~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!

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.

(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!

(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!

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.

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.)

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?

(Sam rummages in his pack.)

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

(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.

(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.

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

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

<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.

(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.

Gollum: Gollum, Gollum.

Frodo: Release him, or 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.

(Gollum twists and convulses in apparent agony.)

Gollum: Nasty Elves twisted it. Take it off us.

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

Gollum: No, 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

(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. (Holds rope away from his neck.) We swears to do what you wants, we swears.

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

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

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

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

Frodo: Sam, no! Sam!

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

(Gollum gasps.)

Frodo: You know the way to Mordor.

Gollum: Yes.

Frodo: You've been there before.

Gollum: Yes.

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

Frodo: You will lead us to the Black Gate.

(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.

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.

Legolas: They may yet be 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.

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

Aragorn: Legolas! What do your elf eyes see?

(Across the hills a dust cloud is visible.)

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

Aragorn: Saruman.

<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.

(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.

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.

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.

(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.

Pippin: Alive?

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

(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.

(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?

(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!

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

(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.

(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.

(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.

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.

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

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

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

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

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

(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!

(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.)

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?

<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 loose 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.

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

Pippin: Run, Merry!

(Treebeard picks up Merry.)

Treebeard: Little Orcs. Bur arum.

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

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

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

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

Treebeard: Treebeard some call me.

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

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

Merry: We're not orcs. We're hobbits.

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!

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.

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

(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.

(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.

(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.

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.

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.

(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

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

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

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.

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

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.

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.

(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.

Gimli: The air is so close in here.

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

(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.

Aragorn: Where are they?

Gandalf: They passed this way the day before yesterday. They met someone 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.

(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.

Aragorn: Gandalf?

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

Gimli: Gandalf.

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

(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.

(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.

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.)

(The riders gallop South across Rohan.)

<Scene: Merry and Pippin now ride more comfortably on Trebeard'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.

<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.

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

Frodo: I did.

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

(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.)

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.

(A horn blows. Gollum stops Frodo again.)

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

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

Gollum: Because Master did not ask.

Sam: He's up to somethin'.

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

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

(The gate closes.)

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

Sam: Mr. Frodo, no.

Frodo: He's been true to his word.

Sam: No!

Frodo: Lead the way, Smeagol.

(Gollum looks worshipfully at Frodo.)

Gollum: Good Smeagol. 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.

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

(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.

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

(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.

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

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

Theoden: Why should I welcome you, Gandalf Stormcrow?

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.

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.

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

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.

(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.

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

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

(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 leech craft would have had me crawling on all fours like a beast!

Grima: Send me not from your side.

(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 (or Aragorn): 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.

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.

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.

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.

(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.

Aragorn: What do you fear my 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.

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

(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. < span class=a>(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.

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.

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

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

Smeagol: No.

Gollum: Mur-der-er.

Smeagol: Go away.

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

Smeagol: I hate you. I hate you.

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, they are nice, yes they are! 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.

(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?

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

Smeagol: (sticks tongue out and spits.)

Sam: Even 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.)

Sam: You're hopeless.

(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.

Sam: 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.

(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.

(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.

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.)

(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.

(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.

(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.

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.

(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.)

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 against a fiery background.) 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.

<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: And where is your skulking friend? That gangrel creature. He had an ill-favored look.

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.

Faramir: You were a friend of Boromir?

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

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

Frodo: (Alarmed) Dead? How? When?

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

Faramir: He 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.

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

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

(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.)

(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.

(Frodo approaches the pool from behind Smeagol.)

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

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

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

(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!

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!

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.

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.

(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.)

Theoden: We will cover the causeway and the gate from above. No army has ever breached the Deeping Wall, or set foot inside the Hornburg.

Gimli: This is no rabble of mindless Orcs. These are Uruk-Hai. Their armor is thick and their shields broad.

Theoden: (Stepping up to Gimli.) I have fought in many wars, master dwarf. I know how to defend my own Keep.

(Theoden leads Aragorn, Legolas, Gimli and his Guard down the fortress steps and onto the fortress walls.)

Theoden: They will break upon this fortress like water on rock. Saruman's hoards will pillage and burn, we've seen it before. Crops can be re-sown... homes, rebuilt. Within these walls, we will out last them.

Aragorn: They do not come to destroy Rohan's crops or villages. They come to destroy its people, down to the last child.

(Theoden angrily turns to face Aragorn.)

Theoden: What would you have me do? Look at my men. Their courage hangs by a thread. If this is to be our end, then I would have them make such an end as to be worthy of remembrance.

(He turns to walk toward the Keep.)

Aragorn: Send out riders, my lord. You must call for aid.

(Theoden turns back in frustration.)

Theoden: And who will come? Elves? (Nods toward Legolas and Gimli.) Dwarves? We are not so lucky in our friends as you. The old alliances are dead.

Aragorn: Gondor will answer.

Theoden: (In Aragorn's face.) Gondor? Where was Gondor when the Westfold fell? Where was Gondor when our enemies closed in around us? Where was Gon... ? No, my lord Aragorn. We are alone.

(Theoden enters the Keep followed by his Guard.)

Theoden: Get the women and children into the caves.

Gamling: We need more time to lay provisions...

Theoden: There is no time! War is upon us!

Gamling: (To another officer) Secure the gate!

(Crebain circle the sky beyond the walls.)

<Scene: Treebeard carries Pippin and Merry through Fangorn.>

Treebeard: The Ents have not troubled with the wars of men and wizards for a very long time. But now, something is about to happen that has not happened for an age. (They enter the Dingle.) Entmoot.

Merry: What's that?

Treebeard: 'Tis a gathering.

Merry: A gathering of what?

(Merry looks behind him at the Ents approaching. Pippin turns to his left to see more Ents approaching.)

Treebeard: Beech... Oak... Chestnut... Ash... good, good, good. Many have come. (Hooming and moaning sounds can be heard.) Now we must decide if the Ents will go to war.

(Merry flashes a hopeful smile.)

Rohirrim: Move back! Move to the caves. Keep moving. Quickly now.

(Babies cry. Old men and young boys are leaving their families in order to prepare for battle. Some are reluctant and several women cry and beg.)

<Scene: The Helm's Deep armory. Aragorn inspects a sword, tosses it down scowling. Men and boys file by and are fitted with weapons and arms.>

Aragorn: Farmers, farriers, stable boys. These are no soldiers.

Gimli: Most have seen too many winters.

Legolas: Or too few.

Rohan Man: There you are, old man.

Legolas: Look at them. They're frightened. I can see it in their eyes.

(At Legolas words all the men stop and listen to the conversation.)

Legolas: Boe a hyn, neled herain dan caer menig. [And they should be... Three hundred against ten thousand.]

Aragorn: Si beriathar hyn, ammaeg na ned Edoras. [They have more hope of defending themselves here than at Edoras.]

Legolas: Aragorn, nedin dagor hen u-'erir ortheri. Natha daged dhaer. [We are warriors. They cannot win this fight. They are all going to die!]

Aragorn: Then I shall die as one of them!

(Aragorn stalks away, Legolas starts after him.)

Gimli: Let him go, lad. Let him be.

Gamling: (Entering) Every villager that can wield a sword has been sent to the armory. My lord?

Theoden: Who am I, Gamling.

Gamling: You are our King, sire.

Theoden: And do you trust your King?

Gamling: Your men, my lord, will follow you to whatever end. (Gamling slides Theoden's breastplate on over his right arm and starts to fasten it. As Theoden speaks he adds additional pieces of armor.)

Theoden: To whatever end.

Where is the horse and the rider? (Gamling adds additional pieces of armor.)
Where is the horn that was blowing?
They have passed like rain on the mountains, like wind in the meadow. (The army of Isengard marches.)
The days have come down in the west, behind the hills, into shadow.

(Boys are fitted with armor and choose shields.)

How did it come to this?

Rohan Man: Move! Move to the outer wall!

(Aragorn is sitting on the steps, while two young boys are standing near a fire, with looks of confusion at their armor and weapons.)

Aragorn: Give me your sword.

(The nearest boy hands him his sword.)

Aragorn: What is your name?

Haleth: Haleth, son of Hama, my lord. The men are saying that we will not live out the night. They say that it is hopeless.

(Aragorn swings the boy's sword around.)

Aragorn: This is a good sword, Haleth, son of Hama. (As he hands the sword back.) There is always hope!

(Aragorn puts on chain mail then his leather jerkin over it.)

(His sword hilt appears in front of him, Legolas is holding it out to him.)

Legolas: We have trusted you this far, you have not lead us astray. Forgive me. I was wrong to despair.

Aragorn: U-moe edaved, Legolas. [There is nothing to forgive, Legolas.]

(Places his hand on Legolas shoulder. Gimli enters with chain mail bunched around his chest.)

Gimli: If there was time I'd get this adjusted.

(He lets the chain mail drop to the floor, it is several inches too long. Legolas and Aragorn look at him in amusement.)

Gimli: It's a little tight across the chest.

(A horn is heard being blown.)

Legolas: That is no Orc horn.

(Legolas and Aragorn rush out, up stairs.)

(Soldiers on the fortress wall look at the source of the horn.)

Soldier: Tell the King. Open the gate!

(A long file of Elves march up the causeway and into the fortress. They wear armor covered by hooded capes.)

Theoden: (Coming down steps.) How is this possible?

Haldir: (Stepping forward.) I bring word from Elrond of Rivendell. An alliance once existed between Elves and Men. Long ago we fought and died together. (Aragorn and Legolas come down the stairs.) We come to honor that allegiance.

Aragorn: Mae govannen, Haldir. [Well met, Haldir.]

(Haldir bows his head to Aragorn, while Aragorn embraces him.)

Aragorn: You are most welcome.

(Legolas greets Haldir.)

(Elves turn in unison.)

Haldir: We are proud to fight alongside men once more.

(The Elves stand three deep along the Deeping wall. Their capes are gone and they are in full battle dress. The army of Rohan is spread along the walls of the fortress. They watch the army of Isengard approaching. Among the Elves stand Legolas and Gimli. Just the top of Gimli's helmet can be seen over the rampart.)

Gimli: You could have picked a better spot.

(Legolas smirks, Aragorn joins them.)

Gimli: Well lad, by the luck you live by let's hope it lasts through the night.

(Thunder strikes and lightening highlights Legolas and Aragorn.)

Legolas: Your friends are with you, Aragorn.

Gimli: Let's hope they last the night.

(The army of Isengard comes to a stop and forms up facing Helm's Deep. They chant and beat their weapons. The refugees in Aglarond hear and are fearful.)

(Theoden and his Guard stand on the walls of the court, as rain begins to fall.)

(The Rohans and Elves draw and aim their bows.)

Aragorn: (Walking among the ranks of Elves.) A Eruchin,u-dano i faelas a hyn, an uben tanatha le faelas. [Show them no mercy, for you shall receive none.]

(Uruks start growling and showing more of their anger. Gimli starts jumping up and down in order to see over the wall.)

Gimli: What's happening out there?

Legolas: (Smiling.) Shall I describe it to you, or would you like me to find you a box? (Gimli laughs.)

(An old man accidentally releases an arrow and it fells an Uruk in the front ranks.)

Aragorn: Dartho! [Hold!]

(The Uruks begin to rage.)

Theoden: So it begins.

(The Uruk Captain orders the attack to begin. Uruks rush the walls.)

Aragorn: Tangado a chadad [Prepare to fire]

(Others repeat the command.)

Legolas: Faeg i-varv di na lanc a nu ranc. [Their armor is weak at the neck... and beneath the arm.]

Aragorn: Leithio i philinn! [Release the arrows.]

(The Elves on the Deeping Wall fire their arrows.)

Gimli: Have they hit anything?

(Fortress Walls.)

Theoden: Give them a volley.

Gamling: Fire!!

One-Eyed Man: Fire!

(The Rohan soldiers fire arrows.)

Aragorn: Leithio! [Fire!]

(Ranks of Elves on the ground behind the Deeping Wall fire arrows over the wall.)

Gimli: Bring them to me, come on!

(Some orcs run up and place bases from which ladders are lifted.)

Aragorn: Pendraid! [Ladders!]

Gimli: Good!

(Ladders rise with orcs already on them, and the assault moves to the top of the Deeping Wall.)

Aragorn: Swords!

(Uruks begin to come over the wall, The fighting intensifies and there is hand to hand battle on the wall. Now that orcs are within his reach Gimli begins to fight.)

(After felling two Uruks, Gimli turns to Legolas.)

Gimli: Legolas! Two already!

Legolas: I'm on seventeen!

Gimli: What! I'll have no pointy-ear out scoring me!

(And off Gimli goes hacking away at the enemy.)

Legolas: Nineteen!

(The fighting continues.)

(Scene switches back to the Dingle at the Entmoot. Merry can be seen pacing. At last Treebeard turns away from the others and approaches the Hobbits, Pippin sees him coming.)

Pippin: Merry.

(Merry joins him.)

Treebeard: We have just agreed.

(Pippin and Merry wait. Merry tries to be patient.)

Merry: Yes?

Treebeard: I have told your names to the Entmoot and... we have agreed... you are not Orcs.

Pippin: (Trying to be cheerful.) Well that's good news.

Merry: (Impatiently) And what about Saruman? Have you come to a decision about him?

Treebeard: Now don't be hasty, Master Meriadoc.

Merry: Hasty? Our friends are out there. They need our help! They cannot fight this war on their own.

Treebeard: War, yes! It affects us all... But you must understand young hobbit... It takes a long time to say anything in old Entish... And we never say anything unless it is worth... taking a long time to say.

<Scene: Helm's Deep>

(Gimli is standing at the top of the wall counting as he kills Uruks coming up the ladder.)

Gimli: Seventeen... Eighteen... Nineteen... Twenty... Twenty-One... Twenty-Two

(The camera draws away from the Deeping wall and reveals all of Helm's Deep. A rank of Uruks is advancing up the causeway protected by shields on three sides.)

Aragorn: (Noticing the shielded Uruks.) Causeway! Na fennas!

Theoden: (Standing on the Fortress walls.) Is this it? Is this all you can conjure, Saruman?

(Four Uruks carry two bombs and place them in the culvert. An Uruk with a torch runs through the Uruks toward the culvert.)

Aragorn: (Seeing the peril.) Togo hon dad, Legolas! [Bring him down , Legolas!]

(Legolas fires an arrow that hits the Uruk high in his right chest, but barely affects him.)

Aragorn: Dago han! Dago han! [Kill him! Kill him!]

(Legolas fires another arrow that causes the Uruk to stagger. The Uruk begins to fall, but somehow manages to stumble forward and throw himself into the culvert, setting off the bomb. A large portion of the wall explodes. Debris boulders, Elves and Orcs fly in all directions. Aragorn is thrown to the ground unconscious, while Gimli lies unconscious on top of the wall. Theoden atop the fortress wall looks stunned. Uruks begin to charge through the culvert, but are hit with a rush of released water. The shielded Uruks reach the gate and reveal a battering ram. They begin to assault the fortress gate.)

Theoden: (Seeing the battering ram.) Brace the gate!

(The soldiers inside the gate throw their bodies against the door to withstand the battering ram, which is damaging the gate.)

Theoden: Hold them! Stand firm!

(Those manning the walls above the gate begin throwing rocks and spears at the Uruks on the causeway. PJ of Rohan hurls a spear. Now that the water has abated, Uruks on the ground again rush through the culvert. Gimli awakens and sees Aragorn is in peril.)

Gimli: Aragorn!

(Gimli leaps from the wall to the ground.)

Aragorn: (Awakened by Gimli.) Gimli!

(Gimli attacks Uruks with his ax. He is knocked down and disappears under the water. Aragorn stands in front of the Elven warriors on the ground behind the wall.)

Aragorn: Hado i phillin! [Hurl the arrows!]

(The Elves fire arrows at the Uruks coming through the breach in the wall.)

Aragorn: Herio! [Charge!]

(Aragorn and the Elves on the ground charge the Uruks with drawn swords. Legolas who is on top of the wall, picks up an Uruk shield and slides down stairs on it to the culvert battle. He shoots arrows as he goes. At the bottom, he directs the shield into an Uruk's chest, and begins attacking more Uruk's using his elven blades. Aragorn finds Gimli underwater and drags him to his feet as the Uruks and Elves begin a pitched battle at the breach.)

(Treebeard is talking to Merry and Pippin back in the Dingle.)

Treebeard: The Ents cannot hold back this storm. We must weather such things as we have always done.

Merry: (Furiously) How can that be your decision?!

Treebeard: This is not our war.

Merry: (Becoming more frustrated.) But you're part of this world. (Ents look perplexed.) Aren't you?!? You must help. Please! You must do something.

Treebeard: You are young and brave, Master Merry. But your part in this tale is over. Go back to your home.

(Merry is putting on his coat, he is very dejected. Pippin tries to cheer him up.)

Pippin: Maybe Treebeard's right. We don't belong here, Merry. It's too big for us. What can we do in the end? We've got the Shire. Maybe we should go home.

Merry: The fires of Isengard will spread, and the woods of Tuckborough and Buckland will burn. And all that was once green and good in this world will be gone. There won't be a Shire, Pippin.

(The horrible truth registers on Pippin's face.)

<Scene: The battle continues at Helm's Deep. The army of Isengard appears to be winning. Theoden looks on from the Keep.>

Theoden: Fall back! (He calls down to Aragorn.) Aragorn! Fall back to the Keep! Get your men out of there! (Many men echo the fall back command.)

(Aragorn acknowledges Theoden and speaks to the fighters.)

Aragorn: Nan barad! Nan barad! [To the Keep!]

(He notices Haldir still fighting on top of the remnants of the Deeping Wall.)

Aragorn: Haldir, nan barad! [Haldir, to the Keep!]

(Haldir acknowledges Aragorn and motions to the remaining elves to retreat.)

Gimli: (as he is being carried away) What are you doing? What are you stopping for?

Haldir: Na barad!

(Haldir sees the Elves start retreating to the Keep. He kills an Uruk, but another Uruk stabs him in the side. He kills this one too, but begins to react to his wound. As he turns to go a third Uruk delivers a fatal ax wound to Haldir's back.)

Aragorn: Haldir!

(As Haldir begins to fall, Aragorn sees that he is hit and fights his way to the top of the wall. Haldir looks around as he is dying and sees many dead Elves. Aragorn reaches Haldir as he dies, cradles him briefly, salutes him by touching his chest, then fights his way to a ladder. He knocks the Uruk on top off, and swings toward the Keep stairway.)

Rohirrim: Brace the gate. Hold them.

(The Uruks are breaking through the gate.)

Theoden: To the gate! Draw your swords. (Draws his sword leaves the wall.)

(Theoden joins the battle at the gate. An Uruk stabs him with a spear, Theoden winces and thrusts a spear into the Uruk.)

Gamling: Make way!

(Gamling pulls Theoden is back to safety.)

Gamling: We can't hold much longer.

(Legolas, Gimli, Aragorn and remaining Elves rush up the stairs and up to the gate.)

Theoden: Help them.

Aragorn: How long do you need?

Theoden: As long as you can give me.

Aragorn: Gimli! (He motions to Gimli and directs him through the melee and out the postern gate.)

Theoden: Timbers!

Rohan Man: Brace the gate!

(Aragorn and Gimli appear outside the fortress near the top of the causeway. They look down on the Uruks fighting at the gate.)

Gimli: (Peering around Aragorn.) Ah! Come on! We can take 'em.

Aragorn: It's a long way.

(Gimli checks the distance and considers his options.)

Gimli: Toss me.

Aragorn: What? (Arches an eyebrow.)

Gimli: I canna' jump the distance, you'll have to toss me. (Aragorn reaches for him.) Don't tell the elf.

Aragorn: Not a word.

(Aragorn tosses Gimli to the causeway into the Uruks. Gimli gives a battle cry. Aragorn jumps to the causeway with a cry of his own. The two heroes engage the Uruks in battle. The Uruks pull and fire giant cross bows at the Hornburg which latch to the walls. The soldiers bring in timbers to barricade the gate.)

Theoden: Shore up the door.

Soldiers: Make way for a barricade. Put your backs into it. Throw another one over here.

Theoden: Higher!

(The Uruks begin raising two huge war towers from the tackle attached to the crossbows. Hordes more orcs swarm onto the court walls. Legolas fires an arrow into the connection of a third tower and it falls back on the Uruks who scream.)

Soldiers: Make way for a barricade. Put your backs into it. Throw another one over here.

(The gate is nearly covered, but for a small rectangular area that Theoden looks through.)

Theoden: Gimli! Aragorn! Get out of there! (He fits in a last board.)

(Aragorn and Gimli turn to acknowledge Theoden and are grabbed by a huge Uruk.)

Legolas: Aragorn! (Appearing with a rope on the fortress wall.)

(Legolas tosses down a rope. Aragorn dispatches the Uruk, grabs the rope with one hand and takes Gimli in his other arm. Legolas begins to pull them up the wall to safety. The Uruks fire another crossbow to the wall. This shot impales a soldier and carries him off the wall.)

Impaled Soldier: AAAAAAA!

(Seeing the Uruks flooding over the fortress wall and through the breach in the Deeping Wall, Theoden orders retreat.)

Theoden: Pull everybody back. Pull them back!

Gamling: Fall back! Fall back!

Theoden: They have broken through. The castle is breached! Retreat!

Gamling: Fall back! Retreat! Retreat!

(Aragorn, Gimli and Legolas join the others racing for the Keep as Orcs swarm in from every side.)

Aragorn: Hurry! Inside! Get them inside.

Gamling: Retreat! Retreat! Into the Keep!

(Treebeard is carrying a very dejected Merry and Pippin away from Entmoot.)

Treebeard: I will leave you at the western borders of the forest. You can make your way north to your homeland from there.

Pippin: (Gets an idea.) Wait! Stop! Stop! (Treebeard stops.) Turn around! Turn around. Take us south.

Treebeard: South? But that would... lead you past Isengard.

Pippin: (Smiling and nodding.) Yes. Exactly. If we go south we can slip past Saruman unnoticed. The closer were are to danger, the further we are from harm. It's the last thing he'll expect.

Treebeard: Hmm. (Looking puzzled.) Well, that doesn't make sense to me, but then, you are very small. Perhaps you are right. South it is then. (Treebeard turns and starts walking away.) Hold on little Shirelings. I always like going south. Somehow, it feels like going downhill.

Merry: (Looks up at Pippin in confusion.) Are you mad? We'll be caught!

Pippin: No, we won't. Not this time.

(Frodo and Sam no longer have their hands tied and Sam is carrying his pack. They are traveling with the Rangers of Gondor. Gollum has his hands tied behind his back and is being led on a rope leash by one of the Rangers. They pause at the top of a hill overlooking Osgiliath.)

Gondor Man: Look! Osgiliath burns.

Gondor Man: Mordor has come.

Frodo: The Ring will not save Gondor. It has only power to destroy. (He turns to Faramir.) Please. Let me go!

Faramir: Hurry!

Frodo: (Trying to resist the Ranger propelling him on by the shoulders.) Faramir! You must let me go!

(Treebeard and the two hobbits approach Fangorn's border with Isengard.)

Treebeard: A little family of field mice that climb up sometimes and they tickle me awfully. Always trying to get somewhere where they... (He stops, stunned.) Oh!

(Treebeard sees the damage that has been done to the forest by Saruman's creatures.)

Treebeard: (Sadly.) Many of these trees were my friends... Creatures I had known from nut and acorn.

Pippin: (Looking down apologetically.) I'm sorry, Treebeard.

Treebeard: They had voices of their own. (Becoming angry.) Saruman! A wizard should know better!

(Treebeard lets out a long, pain filled yell

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~