Annotation Legend: Dialog that we found in the book is highlighted like this if it was taken directly from the book; like this if it was changed a bit; and like this is similar to the book.
Citations look like this: B1C1+5 <speaker>: <quote>. B1C1+5 means Book 1 Chapter 1, 5 pages into chapter. Pages are based on the First Ballantine Paperback Edition -- your edition may vary.

~The Lord of the Rings~

<Scene: The camera flies through the mountains and over the slopes of Celebsul.>

Gandalf: (heard in the distance) You cannot pass! B2C5+12

Frodo: (heard in the distance) Gandalf!

Gandalf: (heard in the distance) I am the servant of the Secret Fire, wielder of the Flame of Anor. B2C5+12

(Camera flies past the slopes of Celebsul.)

Gandalf: (Off camera) Go back to the Shadow. Dark fire shall not avail you, Flame of Udun! (Camera enters Moria.) You... shall not... pass! B2C5+12

(Gandalf confronts the Balrog. Gandalf breaks the bridge and the Balrog falls, however his whip wraps around Gandalf's feet and pulls him off the edge of the bridge. He hangs on the edge by his hands. Frodo starts to run to him.)

Boromir: No! No!

Frodo: Gandalf!

(Boromir holds Frodo back.)

Gandalf: Fly you fools!B2C4+12

Frodo: Noo!! Gandalf!

(The camera follows Gandalf as he falls. Gandalf plummets headfirst, grabs Glamdring, and hurtles toward the Balrog of Morgoth. As the Balrog falls backward, Gandalf strikes at his neck and chest. They separate and continue falling. The Balrog crashes into the walls of the abyss. They come together again and continue fighting. We see them fall like a meteor from a hole in a cavern roof and into the water.)

<Scene: Emyn Muil>

(Frodo awakens in shock.)

Frodo: Gandalf! (Rises on one shoulder.)

Sam: What is it, Mr. Frodo? (Sitting up behind Frodo.)

Frodo: Nothing. (Considers his vision, lays back down.) Just a dream.

~The Two Towers~

(Frodo and Sam climb among the rocks of the Emyn Muil.)

Sam: (Looking out towards Mordor.) Mordor. The one place in Middle-earth we don't want to see any closer and it's the one place we're trying to get to. It's just where we can't get. Let's face it Mr. Frodo, we're lost. I don't think Gandalf meant for us to come this way.

B4C1+1 "That's the one place in all the lands we've ever heard of that we don't want to see any closer; and that's the one place we're trying to get to! And that's just where we can't get, nohow."

B4C1+1 "We've come the wrong way."

B4C6+13 Faramir: "And I do not think that Mithrandir would have chosen this way."

Frodo: He didn't mean for a lot of things to happen, Sam. But they did.

(Frodo sees The Eye, his breathing becomes labored, he clutches at his chest.)

B4C1+2 Frodo: "I feel all naked on the east side, stuck up here with nothing but the dead flats between me and that Shadow yonder. There's an Eye in it.

Sam: Mr. Frodo! It's the Ring isn't it?

Frodo: It's getting heavier.

(Sam and Frodo sit. Frodo takes a long drink from his water flask.)

Frodo: What food have we got left? B4C1+1

(Sam rummages in his pack.)

Sam: Well, let me see. Oh yes, lovely. Lembas bread. And look! More... Lembas bread.

B4C1+1 "Only those, what d'you call 'em, lembas, Mr. Frodo. A fair supply."

(Sam breaks off some Lembas, tosses a piece to Frodo and eats some himself.)

Sam: I don't usually hold with foreign food, but this elvish stuff... it's not bad.

Frodo: Nothing ever dampens your spirits, does it Sam.

(Frodo smiles at Sam. Sam smiles back and then looks around ruefully.)

Sam: Those rain clouds might.

B4C1+4 "I think there's a storm coming."

(Frodo and Sam climb in the mist.)

Sam: This looks strangely familiar.

Frodo: It's because we've been here before. We're going in circles.

B4C1+0 Narrative: "... sometimes discovering that they had wandered in a circle back to where they had been hours before."

Sam: Ugh, what's that's horrid stink? I'll warrant here's a nasty bog nearby. Can you smell it?

B4C1+1 "We can't get down; and if we did get down, we'd find all that green land a nasty bog, I'll warrant. Phew! Can you smell it?"

Frodo: Yes, I can smell it. (He pauses, looks fearful.) We're not alone. B4C1+1

B4C1+13 "What's that? Look over there on the cliff!"

<Scene: Nighttime in the Emyn Muil.>

(Frodo and Sam are sleeping at the base of a cliff, Gollum climbs down the rock toward them, head down like a spider.)

Gollum: (breathing noisily) The thieves. The thieves. The filthy little thieves. Where is it? Where is it? They stole it from us. My precious. Curse them. We hates them! It's ours it is, and we wants it.

B4C1+14 "Where iss it, where iss it: my Precious, my Precious? It's ours it is, and we wants it. The thieves, the thieves, the filthy little thieves. Where are they with my Precious? Curse them! We hates them."

(Gollum stretches out a long arm toward Frodo. Just as Gollum is about to reach them, Frodo and Sam jump up and each grab one of Gollum's arms. A fight ensues with Gollum grabbing Frodo repeatedly and struggling to grasp the ring, which is visible on its chain. Finally Sam grabs Gollum around the waist and falls backward, away from Frodo with him. Gollum twists around; biting his neck then as they fall grasps him with arms and legs, choking Sam with one arm.)

Sam: Ar!

(Frodo leaps to Sam's defense and pulls Sting, grabbing Gollum by the hair and threatening him with Sting.)

Frodo: This is Sting. You've seen it before. Haven't you? Gollum.

B4C1+15 Frodo: "Let go! Gollum, ... this is Sting. You have seen it before once upon a time"

Gollum: Gollum, Gollum.

Frodo: Release him, or I'll cut your throat.

B4C1+15 Frodo: "Let go, or you'll feel it this time! I'll cut your throat."

(Gollum relaxes his hold on Sam and begins crying.)

<Scene: Daytime in the Emyn Muil.>

(Cries echo through the Emyn Muil, Sam is leading Gollum with the elvish rope loosely tied at his throat.)

Gollum: It burns, it burns us. It freezes.B4C1+19

(Gollum twists and convulses in apparent agony.)

Gollum: Nasty Elves twisted it. Take it off us.B4C1+19

B4C1+19 "Elves twisted it, curse them!"

Sam: Quiet you! It's hopeless. Every Orc in Mordor is gonna hear this racket. Let's just tie him up and leave him.

B4C5+3 "Let's come to the point before all the Orcs of Mordor come down on us!"

B4C1+16 "Tie it up, so as it can't come sneaking after us no more, I say."

Gollum: No, that would kill us. Kill us!

B4C1+16 Gollum: "But that would kill us, kill us."

Sam: It's no more than you deserve.

Frodo: Maybe he does deserve to die. But now that I see him, I do pity him

B1C2+16 Frodo remembers: "I do not feel any pity for Gollum. He deserves death."

B3C1+16 "But still I am afraid. And yet, as you see, I will not touch the creature. For now that I see him, I do pity him."

(Gollum stops acting agonized and approaches Frodo.)

Gollum: (Groveling) We'll be nice to them if they be nice to us. Take it off us. B4C1+19 (Holds rope away from his neck.) We swears to do what you wants, we swears.

B4C1+15 "... We'll be nice to them, very nice, if they'll be nice to us, won't we, yes, yess."

B4C1+20 "We will swear to do what he wants, yes, yess"

Frodo: There is no promise you can make that I can trust.

B4C1+20 "...not unless there is any promise you can make that I can trust."

Gollum: We swear to serve the master of the precious. We will swear on... on the precious. Gollum, Gollum.

B4C1+20 "I will serve the master of the Precious. Good master, good Smeagol, gollum, gollum!"

B4C1+20 "Sméagol will swear on the Precious."

Frodo: The Ring is treacherous; it will hold you to your word.

B4C1+20 "It will hold you. But it is more treacherous than you are. It may twist your words."

Gollum: Yes, on the precious. Ahh, on the precious.

B4C1+20 "On the Precious, on the Precious!"

Sam: I don't believe you! (Pulls on the rope as Gollum bounds away.) Get down. I said, down! (When Gollum reaches the end of the rope he falls onto his back.)

B4C1+20 Frodo: "Down! down!"

Frodo: Sam, no! Sam!

Sam: He's trying to trick us. If we let him go, he'll throttle us in our sleep.

B4C1+16 Sam: "Anyway he meant to, and he means to, I'll warrant. Throttle us in our sleep, that's his plan"

(Gollum gasps.)

Frodo: You know the way to Mordor.

B4C1+17 Frodo: "We are going to Mordor, of course. And you know the way there, I believe."

Gollum: Yes.

Frodo: You've been there before.

B4C1+17 "So you have been there?"

Gollum: Yes.

B4C1+17 "Yess. Yess. No!"

(Frodo takes the loop of rope off of Gollum, Sam looks disgusted.)

Frodo: You will lead us to the Black Gate.

B4C1+18 Frodo: "But you need not go all the way, not beyond the gates of his land."

(Gollum leads Sam and Frodo through the Emyn Muil.)

<Scene: The Uruks are running west with Pippin and Merry carried on their backs.>

Pippin: (loud whisper) Merry. Merry.

(Manflesh Uruk halts and raises one arm sniffs the air.)

Ugluk: What is it? What do you smell?

Manflesh Uruk: Man flesh.

B3C3+3 Ugluk: "We are the servants of Saruman the Wise, the White Hand: the Hand that gives us man's-flesh to eat."

Pippin: Aragorn.

Uruk-Hai 2: They've picked up our trail.

(Uruk-Hai 1 snorts.)

Uruk-Hai 2: Let's move!

(Pippin grasps his Lothlorien pin in his teeth and pulls it off, looks around and spits it away from him. It falls to the ground and is trodden on by a large orc boot.)

<Scene: Aragorn has his ear to a boulder, listening for the orcs.>

Aragorn: Their pace has quickened. They must have caught our scent. Hurry!

Legolas: Come on, Gimli.

Gimli: Three days and nights pursuit. No food, no rest, and no sign our quarry, but what bare rock can tell.

(The three hunters run on across the highlands.)

(We see Aragorn's hand picking up Pippin's brooch.)

Aragorn: Not idly do the leaves of Lorien fall.B3C2+4

Legolas: They may yet be alive.

B3C2+4 Gimli: "Then he at least was alive."

Aragorn: Less than a day ahead of us. Come.

Legolas: Come, Gimli. We're gaining on them.

(Gimli rolls into view and jumps to his feet.)

Gimli: I'm wasted on cross county. We dwarves are natural sprinters. Very dangerous over short distances.

(Aragorn and Legolas run to a hilltop, view of Rohan's rolling hills.)

Aragorn: Rohan. Home of the horse lords. There's something strange at work here. Some evil gives speed to these creatures. Sets its will against us.

B3C2+3 Narrative: "At the bottom they came with a strange suddenness on the grass of Rohan."

B3C2+9 Aragorn: "There is something strange at work in this land. ... There is some will that lends speed to our foes and sets an unseen barrier before us"

(Legolas runs ahead to a look-out point.)

Aragorn: Legolas! What do your elf eyes see?

B3C2+3 "But look! I can see something nearer at hand and more urgent; there is something moving over the plain."

B3C5+5 "I have not elf-eyes."

(Across the hills a dust cloud is visible.)

Legolas: The Uruks turn north-east. They're taking the hobbits to Isengard!

Aragorn: Saruman.

B3C2+3 Legolas: "Many things. It is a great company on foot; but I cannot say more, nor see what kind of folk they may be."

B3C2+0 Aragorn: "And unless there is much amiss in Rohan and the power of Saruman is greatly increased, they will take the shortest way that they can find over the fields of the Rohirrim."

<Scene: Saruman in Isengard speaks to the Palantir.>

Saruman: The world is changing. Who now has the strength to stand against the armies of Isengard and Mordor?

(Scene flashes to Bard-dur with massive armies crossing a bridge, pans up to the Eye.)

Saruman (v.o.): To stand against the might of Sauron and Saruman, and the union of the Two Towers. Together, my lord Sauron, we shall rule this Middle-earth.

B3C2+21 Eomer: "So suspecting what I most fear, a league between Orthanc and the Dark Tower...."

(Trees fall in Isengard, logs are thrown into furnaces, and orcs make swords.)

Saruman (v.o.): The old world will burn in the fires of industry. The forests will fall. A new order will rise. We will drive the machine of war with the sword and the spear and the iron fist of the Orc.

(Newborn Uruks are pulled from the ground.)

Saruman (v.o.): We have only to remove those who oppose us.

(Saruman is standing in the crowd of armed Hillmen from Dunland.)

Saruman: The Horse-men took your lands. They drove your people into the hills, to scratch a living off rocks.

Wild Man: Murderers! General cheering

Saruman: Take back the lands they stole from you. Burn every village.

B3C7+14 Gamling: "'Death to the Strawheads! Death to the robbers of the North!' Such names they have for us. Not in half a thousand years have they forgotten their grievance that the lords of Gondor gave the Mark to Eorl the Young and made alliance with him. That old hatred Saruman had inflamed."

Wild men: Burn! (more cheering and grunting.)

Saruman (v.o.): It will begin with the Rohan. Too long have these peasants stood against you, but no more.

(Wild men rush off, brandishing weapons.)

<Scene: A village in the Westfold. Morwen is saddling a horse.>

Morwen: Eothain, Eothain. You take your sister. You'll go faster with just two.

(The children mount the horse.)

Freda: Papa says Eothain must not ride Garulf. He is too big for him.

Morwen: Listen to me. You must ride to Edoras and raise the alarm. Do you understand me?

Eothain: Yes, mama.

Freda: I don't want to leave. I don't want to go, Mama.

Morwen: Freda, I will find you there. (Sees advancing army.) Quickly. (The children ride off.) (Whispered) Go child.

(Screaming the wild men over run the village, the children stop at the crest of a hill and look back, then ride on.)

Saruman (v.o.): Rohan, my lord, is ready to fall

<Scene: Riders return to Edoras, Eomer holds Theodred in the saddle in front of him. Then Eowyn enters Theodred's chamber. Eomer is at his bedside.>

Eowyn: Theodred.

(Eomer looks grimly at Eowyn and nods toward Theodred's wound, Eowyn looks, realizes it is fatal and looks grimly back.)

<Scene: Eowyn stands before Theoden's dais.>

Eowyn: Your son is badly wounded, my lord.

(Eomer steps up to the throne.)

Eomer: He was ambushed by Orcs. If we don't defend our country, Saruman will take it by force.

Grima: (Appearing from behind a column) That is a lie! Saruman the White has ever been our friend and ally.

Theoden: (strained) Grima... Grima... (he mutters unintelligibly.)

Eomer: Orcs are roaming freely across our lands. Unchecked, unchallenged, killing at will. Orcs bearing the white hand of Saruman.

(He tosses an orc helmet on the dais, which rolls over to reveal the insignia of the white hand.)

Grima: Why do you lay these troubles on an already troubled mind? Can you not see? Your uncle is wearied by your malcontent... your... warmongering.

Eomer: Warmongering?

(The scene shifts away from the throne. Eomer has Grima by the throat, pushed against a column.)

Eomer: How long is it since Saruman bought you? What was the promised price, Grima? When all the men are dead, you would take your share of the treasure? (Grima's eyes follow Eowyn as she leaves the hall.)

Eomer: (Drags Grima's face back to meet his eyes.) Too long have you watched my sister, too long have you haunted her steps.

B3C6+19 Gandalf: "How long is it since Saruman bought you? What was the promised price? When all the men were dead, you were to pick your share of the treasure, and take the woman you desire? Too long have you watched her under your eyelids and haunted her steps."

Grima: You see much Eomer, son of Eomund. Too much.

(Grima's lackeys grab Eomer. He is held and punched in the stomach.)

Eomer: Argh!

Grima: You are banished forth with from the kingdom of Rohan. Under pain of death.

Eomer: No! (Grima's lackeys drag him away.)

<Scene: A brief glimpse Uruks running with Merry and Pippin. Then Aragorn, Legolas and Gimli continue their pursuit of the Uruks over the plains of Rohan.>

Gimli: Keep breathing! That's the key. Breathe. Hoo.

Legolas: They run as if the very whips of their masters were behind them.

B3C2+9 Legolas: The Orcs have run before us, as if the very whips of Sauron were behind them.

(Aragorn, Legolas, and Gimli continue running through the mountains. The sun sets.)

<Scene: Twilight near the forest. The Orcs come to a stop and toss the Merry and Pippin on the ground.>

Snotty Orc: We're not goin' no further 'til we've had a breather!

Ugluk: Get a fire going!

Pippin: Merry! Merry! (Crawling over to Merry.)

Merry: I think we might have made a mistake leavin' the Shire, Pippin.

(The Uruks start cutting down trees, an eerie moaning sound can be heard.)

Pippin: What's making that noise?

Merry: It's the trees. (He sits up.)

Pippin: What?

Merry: You remember the Old Forest, on the borders of Buckland. Folk used to say there was something in the water that made the trees grow tall... and come alive.

B1C6+1 "Everything in it [The Old Forest] is very much more alive,..."

Pippin: Alive?

Merry: Trees that could whisper, talk to each other. Even move!

B1C6+1 "I thought all the trees were whispering to each other, passing news and plots along in an unintelligible language; .... They do say the trees do actually move, ..."

Mauhur: I'm starvin'. We ain't had nothing but maggoty bread for three stinkin' days.

Snaga: Yeah! Why can't we have some meat?!? What about them? (He eyes Merry and Pippin.) They're fresh!

Ugluk: They are NOT for eating.

(He drags Merry and Pippin to their feet and holds them.)

Grishnakh: What about their legs? They don't need those. Oh, they look tasty!

B3C3+16 "I don't need the help of your legs to get you away -- and have you all to myself!"

(Merry and Pippin look concerned.)

Ugluk: Get back scum!

Orc: Carve them up!

Snaga: Just a mouthful.

(Ugluk decapitates the Snaga.)

Ugluk: Looks like meat's back on the menu, boys!

(Merry and Pippin are shoved aside in the rush to disembowel and consume the dead Orc. They stare in horror.)

Merry: Pippin, let's go!

(They begin to crawl away. Merry is stepped on.)

Pippin: OH! (Rolls over.)

Grishnakh: (Looms over them, and grasps Pippin by the face.) Go on. Call for help. Squeal. No one's gonna save you now!

Merry: Pippin!

(The Riders of Rohan attack the orcs. Grishnakh is skewered by a lance. Merry and Pippin keep crawling. A horse rears directly over Pippin.)

(Pippin screams.)

<Scene: Aragorn, Legolas and Gimli are running at sunrise>

Legolas: A red sun rises. Blood has been spilled this night.

B3C2+9 Legolas: "It is a red dawn."

(They hear the whinnying of horses. They hide behind some rocks. The Rohirrim approach.)

Aragorn: (Stepping into the open.) Riders of Rohan! What news from the Mark?

B3C2+14 Aragorn: "What news from the North, Riders of Rohan?"

(On direction from their leader the Rohirrim wheel and form up surrounding the three in a tight circle with spears aimed down at them.)

Eomer: What business does an elf, a man and a dwarf have in the Riddermark? Speak quickly!

B3C2+14 Eomer: "Who are you, and what are you doing in this land?"

Gimli: Give me your name, horse master, and I shall give ya' mine.

B3C2+15 Gimli: "Give me your name, horse-master, and I will give you mine, and more besides"

(Handing his spear to his Lieutenant, Eomer dismounts and approaches Gimli.)

Eomer: I would cut off your head, dwarf, if it stood but a little higher from the ground.

B3C2+16 Eomer: "I would cut off your head, beard and all, Master Dwarf, if it stood but a little higher from the ground"

(Faster than the eye can see, Legolas draws, nocks and aims an arrow at Eomer. The Riders react by drawing closer with their spears.)

Legolas: You would die before your stroke fell.B3C2+16

(Aragorn pushes Legolas bow aside.)

Aragorn: I am Aragorn, son of Arathorn. This is Gimli, son of Gloin, and Legolas of the Woodland Realm. We are friends of Rohan and of Theoden your king.

B3C2+16 "I am Aragorn son of Arathorn, and am called Elessar, the Elfstone, Dunadan, the heir of Isildur Elendil's son of Gondor."

B2C2+15 Gimli: "Then Eomer son of Eomund, Third Marshal of Riddermark, let Gimli the Dwarf Gloin's son warn you against foolish words."

B3C2+15 "One only of us is an Elf, Legolas from the Woodland Realm in distant Mirkwood."

B3C2+23 "Nor indeed am I a stranger, for I have been in this land before, more than once, and ridden with the host of the Rohirrim, though under other name and in other guise. You I have not seen before, for you are y oung, but I have spoken with Eomund your father, and with Theoden son of Thengel."

Eomer: (Removing his helmet) Theoden no longer recognizes friend from foe. Not even his own kin. Saruman has poisoned the mind of the king and claimed lordship over these lands. My company are those loyal to Rohan, and for that we are banished. The white wizard is cunning. He walks here and there, they say, as an old man hooded and cloaked. And everywhere his spies slip past our nets.

B3C2+21 "He [Saruman] has claimed lordship over all this land ...."

B3C2+21 "... He [Saruman] is a wizard both cunning and dwimmer-crafty, ... He walks here and there, they say, as an old man hooded and cloaked, ... His spies slip through every net,..."

Aragorn: We are no spies. We track a pack of Uruk-Hai westward across the plain. They've taken two of our friends captive.

B3C2+17 "You heard that we are pursuing an orc-host that carried off our friends."

Eomer: The Uruks are destroyed. We slaughtered them during the night. B3C2+17

Gimli: But there were two hobbits. Did you see two hobbits with them?

B3C2+18 "Our friends were hobbits."

B3C2+17 Aragorn: "Were there no bodies other than those of orc-kind?"

Aragorn: They would be small, only children to your eyes. B3C2+17

Eomer: We left none alive. We piled the carcasses and burned them.

B3C2+22 "I would swear that no Orc escaped after we sighted them."

B3C2+18 "... then we piled the carcases and burned them, as is our custom."

(Smoke is seen rising on the fields, viewed between two horses.)

Gimli: Dead?

Eomer: I am sorry. (Whistles) Hasufel, Arod. (Two horses walk to him.) May these horses bear you to better fortune than their former masters. Farewell. (He mounts his horse.) Look for your friends, but do not trust to hope. It has forsaken these lands. We ride north!

B3C2+24 "Hasufel is his name.... May he bear you well and to beter fortune than Garulf, his late master!"

B3C2+24 Narrative: "A smaller and lighter horse, but restive and firey , was brought to Legolas. Arod was his name."

B2C2+24 "Farewell, and may you find what you seek!"

B3C2+22 "Hope does not remain."

(The Rohirrim gallop away to the north. Aragorn rides Hasufel and Legolas rides Arod with Gimli behind him. They ride toward the smoke.)

<Scene: The companions ride over the hill and find a pile of smoldering orc bodies. A gruesome orc-head is impaled on a stake. Aragorn and Legolas scan the area; Gimli digs through the pile with his ax.>

Gimli: It's one of their wee belts. (He turns grief-stricken to the others.)

Legolas: Hiro hyn hidh ab 'wanath. [May they find peace after death.]

(Aragorn kicks a stray helmet and falls to his knees with a scream of rage and grief.)

Gimli: We've failed them.

(Aragorn looks closely at a patch of ground in front of him. He starts to make out what had happened during the night's massacre.)

Aragorn: A hobbit lay here. (Looking further) And the other. (Horse rearing, Pippin screaming, just in time he rolls aside.) They crawled. (Merry and Pippin combat crawling.) Their hands were bound. (Pippin saws madly at his bonds then helps Merry remove his.) (Aragorn picks up a piece of rope.) Their bonds were cut. (Merry and Pippin run, dodge under a horse, and a falling orc.) (Aragorn continues to follow marks on the ground.) They ran over here. They were followed. (Grishnakh grabs Merry's belt.)

B3C5+1 "And see! there are some pieces of cut cord lying nearby!"

Pippin: The belt!

(Merry releases his knife belt and runs on leaving the Grishnakh holding the belt.)

Merry: Run!

Aragorn: The tracks lead away from the battle... into Fangorn Forest.

(Merry and Pippin run toward Fangorn.)

(Camera pulls away to reveal dark tangled trees just beyond the three companions.)

Gimli: Fangorn. What madness drove them in there?

B3C5+3 Aragorn: "We must not be daunted by Fangorn, since need drove them into that dark place."

<Scene: The shot pans from Aragorn, Legolas & Gimli into forest to Merry and Pippin who are running in Fangorn Forest.>

(The panting hobbits run through the forest and collapse momentarily to catch their breath.)

Pippin: Did we lose him? I think we lost him.

(The sound of pursuit is heard.)

Grishnakh: I'm gonna rip out your filthy little innards. (Merry and Pippin run in fear.)

Grishnakh: Come here!

Merry: Trees. Climb a tree.

(They both make it up into a tree.)

Merry: (Looking around smiling) He's gone.

(As Merry looks around, he's pulled down from behind. He fights off the Orc and gives him a good swift kick in the face.)

Pippin: Merry!

(Treebeard opens his eyes Pippin, turning back from watching Merry is startled enough to loose his grip on the branches. Treebeard catches him as he falls.)

Grishnakh: Let's put a maggot hole in your belly.

B6C1+10 I'll put red maggot-holes in your belly first.

(Treebeard lifts up his foot and squashes the Orc.)

Pippin: Run, Merry!

(Treebeard picks up Merry.)

Treebeard: Little Orcs. Bur arum.

B3C+4 "if I had seen you before I had heard you, I should have just trodden on you, taking you for little Orcs..."

Pippin: It's talking, Merry. The tree is talking.

Treebeard: Tree? I am no tree. I am an Ent.

B3C4+4 Treebeard: "Well, I am an Ent, or that's what they call me."

Merry: A tree herder! A shepherd of the forest!

B3C4+9 Treebeard: "We are tree-herds, we old Ents."

Pippin: Don't talk to it, Merry. Don't encourage it.

Treebeard: Treebeard some call me.

B3C4+4 Treebeard: "... Treebeard others make it."

Pippin: And... whose side are you on?

B3C4+6 "... and which side you are on?"

Treebeard: Side? I am on nobody's side because nobody is on my side, little orc. Nobody cares for the woods anymore.

B3C4+15 "I am not altogether on anybody's side, becaue nobody is altogether on my side, if you understand me: nobody cares for the woods as I care for them, not even Elves nowadays."

Merry: We're not orcs. We're hobbits.B3C4+5

Treebeard: Hobbits? Hmm. Never heard of a hobbit before. Sounds like orc mischief to me. They come with fire, they come with axes. (In his anger he squeezes Merry and Pippin causing them to struggle.) Gnawing, biting, breaking, hacking, burning! Destroyers and usurpers, curse them!

B3C3+4 "What are you, I wonder? I cannot place you. You do not seem to come in the old lists that I learned when I was young."

B1C7+9 "Tom's words laid bare the hearts of trees and their thoughts, which were often dark and strange, and filled with hatred of things that go free upon the earth, gnawing, biting, breaking, hacking, burning: destroyers and usurpers.

Merry: No! You don't understand. We're hobbits. Halflings. Shire folk.

Treebeard: Maybe you are, and maybe you aren't. The White Wizard will know.

Pippin: The White Wizard?

Merry: Saruman.

(Treebeard drops them in front of glowing white figure; they look up from the ground in shock.)

<Scene: Gollum leads Frodo and Sam out of the Emyn Muil.>

Gollum: (Panting) See, see. We've led you out! (The dead marshes can be seen in the distance.) Hurry hobbitses, hurry. Very lucky we find you.

B4C1+21 "Very lucky you found Smeagol, yes."

Gollum: (As Sam passes him.) Nice hobbit.

B4C1+16 "... nice hobbits."

(Sam's foot lands in the foul marsh water.)

Sam: Oh! It's a bog. He's lead us into a swamp.

Gollum: A swamp. Yes, yes, come master, we will take you on safe paths through the mist.

B4C2+7 Gollum: "He can take you through the marshes, through the mists."

(A long view of a vast swamp in the midst of which three tiny figures can barely be seen.)

Gollum: Come hobbits, come! We go quickly. I found it; I did, the way through the marshes. Orcs don't use it, Orcs don't know it. They go 'round for miles and miles. Come, quickly. Soft and quick as shadows we must be.

B4C2+21 "Off we go! There's only one way across between the North-end and the South-end. I found it, I did. Orcs don't use it, Orcs don't know it. Orcs don't cross the Marshes, they go round for miles and miles."

B4C+15 "Then we can go quickly. Soft and quick as shadows we must be!"

(Gollum and the hobbits continue through the Marsh. Sam sees a dead face in the water.)

Sam: There are dead things, dead faces in the water.B4C2+10

Gollum: All dead. All rotten. Elves and men and Orcses. A great battle long ago. The Dead Marshes. Yes, yes, that is their name. This way. Don't follow the lights.

B4C2+10 "All dead, all rotten. Elves and Men and Orcs. The Dead Marshes. There was a great battle long ago, ..."

B4C2+10 "The Dead Marshes, yes, yes: that is their name.... You should not look in when the candles are lit."

Sam: Oh!

(He slips and gets a foot wet in the water.)

Gollum: Careful now. Or hobbits go down to join the dead ones, and light little candles of their own.

B4C2+11 "Very carefully! Or hobbits go down to join the Dead ones and light little candles. Follow Sméagol! Don't look at lights!"

(Frodo trails behind and becomes engrossed in looking straight into the water. He begins to fall in.)

Sam: Frodo! (Frodo falls into the water.)

(Frodo is now in the realm under the water, surrounded by ghostly images. After some terrifying moments, a hand pulls him out of the water. Gollum drags him onto dry land.)

Frodo: (Gasping and spitting water) Gollum?

Gollum: Don't follow the lights. (He turns and continues away.)

Frodo: Gollum.

Sam: (Running to Frodo's side and grabbing his shoulder.) Frodo! Are you all right?

<Scene: Evening in the Dead Marshes. Sam is asleep, while Frodo remains awake.>

(Frodo strokes the Ring in the palm of his hand. It rings faintly as he touches it.)

Gollum: (Crouched a little ways away, imitating stroking motions in his own hand.) So bright, so beautiful, our Precious.

Frodo: What did you say? (Turning in surprise.)

Gollum: Master should be resting. Master needs to keep up his strength.

Frodo: Who are you? (Rises and approaches Gollum from behind.)

Gollum: Mustn't ask us, not its business. Gollum, Gollum

The Hobbit C2+12 "It mustn't ask us," shrieked Gollum. "Not its business, no, gollum!"

Frodo: Gandalf told me you were one of the river folk.

B1C2+14 Gandalf: "...there lived by the banks of the Great River on the edge of the Wilderland a clever-handed and quiet little people."

Gollum: Cold be heart and hand and bone,
Cold be travelers far from home.

B1C8+8 Wight: "Cold be hand and heart and bone, and cold be sleep under stone:"

Frodo: He said your life was a sad story. (He moves to Gollum's side.)

Gollum: They do not see what lies ahead
When sun has failed and moon is dead.

B1C8+8 Wight: "never more to wake on stony bed, never, till the Sun fails and the Moon is dead."

Frodo: (Coming around in front of Gollum.) You were not so very different from a hobbit once. Were you? Smeagol.

B1C2+14 Gandalf: "I guess they were of hobbit-kind;"

Gollum: (Startled) What did you call me?

Frodo: That was your name once. Wasn't it? A long time ago.

Gollum: Name? My name. (A rush of emotions plays across his face, then he smiles.) S-S-Smeagol.

(They are startled by the loud shriek of a Nazgul.)

Sam: (Shocked awake.) Black Riders! (Sam jumps up and runs to hide with Gollum who is cowering under a bush.)

Gollum: Hide! Hide!

Frodo: ARGH! (He grabs his shoulder, and sees a vision of the Witch King at Weathertop.)

(Sam turns back and drags Frodo with him.)

Sam: Come on, Frodo. Come on!

(They join Gollum under the bush as Nazgul swoops above.)

Gollum: Quick! They will see us. They will see us.

B4C2+13 Gollum: "They see everything, everything. Nothing can hide from them. "

Sam: I thought they were dead.

Gollum: Dead? No, you cannot kill them. No.

(SCREAM - ROAR! The Nazgul clutches reins in his armored hands. He is shown riding a fell beast.)

Gollum: Wraiths! Wraiths on wings. They are calling for it. They are calling for the Precious. B4C2+13

(Frodo's hand searches for the Ring, Sam takes Frodo's hand in his in order to help him refrain from putting the Ring on.)

Sam: Mr. Frodo. It's all right. I'm here.

(SCREAM-ROAR! --The Nazgul flies away.)

Gollum: Hurry hobbits. The Black Gate is very close.

<Scene: The hunters in Fangorn Forest.>

(Gimli finds some black substance on a leaf and tastes it.)

Gimli: Pttht. Orc blood.

(They continue through the forest, examining the ground.)

Aragorn: These are strange tracks.

B3C5+5 "But there are other marks, very strange marks, which I do not understand."

Gimli: The air is so close in here.

B3C5+4 "I feel the air is stuffy"

Legolas: This forest is old. Very old. Full of memory... and anger.

B3C5+4 "It is old, very old.... It is old and full of memory."

B3C5+4 "There is no malice here; but there is watchfulness, and anger."

(Gimli raises his axe.)

Legolas: The trees are speaking to each other.

Aragorn: Gimli! Lower your axe. (Gimli lowers it.)

Legolas: Aragorn, Nad no ennas! [Something is out there.]

Aragorn: Man cenich? [What do you see.]

Legolas: The White Wizard approaches.

Aragorn: Do not let him speak. He will put a spell on us.

B3C5+6 Gimli: "Do not let him speak, or put a spell on us."

(Aragorn puts his hand to his sword hilt. Legolas strokes the feathers of an arrow.)

Aragorn: We must be quick. (He spins around, pulling his sword.) Argh!

(Gimli throws a small axe. The Wizard deflects it. Legolas lets loose an arrow, and it too is deflected. Aragorn's sword becomes hot. He drops it. A bright light makes it difficult to see the White Wizard.)

Gandalf: You are tracking the footsteps of two young hobbits.B3C5+8

Aragorn: Where are they?

B3C5+8 Gimli: "Speak! Tell us where you have hidden our friends! What have you done with them?"

Gandalf: They passed this way, the day before yesterday. They met someone they did not expect. Does that comfort you?

B3C5+8 Gandalf: "Well, they climbed up here the day before yesterday; and they met someone that they did not expect. Does that comfort you?"

Aragorn: Who are you? Show yourself.

(Gandalf moves so that he is revealed.)

Aragorn: It cannot be. (Legolas kneels. Gimli bows.) You fell.

Gandalf (v.o.): Through fire and water from the lowest dungeon to the highest peak I fought with the Balrog of Morgoth.

B3C5+18 "His fire was about me. I was burned. Then we plunged into the deep water and all was dark."

B3C5+18 "We fought far under the living earth, where time is not counted."

B3C5+18 "From the lowest dungeon to the highest peak it [the Endless Stair] climbed...."

(Gandalf battles the Balrog. He holds Glamdring to the sky where it is struck by a bolt of lightning, then strikes the Balrog.)

Balrog: ROAR!

(White fire flashes as he strikes. The Balrog falls from the peak to land many feet below.)

Gandalf: Until at last I threw down my enemy and smote his ruin upon the mountain side. (View of Balrog then Gandalf lying in the snow.) Darkness took me. (Shot of Gandalf's eye showing stars and lights.) And I strayed out of thought and time. The stars wheeled overhead and every day was as long as a life age of the earth. But it was not the end. (Camera zooms out from Gandalf's eye. He is naked and his hair and beard are now completely white. He gasps, as if remembering to breathe again.) I felt life in me again. I've been sent back, until my task is done.

B3C5+19 "I threw down my enemy, and he fell from the high place and broke the mountain-side where he smote it in his ruin. Then darkness took me, and I strayed out of thought and time, and I wandered far on roads that I will not tell."

B3C5+19 "There I lay staring upward, while the stars wheeled over, and each day was as long as a life-age of the earth."

B3C5+19 "'Do not let me fall!' I gasped, for I felt life in me again."

B3C5+19 "Naked I was sent back -- for a brief time, until my dask was done."

Aragorn: Gandalf?

Gandalf: Gandalf? Yes. That was what they used to call me. Gandalf the Grey. That was my name.

B3C5+9 "Gandalf,' the old man repeated, as if recalling from old memory a long disused word. 'Yes, that was the name. I was Gandalf."

Gimli: Gandalf.

Gandalf: I am Gandalf the White. And I come back to you now, at the turn of the tide.

B3C5+9 Gandalf: "Yes, I am white now"

B3C5+9 Gandalf: "We meet again. At the turn of the tide. The great storm is coming, but the tide has turned."

(Gandalf and the companions leave the forest.)

Gandalf: One stage of your journey is over, another begins. War has come to Rohan. We must run to Edoras with all speed.

B3C5+17 "But the quest of your companions is over. Your next journey is marked by your given word. You must go to Edoras and seek out Theoden in his hall. For you are needed.... There is war in Rohan, and worse evil: it goes ill with Theoden.... To Edoras! I go thither also."

(The four travel back to the edge of the forest where Arod and Hasufel are found. Gandalf lets out a long whistle. Shadowfax appears across the plain and runs toward him.)

Legolas: That is one of the Mearas, unless my eyes are cheated by some spell.

B3C6+4 Guard at Edoras: "He is one of the Mearas, unless our eyes are cheated by some spell."

Gandalf: Shadowfax. He is the lord of all horses... (Shadowfax stops before Gandalf and nods.) ... and has been my friend through many dangers. (Gandalf smiles and strokes Shadowfax affectionately.)

B3C5+21 "That is Shadowfax. He is chief of the Mearas, lords of horses...."

(The riders gallop South across Rohan.)

<Scene: Merry and Pippin now ride more comfortably on Treebeard's limbs as he strides through the forest.>

Treebeard: My home lies deep in the forest near the roots of the mountain. I told Gandalf I would keep you safe and, safe is where I'll keep you. The trees have grown wild and dangerous. Anger festers in their hearts. They will harm you if they can. There are too few of us now, too few of us Ents left to manage them.

B3C4+7 "To my home, or one of my homes."

B3C4+12 "Anyhow, we are near the roots of the Last Mountain."

B3C4+9 "And then there are some trees in the valleys under the mountains, sound as a bell, and bad right through. That sort of thing seems to spread. There used to be some very dangerous partsin this country. There are still some very black patches."

B3C4+18 "What a pity there are so few of us!"

<Scene: With difficulty Sam and Frodo make their way up the side of a rock face as the pans on Sam's pack bang against each other.>

Gollum: (On top of the rock) The Black Gate of Mordor.

Sam: (As he and then Frodo scramble to the brink and view the enormous Gate.) Oh, save us. My old Gaffer'd have a thing or two to say if he could see us now.

B4C3+1 "My word, but the Gaffer would have a thing or two to say, if he saw me now!"

Gollum: Master says to show him the way into Mordor. So good Smeagol does, Master says so.

B4C3+2 "Master said so. Master says: Bring us to the Gate. So good Sméagol does so. Master said so, wise master."

Frodo: I did. B4C3+2

Sam: That's it then. We can't get passed that.

B4C3+1 "Well here we are! Here's the Gate, and it looks to me as if that's about as far as we are ever going to get."

(The men of Rhun approach the Black Gates. A horn is blown. Trolls open the gate.)

Sam: Look! The gate. It's openin'.

(He moves toward the cliff-edge.)

Sam: I can see a way down. (The rock cracks and pitches over the edge with Sam.)

Frodo: Sam! No!

Sam: Ah!

(Frodo scrambles down hill after Sam.)

Gollum: Master!

(Two Easterlings see the dust and close in to inspect, while others march on. Frodo finds Sam buried to the waist in gravel. He tugs at him but cannot free him. The Easterlings approach. In desperation, Frodo covers himself and Sam with his elven cloak. They watch the feet of the Easterlings stopped just inches away. When the Easterings see only rocks, they shrug and depart. Frodo casts the cloak off and frees Sam from the gravel. They scramble to some rocks and watch the army file in. Sauron's forces chant and yell. Frodo is poised ready to run for the gates behind the army, before they close.)

Frodo: I do not ask you to come with me, Sam.(He prepares to go over the rock to get to the gate.)

B4C3+2 "I do not ask anyone to go with me."

Sam: I know, Mr. Frodo. (Stepping onto a rock beside him.) I doubt even these elvish cloaks will hide us in there. (Prepares to climb over too.)

Frodo: NOW!

(As they lunge forward Gollum grabs them both, dragging them back to the ground.)

Gollum: No. No, master, don't. They catch you. They catch you! (Frodo tries again, again Gollum drags him back.) Don't take it to him. He wants the Precious. Always, he's looking for it. And the Precious is wanting to go back to him. (Gollum turns away and his voice becomes more sinister.) But we mustn't let him have it.

B4C3+2 "Don't take the precious to Him!"

(A horn blows. Gollum stops Frodo again.)

Gollum: No! There's another way. More secret. A dark way. (Gollum paws at Frodo.)

B4C3+3 "There is another way. O yes, indeed there is. Another way, darker, more difficult to find, more secret."

Sam: (Grabbing Gollum by the arm.) Why haven't you spoken of this before!

B4C3+3 Frodo: "You have not spoken of this before."

Gollum: Because Master did not ask.

B4C3+3 "No. Master did not ask."

Sam: He's up to somethin'.

Frodo: Are you saying there's another way into Mordor?

B4C3+3 "Another way!"

Gollum: Yes. There's a path and some stairs. And then... a... tunnel.

B4C3+9 "A little path leadingup into the mountains, and then a stair, a narrow stair. O yes, very long and narrow. And then more stairs. And then... a tunnel, dark tunnel...."

(The gate closes.)

Frodo: He's led us this far, Sam.

Sam: Mr. Frodo, no.

Frodo: He's been true to his word.

B4C3+5 "So far you have deserved well of me and kept your promise truly."

Sam: No!

Frodo: Lead the way, Smeagol.

B4C3+15 "Well Smeagol, the third turn may turn the best. I will come with you."

(Gollum looks worshipfully at Frodo.)

Gollum: Good Smeagol. Always helps.

B4C3+3 "Smeagol very good, always helps"

<Scene: Gandalf and the companions ride toward Edoras, as Edoras comes into view they halt.>

Gandalf: Edoras, and the Golden Hall of Meduseld.

(Shot of the throne and Eowyn kneeling by Theoden.)

Gandalf (v.o.): There dwells Theoden, King of Rohan, whose mind is overthrown. Saruman's hold over King Theoden is now very strong.

Eowyn: My lord, your son. He is dead. My lord. Uncle? Will you not go to him? Will you do nothing?

(Return to Gandalf, Aragorn, Legolas and Gimli on their horses.)

Gandalf: Be careful what you say. Do not look for welcome here.

(They ride on.)

<Scene: Theodred's room. Theodred lies dead, and Eowyn holds his hand and cries.>

(Grima enters.)

Grima: Oh, He... he... m-m-must have died s-s-sometime in the night. What a tragedy for the King to loose his only son and heir. I understand his parting is hard to accept especially now that you brother has deserted you. (Grima sits on the bed.)

(Eowyn rises and backs away from the bed.)

Eowyn: Leave me alone, snake!

Grima: Oh, but you are alone. Who knows what you've spoken to the darkness in bitter watches of the night. (He rises and approaches her.) When all your life seems to shrink, the walls of your bower closing in about you. A hutch to trammel some wild thing. (He touches her cheek.) So fair. So cold. Like a morning of pale spring still clinging to winter's chill.

B5C8+12 Gandalf: "But who knows what she spoke to the darkness, alone, in the bitter watches of the night, when all her life seemed shrinking, and the walls of her bower closing in about her, a hutch to trammel some wild thing in?"

B3C6+12 Thus Aragorn for the first time in the full light of day beheld Eowyn, lady of Rohan, and thought her fair, fair and cold, like a morning of pale spring that is not yet come to womanhood.

B6C5+2 it seemed to him [Faramir] that something in her softened, as though a bitter frost were yielding at the first faint presage of Spring.

Eowyn: (Disgusted) Your words are poison! (She leaves the room.)

B5C8+11 Gandalf: "Think you that Wormtongue had poison only for Theoden's ears?"

(Eowyn runs out to the veranda and sees riders approaching. A gust pulls a flag from it's pole and it is carried on the wind. It falls to the ground near Aragorn as he reaches the gate to Edoras.)

(The villagers are dressed in black. They look forlorn as the riders come through town.)

Gimli: You'll find more cheer in a graveyard.

(The companions reach the top of the stairs at Meduseld and are greeted by Hama and other guards.)

Gandalf: Ah!

Hama: I cannot allow you before Theoden King so armed, Gandalf Greyhame. By order of... Grima Wormtongue.

(Everyone surrenders his weapons.)

Hama: Your staff. B3C6+7

Gandalf: Hm. Oh! You would not part an old man from his walking stick?

B3C6+7 Aragorn: "But would you part an old man from his support?"

(Hama nods and lets them go in. Gandalf winks at Aragorn. Legolas gives Gandalf his arm for support. They walk into the hall. As they approach the throne, Grima is sitting next to Theoden.)

Grima: My lord, Gandalf the Grey is coming. He's a herald of woe.

B3C6+9 Theoden: "You have ever been a herald of woe."

Gandalf: The courtesy of your hall is somewhat lessened of late, Theoden King.

B3C6+10 "The courtesy of your hall is somewhat lessened of late, Théoden son of Thengel."

Grima: (Speaking into Theoden's ear) He is not welcome.

B3C6+9 Theoden: "But truth to tell your welcome is doubtful here."

Theoden: Why should I welcome you, Gandalf Stormcrow? B3C6+9

Grima: (Rising) A just question my liege. Late is the hour in which this conjurer chooses to appear. Lathspell I name you. Ill-news is an ill guest.

B3C6+9 "You speak justly, lord.... Such is the hour in which this wanderer chooses to return. Why indeed should we welcome you, Master Stormcrow? Láthspell I name you, Ill-news; and ill news is an ill guest they say."

Gandalf: Be silent! Keep your forked tongue behind your teeth. I have not passed through fire and death to bandy crooked words with a witless worm.

B3C6+11 "A witless worm have you become. Therefore be silent, and keep your forked tongue behind your teeth. I have not passed through fire and death to bandy crooked words with a serving-man till the lightning falls."

Grima: His staff. I told you to take the wizard's staff!

B3C6+11 "Did I not counsel you, lord, to forbid his staff?"

(Grima's lackeys move toward Gandalf. Aragorn, Legolas and Gimli intervene and knock them down.)

Gandalf: Theoden! Son of Thengel. Too long have you sat in the shadows.

B3C6+11 "Now Théoden son of Thengel.... Too long have you sat in shadows and trusted to twisted tales and crooked promptings."

Gimli: I would stay still if I were you. (He places a foot on a crawling Grima.)

(Gandalf approaches Theoden.)

Gandalf: Hearken to me. I release you... from this spell.

B3C6+11 "...will you hearken to me?"

(During this exchange, Theoden's voice resembles that of Saruman.)

Theoden: (With a wicked laugh.) You have no power here... Gandalf the Grey! (Gandalf throws off his gray cloak.) Argh!

Gandalf: I will draw you, Saruman, as poison is drawn from a wound.

Theoden: ACK... ARGH.

(Eowyn runs toward Theoden, but Aragorn stops her.)

Aragorn: Wait.

Theoden: If I go, Theoden dies.

Gandalf: You did not kill me. You will not kill him.

Theoden: Rohan is mine!

Gandalf: Be gone! HA!

Theoden: URGH!

(Theoden stiffens and Saruman slides across the floor of Orthanc, a black mark is on his forehead. Back in Meduseld, Eowyn runs to Theoden. Theoden begins to lose the look of extreme age.)

Theoden: Ahhh! (Wrinkles disappear, and Theoden's eyes clear.)

Theoden: I know your face. Eowyn. Eowyn. (Turns to look around.) Gandalf?

Gandalf: Breathe the free air again, my friend.

B3C6+11 "Now, lord... look out upon your land! Breathe the free air again!"

Theoden: Dark have been my dreams of late. (Theoden stands carefully, looking unsure.) B3C6+13

Gandalf: Your fingers would remember their old strength better, if they grasped your sword.

B3C6+13 "Your fingers would remember their old strength better, if they grasped a sword-hilt."

(Hama brings him his sword. Theoden pulls it from its scabbard. He stands taller, and then looks around. His eyes land on Grima who shudders.)

<Scene: The Veranda. Hama and another Rider toss Grima out; he rolls down the steps.>

Grima: Argh! Ow!

(King Theoden follows him down the stairs with his sword drawn.)

Grima: I've only ever served you, my lord. (As he tries to slink away backwards.)

Theoden: Your leechcraft would have had me crawling on all fours like a beast!

B3C6+18 "Your leechcraft ere long would have had me walking on all fours like a beast."

Grima: Send me not from your side. B3C6+18

(Theoden readies to kill Grima with his sword, Aragorn grabs his hand.)

Aragorn: No, my lord! No, my lord. Let him go. Enough blood has been spilt on his account.

(Grima scrambles to his feet and runs toward the gates, pushing aside bystanders.)

Grima: Get out of my way!

Villager: Hail! Theoden King!

(Grima rides out of the city.)

(The people kneel to their King. Aragorn also kneels.)

Theoden: (Turning, looking at those around him.) Where is Theodred? Where is my son?

<Scene: Theoden holds a flower and lets it go. He and Gandalf are standing near the tombs outside Edoras.>

Theoden: Simbelmyne. Ever has it grown on the tombs of my forbearers. Now it shall cover the grave of my son. Alas that these evil days should be mine. The young perish, and the old linger. That I should live to see the last days of my house.

B3C6+2 Gandalf: "Symbelmynë in this land of Men, for they blossom in all the season of the year, and grow where dead men rest."

B3C6+14 "Alas! ...that these evil days should be mine, and should come in my old age instead of that peace which I have earned. Alas for Boromir the brave! The young perish and the old linger, withering."

Gandalf: Theodred's death was not of your making, Theoden.

Theoden: No parent should have to bury their child. (Theoden kneels and breaks down in tears.)

Gandalf: He was strong in life, his spirit will find its way to the halls of your fathers. Westu hal. Ferdu, Theodred, Ferdu. [Be thou well. Go-thou, Theodred, go-thou.]

(The two children from the Rohan village appear on a their horse on a hill. Eothain falls off. They are taken into Meduseld and given food.)

<Scene: The children are eating in Meduseld. Eowyn puts a blanket around Freda's shoulders.>

Eowyn: (Rising) They had no warning. They were unarmed. Now the wild men are moving through the Westfold, burning as they go -- rick, cot and tree.

B3C7+6 Theoden: "They bring fire, and they are burning as they come, rick, cot, and tree." Note: a rick is a haystack or stack of firewood. A cot is a small house (cottage).

Freda: Where is Mama? (Looking around the room.)

Eowyn: Shhh. (Wrapping Freda with a blanket.)

Gandalf: (Sitting on a chair next to Theoden on his throne.) This is but a taste of the terror that Saruman will unleash. All the more potent for he is driven mad by fear of Sauron. Ride out and meet him head on. Draw him away from your women and children. You must fight!

Aragorn: You have two thousand good men riding north as we speak. Eomer is loyal to you. His men will return and fight for their King.

Theoden: They will be three hundred leagues from here by now. Eomer cannot help us. I know what it is you want of me. But I will not bring further death to my people. I will not risk open war.

(Gimli eats while following the conversation with his eyes.)

Aragorn: Open war is upon you, whether you would risk it or not.

B3C2+17 Aragorn: Open war lies before him [Theoden], with Sauron or against him.

Theoden: (Turning to glare at Aragorn.) When last I looked, Theoden, not Aragorn, was King of Rohan.

(Gimli drinks from a tankard and ale streams down his mouth. He belches, then wipes his mouth with his beard.)

Gandalf: Then what is the king's decision?

<Scene: Outside Meduseld. People are preparing to evacuate.>

Hama: By order of the king, the city must empty. We make for the refuge of Helm's Deep. Do not burden yourself with treasures; take only what provisions you need.

B3C6+16 Gandalf: "Let them take provision, but delay not, nor burden themselves with treasures, great or small. It is their lives that are at stake."

(Gandalf and Aragorn rush through the street to the stables, followed by Legolas and Gimli.)

Gimli: Helm's Deep! They flee to the mountains when they should stand and fight. Who will defend them if not their king?

Aragorn: He is only doing what he thinks is best for his people. Helm's Deep has saved them in the past.

(They enter the stables.)

Gandalf: There is no way out of that ravine. Theoden is walking into a trap. He thinks he is leading them to safety. What they will get is a massacre. Theoden has a strong will, but I fear for him. I fear for the survival of Rohan. He will need you before the end, Aragorn. The people of Rohan will need you. The defenses have to hold.

Aragorn: They will hold.

(Gandalf reaches Shadowfax and strokes him.)

Gandalf: The Grey Pilgrim. That's what they used to call me. Three hundred lives of men I've walked this earth and now I have no time. With luck my search will not be in vain.

(Gandalf mounts Shadowfax.)

Gandalf: Look to my coming at first light on the fifth day. At dawn, look to the east.

Aragorn: Go.

(Gandalf rides off, passing Legolas and Gimli on his way out of the stable.)

<Scene: Inside Meduseld, Theoden's household is packing for the evacuation.>

Rohan Man: Hurry!

(Eowyn takes a sword from a trunk and unsheathes it. She holds it up and then takes a few practice swings. Aragorn appears behind her and blocks her swing with his knife.)

Aragorn: You've some skill with a blade.

(Eowyn looks startled. She disengages and swings her sword around to point at his face. Aragorn doesn't parry, but lowers his knife. He holds both hands in a neutral position. Eowyn re-sheathes her sword and turns to replace it in the trunk.)

Eowyn: The women of this country learned long ago that those without swords can still die upon them. I fear neither death nor pain.

B5C2+15 "I can ride and wield blade, and I do not fear pain or death."

Aragorn: What do you fear my lady?

B5C2+15 "What do you fear, lady?"

Eowyn: A cage. To stay behind bars until use and old age accept them. And all chance of valor has gone beyond recall or desire.

B5C2+15 "A cage.... To stay behind bars, until use and old age accept them, and chance of doing great deeds is gone beyond recall or desire."

Aragorn: You are a daughter of kings, a shield maiden of Rohan. I do not think that will be your fate.

B5C6+4

Still she did not blench: maiden of the Rohirrim, child of kings, slender but as a steel-blade, fair yet terrible.

(The people of Edoras begin the evacuation to Helm's Deep. King Theoden riding Snowmane leads his people out, and sadly watches the long line behind him)

<Scene: Grima in Orthanc with Saruman.>

Grima: (Nursing the wound on his lip with a rag.) Theoden will not stay at Edoras. It's vulnerable. He knows this. He will expect an attack on the city. They will flee to Helm's Deep. The great fortress of Rohan. It is a dangerous road to take through the mountains. They will be slow. They will have woman and children with them. (Saruman looks pleased.)

(Saruman strides through the caverns of Isengard. He approaches Sharku. The shadows of wild wargs can be seen in the wall of the pit behind Sharku.)

Saruman: Send out your Warg Riders.

(Snarls and growls.)

<Scene: Gollum is chasing a fish down stream.>

Sam: Hey Stinker, don't go gettin' too far ahead!

Frodo: (From behind him.) Why do you do that?

Sam: (Turning.) What?

Frodo: Call him names. Run him down all the time.

Sam: Because. 'Cause that's what he is, Mr. Frodo. There's naught left in him but lies and deceit. It's the Ring he wants. It's all he cares about.

Frodo: You have no idea what it did to him, what it's still doing to him. (Walks past Sam, and watches Gollum.) I want to help him, Sam.

Sam: Why?

(Gollum sits like a happy dog, perched on rocks midstream.)

Frodo: Because I have to believe he can come back.

Sam: You can't save him, Mr. Frodo.

Frodo: (Turns to Sam in fury.) What do you know about it? Nothing! (Sam walks away; Frodo calms down and feels ashamed.) I'm sorry, Sam. I don't know why I said that.

Sam: (Sam turns back to him.) I do. (Glances down at Frodo's chest.) It's the Ring. You can't take your eyes off it. I've seen you. You're not eatin'. You barely sleep. It's taken a hold of you, Mr. Frodo. You have to fight it!

Frodo: I know what I have to do, Sam. The Ring was entrusted to me. It's my task. Mine. My own! (Marches angrily past Sam.)

Sam: (Shouting after him) Can't you hear yourself? Don't you know who you sound like?

<Scene: Nightime. Frodo and Sam sleep, Frodo clutches the Ring. Gollum crouches nearby. He begins to have a conversation with himself. >

Gollum: (With an evil expression) We wants it. We needs it. Must... have... the preciouss. They stole it from us. Sneaky little hobbitses. Wicked, tricksy, false. B4C6+6

B4C2+18 "Yes! We wants it! We wants it!

Smeagol: (Sweetly) No. Not master.

Gollum: Yes, precious. False! They will cheat you, hurt you, lie.

Smeagol: Master's my friend.

Gollum: You don't have any friends. Nobody likes you.

B1C2+15 Gandalf: "It is not to be wondered at that he became very unpopular and was shuned (when visible) by all his relations."

Smeagol: (Covering his ears.) Not listening. I'm not listening.

Gollum: You're a liar, and a thief.

B1C2+15 Gandalf: "He took to thieving...."

Smeagol: No.

Gollum: Mur-der-er.

Smeagol: Go away.

Gollum: Go away?!? (Laughs manically.)

Smeagol: I hate you. I hate you.

B1C2+17 Gandalf:"He hated it and loved it, as he hated and loved himself."

Gollum: Where would you be without me? Gollum, Gollum. I saved us. It was me. We survived because of me.

Smeagol: Not... anymore. (Sits up.)

Gollum: What did you say?

Smeagol: Master looks after us now. We don't need you.

Gollum: What?

Smeagol: Leave now, and never come back.

Gollum: Nooo!

Smeagol: Leave now, and never come back.

Gollum: (Snarls.)

Smeagol: LEAVE now, and NEVER come BACK!

(Hesitates and looks around. He realizes Gollum has left, and begins to dance and jump around.)

Smeagol: We... We told him to go away, and away he goes precious. Gone, gone, gone! Smeagol is free!

<Scene: Daytime. The sun is shining and the birds are singing, Frodo dozes propped against a rock, while Sam stands lookout. Smeagol bounds up and drops two dead rabbits in Frodo's lap waking him.>

Smeagol: Look! Look! See what Smeagol finds!

(Startled, Frodo looks Gollum then at Sam and smiles. Sam does not smile back.)

Smeagol: Hee He He Ha! They are young, they are tender and they are nice, yes they are! Eat them, eat them!

B4C4+8 "They are young, they are tender, they are nice. Eat them, eat them!"

(Smeagol picks up a rabbit, cracks the spine and starts tearing the flesh. Frodo looks nauseous.)

Sam: You'll make him sick, you will! Behavin' like that. (Sam takes the rabbits away.) There's only one way to eat a brace of conies.

(Shot of pot of stew, herbs are dropped in.)

Smeagol: ARGH! What's it doing? Stupid, fat hobbit! You ruins it.

Sam: What's to ruin? There's hardly any meat on 'em. What we need is a few good taters.

B4C4+8 "I'd give a lot for half a dozen taters."

(During this exchange Frodo goes to his pack and starts removing plates. We can hear unusual bird calls.)

Smeagol: What's taters, precious? What's taters, eh?

B4C4+8 "What's taters, precious, eh, what's taters?"

Sam: Po-Ta-Toes! Boil 'em, mash 'em, stick 'em in a stew. Lovely, big golden chips with a nice piece of fried fish.

B4C4+8 "Po-ta-toes... I'll cook you some taters one of these days. I will: fried fish and chips served by S. Gamgee."

Smeagol: (sticks tongue out and spits.)

Sam: Even you couldn't say no to that.

B4C4+8 "You couldn't say no to that."

Smeagol: Oh, yes we could! Spoilin' nice fish. Give it to us raw and wriiiggggllling. (Sticks his face in Sam's.) You keep nasty chips. (Backs away.)

B4C4+8 "Yes, yes we could. Spoiling nice fish, scorching it. Give me fish now, and keep nassty chips!"

Sam: You're hopeless.

B4C4+8 "Oh, you're hopeless... Go to sleep!"

(Frodo is digging in his pack when he becomes aware of the birdcalls. He gets up and goes in search of the source of the calls.)

Sam: Mr. Frodo? (Turning to look for Frodo.)

(Sam and Smeagol find Frodo staring down at a marching army.)

Sam: Who are they?

Smeagol: Wicked men! Servants of Sauron. They are called to Mordor. The Dark One is gathering all armies to him. It won't be long now. He will soon be ready.

Frodo: Ready to do what?

Smeagol: To make his war. The last war. That will cover all the world in shadow.

Frodo: (Looking worried.) We've got to get moving. Come on, Sam. (Turns to leave.)

(Before he can leave Sam grabs Frodo's arm.)

Sam: Mr. Frodo, look. It's an Oliphaunt. (Frodo turns back. We see two oliphaunts following the soldiers.) No one at home will believe this.

B4C4+18 "Sam drew a deep breath. 'An Oliphaunt it was!' he said. 'So there are Oliphaunts, and I have seen one. What a life! But no one at home will ever believe me."

(Both smile at this pleasure. Hearing strange bird calls again, Smeagol slips away, Frodo realizes he is gone.)

Frodo: Smeagol?

(Arrows begin hitting the Southrons and we see the hooded Rangers shooting at them. One of the Oliphaunts rampages and runs toward Frodo and Sam. Faramir shoots and one of the Southron's falls from the Oliphaunt near where Frodo and Sam are hiding.)

Frodo: We've lingered here too long. (Frodo gets up and walks off; he turns around to get Sam who is watching the fighting.) Come on, Sam. (When he turns back he runs into the chest of a ranger.)

(Sam turns and seeing Frodo in the hands of a Ranger, draws his sword to defend Frodo.)

Sam: Oi!

(A Ranger throws Frodo to the ground. Another pushes Sam down and holds a sword to his neck. Faramir appears.)

Faramir: Bind their hands.

<Scene: The refugees of Edoras are making their way to Helm's Deep. Gimli, riding a horse, is talking to Eowyn who is walking.>

Gimli: It's true, you don't see many dwarf women. In fact, they are so alike in voice and appearance, that they're often mistaken for dwarf men.

(Eowyn smiles and turns back to look at Aragorn who is also riding.)

Aragorn: (Whispering and gesturing.) It's the beards.

(A large smile comes across Eowyn's face.)

Gimli: And this in turn has given rise to the belief that there are no dwarf women. And that dwarves just spring out of holes in the ground. (Eowyn and Gimli laugh) Which is of course ridiculous.

Appendix A(III)+11 It was said by Gimli that there are few dwarf women, probably no more than a third of the whole people. They seldom walk abroad except at great need. They are in voice and appearance, and in garb if they must go on a journey, so like to dwarf-men that the eyes and ears of other peoples cannot tell them apart. This has given rise to the foolish opinion among Men that there are no dwarf-women, and that the Dwarves 'grow out of stone'.

(Gimli's horse starts to gallop and he falls to the ground. Eowyn runs up to help him, laughing all the while.)

Gimli: It's all right. It's all right. Nobody panic. It was deliberate. It was deliberate.

(Eowyn helps Gimli up and brushes dirt off him. Smiling she turns towards Aragorn, who smiles himself.)

<Scene: The vision of Eowyn's face slowly fades, replaced Aragorn smoking his pipe at night.>

Arwen (v.o.): The light of the Evenstar does not wax and wane. It is mine to give to whom I will... like my heart. Go to sleep.

Aragorn: (Reclining on a divan in Rivendell) I am asleep. (Aragorn opens his eyes.) This is a dream.

Arwen: Then it is a good dream. (They kiss.) Sleep.

(Arwen steps away and looks out at the valley of Rivendell; Aragorn opens his eyes and turns to watch her.)

Aragorn: Minlu pedich nin i aur hen telitha. [You told me once... this day would come.]

Arwen: U i vethed na i onnad. Boe bedich go Frodo. Han bad lin. [This is not the end... it is the beginning. You must go with Frodo. This is your path.]

Aragorn: Dolen i vad o nin. [My path is hidden from me.]

Arwen: Si peliannen i vad na dail lin. Si boe u-dhannathach. [It is already laid before your feet. You cannot falter now.]

(Aragorn gets up and goes to her.)

Aragorn: Arwen.

Arwen: (Placing her fingers over his lips to stop his speech.) Ae u-esteliach nad, estelio han, estelio ammen. [If you trust nothing else, trust this, trust us.] (She touches the Evenstar pendant.)

<Scene: Daytime. Aragorn and Eowyn walk next to each other during the evacuation, both lead horses.>

Eowyn: Where is she? The woman who gave you that jewel?

Elrond: Our time here is ending. Arwen's time is ending. Let her go. Let her take the ship into the West. Let her bear away her love for you to the Undying Lands. There it will be evergreen.

Aragorn: But never more than a memory.

Appendix A(I.v)+7 Aragorn: "The uttermost choice is before you: to repent and go to the Havens and bear away into the West the memory of our days together that shall there be evergreen but never more than memory; or else to abide the Doom of Men."

Elrond: I will not leave my daughter here to die.

Aragorn: She stays because she still has hope.

Elrond: She stays for YOU! She belongs with her people!

Aragorn: Edra le men, men na guil edwen, haer o auth a nir a naeth. [You have a chance for another life. Away from war... grief... despair.]

Arwen: Why are you saying this?

Aragorn: I am a mortal. You are elf kind. It was a dream, Arwen, nothing more. (Aragorn holds the Evenstar pendant out to Arwen.) This belongs to you.

Arwen: It was a gift. Keep it. (She curls his fingers back around it.)

Eowyn: My lord?

Aragorn: She is sailing to the Undying Lands with all that is left of her kin.

(Hama and Gamling ride past Aragorn and Eowyn, scouting ahead of the refugees. They pass Legolas standing near the crest of a hill. Suddenly Hama's horse balks and rears.)

Gamling: What is it? Hama?

Hama: I'm not sure.

(A warg riding scout appears upon a hill above them. The warg leaps on Hama and his horse, knocking down the horse and throwing Hama.)

Hama: Screams! (Looks up and sees the wargs jaws just before he is killed.)

Gamling: Wargs!

(Legolas, who has been standing at the crest of a hill, runs up and shoots the Warg with an arrow, then cuts the throat of the rider. Aragorn runs to the crest of the hill.)

Legolas: (as he cuts an Warg Rider's throat) Ha! A scout!

(Gamling rides back toward the refugees and Aragorn runs to his horse.)

Theoden: What is it? What do you see?

Aragorn: Wargs! We're under attack! Get them out of here!

(Legolas remains on the crest of the hill, watching the approaching warg riders.)

(Fear and confusion spread amongst the refugees.)

Theoden: All riders to the head of the column.

Gimli: (Who has been walking, tries to mount Arod.) Come on, get me up here. I'm a rider. (Men help him onto Arod.)

B3C2+29 Legolas: "You will make a rider yet."

(Eowyn starts to mount the horse she is leading.)

Theoden: (to Eowyn) You must lead the people to Helm's Deep, and make haste.

Eowyn: I can fight!

Theoden: No! You must do this... for me.

Theoden to his riders: Follow me! Hya! (Rides forward to charge against the Wargs.)

Gimli: (As Arod backs up.) Forward. Charge forward!

Eowyn: Make for the lower ground.

Gimli: (Arod starts moving forward.) That's it, go on.

Eowyn: Stay together.

(Legolas begins shooting at the warg riders. As the Rohirrim crest the hill, Legolas swings himself onto Arod with Gimli while the horse is at a dead run. The Rohirrim and wargs crash into each other and begin fighting.)

(The fighting rages between the Rohirrim and the Warg Riders. Gimli falls from Arod. When he stands a warg prepares to charge him.)

Gimli: Bring your pretty face to my axe.

(Legolas rides up behind the Warg and kills it with an arrow.)

Gimli: ARRR! That one counts as mine!

(Gimli turns around to kill another warg, the warg falls on him and he is pinned underneath.)

Gimli: Stinkin' creature. (Pushing at the Warg to get it off him.) Oh, hoo!

(A warg rider appears over the top of the dead warg on top of Gimli. Gimli snaps his neck, sniffs the rider, and is disgusted. Another warg then climbs on top of the pile. Aragorn sees the problem, rides up, grabs a spear, and kills the warg before it can harm Gimli. Gimli groans as it falls on top of the pile.)

(The Rohirrim wage a battle. Members of both sides are killed or knocked off their mounts.)

(Aragorn is knocked off his horse in the battle. When another warg passes him, Aragorn jumps up behind Sharku bestowing a Glasgow kiss. Sharku knocks him off, but he grips the wargs harness and while being dragged he uses his knife to stab Sharku. Sharku pushes Aragorn away, grabbing the Evenstar pendant, and falls wounded off the warg. Aragorn is caught in the harness and cannot free himself from the warg. The warg runs headlong off a cliff, and takes Aragorn with him.)

(The battle is winding down. Wargs and warg riders are pursued and killed, or run away. Legolas begins looking around.)

(Gimli uses his ax to dispatch a wounded warg.)

Legolas: (Looking around.) Aragorn?

Gimli: (Looking around.) Aragorn?

(Legolas examines the ground near the cliff.)

(Sharku, lying wounded where he fell, laughs wickedly.)

Gimli: (Raising his ax.) Tell me what happened and I will ease your passing.

Sharku: He's... (cough)... dead! He took a little tumble off the cliff.

Legolas: (Grabbing the Sharku by his armor.) You lie!

(Sharku dies. Legolas discovers the Evenstar pendant clutched in his hand. Taking it he joins Theoden at the cliff's edge, looking for signs of Aragorn. Gimli follows. They look at the river below.)

(Gamling approaches.)

Theoden: (To Gamling.) Get the wounded on horses. The wolves of Isengard will return. Leave the dead. (Legolas looks up in shock. Theoden places a hand on his shoulder.) Come.

<Scene: The refugees approach Helm's Deep.>

Refugees: At last! Helm's Deep. There it is, Helm's Deep. We're safe. (One of the women grips Eowyn by the shoulders.) We're safe m'lady. Thank you.

(The refugees enter Helms Deep. already crowded with other evacuees. Eowyn pauses and looks around, then heads into the halls.)

Freda: Mama!

Morwen: Eothain! (The children run to Morwen.)

Morwen: Freda. (She embraces them and cries.)

<Scene: The Rohirrim, led by Theoden, enter Helm's Deep.>

Man: Make way for Theoden. Make way for the King.

Eowyn: (Runs to greet the returning warriors.) So few. So few of you have returned.

Theoden: (Dismounting) Our people are safe. We have paid for it with many lives. (Reaching up to help down an injured rider.)

Gimli: (Approaches Eowyn) My lady.

Eowyn: Lord Aragorn. Where is he?

Gimli: (Sadly) He fell.

(Eowyn looks toward the King. Tears well in her eyes.)

<Scene: Refugees stream up the causeway.>

Theoden: Draw all our forces behind the wall. Bar the gate, and set a watch on the surround.

Gamling: What of those who cannot fight, my lord? The women and children?

(Theoden, Gamling and other Rohirrim descend the steps of the Deeping Wall.)

Theoden: Get them into the caves. Saruman's arm will have grown long indeed if he thinks he can reach us here.

B2C3+21 Gimli: "His arm has grown long indeed, if he can draw snow down from the North to trouble us here three hundred leagues away."

(As they pass we see a culvert, crawling with rats and surrounded with refugees.)

Grima (v.o.): Helm's Deep has but one weakness. Its outer wall is solid rock but for a small culvert at its base, which is little more than a drain.

<Scene: Interior of Orthanc.>

Grima: (Holding a candle.) How... how can fire undo stone? What kind of device could bring down the wall?

(Grima gets a little too close to the explosives with his candle and Saruman pushes him back.)

Saruman: (Passes from one chamber, past the Palantir toward a balcony.) If the wall is breached, Helm's Deep will fall.

Grima: (Follows Saruman, his candle guttering.) Even if it is breached, it would take a number beyond reckoning, thousands, to storm the keep.

Saruman: Tens of thousands. (He Reaches his balcony.)

Saruman: But my lord, there is no such force!

(As Saruman emerges onto the balcony, a horn is heard and his vast army cheers.)

Uruk-Hai: Za dashu snaku Zigur, Durbgu nazgshu, Durbgu dashshu! [Hail, Sauron, Lord of the Ring, Lord of the Earth]

Saruman: (To the army) A new power is rising. Its victory is at hand. This night, the land will be stained with the blood of Rohan. March to Helm's Deep. Leave none alive. (Much cheering.) To war!! There will be no dawn for men.

B2C2+27 "A new Power is rising.... It's victory is at hand."

(Grima sheds one tear. The army marches away.)

<Scene: Fangorn Forest as seen from above, then Treebeard walking with the Hobbits on his shoulders.>

Pippin: Look! There's smoke to the south.

Treebeard: There's always smoke rising from Isengard these days.

B3C4+16 "There is always smoke rising from Isengard these days."

Merry: Isengard? (He recognizes the name and climbs higher in Treebeard's limbs to see Saruman's residence. Pippin follows.)

Treebeard: There was a time when Saruman would walk in my woods, but now he has a mind of metal and wheels. He no longer cares for growing things.

B3C4+16 "There was a time when he was always walking about my woods."

B3C4+16 "He has a mind of metal and wheels; and he does not care for growing things, except as far as they serve him for the moment."

(They see the valley floor nearly covered with the marching army.)

Pippin: What is it?

Merry: It's Saruman's army. The war has started.

<Scene: The River. >

(Aragorn floats gently ashore. Arwen is seen lying on her bed, and then she materializes over Aragorn who is lying on his back, and kisses him gently.)

Arwen: May the grace of the Valar protect you.

(As Aragorn opens his eyes, the vision of Arwen disappears.)

(Aragorn is on his side, now fully out of the water. A horse comes to him and nuzzles him.)

Aragorn: Brego.

(Brego kneels and Aragorn pulls himself onto Brego's back with difficulty.)

<Scene: Arwen's room in Rivendell.>

(Arwen is still lying on her bed.)

Elrond: Arwen, tollen i lu. I chair gwannar na Valannor. Si bado, no cirar. [The ships are leaving for Valinor. Go now, before it is too late.]

(Arwen sits up.)

Arwen: I have made my choice.

Elrond: He is not coming back. Why do you linger here when there is no hope.

Arwen: There is still hope.

Elrond: If Aragorn survives this war, you will still be parted. If Sauron is defeated and Aragorn made King and all that you hope for comes true, you will still have to taste the bitterness of mortality. Whether by the sword or the slow decay of time, Aragorn will die.

Elrond (v.o.): There will be no comfort for you. No comfort to ease the pain of his passing. He will come to death. An image of the splendor of the Kings of Men in glory undimmed before the breaking of the world. But you, my daughter, you will linger on in darkness and in doubt as nightfall in winter that comes without a star. Here you will dwell, bound to your grief, under the fading trees until all the world is changed and the long years of your life are utterly spent. (Arwen wanders in a bare, cold forest.) Appendix A(I.v)+8

Elrond: Arwen...

<Scene: Rivendell. Arwen is now weeping.>

Elrond: There is nothing for you here, only death. (He walks over to his daughter and sits on her bed.) Ah im, u-'erin veleth lin? [Do I not also have your love?]

Arwen: (Collapses against her father's shoulder, they embrace.) Gerich veleth nin, ada. [You have my love, father.]

(Arwen walks away from Rivendell with a host of Elves carrying lanterns. She looks over her shoulder at her father Elrond who looks on soberly.)

<Scene: Galadriel in Lothlorien speaks to Elrond in Rivendell.>

Galadriel: I amar prestar aen, han mathon ne nen, han mathon ne chae a han noston ned 'wilith [The world is changed, I can feel it in the water, I can feel it in the earth, I can smell it in the air.]

(We see Elrond.)

Galadriel (v.o.): The power of the enemy is growing. Sauron will use his (Saruman consulting the Palantir.) puppet Saruman to destroy the people of Rohan. Isengard (Orcs marching.) has been unleashed. (The red Eye of Sauron.) The Eye of Sauron now turns to Gondor, (aerial view of Osgiliath, a shadow creeps across it from the East.) the last free kingdom of men. His war on the country will come swiftly. (The Eye.) He senses the Ring is close. (Sam and Frodo blindfolded being directed through the woods.) The strength of the ring bearer is failing. (Elrond.) In his heart, Frodo begins to understand. (Galadriel.) The quest, will claim his life, you know this. (Elrond standing at a window.) You have foreseen it. It is the risk we all took. (The Ring arcs and tumbles) In the gathering dark, the will of the Ring grows strong. (Frodo being led through the forest.) It works hard now to find its way back into the hands of men, men who are so easily seduced by its power. The young Captain of Gondor (Faramir watching Frodo.) has but to extend his hand, take the ring for his own, (The rangers approach the falls of Henneth Annun.) and the world will fall. (Frodo and Sam are handed from ranger to ranger into the cave.) It is close now. So close to achieving its goal. (The Eye atop Barad-dur and Nazgul flying around it.) For Sauron will have dominion over all life on this earth even unto the ending of the world. (Galadriel's eyes.) The time of the Elves, is over. (Elrond considers the painting of Isildur.) Do we leave Middle-earth to its fate? Do we let them stand alone? (Elrond with the statue holding Narsil behind him.)

<Scene: Henneth Annun (Faramir's Cave.) A map showing regions from Rohan to Mordor is spread on a barrel top. Faramir and Madril are discussing the war. As places are discussed, they are pointed out.>

Faramir: What news?

Madril: Our scouts informed me Saruman has attacked Rohan. Theoden's people have fled to Helm's Deep. But we must look to our own borders. Faramir, Orcs are on the move. Sauron is marshaling an army. Easterlings and Southrons are passing through the Black Gate.

Faramir: How many?

Madril: Some thousands. More come everyday.

Faramir: Who's covering the river to the north?

Madril: We've pulled 500 men out of Osgiliath but if the city is attacked we won't hold it.

Faramir: Saruman attacks from Isengard. Sauron from Mordor. The fight will come to men on both fronts. Gondor is weak. Sauron will strike it soon, and he will strike hard. He knows now we do not have the strength to repel him.

B3C5+12 Gandalf: "Even reckoned as a lord and captain Saruman has grown very strong. He threatens the Men of Rohan and draws off their help from Minas Tirith, even as the main blow is approaching from the East."

<Scene: Inside the refuge of Henneth Annun, a waterfall in the background.>

(Blindfolds are removed from Frodo and Sam and their hands are untied. Both rub their wrists. Faramir approaches. Men pass back and forth as they are questioned.)

Faramir: My men tell me that you are Orc spies.

Sam: Spies! Now wait just a minute!

Faramir: Well, if you are not spies, then who are you? Speak!

Frodo: We are hobbits of the Shire. Frodo Baggins is my name, and this is Samwise Gamgee.

Faramir: Your bodyguard?

Sam: His gardener.

Faramir: Where is your skulking friend? That gangrel creature. He had an ill-favored look.

B4C4+12 "Where is the third of your company?"

B4C4+12 "Yes, the skulking fellow that we saw with his nose in the pool down yonder. He had an ill-favoured look."

B4C4+12 Frodo: "He is only a wretched gangrel creature...."

Frodo: (Drops his eyes) There was no other.

(Sam sneaks a look at Frodo out of the side of his eyes.)

Frodo: We set out from Rivendell with seven companions. One, we lost in Moria. Two were my kin. A dwarf there was also, and an elf, and two men: Aragorn, son of Arathorn, and Boromir of Gondor.

B4C4+12 "We have come by long ways - out of Rivendell, or Imladris as some call it.... Seven companions we had: one we lost at Moria, the others we left at Parth Galen above Rauros: two of my kin; a Dwarf there was also, and an Elf, and two Men. They were Aragorn; and Boromir, who said that he came out of Minas Tirith, a city in the South."

Faramir: You were a friend of Boromir?

B4C5+1 "Were you a friend of Boromir?"

Frodo: (Slight hesitation.) Yes, for my part.

B4C5+1 "Boromir was a valiant member of our Company.... Yes, I was his friend, for my part."

Faramir: It would grieve you then to learn that he is dead.

B4C5+1 "Then you would grieve to learn that Boromir is dead?"

Frodo: (Alarmed) Dead? How? When?

B4C5+1 "Dead? .... How then did he die, and how do you know of it?"

Faramir: As one of his companions, I'd hoped you would tell me.

B4C5+1 "As to the manner of his death, I had hoped that his friend and companion would tell me how it was."

Faramir: He was my brother.

B4C5+3 "Boromir was my brother."

<Scene: Faramir is sitting alone, looking into the distance.>

Damrod: (Approaching.) Captain Faramir! (Whispers in his ear.) We have found the third one.

(Frodo and Sam are sleeping on the floor of the cave. Faramir and two of his men approach them. Faramir speaks to Frodo.)

Faramir: You must come with me, now.

(Frodo gets up, and he is lead to look down upon the Forbidden Pool. Far off in the west the moon is setting.)

Faramir: Down there.

(Smeagol is diving and hunting for fish down below.)

Faramir: To enter the Forbidden Pool bears the penalty of death.

B4C6+8 "Only to come here and look on the pool bears the penalty of death."

(Faramir nods to his men, poised with bows drawn.)

Faramir: They wait for my command. Shall I shoot? (Begins to raise his hand.)

B4C6+2 Anborn: "We wait only for your command to shoot, Captain."

B4C6+2 "Shall we shoot?"

(Smeagol is perched on a rock, holding a fish he has caught.)

Smeagol: (Singing) Rock and pool is nice and cool, so juicy sweet. I only wish to catch a fish so juicy sweet... (Gollum has a fish which he smacks on the rock to stop it's wriggling.)

B4C2+1 "But stream and pool / is wet and cool: / so nice for feet! / And now we wish--"

B4C2+1 "We only wish / to catch a fish, / so juicy-sweet!"

(Faramir raises his hand to give the signal to shoot.)

Frodo: Wait! This creature is bound to me, and I to him. He is our guide. (Pleading.) Please! Let me go down to him.

B4C6+4 "But this creature is in some way bound up with my errand. Until you found us and took us, he was my guide.... Let me go down quietly to him."

(Frodo approaches the pool from behind Smeagol.)

Frodo: Smeagol... Smeagol. Master is here. Come, Smeagol. Trust master. (Frodo gestures.) Come.

B4C6+4 "Smeagol, Master has come to look for you. Master is here. Come Smeagol!"

Smeagol: (Turning to look at Frodo.) We must... go, now?

Frodo: Smeagol, you must trust master. Follow me. Come on.

B4C6+5 "You are not safe yet. I will save you, but you must trust me."

(Smeagol starts toward Frodo with his fish in his mouth.)

Frodo: Come! Come, Smeagol. Nice Smeagol. That's it. Come on.

(Smeagol looks alarmed just as the men grab him. Smeagol cries out and struggles violently.)

Frodo: Don't hurt him! Smeagol, don't struggle. Smeagol, listen to me!

B4C6+7 "He has no strength to match you. Don't hurt him if you can help it.... Smeagol! They won't hurt you. I'll go with you, and you shall come to no harm."

Gollum: Master! (A hood is placed over Smeagol's head.)

<Scene: In the cave. Faramir's men now throw Smeagol onto the cave floor, he is struggling, biting and spitting.>

Gollum: (Screeching and screaming) No!

Faramir: Where are you leading them? (Smeagol cowers against the wall in a fetal position crying.) Answer me!

B4C6+8"Whither are you leading them? .... Answer me, or I will reverse my judgement!"

Gollum: (Touches Smeagol's shoulder.) (Singsong) Smeagol.

Smeagol: (Sobs.)

Gollum: Why does it cry, Smeagol.

Smeagol: Cruel men hurts us. Master tricksed us.

Gollum: (Stroking its shoulder.) Of course he did. I told you he was tricksy. I told you he was false.

Smeagol: But, master is our friend, our friend.

Gollum: Master betrayed us.

Smeagol: No! Not its business. Leave us alone!

Gollum: Filthy little hobbitses! They stole it from us!

Smeagol: No, no!

Faramir: (Fascinated by this exchange.) What did they steal?

Gollum: (He turns toward Faramir) My... (shrieking) precious!

<Scene: Frodo and Sam are in a corner of the cave.>

Sam: We have to get out of here. You go. Go now. (He crawls over to where Frodo sits.) You can do it. Use the Ring, Mr. Frodo. Just this once. Put it on. Disappear.

Frodo: I can't. You were right, Sam. You tried to tell me. I'm sorry. The ring is taking me, Sam. If I put it on He'll find me. He'll see.

Sam: Mr. Frodo.

(Faramir enters and draws his sword. The hobbits jump to their feet.)

Faramir: So, this is the answer to all the riddles. (He advances on Frodo who backs up to the cave wall.) Here in the wild I have you, two Halflings, and a host of men at my call. (Faramir lifts the ring on its chain with the tip of his sword.) The Ring of Power within my grasp. A chance for Faramir, Captain of Gondor, to show his quality.

B4C5+23 "So that is the answer to all the riddles!"

B4C5+23 "And here in the wild I have you: two halflings, and a host of men at my call, and the Ring of Rings. A pretty stroke of fortune! A chance for Faramir, Captain of Gondor, to show his quality! Ha!"

Frodo: (Backed into a corner, gripping the wall, spins away from the sword in a panic.) Noo!! (He cowers in a cleft in the rock, his back to Faramir.)

(Sam steps between Frodo and Faramir.)

Sam: Stop it! Leave him alone! Don't you understand? He's got to destroy it. That's where we're goin'. Into Mordor, to the Mountain of Fire.

B4C5+25 Frodo: "I was going to find a way into Mordor. I was going to Gorgoroth. I must find the Mountain of Fire and cast the thing into the gulf of Doom."

(Damrod enters.)

Damrod: Osgiliath is under attack. They call for re-enforcements.

Sam: Please. It's such a burden. Will you not help him?

Damrod: Captain?

Faramir: Prepare to leave. The Ring will go to Gondor.

<Scene: Rohan. Aragorn rides beyond some rocks and sees the army of Isengard at a distance, marching towards Helms Deep. He backs away and begins to ride with more urgency. He crests a hill and we see Helm's deep in the distance.>

Aragorn: Mae carnen, Brego, mellon nin. [Well done, Brego, my friend.]

(Aragorn rides up the causeway into Helm's Deep.)

Villager: He's alive!

Gimli: (Pushing his way through the refugees.) Where is he? Where is he? Get out of the way! I'm gonna kill him! (Seeing Aragorn.) You are the luckiest, the canniest and the most reckless man I ever knew. Bless you, laddie. (They embrace.)

Aragorn: Where is the King?

(Gimli nods his head in the direction of the keep. Aragorn makes his way toward the King, he encounters Legolas.)

Legolas: Le ab-dollen. [You're late.] You look terrible.

(Eowyn sees Aragorn and begins to rush over to him. She stops herself when she sees Legolas hand Aragorn the Evenstar pendant.)

Aragorn: (Exchanging a smile with Legolas.) Hannon le. [Thank you.]

(Aragorn enters Theoden's chamber, throwing the doors wide.)

<Scene: We see Theoden discussing Aragorn's news with Aragorn, Legolas, Gimli, Gamling and his Captains.>

Theoden: A great host you say.

Aragorn: All Isengard is emptied.

Theoden: How many?

Aragorn: Ten thousand strong at least.

Theoden: Ten thousand?

Aragorn: It is an army bred for a single purpose. To destroy the world of men. They will be here by nightfall.

Theoden: (Becoming resolute.) Let them come!

(Theoden stands on the Deeping Wall with Aragorn, Legolas, Gimli and his Guard. Men are spread thinly along this wall and the walls of the fortress.)

Theoden: I want every man and strong lad able to bear arms to be ready for battle by nightfall.

(They walk down the stairs past refugees who are being moved to the caves, then out the main gate onto the causeway.)

The Lord of the Rings: The Two Towers

Transcript (Theatrical Version)

~The Lord of the Rings~

~The Two Towers~

The Lord of the Rings: The Two Towers

Transcript (Theatrical Version)

~~~The Lord of the Rings~~~

~~~The Two Towers~~~

~The Lord of the Rings~

~The Two Towers~