your life so rashly.

Faramir: Where does my allegiance lie if not here?

Faramir: This is the city of the Men of Numenor. I will gladly give my life to defend her beauty, her memory, her wisdom.

Gandalf: Your father still loves you, Faramir. He will remember it before the end.

[The gates are opened and they ride out. Osgiliath and the fire of Mt Doom are visible as the gate opens. They form lines and ride toward Osgiliath.]

[In the Citadel, Denethor sits at his table. Pippin attends him.]

Denethor: Can you sing Master Hobbit?

Pippin: Well, yes. At least, well enough for my own people. But we have no songs for great halls and [he glances at Denethor] evil times.

Denethor: And why should your songs be unfit for my halls? Come, sing me a song.

Pippin (singing):

Home is behind, the world's ahead
[Faramir's men gallop toward Osgiliath]
And there are many paths to tread
[As Faramir's men ride, Denethor eats.]
Through shadow to the edge of night
Until the stars are all alight
[Denethor cracks a chicken bone.]
Mist and shadow, cloud and shade
[Orcs archers prepare to fire from Osgiliath.]
All shall fade. All... shall... [The orcs loose arrows at Faramir's men] fade.

[Denethor continues to eat. Pippin weeps.]

[Gandalf sits in an empty courtyard. A bell tolls.]

[Trolls push siege towers through Osgiliath toward Minas Tirith, surrounded by the orc army.]

Orc Captain: March! March! March! March!

[Theoden rides through the encampment at Dunharrow.]

Rider: Make way for the king. Make way.

Rider: The king is here!

Rider: My Lord!

Rider: Hail to you, Sire!

Theoden: Grimbold, How many?

Grimbold: I bring five hundred men from the Westfold, my Lord.

Gamling: We have three hundred more from Fenmarch, Theoden King.

Theoden: Where are the riders from Snowbourne?

Gamling: None have come, my Lord.

[Upon the high encampment at Dunharrow.]

Theoden: Six thousand spears. Less than half of what I'd hoped.

Aragorn: Six thousand will not be enough to break the lines of Mordor

Theoden: More will come.

Aragorn: Every hour lost hastens Gondor's defeat. We have till dawn. Then we must ride.

[Theoden nods in agreement.]

[A horse neighs and rears as a Rider tries to calm him.]

Legolas: The horses are restless and the men are quiet

Eomer: They grow nervous near the shadow of the mountain.

Gimli: That road there, where does that lead?

Legolas: It is the road to the Dimholt, the door under the mountain.

Eomer: None who venture there ever return. That mountain is evil.

[Aragorn looks down the path and sees a vague image of the Dead King.]

Gimli: Aragorn! [Aragorn is startled.] Let's find some food.

[Evening inside a tent at Dunharrow. Eowyn helps Merry with his armor.]

Eowyn: There! A true esquire of Rohan.

Merry: I'm ready! [Merry draws his blade]

Eowyn: Oh! [she laughs]

Merry: Sorry. It isn't all that dangerous It's not even sharp.

Eowyn: Well that's no good. You won't kill many orcs with a blunt blade. Come on.

[Merry comes out of the tent, slashing and stabbing imaginary foes. Eowyn follows, laughing. Eomer and Gamling are sitting nearby, eating.]

Eowyn: To the Smithy! Go!

Eomer: [After Merry has gone.] You should not encourage him.

Eowyn: You should not doubt him.

Eomer: I do not doubt his heart, only the reach of his arm.

[Gamling laughs while trying not to spit out his food.]

Eowyn: Why should Merry be left behind? He has as much cause to go to war as you Why can he not fight for those he loves?

Eomer: You know as little of war as that Hobbit. When the fear takes him, and the blood and the screams and the horror of battle take hold, do you think he would stand and fight? He would flee, and he would be right to do so. War is the province of men, Eowyn.

[A dark-cloaked figure rides up past the Pukel men.]

[Arwen sleeps. A tear rolls down her cheek.]

Arwen (v.o.): I choose a mortal life. I wish I could have seen him, one last time.

[Aragorn watches in horror as the Evenstar pendant smashes on the floor. He wakes and draws his knife.]

Aragorn: Nyah!

[One of Theoden's guards looks into his tent.]

Rider: Sir? King Theoden awaits you, my lord.

[They walk to Theoden's tent. ]

Theoden: I take my leave.

[The dark-cloaked figure stands and pulls back his hood. It is Elrond.]

Aragorn: [bowing] My lord Elrond.

Elrond: I come on behalf of one whom I love. Arwen is dying. She will not long survive the Evil that now spreads from Mordor. The light of the evenstar is failing. As Sauron's power grows her strength wanes. Arwen's life is now tied to the fate of the ring. The shadow is upon us Aragorn. The end is come.

Aragorn: It will not be our end, but his.

Elrond: You ride to war, but not to victory. Sauron's armies march on Minas Tirith, as you know. But in secret he sends another force, which will attack from the river. A fleet of Corsair ships sails from the south. They'll be in the city in two days. You're outnumbered, Aragorn. You need more men.

Aragorn: There are none.

Elrond: There are those who dwell in the mountain.

[An image of the Dead King flashes.]

Aragorn: Murderers, traitors. You would call upon them to fight? They believe in nothing. They answer to no one.

Elrond: They will answer to the king of Gondor! [He reveals Anduril in its scabbard.] Anduril, the Flame of the West, forged from the shards of Narsil.

[Aragorn approaches and lays his hands reverently on the blade.]

Aragorn: Sauron will not have forgotten the Sword of Elendil.

[Aragorn unsheathes Anduril.]

Aragorn: The blade that was broken shall return to Minas Tirith.

Elrond: The man who wields the power of this sword can summon to him an army more deadly than any that walks this earth. Put aside the Ranger. Become who you were born to be. Take the Dimholt road.

[Aragorn looks uncertain.]

Elrond: Ónen i-Estel Edain. [I gave Hope to the Dúnedain.]

Aragorn: Ú-chebin Estel anim. [I have kept no hope for myself.]

[Aragorn readies his horse. Eowyn approaches.]

Eowyn: Why are you doing this? The war lies to the east. You cannot leave on the eve of the battle. You cannot abandon the men.

Aragorn: Eowyn.

Eowyn: We need you here.

Aragorn: Why have you come?

Eowyn: Do you not know?

Aragorn: It is but a shadow and a thought that you love. I cannot give you what you seek.

Aragorn: I have you wished you joy since first I saw you. [He touches her face.]

[Eowyn holds back tears. Aragorn turns away with Brego.]

[Aragorn leads Brego past Gimli.]

Gimli: Just where do you think you're off to?

Aragorn: Not this time. This time you must stay, Gimli.

Gimli: Grrmph.

[Legolas arrives with Arod.]

Legolas: Have you learned nothing of the stubbornness of dwarves?

Gimli: You might as well accept it. We're going with you laddie.

[They ride toward the crevasse.]

Riders: What's happening? Where's he going? I don't understand. Lord Aragorn!

[Aragorn, Legolas and Gimli disappear down the path.]

Rider: Why does he leave on the eve of battle?

Gamling: He leaves because there is no hope.

Theoden: He leaves because he must.

Gamling: Too few have come. We cannot defeat the armies of Mordor.

Theoden: No, we cannot. But we will meet them in battle nonetheless.

[The Riders nod.]

[Eowyn stands alone, watching the dawn. Theoden approaches her.]

Theoden: I have left instruction. The people are to follow your rule in my stead Take up my seat in the Golden Hall. May you long defend Edoras if the battle goes ill.

Eowyn: What other duty would you have me do, My Lord?

Theoden: Duty? No. [He takes her hands.] I would have you smile again, and not grieve for those whose time has come. You shall live see these days renewed, and no more despair.

[Aragorn, Legolas and Gimli are riding down a desolate path in the mountains.]

Gimli: What kind of an army would linger in such a place?

Legolas: One that is cursed. Long ago the Men of the mountain swore an oath to the last King of Gondor, to come to his aid, to fight. But when the time came, when Gondor's need was dire, they fled, vanishing into the darkness of the mountain. And so Isildur cursed them, never to rest until they had fulfilled their pledge.

Legolas: Who shall call them from the grey twilight? The forgotten people. The heir of him to whom the oath they swore. From the north shall he come. Need shall drive him. He shall pass the door to the Paths of the Dead.

[They approach the Dimholt door. It is decorated with skulls.]

Gimli: The very warmth of my blood seems stole away.

[Legolas reads the signs written along the wall.]

Legolas: "The way is shut. It was made by those who are dead, and the dead keep it. The way is shut."

[A gust of wind comes from the doorway, filled with ghostly voices. The horses startle and run away. ]

Aragorn: Brego!

[Aragorn faces the Dimholt.]

Aragorn: I do not fear death.

[He enters the tunnel. Legolas follows.]

Gimli: Well this is a thing unheard of! An elf will go underground when a dwarf dare not! Oh, Oh! I would not hear the end of it.

[He runs into the tunnel.]

[The Riders break camp at Dunharrow. Theoden emerges from his tent.]

Theoden: We must ride light and swift. It is a long road ahead. And man and beast must reach the end with the strength to fight.

[Theoden, mounted, approaches Merry who is waiting by his pony.]

Theoden: Little hobbits do not belong in war, Master Meriadoc.

Merry: All my friends have gone to battle. I would be ashamed to be left behind!

Theoden: It is a three-day gallop to Minas Tirith, and none of my riders can bear you as a burden.

Merry: I want to fight!

Theoden: I will say no more.

[He rides off. Merry is left standing as Riders pass him, until one of them scoops him up and into her saddle. It is Eowyn in armor and a helmet.]

Eowyn: Ride with me.

Merry: My lady!

Eomer: Form up! Move out! Form Up! Move out!

Theoden: Ride! Ride now to Gondor!

[A host of Riders stream out of the encampment.]

[On the Pelennor Fields, the trolls drum. The army of Mordor chants as they approach the city.]

Aragorn, Legolas and Gimli are in a dark tunnel. Aragorn's torch reveals piles of skulls.

Gimli: What is it? What do you see?

Leglolas: I see shapes of men, and of horses.

Gimli: Where?

Legolas: Pale banners like shreds of cloud. Spears rise like winter-thickets through a shroud of mist. The Dead are following. They have been summoned.

Gimli: The Dead? Summoned? I knew that! [laughs nervously] Very good. Very good- Legolas!

[Gimli runs to catch up with Legolas. Legolas finds himself surrounded by reaching hands of mist. Aragorn is also surrounded. The spectral hands reach for Gimli and he blows them away.]

Aragorn: Do not look down.

[Gimli steps and hears a crunching sound. He looks down to see the floor covered in skulls. Every step crunches more skulls. Gimli tries to tiptoe through them.]

[Aragorn, Legolas and Gimli run into a great underground hall. The Dead King appears before them.]

Dead King: Who enters my domain?

Aragorn: One who will have your allegiance.

Dead King: The dead do not suffer the living to pass.

Aragorn: You will suffer me.

[The Dead King laughs. A dead city appears. Dead soldiers stream out of it and gather around them.]

Dead King: The way is shut. It was made by those who are dead, and the dead keep it.

[More of the dead appear.]

Dead King: The way is shut. Now you must die.

[Legolas shoots the Dead King in the head. His arrow passes through and clatters to the ground. It leaves a misty hole in the King's face that quickly closes.]

Aragorn: I summon you to fulfill your oath.

Dead King: None but the king of Gondor may command me.

[He swings his sword, but Aragorn parries with Anduril, then grabs him by the throat.]

Dead King: The line was broken!

Aragorn: It has been remade.

[Aragorn pushes him back.]

Aragorn: Fight for us, and regain your honor. What say you?

[Aragorn moves among the dead soldiers.]

Aragorn: What say you!

Gimli: You waste your time Aragorn. They have no honor in life, they have none now in death

[Aragorn turns, challenging the Dead with Anduril.]

Aragorn: I am Isildur's heir. Fight for me, and I will hold your oaths fulfilled.

Aragorn: What say you!

[The Dead King grimaces and begins to laugh. The Dead begin to fade away.]

Aragorn: You have my word! Fight, and I will release you from this living death! What say you?!

Gimli: Stand, you traitors!

[A wind blows the mist away. They hear a cracking sound and skulls roll out at their feet. The walls beside the Dead king's hall crack open and thousands of skulls spill out.]

Aragorn: Out!

[They run, but are nearly swept away by the skulls.]

Aragorn: Legolas! Run!

[The skulls begin to cause rocks to fall in the cavern. From outside a cloud of debris can be seen coming from a crack in the mountain. Legolas, Aragorn and Gimli emerge. They see the river and the Corsair ships below. Aragorn drops to his knees, frustrated. The Dead king emerges from the rock wall.]

Dead King: We fight!

[Outside the gates of Minas Tirith the Orc army chants.]

Gondorian: [From the archway] Open the gate, quick!

[As the gates open, Faramir is dragged in by his horse. His foot is caught in the stirrup. Two arrows protrude from his armor.]

[Gothmog rides a warg to the head of the orc army.]

[Faramir is taken on a litter to the citadel courtyard.]

Irolas: Quick! Hurry!

[Denethor runs out to Faramir. The Gondorians put the litter down near the white tree.]

Denethor: Faramir! Say not that he has fallen!

Irolas: They were outnumbered. None survived.

[Outside the gates. Gothmog sniffs.]

Gothmog: Fear. The city is rank with it. Let us ease their pain. Release the prisoners!

Skully: Catapults!

[The orcs catapult a small shot over the walls. Inside, soldiers duck behind their shields as the heads of their fellow soldiers fall and roll. ]

[In the citadel.]

Denethor: My sons are spent!

[Denethor steps away from Faramir. Pippin approaches.]

Denethor: My line his ended!

Pippin: He's alive!

Denethor: The house of the Stewards has failed!

Pippin: He needs medicine, my Lord!

Denethor: My line has ended!

[Denethor goes to the edge of the courtyard and looks down at the orc army.]

Pippin: My Lord!

Denethor: Rohan has deserted us.

[The orc catapults fling boulders at the city. The people shriek and run.]

Denethor: Theoden's betrayed me!

[More boulders fall.]

Denethor: Abandon your posts! Flee! Flee for your lives!

[Gandalf smacks Denethor with his staff until he falls.]

Gandalf: Prepare for battle!

[Gandalf rides for the first level.]

Gandalf: Hurry, men! To the wall! Defend the wall! Over here!

[He passes soldiers who are fleeing.]

Gandalf: Return to your posts!

[Archers line up on the wall.]

Gandalf: Send these foul beasts into the abyss!

[They launch rocks and masonry at the orc army from a trebuchet.]

[The masonry lands among the orc army. The orcs around Gothmog shift fearfully.]

Gothmog: Stay where you are.

[The armies fire boulders and masonry at each other.]

Gondorians: We need more Rubble! Watch out!

Citadel Guards: Down to the lower level! Quick! Double up, men!

[Pippin runs down into the city with his fellow guardsmen.]

[A large rock arcs out from the city toward Gothmog. His soldiers scramble out of the way. At the last second he steps aside and it falls right by him.]

Troll: [Looking concerned] Squee!

[Gothmog spits on the boulder.]

[The Nazgul shriek as they fly in over the city.]

Gandalf: Hold them back! Do not give in to fear!

Gandalf: Stay at your posts! Fight!

[Siege towers are moved to the wall. The Gondorians fire arrows at them.]

Gandalf: Not at the towers! Aim for the trolls! Kill the trolls! Bring them down!

Gandalf: Fight them back!

[Pippin arrives at the walls, looking dazed. Gandalf sees him.]

Gandalf: Peregrin Took! Go back to the Citadel!

Pippin: They called us out to fight.

[One of the siege towers arrives. Orcs storm out of it toward Gandalf and Pippin. Gandalf fights them off.]

Gandalf: This is no place for a hobbit!

[Gandalf battles more orcs. One surprises him, but Pippin stabs it before he can strike Gandalf. It falls, and Pippin stares at the black blood on his sword.]

Gandalf: Guard of the Citadel indeed! Now, back up the hill, quickly. Quick!

[The orcs try batter down the gates to the city. The Gondorians shoot arrows down on them, and many fall. They wield a battering ram, but the gates are undamaged.]

Gothmog: What are you doing, you useless scum?!

Orc Captain: The door won't give. It's too strong.

Gothmog: Get back there and smash it down.

Orc Captain: But nothing can breach it.

Gothmog: [smiling] Grond will breach it. Bring up the wolf's head.

[The orc army chants as a great battering ram is pulled toward the city gates.]

Orc army (chanting): Grond! Grond! Grond!

<Shelob's Lair >

[The Corsairs are sailing upriver. Aragorn, Legolas and Gimli wait on the bank.]

Aragorn: You may go no further. You will not enter Gondor.

Corsair Captain: Who are you to deny us passage?

Aragorn: Legolas, fire a warning shot past the bosun's ear.

[Legolas draws an arrow from his quiver.]

Gimli: Mind your aim!

[Legolas aims. Gimli bumps his bow. Legolas shoots the Evil Bosun, who yells and falls down dead.

Gimli: Ooh!

[Legolas gives Gimli an angry look.]

Gimli: That's it. Right. We warned you. Prepare to be boarded.

[The crew laughs.]

Corsair Captain: Boarded? By you and whose army?

Aragorn: This army.

[The Dead king appears through Aragorn. His army attacks across the water.]

[Gollum reaches the tunnel, with Frodo just behind him.]

Gollum: In there.

Frodo: What is this place?

Gollum: Master must go inside the tunnel.

Frodo: Now that I'm here, I don't think I want to.

Gollum: It's the only way. Go in or go back.

Frodo: I can't go back. [He enters the tunnel with Gollum.] What's that smell?

Gollum: Orcses' filth. Orcses come here sometimes.

[Gollum runs ahead.]

Gollum: Hurry!

[Frodo follows.]

Gollum: This way!

Frodo: [frightened] Smeagol?

Gollum: Over here!

[Frodo's hand lands in a web.]

Frodo: Oh! Ugh! It's sticky! What is it?

Gollum: You will see. Oh yes, you will see.

Frodo: Smeagol? Smeagol! Smeagol!

[Smeagol has left Frodo alone in the dark tunnel.]

Frodo: Sam.

[Frodo steps on the ape-like skeleton of an orc. Other dead animals are hanging in the tunnel. He begins to run.]

[Sam, crying, makes his way down the stair. He slips and falls hard. He sees the lembas thrown down by Gollum and grows angry. He turns and looks up the stairs.]

Frodo: Ah! Augh!

[Frodo runs and falls into a clump of spider webs and bones.]

Galadriel (v.o.): And you, Frodo Baggins. I give you the light of Earendil, our most beloved star.

[Frodo fumbles for her phial in his pants pocket.]

Galadriel (v.o.): May it be a light for you in dark places, when all other lights go out.

[Frodo finds the phial and holds it out.]

Frodo: Aiya Eärendil Elenion Ancalima! [Hail Eärendil brightest of the Stars!]

[Shelob emerges from the darkness. ]

Frodo: Ugh!

[Frodo menaces her with the phial. She attacks. Frodo slashes at one of her legs. Shelob shrieks as he runs. He runs but has lost the phial. As he looks back he runs into a huge web. The web traps him and holds him spread-eagle off the ground.]

Frodo: Augh!

[Frodo sees other forms cocooned and suspended.]

Gollum: Naughty little fly! Why does he cry? Caught in a web. Soon you'll be... eaten!

[Frodo cuts his way out of the web as Shelob approaches. Gollum shrieks. Frodo frees himself, but loses Sting. He runs out of the Lair and falls.]

Gollum: Got away, did it precious? Not this time. Not this time!

[Frodo and Gollum fight. Gollum tries to grab the Ring.]

Frodo: No! Augh!

[Frodo attacks Gollum and begins to throttle him.]

Gollum: It wasn't us! It wasn't us! Smeagol wouldn't hurt Master. We promised!

[Frodo's anger dissipates. He stops choking Gollum.]

Gollum: You must believe us! It was the precious. The precious made us do it.

[Frodo releases Gollum and stands.]

Frodo: I have to destroy it, Smeagol.

[Gollum is horrified.]

Frodo: I have to destroy it for both our sakes.

[Gollum grows angry.]

Gollum: No!

[He attacks Frodo. He flips over Frodo and falls off the edge of the path, out of sight.]

Gollum: Ahh!

[Frodo rises and staggers along the path.]

Frodo: I'm so sorry, Sam. So sorry! [He collapses, then finds he's fallen in a mossy, sunlit forest.]

Galadriel (v.o.): This task was appointed to you, Frodo of the Shire. If you do not find a way, no one will.

[She helps him to his feet. When he rises he is still on the desolate path to Cirith Ungol.]

[The Rohirrim are resting by a lake. Eomer and two companions ride in.]

Eomer: The scouts report Minas Tirith is surrounded. The lower level's in flames. Everywhere legions of the enemy advance.

Theoden: Time is against us.

Eowyn: Take heart Merry. It will soon be over.

Merry: My lady, you are fair and brave and have much to live for, and many who love you. I know it is too late to turn aside. I know there is not much point now in hoping. If I were a knight of Rohan capable of great deeds... but I'm not. I'm a Hobbit. And I know I can't save Middle-earth. I just want to help my friends. Frodo. Sam. Pippin. More than anything I wish I could see them again.

[Horns blow.]

Eomer: Prepare to move out!

Theoden: Make haste! We ride through the night.

[Eowyn and Merry put on their helmets.]

Eowyn: To battle.

Merry: To battle.

[Outside Minas Tirith, the Orc army chants. The trolls wielding Grond groan. They pull the ram back and it slams into the gate.]

Orcs: Grond! Grond!

[Gandalf rides Shadowfax, gathering soldiers.]

Gandalf: Back to the gate! Hurry!

[Pippin looks down at the battle from the Citadel's parapet. He turns to see Denethor coming down the steps of the Citadel. His guards carry Faramir.]

Denethor: I am steward of the House of Anarion. Thus have I walked. And thus now will I sleep. Gondor is lost. There is no hope for Men.

[As Denethor passes, we see a single bloom on the White Tree. The procession travels toward the Silent Street.]

Denethor: Why do the fools fly? Better to die sooner than late. For die we must.

[Pippin follows them. They enter the mausoleum of the Stewards.]

Denethor: No tomb for Denethor and Faramir. No long, slow sleep of death embalmed. We shall burn, like the heathen kings of old. Bring wood and oil!

[Grond is pounding at the gate. Gandalf waits inside with many armed soldiers.]

Gandalf: Steady! Steady!

[Grond breaks through the top of the gate.]

Gandalf:You are soldiers of Gondor! No matter what comes through that gate, you will stand your ground.

[Grond breaks the gate open. Several armored trolls enter. They are armed with spiked hammers and quickly begin killing the Gondorians.]

Gandalf: Volley! Fire!

[Gondorian archers fire. The trolls swipe at the arrows. Orcs rush past them and engage the Gondorian pikemen. Gandalf attacks and one of the trolls falls. More of the orc army enters. The Gondorians are pushed back.]

<Don't Go Where I Can't Follow >

[Frodo nears Cirith Ungol. Shelob stalks him from the cliff face. Frodo hears some rocks falling and looks around but doesn't see her. She follows, then stings him from above.]

Frodo: Umph! Oh!

[His face turns blue and green. Foam leaks from his mouth. He groans and falls.]

[Shelob pounces on him and winds sticky silk around him.]

[Sam arrives. He brandishes Sting and the phial.]

Sam: Let him go you filth!

Shelob: Sssshh!

Sam: Let him go!

[Shelob drops Frodo to the ground. Sam looks down at him, worried, then returns his attention to Shelob.]

Sam: You will not touch him again! Come on and finish it!

[Shelob attacks Sam. He slashes at her but she knocks the phial from his hand. She corners him by a wall and tries to mash him with her mandibles. Sam kicks at her. He rolls over the top of her and lands on the pathway.]

Sam: Oh!

[He retrieves Sting, and when she attacks he stabs at her eyes. Sam stabs again, but Shelob catches Sting in her mandibles and won't let go. Sam struggles, and when he frees Sting it flies out of reach. Shelob unsheathes her own sting and tries to jab Sam. He rolls away from several attempts. He finally reaches the Blade, and manages to drive it into her abdomen as she tries to sting him again. Shelob shrieks in pain and begins to retreat. Sam retrieves the phial and menaces her with it.]

Sam: Ha! Back!

[Shelob shrieks and retreats into a hole.]

Shelob: No!

[Sam runs to Frodo, dropping Sting.]

Sam: Mister Frodo! [He tears the spider web from Frodo's face.] Oh no, Frodo! Mister Frodo, wake up! [He holds Frodo and begins to cry.] Don't leave me here alone! Do go where I can't follow! Wake up! Not asleep. Dead!

[He holds Frodo and cries. Then he sees that Sting has turned blue. He looks around.]

[Shagrat, Gorbag, and other orcs arrive and see Frodo.]

Shagrat: What's this?

[Sam looks out from a hiding place in the rocks.]

Shagrat: Looks like old Shelob's been having a bit of fun.

Gorbag: Killed another one, has she?

Shagrat: No, this fellow ain't dead.

Sam: [whispering] Not dead?

Shagrat: She jabs him with her stinger, and he goes as limp as a boned fish Then she has her way with them. That's how she likes to feed, fresh blood. Get him to the tower!

[The orcs carry Frodo toward Cirith Ungol.]

Sam: Samwise, you fool.

Gorbag: This scum will be awake in a couple of hours.

Shagrat: Then he'll wish he'd never been born!

[Minas Tirith: Pippin quietly enters the mausoleum of the Stewards. Denethor's guard has built a pyre of bundles of wood all around and on top of a stone tablet. They place Faramir on top. Faramir groans softly.]

Denethor: The house of his spirit crumbles. Faramir is burning. Already burning.

[Pippin runs to the pyre.]

Pippin: He's not dead! [He pulls at the bundles of wood.] He's not dead!

[Denethor grabs his collar and drags him away.]

Pippin: No! No! No! No! He's not dead! No!

Denethor: Come now, Peregrin son of Paladin.

Pippin: No! Help! No!

[Denethor dumps Pippin outside the mausoleum.]

Denethor: I release you from my service Go now and die in what way seems best to you.

[He closes the door, leaving Pippin outside.]

Denethor: Pour oil on the wood!

[Pippin runs down through the city. Soldiers are everywhere. Many are injured.]

Soldiers: Come on, move your feet! Hurry along there! Hurry along!

Pippin: Gandalf! Where is Gandalf? Gandalf!

[Orcs and trolls enter the city. Many of the Gondorians panic.]

Gandalf: Retreat! The city is breached! Fall back to the second Level! Get the women and children out! Get them out! Retreat!

Gothmog: Move into the city. Kill all in your path.

[The Gondorians fight desperately against the orcs and trolls. Several Men attack one troll, but seem unable to harm it.]

Gandalf: Take them down! Fight! Fight to the last man. Fight for your lives!

[Pippin runs down the street to find Gandalf.]

Pippin: Gandalf! Gandalf! Denethor has lost his mind! He's burning Faramir alive!

Gandalf: Up! Quickly!

[He lifts Pippin onto Shadowfax, and they ride off.]

[They round a corner just as the Witch-King swoops in on his fell beast. Shadowfax rears. ]

Gandalf: Go back to the abyss. Fall into the nothingness that awaits you and your master.

Witch King: Do you not know death when you see it, old man?

[The Witch King's voice makes Pippin cry out in terror. The Witch King draws his sword.]

Witch King: This is my hour.

[The Witch King's sword catches fire. He shrieks, and Gandalf's staff bursts into pieces. Gandalf and Pippin are thrown from Shadowfax. Gandalf is unable to rise.]

Pippin: Gandalf!

[Pippin draws his sword and rushes toward the Witch King. The fell beast roars, and Pippin stops, afraid.]

Witch King: You have failed. The world of Men will fall.

[He draws back his sword.]

[Melodic horns sound. Gandalf looks up.]

[The Witch King turns to the horns and flies away.]

[Rohan arrives on the Pelennor. They look down upon the huge army of Mordor. Orc shout. Their drums sound.]

Eowyn: [whispers] Courage, Merry. Courage for our friends. [She holds him.]

Gothmog: Form Ranks, you maggots. Form ranks! Pikes in front. Archers behind.

[Theoden and his captain are positioned in front of the long line of Riders.]

Theoden: Eomer! Take your eored down the left flank.

Eomer: [To his eored] Make ready!

Theoden: Gamling, follow the king's banner down the center. Grimbold! Take your company right after you pass the wall. Forth! And fear no darkness!

[Theoden rides up and down the line.]

Theoden: Arise! Arise! Riders of Theoden! Spears shall be shaken! Shields shall be splintered!

[As he rides in front of Eowyn she turns to hide her face.]

Theoden: A sword day! A red day! Ere the sun rises!

[The Orcs form ranks.]

Eowyn: Whatever happens, stay with me. I will look after you.

[Theoden rides down the spears.]

Theoden: Ride Now! Ride now! Ride! Ride for ruin and the world's ending! Death!

Rohirrim: Death!

[Eowyn gasps.]

Theoden: Death!

Rohirrim: Death!

Theoden: Death!

Rohirrim: Death!

Merry and Eowyn: Death!

Theoden: Forth Eorlingas!

[The horns sound. The Rohirrim shout and charge toward the orcs' line.]

Gothmog: Fire!

[The orcs fire arrows at the Rohirrim. Many fall.]

Merry: Death!

Theoden: Death!

[The Rohirrim shout.]

Gothmog: Fire at will!

[The orc arrows fell more riders. Then the Rohirrim plow into the Orc army, breaking through the front line and into the heart. Their horses simply ride down many of the orcs. The Rohirrim kill many more with spear and sword.]

[The Rohirrim continue to drive through the orc army.]

[Denethor stands atop the pyre and pours oil over his face. Faramir flinches as the oil drips onto his closed eyes.]

Denethor: Set a fire in our flesh.

[His guardsmen look unsure. They slowly approach with torches.]

[Shadowfax breaks through the door.]

Gandalf: Stay this madness!

[Denethor's guard draws back. Denethor grabs a torch from one of them.]

Denethor: You may triumph in the field of battle for a day, but against the power that has risen in the east, there is no victory.

[Denethor throws the torch onto the pyre. Gandalf takes a spear from one of the guards. He rides to the pyre and knocks Denethor off. Pippin jumps from Shadowfax onto the pyre.]

Pippin: Ahh!

[Pippin pushes Faramir and they both roll off onto the floor. As Pippin pats out the flames in Faramir's clothing, Denethor attacks him.]

Denethor: No! You will not take my son from me!

[Denethor grabs his collar. Denethor's clothes are already alight.]

Pippin: Ahh!

[Shadowfax rears and knocks Denethor back onto the fire.]

[Faramir opens his eyes. Denethor sees him and whimpers.]

Denethor: Faramir!

[As Denethor's clothes begin blazing, he jumps down from the pyre. He runs out into the citadel courtyard and off its easternmost point. He falls flaming onto the orc army many feet below.]

Gandalf: So passes Denethor, son of Ecthelion.

[On the Pelennor the Rohirrim are devastating the orc army.]

Eomer: Drive them to the river!

Theoden: Make safe the City!

[The mumakil arrive. Each of the great beasts bears a war tower filled with Southron warriors. The Southrons blow horns and chant. The mumakil approach.]

Theoden: Reform your line! Reform the line!

[The Riders form a line facing the Southron army.]

Theoden: Sound the charge!! Take them head on! Charge!

[Gamling blows his horn. Theoden and Eowyn shout as they charge.]

[The Rohirrim charge toward the mumakil. The orc army runs before them, and the mumakil allow them to pass. The mumakil have spikes attached to their tusks and circling their ankles. When the Rohirrim come into range, the mumakil begin tossing them aside and crushing them underfoot. The Riders who pass through the line of beasts unharmed turn and attack the beasts from the rear. The Southron archers shoot arrows at those who catch up with the Mumakil. The Mumakil continue to overrun and crush the Riders.]

[Gamling rides under a mumakil, shooting arrows into it's belly.]

Rider: Cut him down! Follow me!

[Eomer turns and faces one of the Mumakil head on. The Mumak's driver leers down at him. Eomer throws a spear, knocking the driver off. The driver hangs by a rope attached to the Mumak's ear. The Mumak bellows with pain and veers left with the driver swinging from its ear. It crashes into another Mumak and both fall.]

Theoden: Hurry up!

[Merry and Eomer ride among the Mumakil. They are almost trampled.]

Eowyn: Take the reins! Pull him left!

[Eowyn grabs a sword from an orc as they charge past.]

Eowyn: Left!

[Eowyn cuts at the front and back legs of a Mumak as they pass under it. Its back end collapses and then it falls.]

Eomer: Aim for their heads! [He shoots.]

[A Mumak is wounded by arrows and rises onto his hind legs.]

Theoden: [Desperately] Bring it down! Bring it down! Bring it down!

[Gamling shoots.]

[Eowyn throws a spear that lands in a mumak's lower leg.]

[The wounded Mumak falls. It knocks Eowyn and Merry off their horse. Eowyn scrambles out of the way to avoid being crushed. She looks around but can't see Merry.]

Eowyn: Merry!

[Theoden is still on his horse, but is being harried by orcs. Eowyn rushes in and kills several of them. Theoden looks at her curously before returning to the fray. Merry emerges from near the mumak, coughing with the dust. He is attacked and kills several foes. An orc picks him up, but he stabs it. Eowyn fights fiercely with Gothmog.]

[Minas Tirith: A troll is pounding at the gate to the second level with a great hammer. Gandalf and Pippin crouch on a porch. Below them, soldiers wait for the gate to be breached.]

Pippin: I didn't think it would end this way.

Gandalf: End? No, the journey doesn't end here. Death is just another path, one that we all must take. The grey rain-curtain of this world rolls back, and all turns to silver glass. And then you see it

Pippin: What? Gandalf? See what?

Gandalf: White shores... and beyond, a far green country under a swift sunrise.

Pippin: Well, that isn't so bad.

Gandalf: No, no it isn't.

[They smile. The gate is almost breached. Gandalf nods to Pippin. Pippin grips his sword and closes his eyes.]

[The Rohirrim continue to battle the Mumakil.]

Theoden: Rally to me! To me!

[The Witch King flies in. Theoden looks stunned. The fell beast grabs Snowmane and shakes him. As Eowyn watches, he sends Snowmane tumbling. Theoden's knights scatter, and the fell beast approaches. Theoden is alive, but his legs are trapped under Snowmane.]

Witch King: Feast on his flesh.

[The beast growls and approaches Theoden. Theoden looks up and is afraid. Eowyn leaps between them.]

Eowyn: I will kill you if you touch him!

Witch King: Do not come between the Nazgul and his prey.

[The fell beast strikes out at her. She cries out, leaps aside and chops through his neck with two great sword strokes. The head falls aside and the beast falls.]

[Eowyn picks up a fallen shield and crouches as the Witch King emerges from the wreck of the fell beast. Her eyes grow wide as he lifts his mace and the great spiked ball at the end of the chain comes into view. Theoden watches as the Witch King swings at her. The Witch King shrieks as he attacks. Eowyn ducks several blows. One blow falls on her shield and shatters it. She falls back, dropping her sword.]

[The Corsairs arrive at Minas Tirith's wharf. Orcs wait at dockside.]

Skully: Late as usual! Pirate scum! There's knife work here that need doing! Come on, you sea-rats. Get off your ships!

[Aragorn leaps from the ship. Legolas and Gimli follow. The orcs are dismayed at first, but then look unimpressed.]

Gimli: There are plenty for the both of us. May the best dwarf win.

[As Aragorn charges, the Dead appear behind him. Many Dead sweep off the ships and over the water toward the orc army.]

[Merry has fallen almost beneath the Mumak that knocked him and Eowyn off their horse. He crawls out, coughing.]

[The Witch King chokes Eowyn.]

Witch King: You fool. No man can kill me. Die now.

Merry: Augh!

[Merry strikes the Witch King from behind. The Witch King falls to his knees. Merry drops his sword and falls back, clutching his arm as if it's been burned.]

Merry: Ahh!

[Eowyn rises. She takes off her helm and lets her hair fly free.]

Eowyn: I am no man! Ahh!

[She plunges her sword into the front of his helm. The Witch King shrieks. He crumples and dies away. Eowyn falls to her knees.]

[Aragorn, Gimli and Legolas fight and kill many orcs.]

Legolas: Fifteen, sixteen.

Gimli: Seventeen, Aaah!.

Gimli: Twenty-nine!

[Aragorn fights fiercely. Eowyn is down, protecting her broken arm.]

Eowyn: Merry!

[Gothmog yells and begins limping toward her, but falls. She crawls and tries to reach Theoden's sword. Gothmog regains his feet and limps toward her. The sword falls away from her grasp, and Gothmog raises his mace. Aragorn and Gimli cut him down without seeing Eowyn.]

[Aragorn sees an approaching Mumak.]

Aragorn: Legolas!

[Legolas jumps onto the Mumak's tusk. From there he jumps to the front leg, and then to the back. He climbs up and begins shooting arrows at the Mumak's riders.]

Legolas: Thirty-three, thirty-four.

[Some of the Mumak's riders attack him, but he pushes them off. Legolas grabs a rope and swings down the Mumak's side, swinging back and forth as the Mumak runs until he reaches the ropes, which hold the war, tower on its back. He cuts the ropes, and the tower begins sliding off the other side of the beast. Legolas hangs on and the rope helps him walk up to the Mumak's back. The tower crashes to the ground and is swarmed by the Dead army. Legolas draws three arrows and shoots them into the Mumak's neck. He runs down the beast's trunk and jumps off as it crashes down, landing in front of Gimli.]

Gimli: That still only counts as one! Alright then, come on!

[Aragorn looks around for more enemies. In the background the Dead bring down one of the remaining Mumakil.]

[Eowyn crawls to Theoden.]

Theoden: I know your face. Eowyn. My eyes darken.

Eowyn: No! No! I'm going to save you.

Theoden: You already did. Eowyn. My body is broken. You have to let me go. I go to my fathers, in whose mighty company I shall not now be ashamed. Eowyn.

[Theoden dies. Eowyn weeps.]

[Gandalf and Pippin walk on the now-quiet battlefield. Aragorn stands before the dead army.]

Dead King: Release us.

Gimli: Bad idea. Very handy in a tight spot, these lads, despite the fact they're dead.

[The Dead King looks displeased.]

Dead King: You gave us your word

Aragorn: I hold your oath fulfilled. Go. Be at peace.

[The Dead King smiles with pleasure as he and his army dissipates. Gandalf bows to Aragorn.]

[Pippin searches the battlefield until he finds Merry's cloak with its leaf brooch.]

Pippin: Merry.

Eomer:No!

[Eomer throws his helmet and sword aside and runs to where Eowyn lies on the battlefield. He drops to his knees and picks her up. Aragorn looks on, stunned, as Eomer cradles her and weeps.]

Eomer:No!

[In the Houses of Healing, Aragorn tends Eowyn's arm while Eomer sits nearby. He bathes her face and she wakes.]

With a sigh you turn away
With a deepening heart no more words to say
You will find that the world has changed forever.

Later in the evening we see her dressed in a gown, rising from her bed. She goes to her window and sees Faramir, who smiles at her, sadly.]

And the trees are now turning
from green to gold
And the sun is now fading
I wish I could hold you closer

[Pippin searches the battlefield by night]

Pippin: Merry! Merry!

[He finds Merry where he's fallen by the feet of one of the Mumakil. Pippin runs to him and rolls a dead orc off of him.]

Pippin: Merry! Merry, it's me. It's Pippin.

Merry: [weakly] I knew you'd find me.

Pippin: Yes.

Merry: Are you going to leave me?

Pippin: No Merry. I'm going to look after you.

[Pippin finds a cloak to pull over Merry.]

[Cirith Ungol. Frodo lies on the floor of the topmost tower. His hands are bound. Gorbag and Shagrat growl as they paw through his belongings.]

Gorbag: Hands off! That shiny shirt, that's mine!

[Clutches Frodo's mithril shirt.]

Shagrat: It's going to the Eye, along with everything else.

[Frodo discovers that he no longer has the Ring on its chain.]

Shagrat: I don't take orders from stinking Morgul rats!

[The orcs struggle.]

Shagrat: You touch it, and I'll stick this blade in your gut.

[Gorbag takes the blade and pushes Shagrat through the trapdoor. Shagrat falls to the lower level.]

Gorbag: The scum tried to knife me. Kill him!

[Gorbag's orcs growl. They begin fighting with Shagrat's company. One orc falls from a window and tumbles down to the tower's base.]

[The orcs continue their fight.]

[Sam creeps up to Cirith Ungol. He enters, but few orcs are left alive. He begins running through the fortress. He finds the stairs and begins climbing them. When he glimpses orcs above him around the corner of the stair, he brandishes both his own blade and Sting. ]

Sam: Uhh! Uhh! Aahhhggh! Rraaaaggh!

[His shadow appears large and menacing on the wall of the stairway. The orcs hesitate. However, when Sam rounds the corner they see that he's smaller than his shadow. They approach. Sam slashes at the first one and it falls.]

Sam: That's for Frodo! [He slashes the second one.] And that's for the Shire! [He pushes the last one off the stairs.] And that's for my old Gaffer!

[Sam runs up the stairs. Below him an orc appears carrying Frodo's mithril shirt. He glances around, not seeing Sam, before he runs off.]

[Sam makes his way toward the top of the tower.]

[Still bound, Frodo moans. He hears someone coming and struggles to undo the ropes around his wrists. Shagrat enters from the trapdoor.]

Shagrat: Stop your squealing you dunghill rat. [He draws his sword.] I'm gonna bleed you like a stuck pig.

[Shagrat yells and the glowing point of Sting appears from the middle of his chest.]

Sam: Not if I stick you first.

[Shagrat falls.]

Frodo: Sam!

[Sam sets Sting aside and kneels by Frodo.]

Frodo: Oh Sam, I'm so sorry! Sorry for everything.

Sam: Let's get you out of here. [He undoes the ropes.]

Frodo: It's too late. It's over. They've taken it. Sam, they took the Ring!

Sam: [Looking surprised.] Begging your pardon, but they haven't. [He takes the Ring from his pocket and holds it at the end of its chain.] I thought I'd lost you, so I took it. Only for safekeeping.

Frodo: Give it to me. [Sam withdraws.] Give me the Ring, Sam. [The Ring whispers to Sam, and he looks confused.] Sam! Give me the Ring.

[Sam slowly holds the chain out to Frodo. Frodo snatches the Ring from him. Frodo looks relieved to the point of ecstasy as he puts the chain around his neck.]

Frodo: You must understand. The Ring is my burden. It will destroy you, Sam.

Sam: Come Mister Frodo. We best find you some clothes. You can't go walking through Mordor in naught but your skin.

[Frodo and Sam leave Cirith Ungol dressed in orc armor and helmets.]

Sam: We did it, Mister Frodo. We made it to Mordor.

[As they look down they see the campfires and torches of thousands upon thousands of orcs.]

The Lord of the Rings: The Return of The King

Transcript (Special Extended Version)

~The Lord of The Rings~

~The Return of the King~

The Lord of the Rings: The Return of The King

Transcript (Special Extended Version)

~~~The Lord of The Rings~~~

~~~The Return of the King~~~

~The Lord of The Rings~

~The Return of the King~