For Your Consideration

Best Adapted Screenplay By

Fran Walsh, Philippa Boyens, Peter Jackson

Based on the Book by J.R.R. Tolkien

THE LORD OF THE RINGS:

THE RETURN OF THE KING

BLACK SCREEN . . .

SUPER: New Line Cinema Presents

SUPER: A WingNut Films Production

BLACK SCREEN:

EXT. RIVER ANDUIN - DAY

ANGLE ON: SMEAGOL and his cousin, DEAGOL, sit in a SMALL

CORACLE, their FISHING LINES draped over the side . . . SUNSHINE

glinting off the surface of the water.

An idyllic image.

SUDDENLY . . . DEAGOL's FISHING ROD BENDS under the weight of a

LARGE FISH.

DEAGOL

(excited)

Smeagol, I've got one!

(he laughs)

I've got a fish, Smeagol!

SMEAGOL

(excitedly)

Go on, pull it in.

DEAGOL pulls on his ROD, but is HAULED OVERBOARD and

disappears underwater with a SPLASH!

ANGLE ON: SMEAGOL leaning over the BOAT . . . CONCERNED.

SMEAGOL (cont'd)

(worried)

Deagol!

EXT. UNDERWATER, RIVER ANDUIN - DAY

ANGLE ON: DEAGOL is towed to the RIVER BED by a LARGE FISH

. . . he suddenly lets go of the line . . . eyes fixed on a

SHINING GOLD RING, lying in 'the SILT.

EXT. RIVER ANDUIN, GLADDEN FIELDS - DAY

CLOSE ON: DEAGOL climbs out of the WATER, onto the RIVER

BANK.

CLOSE ON: the RING revealed in DEAGOL'S PALM . . .

ANGLE ON: SMEAGOL peers over his shoulder . . . the GOLD

reflects in SMEAGOL'S EYES!

ON SOUNDTRACK: The HUM of the RING growing LOUDER . . .

SMEAGOL

Give us that, Deagol, my love!

DEAGOL turns to look at him, a smirk on his face.

DEAGOL

Why?

CLOSE ON: SMEAGOL moves towards DEAGOL . . .

SMEAGOL

Because its my birthday, and I wants it.

ANGLE ON: SMEAGOL jumps on DEAGOL . . . STRANGLING HIM! SMEAGOL

rips the GLITTERING RING from DEAGOL'S LIMP HAND.

SMEAGOL (cont'd)

My precious!

CLOSE ON: SMEAGOL slips the RING onto his FINGER and DISAPPEARS.

DISSOLVE TO:

INT. MISTY MOUNTAINS CAVES - DAY

IMAGES: SMEAGOL descending into madness. His body TWISTS and

DISTORTS . . . he becomes a CREEPY, SHRIVELLED wretch . . . finally

crawling into a DARK CAVE beneath the MISTY MOUNTAINS.

SMEAGOL V/0

They cursed us. Murderer. Murderer they

called us. They cursed us and drove us

away.

And we wept, Precious, we wept to be so

alone. And we forgot the taste of bread,

the sound of trees, the softness of the

wind . . . We even forgot our own name.

(in a choking cough)

Gollum! Gollum!

ANGLE ON: GOLLUM in the CAVE staring at the RING in his hand.

GOLLUM

It's mine! My own. It came to me.

SMEAGOL

(ecstatic)

My Precious.

DISSOLVE TO:

EXT. CULVERT, VALE OF MORGUL - DAWN

ANGLE ON: A GRIM LANDSCAPE, covered in THORN BUSHES and the

scars of RECENT FIRES. The DARK MORGUL VALLEY disappears up

towards the MOUNTAINS.

SETTLE ON: FRODO and SAM in a FILTHY CULVERT.

SAM twitches in a RESTLESS SLEEP. But FRODO is awake . . . His

hand trails down to the CHAIN around his NECK ...

A SUDDEN HISS! FRODO quickly hides the RING as GOLLUM peers

at them with GLEAMING EYES.

GOLLUM

Wake up! Wake up! Wake up, sleepies! We

must go, yes, we must go at once!

SAM STIRS, looks at FRODO . . .

SAM

Haven't you had any sleep, Mr Frodo?

FRODO shakes his HEAD.

SAM (cont'd)

I've gone and had too much!

SAM looks at the dead, BROWN TWILIGHT, below the LOWERING

CLOUD.

SAM (cont'd)

It must be getting late.

FRODO

No . . . no it isn't. It isn't midday yet.

The days are growing darker.

The GROUND suddenly QUIVERS, as a ROLLING, RUMBLING NOISE

ECHOES down the VALLEY.

GOLLUM

Come on, must go, no time ...

SAM

Not before Mr Frodo's had something to eat.

GOLLUM

. . . no time to lose, silly.

SAM shoots GOLLUM a HOSTILE LOOK and turns back to rummage in

his KNAPSACK. He holds up a piece of dried LEMBAS BREAD to FRODO.

SAM

Here.

FRODO

What about you?

SAM

(lying badly)

I'm not hungry - leastways, not for lembas

bread.

FRODO

Sam.

SAM

(confessing)

Alright. We don't have that much left.

SAM (cont'd)

We have to be careful or we're going to run

out. You go ahead and eat that, Mr Frodo.

I've rationed it. There should be enough.

FRODO looksa t SAM questioningly.

FRODO

For what?

SAM

The journey home.

FRODO says nothing. .

EXT. CULVERT, VALE OF MORGUL - DAY

WIDE: FRODO and SAM follow GOLLUM as he leads them on the

wining, torturous path ... clambering through BRACKEN and

over JAGGED ROCKS.

GOLLUM

Come, Hobbitses. Very close now. Very close

to Mordor! No safe places here. Hurry!

Shhh.

EXT. THE FOREST OF ISENGARD. DAY

GANDALF leads ARAGORN, LEGOLAS, THEODEN and GIMLI through

dark woodland . . .

The MOVING FOREST of FANGORN ...opens before them . . .

creating an AVENUE of TREES, which allows them access along

the old ISENGARD ROAD. A THICK, HUMID MIST fills the forest.

SUPER: The Return of the King

ANGLE ON: The FOEST SEPARATES ahead, REVEALING: the RUINS of

ISENGARD.

EXT. ISENGARED GATE - DAY

WIDE ON: All about, the GREAT STONE WALL is cracked and

splintered into countless jagged shards.

Far off, half veiled int he swirling STEAM, the TOWER of

ORTHANC stands ... Unbroken by the storm. Pale waters lap

about its feet.

ANGLE ON: TWO SMALL HOBBITS are sitting on the SMASHED WALL

. . . MERRY and PIPPIN! SPREAD before them is a feast of

BREADS, MEATS and WINE. They PUFF on long pipes as they lie

back in the SUN.

PIPPIN

I feel like I'm back at the Green Dragon,

after a hard days work.

MERRY

Only, you've never done a hard days work.

MERRY cuts PIPPIN off before he can respond in kind.

MERRY (cont'd)

Welcome, my Lords, to Isengard.

GANDALF

ANGLE ON: GANDALF, ARAGORN, LEGOLAS and GIMLI stare at the

SIGHT before them . . .

GIMLI

You young rascals! A merry hunt you've led

us on, and now we find you feasting and

smoking.

PIPPIN

(mouth full)

We are sitting on a field of victory,

enjoying a few well-earned comforts.

The salted pork is particularly good.

GIMLI

(suddenly interested)

Salted pork?

GANDALF

(shaking his head)

Hobbits!

MERRY

We're under orders from Treebeard, who's

taken over management of Isengard.

WIDE: GANDALF leads the company through the flotsam and

jetsam which floats upon the muddied waters surrounding the

TOWER ... TREEBEARD, the GIANT ENT, strides towards them,

ALARMING all but GANDALF.

TREEBEARD

Huraroom ... Young Master Gandalf, I'm glad

you've come. Wood and water, stock and ,

stone I can master, but there's a wizard to

be managed here ... Locked in his tower.

GANDALF

And there Saruman must remain, under your

guard, Treebeard.

GIMLI

Let's just have his head and be done with it. .

GANDALF stares up the long length of the DARK TOWER . . .

GANDALF

(quietly)

No. He has no power any more.

THE OLD ENT nods his head wisely . . .

TREEBEARD

The filth of Saruman is washing away ...

Trees will come back to live here, young

trees . . . wild trees.

CLOSE ON: PIPPIN, his eye caught by something lying in the WATER

ANGLE ON: The MUDDY waters GLOWING wit a golden light . . .

ARAGORN turns as, quick as a FLASH, PIPPIN has jumped off his

horse and picked up - the PALANTIR!

TREEBEARD (cont'd)

Well bless my bark!

GANDALF

(urgent)

Peregrin Took! I'll take that, my lad!

PIPPIN doesn't move, his eyes staring in wonder at the smooth

black stone ...

GANDALF (cont'd)

Quickly, now!

RELUCTANTLY, PIPPIN hands the PALANTIR to GANDALF ... who

immediately smothers it in his cloak.

ANGLE ON: GANDALF looks back at PIPPIN . . . troubled.

EXT. EDORAS - DAY

WIDE: BACK SHOT - a GROUP OF RIDERS gallop towards the ROHAN

CITY of EDORAS . . .

PUSH IN: EOWYN standing alone outside the GOLDEN HALL,

waiting . . .

CUT

INT. EDORAS, GOLDEN HALL - EVENING

WIDE: A ROARING FIRE; a LAMB ROASTING on SPI; LONG TABLES

laden with FOOD; BARRELS of WINE; a banquet is-laid ready for

the returning soldiers.

THEODEN

Tonight we remember those who gave their

blood to defend this country. Hail the

victorious dead!

ANGLE ON: Amidst the cheering crowd, EOWYN moves towards

ARAGORN . . . As she proffers the CHALICE their eyes meet.

EOWYN

Westu Aragorn hal.

EOWYN watches as ARAGORN moves away . . . a voice speaks in her

ear.

THEODEN

I am happy for you.

EOWYN looks at her UNCLE, as THEODEN follows her gaze.

THEODEN (cont'd)

He is an honourable man.

EOWYN

(smiling)

You are both honourable men.

THEODEN

It was not Theoden of Rohan who led our

people to victory.

EOWYN looks at him questioningly, disturbed'by his tone.

THEODEN (cont'd)

Don't listen to me - you are young, and

tonight is for you.

ANGLE ON: EOWYN watches concerned as her UNCLE moves away.

ANGLE ON: MERRY & PIPPIN are in full voice, on top of one of the

TABLES . . . both hold very large mugs of ALE in their hands.

MERRY & PIPPIN

(singing)

Oh, you can search - up and down

As many lands as can be found

But you'll never find a beer so brown

As the one we drink in our home town

You can keep your fancy ales

You can drink them by the flagon

But the only brew, for the brave and true,

Comes from the Green Dragon!

ANGLE ON: GANDALF laughing and clapping the HOBBITS. ARAGORN

steps up beside him, SMILING at the floorshow.

ARAGORN

No news of Frodo?

GANDALF

No word ... nothing.

ARAGORN

We till have time.

GANDALF turns quickly to ARAGORN.

ARAGORN (cont'd)

Every day Frpdo moves closer to Mordor.

GANDALF watches his friend's face . . . seeking reassurance.

GANDALF

Do we know that?

ARAGORN

(gently)

What does your heart tell you?

GANDALF

(with a small smile)

That Frodo is alive.

(to himself)

Yes - yes, he is alive.

EXT. MORGUL VALLEY - NIGHT

ANGLE ON: FRODO and SAM lie asleep amidst scrubby bushes near a

stagnant pool. SMEAGOL lies nearby, muttering in his sleep.

SMEAGOL

Too risky, too risky. The thieves! They

stole it from us. Kill them . . . kill them

... kill them both!

SMEAGOL wakes suddenly, shaking, his face drenched in SWEAT,

eyes wide in horror.

SMEAGOL (cont'd)

No!

GOLLUM

(hissed whisper)

Shhh! Quiet!

SMEAGOL'S features suddenly transform into the MALEVOLENT

face of GOLLUM!

GOLLUM (cont'd)

Mustn't wake them, mustn't ruin it now!

SMEAGOL casts a quick glance over his SHOULDER to the

SLEEPING figures of FRODO and SAM as he clambers off his ROCK

. . . silently sidling towards the EDGE of a STAGNANT POOL.

SMEAGOL

They knows, they knows, they suspects us.

SMEAGOL stares into the MURKY depths of the WATER.

The SURFACE RIPPLES as the face of GOLLUM appears as SMEAGOL'S

REFLECTION.

GOLLUM., . , .

What is it saying,.my Precious, my love? Is .

Smeagol losing his nerve??

SMEAGOL :

No! Not! Never!! Smeagol hates nasty

Hobbitses! Smeagol wants to see: them -

dead!

GOLLUM

And we will . . ,- Smeagol did it once. . .

(sly)

. . . He can do it again.

FLASH INSERT: SMEAGOL choking DEAGOL . . . Fingers locked tight

around his THROAT.

GOLLUM (cont'd)

It's ours - ours!

SMEAGOL

We must get the Precious. We must get it

back.

GOLLUM

Patience, patience, my love. First we must

lead them to her.

SMEAGOL

We lead them to the windy stairs.

GOLLUM

(prompting)

Yes, the stairs ... and then?

SMEAGOL

Up, up, up, up the stairs we go . . . until

we come to . . .

(naughty excitement)

... the Tunnel!

GOLLUM

(quiet)

And when they go in, there's no coming out.

She's always hungry, she always needs to

feed. She must eat, all She gets is filthy

Orcses.

SMEAGOL

And they doesn't taste very nice, does

they, Precious? .

GOLLUM

(sinister)

No . . . not very nice at all, my love. She

hungers for sweeter meats . . .

CLOSE ON: SAM . . . his EYES flicker OPEN . . .

GOLLUM (cont'd)

"Hobbit meat." And when She throws away the

bones and the empty clothes, then we will

find it . . .

SMEAGOL

And take it for Me!

GOLLUM

(correcting)

For us . . .

SMEAGOL

Yes, we, we meant for us . . .

(choking cough)

Go Hum! Go Hum!

GOLLUM

(sly)

The Precious will be ours once the

Hobbitses are dead!

SUDDEN ANGLE ON: SAM image mirrored in the water as he SMACKS

GOLLUM on the HEAD with his POT!

SAM

(yelling) ,  .

You treacherous little toad!

SAM drops the POT and FLINGS himself ON TOP of GOLLUM! GOLLUM

SCREAMS . . . his ARMS and LEGS FLAILING WILDLY!

GOLLUM

(crying)

No! Not! Help! Master!

ANGLE ON: FRODO staggers over to SAM and PULLS HIM OFF

GOLLUM.

FRODO

No, Sam! Leave him alone!

CLOSE ON: GOLLUM, huddled on the ground

SOBBING.

WHIMPERING and

SAM

(fuming)

I heard it from his own mouth

to murder us!

he means

SMEAGOL

Never! Smeagol wouldn't hurt a fly!

He's a horrid, fat Hobbit who hates Smeagol

and who makes up nasty lies!

SAM makes for SMEAGOL again . . . with a look of MURDEROUS

RAGE.

SAM

You miserable little maggot! I'll stove

your head in!

FRODO grabs SAM'S ARM.

FRODO

Sam . . .

SAM

Call me a liar! You're a liar!

FRODO

Sam! If you scare him off, we're lost.

SAM pulls away from FRODO . . .

SAM

I don't care! I can't do it, Mr Frodo. I

won' t wait around for him to kill us !

FRODO

(fierce whisper)

I'm not sending him away.

SAM stares at FRODO . . . at a loss.

SAM

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

FRODO

(lowers voice)

We can't do this by ourselves, Sam. Not

without a guide. I need you on my side.

ANGLE ON: SAM, his face softening.

SAM

(taken aback)

I'm on your side, Mr Frodo.

FRODO

I know, Sam, I know.

(whisper)

You must trust me.

FRODO beckons to GOLLUM.

FRODO (cont'd)

Come, Smeagol.

GOLLUM turns slowly, staring at SAM through hooded, HATE-FILLED

EYES ... and SMILES.

CUT TO:

EXT. EDORAS, GOLDEN HALL - EARLY DAWN

ARAGORN joins LEGOLAS on the STEPS to the GOLDEN HALL, oblivious

to the CHILL WIND . . . they look out across the SLEEPING CITY to

the LOOMING MOUNTAIN RANGE BEYOND . .-. DARK CLOUDS mark the sky.

LEGOLAS

The stars are veiled, something stirs in

the east . . . A sleepless malice.

LEGOLAS looks at ARAGORN . . . realisation in his face.

LEGOLAS (cont'd)

The eye of the enemy is moving.

INT. EDORAS, SLEEPING QUARTERS - EARLY DAWN,

CLOSE ON: PIPPIN . . . he is AWAKE! He sits up . . . ANXIOUS,

FIDGETY . . .

Suddenly he hops out of bed and creeps towards the SLEEPING FORM

of GANDALF.

MERRY

(whispers)

What you doing?

PIPPIN gasps with FRIGHT! MERRY is sitting up, wiping sleep

from his eyes. He moves on . . .

ANGLE ON: A sleeping GANDALF lies with eyes wide open! But

PIPPIN is undeterred . . .

MERRY sits up, a worried look on his face.

MERRY (cont'd)

Pippin? Pippin? Pippin! What are you doing?

With quick stealth, PIPPIN lifts the WRAPPED PALANTIR from

GANDALF'S grasp ...

MERRY (cont'd)

Pippin, are you mad?

PIPPIN

I just want to look at it. Just one more

time.

MERRY

Put it back! Put - it - back!

PIPPIN unwraps the PALANTIR and as MERRY looks on HORRIFIED,

he gazes INTENTLY into it.

MERRY (cont'd)

Pippin!

As PIPPIN lays his hands on the CRYSTAL, a SICKLY PALE light

slowly spreads from the GLASS BALL onto PIPPIN'S FACE ... his

EYES WIDEN.

MERRY (cont'd)

Pippin!

EXT. EDORAS GOLDEN HALL - EARLY DAWN

On the STEPS of the GOLDEN HALL, LEGOLAS turns to ARAGORN

LEGOLAS

(urgent)

He is here.

INT. EDORAS, SLEEPING QUARTERS - NIGHT

PIPPIN suddenly starts to HYPERVENTILATE . . . He STAGGERS

BACKWARDS, PALANTIR held rigidly before him . . .

THE GREAT EYE OF SAURON seems to LEAP from the FIRE . . . PIPPIN

is bathed in the FIERY RED LIGHT.

PIPPIN sinks to his KNEES, his mouth open in a soundless SCREAM

. . . He FALLS BACKWARDS, powerless to release the FIERY GLOBE.

MERRY

Help! Someone help him!

GANDALF wakes with a start! Just as ARAGORN enters, and

wrenches the PALANTIR from PIPPIN'S HANDS . . . PIPPIN FALLS to

the FLOOR! . . . ARAGORN spins away, reeling backwards, the

PALANTIR falling from his HANDS . . .

The PALANTIR rolls across the FLOOR, causing EVERYONE in the

room to COWER BACK.

ANGLE ON: GANDALF throws a BLANKET over it, ANGRY DISBELIEF

on his face! He rounds on PIPPIN. ,

GANDALF

Fool of a Took!

GANDALF lifts the HOBBIT'S SLUMPED HEAD.

MERRY

Pippin!

PIPPIN is trembling ... GANDALF calms him . . .

PIPPIN

Gandalf! Forgive me.

GANDALF .

Look at me! What did you see?

PIPPIN

(disjointed)

A tree ... There was a white tree . . . in a

courtyard of stone . . . It was dead!

FLASH INSERT: A lone white tree silhouetted by flames.

PIPPIN (cont'd)

The city was burning ...

GANDALF

Minas Tirith???

(to PIPPIN)

Is that what you saw?

PIPPIN

(terrified)

I saw . . . I saw him . . . I could hear his

voice in my head.

GANDALF

And what did you tell him? Speak!

PIPPIN

He asked me my name, I didn't answer . . . he

hurt me . . .

CLOSE ON: GANDALF stares at PIPPIN with a FRIGHTENING

INTENSITY . . .

GANDALF

What did you tell him about Frodo and the

Ring?

INT. EDORAS, GOLDEN HALL - DAY

THEODEN stands in the GOLDEN HALL, gravely listening to

GANDALF ... ARAGORN, LEGOLAS, and GIMLI look on . . .

GANDALF

There was no lie in Pippin's eyes; a fool,

but an honest fool he remains. He told

Sauron nothing of Frodo and the Ring.

ANGLE ON: GIMLI lets out a sigh of relief.

GANDALF turns to look at THEODEN.

GANDALF (cont'd)

We've been strangely fortunate. What Pippin

saw in the Palantir was a glimpse of our

enemy's plan.

GANDALF looks from on to the other of the, gathered company.

GANDALF (cont'd)

Sauron moves to strike the city of Minas

Tirith. His defeat at Helm's Deep showed

our enemy one thing.

The WIZARD turns towards ARAGORN . . .

GANDALF (cont'd)

The heir of Elendil has come forth. Men are

not as weak as he supposed. There is

courage still - strength enough left to

challenge him.

THEODEN listens intently, saying nothing.

GANDALF (cont'd)

(warningly)

Sauron fears this. He will not risk the

peoples of Middle-earth uniting under one

banner. He will raise Minas Tirith to the

ground before he sees the return of the

King.

CLOSE ON: ARAGORN . . . he knows GANDALF SPEAKS THE TRUTH.

ANGLE ON: GANDALF rounds on THEODEN . . .

GANDALF (cont'd)

If the beacons of Condor are lit, Rohan

must be ready for war!

THEODEN holds GANDALF'S gaze.

THEODEN

(quietly)

Tell me. Why should we ride to the aid of

those who did not come to ours?

ANGLE ON: ARAGORN turns to look at THEODEN.

THEODEN (cont'd)

What do we owe Gondor?

ARAGORN

(low and urgent)

I will go.

GANDALF

(hurried)

No!

ARAGORN

They must be warned.

GANDALF

They will be.

(low voice, to Aragorn)

You must come to Minas Tirith by another

road . . .

(cryptic)

Follow the river, look to the black ships.

(louder, to all)

Understand this . . . things are now in

motion that cannot be undone.

GANDALF turns on his heel . . . and stares at a surpirsed

PIPPIN.

GANDALF (cont'd)

I ride for Minas Tirith! And I won't be

going alone !

EXT. EDORAS STREETS - DAWN

ANGLE ON: GANDALF hurries along the STREETS . . . PIPPIN and

MERRY run alongside trying to KEEP UP . . .

GANDALF

Of all the inquisitive Hobbits, Peregrin,

Took, you are the worst. Hurry, hurry!

PIPPIN catches up to MERRY.

PIPPIN

(worried)

Where are we going?

MERRY

Why did you look - why do you always have

to look?

PIPPIN .

(subdued)

I don't know . . . I can't help it.

MERRY turns away ...

MERRY

You never can.

PIPPIN

(lightly) . ... ,.

I'm sorry, alright? I won't do it again.

This is too much for MERRY. He turns on PIPPIN.

MERRY

Don't you understand ... the Enemy thinks

you have the Ring . . . he's going to be

looking for you, Pip. They have to get you

out of here!

PIPPIN

And you. You're coming with me . . .

Merry?

MERRY

Come on!

PUSH IN: PIPPIN'S face as MERRY strides away.

CUT TO:

INT. EDORAS STABLES - DAWN

ANGLE ON: PIPPIN is dumped unceremoniously onto the back of

SHADOWFAX as GANDALF hurriedly prepares to leave . . .

PIPPIN

(nervous)

How far is Minas Tirith?

GANDALF

Three days ride as the Nazgul flies and

you'd better hope we don't have one of

those on our tail.

MERRY thrusts a SMALL PACKAGE into PIPPIN'S HAND . . .

MERRY

Here - something for the road.

PIPPIN stares down at the leather-bound bundle of PIPE-WEED.

PIPPIN

The last of the Longbottom Leaf.

MERRY

I know you've run out . . . you smoke too

much, Pip.

PIPPIN

But we'11 see each other soon?

A WORRIED MERRY exchanges glances with GANDALF.

PIPPIN (cont'd)

Won't we?

MERRY

I don't know . . . I don't know what's going

to happen.

GANDALF mounts SHADOWFAX.

PIPPIN

(rising panic)

Merry?

GANDALF spurs the GREAT HORSE forward.

GANDALF

Run Shadowfax, show us the meaning of

haste.

PIPPIN

(panicked)

Merry!

SHADOWFAX thunders out of the STABLES!

CLOSE ON: MERRY'S devastated face.

EXT. GATES OF EDORAS - DAY

ANGLE ON: SHADOWFAX carried GANDALF and PIPPIN out of the

GATE and down the WINDING ROAD towards the PLAINS QF ROHAN.

EXT. EDORAS GATES LOOK-OUT - DAY

ANGLE ON: MERRY clambers up a WATCHTOWER, ARAGORN in pursuit.

ANGLE ON::The SMALL FIGURE as he watches his best friend

DISAPPEAR into the DISTANCE . . .

CLOSE ON: ARAGORN . . . he knows what it is to lose someone.

EXT. RIVENDELL FOREST - DAY

WIDE: ARWEN - escorted by a SMALL ENTOURAGE of ELVES - rides

through the gathering darkness of a PINE FOREST ...

ELROND V/0

Take her by the safest road. A ship lies

anchored in the Grey Havens. It waits to

carry her across the Sea . . . The last

journey of Arwen Undomiel.

SLOW MOTION: As ARWEN rides through the FOREST the FIGURE of

a SMALL BOY of about 5 SUDDENLY runs across the path in front

of her.

ARWEN reigns in ASFALOTH ... something about the BOY

intrigues her.- but she does not know why . . .

As ARWEN watches the BOY moves away, the TREES begin to thin

. . . the BOY continues running. One by one the TREES TRANSFORM

into TALL WHITE PILLARS ...

ARWEN'S POV: The BOY now stands within a VISION of the

majestic architecture of the great Gondorian city of MINAS

TIRITH.

A SILHOUETTED FIGURE appears in the distance and moves

towards the CHILD . . . the BOY runs to the FIGURE.

ARWEN watches as the FIGURE holds out its arms - swinging the

LAUGHING CHILD into the AIR . . .

The figure turns to reveal ... ARAGORN, a little older,

dressed in the casual finery of a GONDORIAN NOBLE.

CLOSE ON: The'CHILD, now in ARAGORN'S ARMS looks directly at

ARWEN . . . it is a QUIET LOOK filled with INFINITE SADNESS.

ARWEN'S eyes drop to the CHILD'S CHEST . . . around the CHILD'S

neck hangs the EVENSTAR . . .

CLOSE ON: ARWEN as she realizes she is staring at a future

that can never be, the CHILD she and ARAGORN will never have.

INSERT: ELROND speaking to his daughter . . .

ELROND V/0 (cont'd)

Arwen, there is nothing for you here ...

only death.

ARWEN shuts her eyes ... when she opens them again the VISION

is gone . . . she is staring at DARK TREES once more.

ELF ESCORT O.S.

Lady Arwen?

ARWEN turns towards her COMPANION who stares at her,

concerned.

ELF ESCORT

We cannot delay.

SUDDENLY: ARWEN wheels ASFALOTH around . . . riding away.

ELF ESCORT (cont'd)

(calling)

My Lady!

EXT. RIVENDELL - DAY

WIDE SHOT: ARWEN'S HORSE gallops over the BRIDGE and through

the GATES into RIVENDELL.

EXT. ELROND'S BALCONY, RIVENDELL - DAY

ANGLE ON: ELROND seated alone ... ARWEN runs up the STEPS

towards him ...

ARWEN ....

What did you see?

CLOSE ON: ELROND stands - stunned.

ELROND

Arwen?

ANGLE ON: ARWEN breathing hard, walking towards ELROND with a

fierce light in her eyes . . .

ARWEN

You have the gift of foresight - tell me

what you have seen.

CLOSE ON: ELROND his face grim.

ELROND

I looked into your future and I saw death.

ARWEN

There is also life. ,

Her father turns away ...

ARWEN (cont'd)

You saw there was a child . . .

you saw my son.

ELROND stares into space, the fight seems to go out of him.

He won't look at her . . .

ELROND

(quietly)

That future is almost gone.

ARWEN

But it is not lost ...

ELROND

Nothing is certain.

ANGLE ON: ARWEN gently takes her FATHER'S face in her hands

and turns him toward her . . .

ARWEN

Some things are certain. If I leave him now

I will regret It forever.

(whisper)

Ada, it is time.

INSERT IMAGE: A HOODED FIGURE ascends a CURVED STAIRCASE

towards a GALLERY ... The FIGURE stops before a STATUE that

holds the BROKEN SHARDS of an ancient sword in its arms.

ARWEN (V.O.) (cont'd)

From the ashes of fire shall be woken,

a light from the shadow shall spring,

renewed shall be blade that was broken ...

INSERT IMAGE: The BLADE shattering in several fragments as

ISLIDUR brandishes NARSIL at SAURON.

ARWEN (V.O.) (cont'd)

The crownless again shall be King . . .

CLOSE ON: The HOODED FIGURE looks up into the sorrowful face

of the STATUE ... The figure is ARWEN . . .

ARWEN V/0

Reforge the sword.

INT. ARWEN'S CHAMBER, RIVENDELL - NIGHT

ANGLE ON: ELROND stares at his daughter, unwavering . . .

ARWEN

Ada ...

ANGLE ON: ELROND turns away . . .

ANGLE ON: ARWEN in ANGUISH, sits on her bed, the book falls

to the FLOOR ...

CLOSE ON: ELROND picks up her JOURNAL and takes one of her

hands in his . . .

ELROND

Your hands are cold.

(distressed)

The life of the Eldar is leaving you.

CLOSE ON: ELROND'S despair is plain . . .

ELROND (cont'd)

It has begun.

ARWEN

This was my choice. Ada ... Whether by your

will or not, there is no ship now that can

bear me hence.

ANGLE ON: ELROND, he understands now that to protect his

dauther, he must trust her . . .

INSERT IMAGES: A BROKEN SWORD GLOWS with RED HEAT . . . It's

BLADE in SEVERAL FRAGMENTS.

IMAGE: A HEAVY HAMMER pounds the RED-HOT BLADE on an ANVIL

. . . As ELVEN-SMITHS TEMPER the STEEL.

IMAGE: ELROND'S FACE lit by FLICKERING FIRE as SPARKS fly in.

the RIVENDELL FORGE.

CLOSE ON: The SWORD is withdrawn from a POOL OF STEAMING

WATER ... LIGHT SHIMMERS as the WATER DROPS slide down the

BLADE of NARSIL, the SWORD that was broken has been remade.

DISSOLVE TO:

EXT. FOOTHILLS OF WHITE MOUNTAINS - NIGHT

CLOSE ON: PIPPIN asleep . . . GANDALF'S PROTECTIVE ARM around

him ...

. . . as SHADOWFAX THUNDERS through the NIGHT.

DISSOLVE TO:

EXT. FOOTHILLS OF WHITE MOUNTAINS - DAY

ANGLE ON: SHADOWFAX powers along the COUNTRYSIDE.

ANGLE ON: PIPPIN, huddled in front of GANDALF, the WIND

sailing through his hair.

GANDALF

We have just passed into the realm of

Condor!

EXT. MINAS TIRITH - DAWN

ANGLE ON: SHADOWFAX gallops up onto a LOW RIDGE . . .

ANGLE ON: Before them is the DARK MASS of Mount Mindolluin,

its tall WHITE FACE whitening in the RISING SUN. Upon its outthrust

knee is the Guarded City: MINAS TIRITH.

With SEVEN WALLS OF WHITE STONE, so strong and old that it

seems to have been not built, MINAS TIRITH looks carven by

giants out of the bones of the earth.

GANDALF

Minas Tirith . . . City of the Kings.

Suddenly the SUN climbs over the eastern hills, and sends

forth a SHAFT OF SUNLIGHT that GLEAMS against the face of the

CITY. The TOWER OF ECTHELION stands high within the topmost

walls. WHITE BANNERS break and FLUTTER from the BATTLEMENTS

in the morning breeze.

EXT. MINAS TIRITH STREETS - DAY

GANDALF steering SHADOWFAX up the STEEP STREETS of MINAS

TIRITH.

ANGLE ON: The stares of frightened GONDORIANS as GANDALF and

PIPPIN gallop through the WINDING STREETS . . .

AERIAL SHOT: SHADOWFAX, carrying GANDALF and PIPPIN up

towards the 7th LEVEL.

MINAS TIRITH is built in 7 LEVELS - each behind a CIRCULAR

DEFENSIVE WALL. Each level rises - the city reaches a height

of nearly 1000 FEET on its TOPMOST LEVEL.

A towering BASTION of NATURAL ROCK - shaped like a sharp

ship's prow - bisects the city from the 2nd LEVEL to the TOP.

EXT. MINAS TIRITH, COURT OF THE KINGS - DAY

SHADOWFAX arrives at a GREAT CITADEL on the SUMMIT of the

CITY - 1000 FEET above the PELENNOR FIELDS.

GANDALF and PIPPIN dismount, leaving the GUARDS of the

CITADEL to tend to SHADOWFAX. GANDALF hurries off . . .

CLOSE ON: PIPPIN as he takes in his surroundings, his eye

caught by a DEAD TREE that stands in the middle of the COURT,

FOUR SOLEMN CITADEL GUARDS standing sentry around it.

PIPPIN ;.

(whisper)

It's the tree. ,

(hurrying after GANDALF)

Gandalf! Gandalf!

GANDALF

Yes, the white tree of Gondor. The tree of

the King.

GANDALF leads PIPPIN across a FLAT COURT of WHITE STONES,

surrounded by GREEN LAWNS . . . towards a GREAT HALL benejath

the GLEAMING TOWER.

GANDALF (cont'd)

Lord Denethor, however, is not the King. He

is a steward only. A caretaker of the

throne.

GANDALF lowers his voice, as they approach the TOWER HALL.

GANDALF (cont'd)

(quietly)

Now, listen carefully. Lord Denethor is

Boromir's father. To give him news of his

beloved son's death would be most unwise

... And do not mention Frodo . . . Or the

Ring . . . And say nothing of Aragorn either.

(hesitates)

In fact, it's better if you don't speak at

all, Pippin Took.

CLOSE ON: PIPPIN, suitably chastened, nods.

INT. MINAS TIRITH TOWER HALL - DAY

ANGLE ON: A LONG SOLEMN HALL ... with ROWS OF BLACK MARBLE

PILLARS. Between the pillars stand a silent company of TALL

KINGS carved in cold STONE.

GANDALF strides down the HALL, with PIPPIN following

obediently behind.

At the FAR END, upon a DAIS OF MANY STEPS, sits a LARGE,

EMPTY THRONE . . . and on the wall behind is the IMAGE of a

FLOWERING WHITE TREE set in GEMS.

At the FOOT of the DAIS, in a small STONE CHAIR, sits an OLD

MAN, gazing at his lap: DENETHOR - the Lord Steward of

CONDOR.

GANDALF

Hail, Denethor, Son of Ecthelion, Lord and

Steward of Gondor.

DENETHOR does not look up as GANDALF and PIPPIN approach.

GANDALF (cont'd)

I come with tidings in this dark hour - and

with counsel.

DENETHOR slowly raises COLD EYES . . .

DENETHOR

(bitter)

Perhaps you come to explain this?

DENETHOR holds up BOROMIR'S BROKEN HORN ...

DENETHOR (cont'd)

Perhaps you come to tell me why my son is

dead?

CLOSE ON: PIPPIN remembering . . .

INSERT IMAGE: BOROMIR, as URUK-HAI arrows thud into his body,

he falls to his KNEES . . .

PIPPIN starts forward unable to say nothing . . .

PIPPIN

Boromir died to save us . . . my kinsman and

me . . . he fell, defending us from many

foes.

CLOSE ON: DENETHOR pain flickers in his eyes.

GANDALF

(hurried whisper)

Pippin!

PIPPIN drops to his knee offering DENETHOR his SWORD . . .

PIPPIN

I offer you my service, such as it is, in

payment of this debt.

DENETHOR looks at PIPPIN blankly, overcome with grief.:

GANDALF

(to PIPPIN)

Get up!

(addressing DENETHOR)

My Lord, there will be a time to grieve for

Boromir, but it is not now. War is coming

... the Enemy is on your doorstep. As

Steward, you are charged with the defence

of this city. Where are Condor's armies?

DENETHOR gaze turns slowly on GANDALF . . .

GANDALF (cont'd)

You still have friends - you are not alone

in this fight. Send word to Theoden of

Rohan. Light the beacons.

DENETHOR smiles at GANDALF, as if amused by something.

DENETHOR

(softly)

You think you are wise, Mithrandir, yet for

all your subtleties.you have not wisdom. Do

you think the eyes of the White Tower are

blind? I have seen more than you know. With

your left hand you would use me as a shield

against Mordor and with your right you

would seek to supplant me.

CLOSE ON: GANDALF looks shocked, DENETHOR'S eyes NARROW.

DENETHOR (cont'd)

(contemptuous)

I know who rides with Theoden of Rohan. Oh,

yes. Word has reached my ears of this

Aragorn, son of Arathorn, and I tell you

now, I will not bow to this Ranger from the

North - last of a ragged house, long bereft

of Lordship.

GANDALF

(stung)

Authority is not given to you to deny the

return of the King - Steward!

DENETHOR

(explosive)

The rule of Condor is mine, and no others!

CLOSE ON: PIPPIN, horrified. GANDALF looks at Denethor

closely for a moment, then turns on his heel to leave, PIPPIN

follows.

GANDALF

Come.

GANDALF and PIPPIN stride from the TOWER HALL ... DENETHOR

slumps back into his SEAT.

INT. MINAS TIRITH, PIPPIN'S QUARTERS - NIGHT

ANGLE ON: PIPPIN is carefully laying out a SMALL UNIFORM of

the ROYAL GUARD on a bed.

PIPPIN

So, I imagine this is just a ceremonial

position . . . I mean, they don't actually

expect me to do any fighting . . . do they?

WIDE: GANDALF STANDING QUIETLY on a BALCONY that overlooks

the GREAT CITY.

GANDALF

You're in the service of the Steward now -

you're going to have to do as you're told,

Peregrin Took . . .

(under his breath)

Guard of the Citadel!

EXT. MINAS TIRITH BALCONY - NIGHT

ANGLE ON: PIPPIN as he stares up at the vast NIGHT SKY.,

PIPPIN

It's so quiet.

GANDALF watches the young HOBBIT.

GANDALF

It's the deep breath before the plunge.

PIPPIN

I don't want to be in a battle . . . but

waiting on the edge of one I can't escape

is even worse. L

(tense) :

Is there any hope, Gandalf - for Frodo and

Sam?

GANDALF joins PIPPIN as they look towards the distant, jagged

MOUNTAINS of MORDOR . . .

GANDALF

There never was much hope.

PIPPIN looks up at him, unnerved. GANDALF gives him a small

self-deprecating smile . . .

GANDALF (cont'd)

Just a fool's hope.

GANDALF and PIPPIN share a quiet moment as they stare out

towards the FIERY SKY over MORDOR . . .

GANDALF V/0

(grim)

Our enemy is almost ready, his full

strength gathered. Not only Ores, but men

as well.

INSERT IMAGE: GIANT MUMAKIL carrying ARMIES upon their backs

GANDALF V/0 (cont'd)

Legions of Haradrim from the South ......

INSERT IMAGE: CORSAIR SHIPS sail up the RIVER . . .

GANDALF V/0 (cont'd)

Mercenaries from the coast . . . All will

answer Mordor' s call.

ANGLE ON: GANDALF . . . he is almost talking to himself now ..

like a man unable to prevent a sure disaster.

GANDALF

This will be the end of Gondor as we know

it. Here the hammerstroke will fall

hardest.

INSERT IMAGE: The BATTLE-SCARRED CITY of OSGILIATH - last

bastion between MINAS TIRITH and MORDOR . . .

GANDALF V/0

If the river is taken, if the garrison at

Osgiliath falls, the last defence of this

city will be gone.

CLOSE ON: PIPPIN ... desperately seeking reassurance.

PIPPIN

But we have the White Wizard. That's got to

count for something.

GANDALF looks down at PIPPIN, he says nothing ...

PIPPIN (cont'd)

(nervous)

Gandalf?

GANDALF stares into the distance as if seeing something in

his mind's eye.

INSERT IMAGE: A TOWERING, HOODED FIGURE, DRESSED in BLACK, is

being dressed in ARMOUR by attendant ORCS ...

GANDALF V/0

Sauron has yet to reveal his deadliest

servant . . . The one who will lead Mordor's

armies in war, the one they say no living

man can kill.

CLOSE ON: GANDALF still staring intently as if facing his

enemy in .person.

GANDALF

The Witchking of Angmar . . .

(he looks down at a startled

PIPPIN) ,  .

You've met him before . . .

ANGLE ON: PIPPIN looks up at GANDALF, afraid to ask . . .

GANDALF (cont'd)

He stabbed Frodo on Weathertop.

INSERT IMAGE: FRODO screaming as the MORGUL BLADE is driven

into his SHOULDER . . .

PIPPIN blanches at the MEMORY . . .

GANDALF (cont'd)

He is the Lord of the Nazgul - the greatest

of the nine . . .

EXT. MINAS MORGUL - NIGHT

GANDALF V/0

And Minas Morgul is his lair.

ANGLE ON: FRODO and SAM clamber into a SMALL GULLY beside a

ROUGH-HEWN ROAD ... GOLLUM CAREFULLY.peers OVER the lip of

the GULLY ___

ANGLE ON: MINAS MORGUL, a MASSIVE DEAD CITY, set upon a ROCKY

KNEE at the HEAD OF THE morgul valley. CORRUPT and LOATHSOME,

it glows with a SICKLY LUMINOUS LIGHT - like a CORPSE CANDLE.

TWO HUGE, BESTIAL STONE STATUES guard the BRIDGE that leads

to the CITY ...

GOLLUM

(whisper)

The Dead City, very nasty place, full of

... enemies.

GOLLUM, FRODO and SAM hurry from their COVER scampering in

the SHADOWS towards MINAS MORGUL ...

GOLLUM (cont'd)

(hissed whisper)

Quick! Quick! They will see, they will see.

CLOSE ON: FRODO . . . he LOOKS UP at the HIDEOUS STATUES. His

SENSES START REELING.

GOLLUM (cont'd)

Come away, come away. Look! We have found

it.

FRODO and SAM look AGHAST at the sight of a NARROW, NEARVERTICAL

STAIRCASE, cut into the ROCK-FACE ... Directly in

FRONT of the MINAS MORGUL GATES.

GOLLUM (cont'd)

The way into Mordor!

ANGLE ON: Following the STAIRS . . . HIGHER and HIGHER up the

sheer western side of the MORGUL VALLEY - to the HIGH PEAKS

of the razor-like MOUNTAINS OF MORDOR.

GOLLUM (cont'd)

The secret stairs . . . climb!

SUDDENLY! FRODO staggers across the ROAD . . . as if some

FORCE, other than his own will, is at work! He lurches

towards the BRIDGE . . . towards MINAS MORGUL!

SAM

No, Mr Frodo!

GOLLUM

(desperate)

Not that way!

SAM runs after FRODO, catching him in his arms as he STUMBLES,

GOLLUM (cont'd)

What's it doing?

SAM

No!

SAM and GOLLUM pull FRODO from the BRIDGE.

FRODO

(disorientated)

They're calling me!

FRODO falls to the GROUND.

AT THAT MOMENT: the GROUND QUIVERS, and a great RUMBLING

NOISE rolls across the ground and ECHOES in the mountains.

The cold, dull MORGUL VALLEY is suddenly VIOLENT and FIERCE,

as UPRUSHING FLAME springs from MOUNT DOOM.

MINAS MORGUL ANSWERS: A FLARE of LIVID LIGHTNING, FORKS of

BLUE FLAME, SPRING UP from the TOWER into the SULLEN CLOUD.

INTERCUT WITH:

EXT. MINAS TIRITH BALCONY - NIGHT

ANGLE ON: VIOLENT FIERY FLASHES light the CLOUD above MORDOR

. . . SHARP THUNDER rolls across 40 MILES to MINAS TIRITH.

CLOSE ON: PIPPIN looking on in FRIGHTENED AWE. GANDALF'S

comforting HAND rests on his shoulder.

INTERCUT WITH:

EXT. MINAS MORGUL - NIGHT

SAM and GOLLUM lead FRODO to the STAIRS ...

ABOVE MINAS MORGUL the SKY is BRIGHT with LIGHT as the CITY,

erupts . . .

GOLLUM

Hide! Hide!

INTERCUT WITH:

EXT. MINAS TIRITH BATTLEMENTS - NIGHT

ANGLES ON: FACES of SOLDIERS and CIVILIANS of MINAS TIRITH as

they watch from the PARAPETS of the CITY.

INTERCUT WITH:

EXT. MINAS MORGUL - NIGHT

FRODO and SAM sink to the ground, holding their hands against

their ears, as out of the CITY comes a RENDING SCREECH . . .

SHIVERING, rising swiftly to a PIERCING PITCH beyond the

range of hearing. The terrible CRY ends, falling back through

a long sickening WAIL, to SILENCE.

ANGLE ON: FRODO slowly RAISES HIS HEAD . . . across the NARROW

VALLEY, directly opposite the HOBBITS, the LORD OF THE NAZGUL

- the WITCH KING - suddenly RISES UP out of the DEAD CITY on

his FELL-BEAST!

. .. ,as the WITCH KING settles on the BATTLEMENTS of MINAS

MORGUL. His DARK HEAD turns this way and that, sweeping the

shadows with unseen eyes - as if SENSING the RING !

ANGLE ON: FRODO breaking out into a COLD SWEAT. He squeezes

his eyes shut, clutching at his SHIRT as if it's on FIRE!

FRODO .

(gasping)

I can feel his blade!

THE CAVERNOUS GATE of MINAS MORGUL swings OPEN ...

. . . and. a HUGE ARMY MARCHES OUT!

RANK upon RANK of ARMOUR CLAD ORCS, moving SWIFTLY and

SILENTLY, pass close to FRODO and SAM in an ENDLESS STREAM of

RAGGED COLUMNS!

EXT. MINAS TIRITH BALCONY - NIGHT

CLOSE ON: GANDALF . .. .

GANDALF

(quiet)

We come to it at last ... the great battle

of our time.

INTERCUT WITH:

EXT. MINAS MORGUL - NIGHT

ANGLE ON: 75,000 ORCS MARCHING TO WAR, just below FRODO and SAM.

GANDALF V/0

This war is long planned. Sauron has hated

the west through many ages . . . It is a

hatred that flows from the depths of time,

across the deeps of the Sea.

The WITCH KING SWOOPS down the VALLEY to join the HEAD of his

ARMY. He vanishes into the GLOOM - a shadow into shadow.

CLOSE ON: GOLLUM peers out from his stony hiding place.

GOLLUM

(urgent)

Come, hobbits. We climb - we must climb!

ANGLE ON: FRODO, SAM and GOLLUM climb the STONY STAIRS high

above the MARCHING ARMY.

EXT. MINAS TIRITH BALCONY - NIGHT

ANGLE ON: GANDALF . . . thinking, calculating . . .

GANDALF

(to himself)

The board is set, the pieces are moving.

EXT. MINAS TIRITH SIXTH LEVEL - NIGHT

ANGLE ON: GANDALF striding BACK STREETS of the CITY . . . so

DETERMINED and PURPOSEFUL is he, that PIPPIN has to RUN to

keep up. GANDALF suddenly stops and looks down at PIPPIN . . .

GANDALF

Peregrin Took, my lad, there is a task to

be done. Another opportunity for one of the

Shire-folk to prove their great worth!

GANDALF kneels down and looks at PIPPIN earnestly, his hand

on PIPPIN'S shoulder.

GANDALF (cont'd)

You must not fail me.

GANDALF watches as PIPPIN hurries away.

EXT. WEST OSGILIATH, RIVER ANDUIN - NIGHT

WIDE ON: An ANCIENT STONE BRIDGE which spans the RUINS of

EAST and WEST OSGILIATH - a once MIGHTY GONDORIAN CITY.

WIDE ON: ITHILIEN RANGERS patrolling the BRIDGE and the

RIVERBANK.

WEST OSGILIATH has fallen into disrepair, but the DESOLATION

of EAST OSGILIATH is more pronounced - it is held by the

FORCES of MORDOR.

CAMERA tracks down beneath the BRIDGE to the DARK WATERS . . .

catching a STEALTHY MOVEMENT . . .

ANGLE ON: MANY BOATS, carrying MURDEROUS-LOOKING ORCS, are

quietly tracking down the RIVER. On board several HUNCHED

FIGURES steer with LONG OARS.

GOTHMOG

(to his oarsmen)

Quiet!

EXT. WEST OSGILIATH, RIVER ANDUIN - NIGHT

CLOSE ON: FARAMIR, CAPTAIN OF CONDOR, as he issues orders to

his SOLDIERS.

FARAMIR

(urgent)

To the river - quick!

ANGLE ON: ITHILIEN RANGERS take position; they are all

WEATHERED, HARDENED, PROFESSIONAL SOLDIERS . . . Watchful,

ready, waiting . . .

GOTHMOG

Faster!

ON THE RIVER the BOATS quietly advance.

ORC COMMANDER

Draw swords!

ANGLE ON: FARAMIR and his SOLDIERS lie in wait. As the BOATS

arrive HUNDREDS of ORCS race ashore. FARAMIR steps out, his

SWORD drawn. A FIERCE BATTLE ensues, but FARAMIR is unable to

stop the advance as HUNDREDS OF ORCS cross the WIDE BRIDGE

into WEST OSGILIATH.

EXT. MOUNT MINDOLLUIN - DAWN

HIGH ANGLE ON: A DIZZYING VIEW . . . Looking down on MINAS

TIRITH, 1000 FEET BELOW, as PIPPIN desperately scrambles up

the ROCKY MOUNTAINSIDE.

EXT. MINAS TIRITH BEACON - DAWN

PIPPIN clambers over a ROCKY LEDGE and ducks behind a STONE

WALL . . . panting HEAVILY.

ANGLE ON: An ancient STONE LEDGE holds a GREAT PILE of

FIREWOOD, secured in stacked bundles ... The MINAS TIRITH

BEACON!

TWO bored CITADEL GUARDS sit chatting ... passing the long

hours.

INTERCUT WITH:

EXT. MINAS TIRITH STREETS - DAWN

ANGLE ON: GANDALF as he waits tensely below . . .

INTERCUT WITH:

EXT. MINAS TIRITH BEACON - DAWN

ANGLES ON: PIPPIN as he stealthily manages to POUR OIL on the

WOOD and set a FLAME to it!

Within SECONDS, the GREAT PYRE is alight! The GUARDS look on

in TOTAL SURPRISE as the FLAMES ERUPT into the TWILIGHT SKY.

INTERCUT WITH:

EXT. MINAS TIRITH STREETS

ANGLE ON: GANDALF as the BEACONS burst into FLAMES ... His.

eyes flash briefly with TRIUMPH before he hurries off ...

EXT. MINAS TIRITH BATTLEMENTS - DUSK

ANGLE ON: The BEACON glows BRIGHTLY on the slopes of MOUNT

MINDOLLUIN, high above MINAS TIRITH ...

PULL BACK: GANDALF hurries to the BATTLEMENT, looking further

west along the WHITE MOUNTAINS.

GANDALF

(to himself)

Amon Din ... come on . . .

ANGLE ON: a bright FIRE ignites on a DISTANT MOUNTAIN PEAK.

NOISY COMMOTION in the city as PEOPLE realise the BEACONS

have been lit!

SOLDIER

(yelling)

The beacon! The beacon at Amon Din is lit!

FLASH INSERT: DENETHOR staringat the BEACON from the CITADEL

WINDOW . . . a look of BLACK FURY on his face.

ANGLE ON: GANDALF, a strange smile plays on his face . . .

GANDALF

(to himself)

Hope is kindled.

CUT TO:

EXT. WHITE MOUNTAINS AERIAL - NIGHT

AERIAL SHOT: MOVING over the WHITE MOUNTAINS . . . as the TRAIL

of GREAT FIRES slowly winds from PEAK TO PEAK.

EXT. EDORAS COURTYARD - DAWN

ANGLE ON: A ROCKY PEAK high above EDORAS . . . a GREAT BEACON

FIRE is IGNITED.

ON THE SOUNDTRACK: A BELL TOLLS urgently!

CLOSE ON: ARAGORN looks tensely out across the MOUNTAINS . . .

PULL BACK . . . ARAGORN runs towards the GOLDEN HALL.

INT. EDORAS, GOLDEN HALL - DAWN

CLOSE ON: ARAGORN bursts into the GOLDEN HALL.

ARAGORN

The beacons of Minas Tirith! The beacons

are lit! Condor calls for aid!

ANGLE ON: THEODEN looks up startled.

CLOSE ON: EOWYN, EOMER turn to look at their UNCLE ... tension

builds.

CLOSE ON: THEODEN his head lowered . . . Slowly it rises - he

looks ARAGORN in the EYE.

THEODEN

Then Rohan will answer. Muster the

Rohirrim!

EXT. EDORAS COURTYARD - DAWN

WIDE ON: EDORAS LOOKOUT . . . A SOLDIER RINGING the GREAT BELL

in alarm as below, in the COURTYARD, SOLDIERS mount their

STEEDS amid great activity.

ANGLE ON: THEODEN striding purposefully outside, flanked by

EOMER and his SOLDIERS ...

THEODEN

Assemble the army at Dunharrow - as many

men as can be found. You have two days ...

On the third, we ride for Condor ... and

war!

ANGLE ON: THEODEN strides onto the PARAPETS . . .

THEODEN (cont'd)

Gamling, make haste across the Riddermark

... Summon every able-bodied man to

Dunharrow!

ANGLE ON: THEODEN watches as below the SOLDIERS prepare.

ANGLE ON: EOWYN hurriedly pulling on RIDING GLOVES, preparing

to mount her HORSE.

ARAGORN

You ride with us?

EOWYN turns and runs SMACK into ARAGORN ...

EOWYN

Just to the encampment. It's tradition for

the women of the Court to farewell the men.

ARAGORN smiles . . . reaching past her, he lifts a cover to reveal

a SWORD, strapped to the side of the saddle of her HORSE.

EOWYN deftly pulls the cover back down. She looks at ARAGORN.

EOWYN (cont'd)

(softly)

The Men have found their Captain - they

will follow you into battle, even to death.

(quietly)

You have given us hope.

PULL BACK: to reveal THEODEN stares around at the STREETS and

PEOPLE of EDORAS . . . it is as if he knows he will not see

this place again.

THEODEN V/0

So . . . It is before the walls of Minas

Tirith that the doom of our time will be

decided.

ANGLE ON: EOMER astride his horse, calls to the assembled

SOLDIERS . . .

EOMER

Now is the hour! Riders of Rohan - oaths

you have taken. Now, fulfil them all - to

Lord and land!

EXT. PLAINS OF ROHAN - DAY

ANGLE ON: THEODEN astride SNOWMANE, as he, EOMER, ARAGORN &

MERRY and LEGOLAS & GIMLI ride out AMID a GREAT COLUMN of

ROHIRRIM, THUNDERING towards DUNHARROW in the MOUNTAINS.

EXT. WEST OSGILIATH, RIVER ANDUIN - DAY

ANGLE ON: FARAMIR and his MEN are fighting a losing BATTLE

against the MORDOR invasion.

MADRIL

We can't hold them. The city is lost!

FARAMIR

Tell the men to break up. We ride for Minas

Tirith.

ON THE SOUNDTRACK: OMINOUS SOUNDS of WIND RISING ... HUGE

WINGS BEATING ...

RANGER

Nazgul!

SPINNING ANGLE: FARAMIR looks up at the SKY . . . ITHILIEN

RANGERS are suddenly nervous, frightened . . . A HUGE SHADOW

passes overhead!

FARAMIR

Take cover!

A SUDDEN TERRIFYING SHRIEK rends the AIR!

FARAMIR (cont'd)

Pull back! Pull back to Minas Tirith!

ANGLE ON: SOLDIERS RETREATING through the RUINS of the CITY

as, high in the sky above, the NAZGUL swoop ...

ANGLE ON: MADRIL as he is cut down by an ORC . . .

CLOSE ON: MADRIL . . . his breathing quick and shallow . . .

footsteps approach . . .

ANGLE ON: The HIDEOUSLY deformed features of GOTHMOG standing

over the prone figure of the INJURED RANGER.

Grabbing a spear from a nearby underling, GOTHMOG drives the

shaft into MADRIL'S chest . . .

CLOSE ON: GOTHMOG surveys the carnage with satisfaction.

GOTHMOG

The age of men is over. The time of the Ore

has come.

EXT. PELENNOR FIELDS - DAY

FARAMIR and a few survivors flee WEST OSGILIATH, desperately

riding toward MINAS TIRITH . . . in the SKY above DARK SHAPES

pursue them ...

ANGLE ON: SUDDENLY, from on HIGH, the NAZGUL strike!

TILT DOWN ... following the NAZGUL as it SWOOPS out of LOWLYING,

MURKY CLOUDS tossing MEN in the AIR like LIMP RAG-DOLLS!

AT THAT MOMENT: Across the PLAIN, a FIGURE clothed in WHITE

rides towards them!

From the BATTLEMENTS of MINAS TIRITH, a call . . . "The White

Rider!"

EXT. PELENNOR FIELDS - DAY

WIDE ON: GANDALF as he spurs SHADOWFAX forward! PIPPIN clings

tightly to the great horses MANE.

ANGLE ON: FARAMIR, SWORD in hand, remains at the REAR, trying

desperately to fend off the DEADLY ASSAULT . . .

AGAIN the FELL-BEASTS DIVE low ...

GANDALF thunders into view, raising his STAFF ...

A SHAFT OF WHITE LIGHT suddenly stabs upwards! The NAZGUL

SWERVES AWAY from the LIGHT, as it pierces the LOW CLOUD!

For a BRIEF MOMENT, SUNLIGHT streams through the hole onto

PELENNOR FIELDS . . . The NAZGUL circle away from the SUN RAYS,

swiftly spiralling higher and higher.

The NAZGUL defeated, GANDALF and the RANGERS ride towards the

safety of MINAS TIRITH.

EXT. MINAS TIRITH GATES - DAY

ANGLE ON: IORLAS runs towards the GATES, yelling . . .

IORLAS

Open the Gates! Pull!

The GREAT GATES OPEN, allowing GANDALF, PIPPIN, FARAMIR and

the OSGILIATH SURVIVORS to RIDE IN . . . Nearly 100 WOUNDED AND

SHOCKED MEN.

AS GANDALF pulls SHADOWFAX up . . .

FARAMIR

Mithrandir!

ANGLE ON: FARAMIR STEERS HIS HORSE through the CROWD towards

GANDALF ...

FARAMIR (cont'd)

They broke through our defences. They have

taken the bridge and the West Bank.

Battalions of Ores are crossing the River.

IORLAS

It is as the Lord Denethor predicted - long

has he foreseen this doom!

GANDALF

Foreseen and done nothing!

FARAMIR suddenly STARES at PIPPIN. GANDALF reads the surprise

in his eyes.

GANDALF (cont'd)

Faramir? ... This is not the first halfling

to have crossed your path ...

FARAMIR shakes his head.

FARAMIR

No.

PIPPIN

(disbelief)

You've seen Frodo and Sam?

FARAMIR NODS.

GANDALF

Where? When?

FARAMIR

In Ithilien, not two days ago. Gandalf -

they are taking the road to the Morgul

Vale.

GANDALF

(shocked realisation)

. . . And then the Pass of Cirith Ungol.

CLOSE ON: GANDALF, deeply troubled.

PIPPIN

What does that mean? What's wrong?

GANDALF

(urgent)

Faramir . . . Tell me everything.

EXT. CIRITH UNGOL STAIRS - NIGHT

ANGLE ON: FRODO and SAM following GOLLUM up the dizzying

STAIRWAY, carved into the SHEER CLIFF.

The STEPS are NARROW, UNEVENLY SPACED, and many are BROKEN.

They are so STEEP that FRODO and SAM climb as if on a LADDER

their desperate FINGERS clinging to the STEPS ABOVE - trying

not to look at the LONG BLACK FALL below them.

ANGLE ON: FRODO'S foot slips and for a brief moment he is

HANGING PRECARIOUSLY from the ROCK-FACE.

GOLLUM

Careful, Master - careful! Very far to

fall. Very dangerous on the stairs.

EXT. CIRITH UNGOL LEDGE - NIGHT

ANGLE ON: GOLLUM peering down from ABOVE . . . he has reached a

SMALL LEDGE.

GOLLUM

Come, Master.

CLOSE ON: FRODO tries to CLAMBER UP onto the LEDGE . . . as he

does, the RING slips out of his SHIRT and DANGLES in FULL

VIEW of GOLLUM!

CLOSE ON: GOLLUM rears back in shock . . . tenses like a CAT,

EYES WIDENING.

GOLLUM (cont'd)

(dreamlike)

Come to Smeagol.

ANGLE ON: FRODO, head bowed, trying to pull himself up. He

doesn't notice GOLLUM'S HAND reaching for the RING !

CLOSE ON: GOLLUM'S FINGERS . . . closing in on the RING . . .

ANGLE ON: SAM, still TEETERING on the PRECIPITOUS STAIRS

DRAWS HIS SWORD!

SAM

(alarmed yell)

Mr Frodo!

STARTLED, FRODO looks down at SAM, losing his footing in the

process . . .

SAM (cont'd)

Get back, you. Don't touch him!

ANGLE ON: SAM'S horrified face as . . .

GOLLUM'S out-stretched HAND suddenly GRASPS FRODO'S ARM

pulling him SAFELY onto the LEDGE.

GOLLUM glares down at SAM.

GOLLUM

Why does he hates poor Smeagol? What has

Smeagol ever done to him? Master?

CLOSE ON: GOLLUM blinks, masking the MALICE of his EYES with

their heavy pale lids.

GOLLUM (cont'd)

Master carries heavy burden . . . Smeagol

knows . . . Heavy, heavy burden. Fat one

cannot know. Smeagol look after Master.

CLOSE ON: GOLLUM creeps CLOSE to FRODO and WHISPERS in his

ear:

GOLLUM (cont'd)

(rasping whisper)

He wants it - he needs it. Smeagol sees it

in his eye. Very soon he will ask you for

it - you will see . . . the Fat One will take

it from you.

CLOSE ON: FRODO looking at SAM . . . his hand strays to his

NECK, closing tight around the RING.

CUT TO:

EXT. OSGILIATH - DAY

HIGH ABOVE OSGILIATH, the SINISTER PROFILE of the WITCH KING

seated on a FELL BEAST as GOTHMOG stands, awaiting his

orders.

WITCH KING

(clinical)

Send forth all legions. Do not stop the

attack until the city is taken. Slay them

all.

GOTHMOG

What of the Wizard?

SLOWLY the WITCH KING' S HEAD turns . . .

WITCH KING

I shall break him.

EXT. MINAS TIRITH BATTLEMENTS - DAY

REACTIONS: OF GONDORIAN SOLDIERS upon the MINAS TIRITH

BATTLEMENTS . . . AWE . . . FEAR . . . TERROR!

ANXIOUS SOLDIERS crowd around GANDALF.

SOLDIER 1

(worried)

Where are Theoden's riders?

SOLDIER 2

Will Rohan's army come?

SOLDIER 1

Mithrandir?

GANDALF

(grim)

Courage is the best defence that you have

now.

CUT TO:

INT. MINAS TIRITH TOWER HALL - DAY

CLOSE ON: PIPPIN . . . DRESSED in OVER-SIZED ARMOUR . . . kneels

before DENETHOR . . .

PIPPIN

(nervous)

Here do I swear fealty and service to

Gondor, in peace or war, in living or

dying, from this hour henceforth, until my

lord release me, or death take me.

DENETHOR

And I shall not forget it, nor fail to

reward that which is given ...

ANGLE ON: DENETHOR proffers his RING which PIPPIN kisses . . .

DENETHOR (cont'd)

... fealty with love ...

DENETHOR gently raises PIPPIN'S head . . . DENETHOR'S eyes meet

FARAMIR' S.

DENETHOR (cont'd)

... valour with honour ...

DENETHOR crosses to a table ... Attendants BEGIN SERVING him

a MEAL . . .

DENETHOR (cont'd)

... disloyalty with vengeance.

DENETHOR addresses his meal . . .

DENETHOR (cont'd)

(reasonable)

I do not think we should so lightly abandon

the outer defences; defences that your

brother long held intact.

FARAMIR

What would you have me do?

DENETHOR

I will not yield the River and Pelennor

unfought - Osgiliath must be retaken.

FARAMIR

My Lord, Osgiliath is overrun.

DENETHOR

Much must be risked in war. Is there a

Captain here who still has the courage to

do his Lord's will?

CLOSE ON: FARAMIR as he finally realises the truth.

FARAMIR

(quietly)

You wish now that our places had been

exchanged, that I had died and Boromir had

lived?

CLOSE ON: For a brief second, DENETHOR seems to hesitate,

then ...

DENETHOR

(coldly)

Yes, I wish that.

FARAMIR

Since you are robbed of Boromir, I will do

what I can in his stead.

ANGLE ON: FARAMIR bows low to DENETHOR, then turns to leave,

stops, turns back ...

FARAMIR (cont'd)

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

father.

DENETHOR

That will depend on the manner of your

return.

DENETHOR continues with his meal. FARAMIR exits.

CUT TO:

EXT. CIRITH UNGOL LEDGE - DAWN

AERIAL SHOT: . . . HIGH above MINAS MORGUL, on the SMALL LEDGE

next to the STAIRS, LIE the FIGURES of FRODO, SAM and GOLLUM.

SAM watches a sleeping GOLLUM suspiciously as he desperately

tries to stay awake. SLOWLY, INEVITABLY, SAM, falls asleep.

CLOSE ON: GOLLUM'S EYES SNAP OPEN . . . he sits up and quietly

crawls towards SAM'S KNAPSACK.

SAM breathes deeply now, heavily asleep.

GOLLUM grimaces in DISTASTE as he pulls out the LEMBAS BREAD

. .. Quietly he SPRINKLES CRUMBS over the sleeping SAM.

ANGLE ON: GOLLUM as he throws the remaining LEMBAS BREAD over

the cliff.

CLOSE ON: SAM'S EYES flick open . . . GOLLUM spins around,

caught off guard . . .

SAM

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

SMEAGOL

(prevaricating)

Sneaking? Sneaking? Fat Hobbit is always so

polite. Smeagol shows them secret ways that

nobody else could find and they say

"Sneak!", "Sneak!". Very nice friends, oh

yes, my Precious, very nice.

SAM

Alright, alright - you just startled me is

all.

(peering over the cliff's edge)

What were you doing?

SMEAGOL

(sly)

Sneaking!

Too exhausted to argue, SAM turns away.

SAM

Fine, have it your own way.

SAM gently shakes FRODO'S shoulder. -

SAM (cont'd)

Sorry to wake you, Mr Frodo. We have to be

moving on.

SAM rummages through his KNAPSACK, looking for a bite to eat.

FRODO sits up slowly.

FRODO .

It's dark still.

SAM

It's always dark here -

CLOSE ON: SAM stops rummaging . . . SHOCK on his face.

SAM (cont'd)

It's gone . . . the Elven bread!

FRODO

(alarmed)

What? That's all we have left!

SAM slowly turns to GOLLUM ...

SAM

(dawning realisation)

He took it! He must have!

GOLLUM

(shocked)

Smeagol? No, no, not poor Smeagol. Smeagol

hates nasty Elf bread!

SAM

You're a lying wretch! What did you do with

it?

FRODO

He doesn't eat it . . . he can't have taken

it.

CLOSE ON: GOLLUM slaps his hand against SAM'S JACKET . . .

sending LEMBAS CRUMBS RAINING DOWN!

GOLLUM

What's this? Crumbs on his jacketses!

(fake outrage)

He took it! He took it! I seen him, he's

always stuffing himself when Master's not

looking!

SAM

(angry)

That's a filthy lie!

SAM is ENRAGED . . . he throws himself at GOLLUM .. punching

him!

SAM (cont'd)

(yelling)

You stinking two-faced sneak! Call me a

thief . . .

FRODO

(yelling)

Sam! Stop it!

FRODO pulls SAM off GOLLUM ...

SAM

(yelling)

I'll kill him! I'll kill him!

FRODO

No, Sam!

FRODO COLLAPSES on the GROUND!

CLOSE ON: SAM'S horrified face!

SAM

Alight, I'm sorry, I didn't mean for it to

go so far, I was so angry . . . Here, let's

rest up a bit.

SAM attempts to fuss around FRODO ...

FRODO

(exhausted)

I'm alright.

SAM

No, no, you're not alright! You're

exhausted! It's that Gollum; it's this

place; it's that thing around your neck. I

could help a bit . . . I could carry it for a

while - share the load.

CLOSE ON: A terrible light comes into FRODO'S eyes as he

STARES into the EARNEST eyes of SAM.

FRODO

Get away!

FRODO pushes SAM away, clutching at the RING beneath his shirt

SAM

(confused)

I don't want to keep it . . . I just want to

help!

FRODO rises to his FEET, as if empowered with a frightening

intense ENERGY.

GOLLUM

See! See! He wants it for himself.

SAM

(beside himself)

Shut up, you! Go away. Get out of here.

CLOSE ON: FRODO ...

FRODO

(quietly)

No, Sam . . . it's you.

SAM stares at FRODO with DISBELIEF.

FRODO (cont'd)

I'm sorry, Sam ...

CLOSE ON: TEARS WELL in SAM'S eyes . . .

SAM

(hopelessly)

But . . . he's a liar . . . he's poisoned you

against me.

FRODO

You can't help me anymore.

SAM

You don't mean that.

FRODO

(eerie calm)

Go home.

CLOSE ON: TEARS spill down SAM'S cheeks . . . as FRODO TURNS AWAY!

ANGLE ON: FRODO and GOLLUM leave . . . SAM is in complete

MISERY.

EXT. MINAS TIRITH STREETS - DAY

ANGLE ON: FARAMIR leading a COLUMN of 200 KNIGHTS through the

STREETS towards the CITY GATE ... PEOPLE are rushing forward,

THROWING FLOWERS over the KNIGHTS.

CLOSE ON: GANDALF hurries alongside FARAMIR'S HORSE.

GANDALF

Faramir! Your father's will has turned to

madness! Do not throw away your life so

rashly!

FARAMIR

(deadened)

Where does my allegiance lie if not here?

GANDALF reads the PAIN in FARAMIR'S eyes . . . he calls after

him, trying one more time to stop the YOUNG MAN.

GANDALF

Your father loves you, Faramir!

(quietly)

And will remember it before the end.

EXT. MINAS TIRITH BATTLEMENTS - DAY

HIGH ANGLE: FARAMIR leads the 200 MOUNTED KNIGHTS through the

GATES OF MINAS TIRITH and across the PELENNOR FIELDS towards

the RUINS of OSGILIATH.

ANGLE ON: The people of MINAS TIRITH watch from the

BATTLEMENTS.

HIGH WIDE: FARAMIR'S KNIGHTS FAN OUT . . . to form one straight

line of 200 HORSEMEN.

EXT. WEST OSGILIATH - DAY

GOTHMOG and his MEN watch as the KNIGHTS approach.

INT. TOWER HALL, MINAS TIRITH - DAY

FAST PUSH IN . . . to PIPPIN looking on as DENETHOR eats.

DENETHOR

Can you sing, Master Hobbit?

PIPPIN

(uneasy)

Well . . . yes, at least, well enough for my

own people ... but we have no songs for

great halls and evil times . . . we seldom

sing of anything more terrible than wind or

rain.

DENETHOR

And why should your songs be unfit for my

halls, or for hours such as these. Come -

sing me a song!

PIPPIN'S simple, clear voice echoes through the VAST HALL.

PIPPIN V/0

Home is behind, the world ahead,

And there are many paths to tread.

Through shadow to the edge of night

Until the stars are all alight.

Mist and shadow, cloud and shade:

All shall fade, all shall fade.

INTERCUT WITH:

EXT. PELENNOR FIELDS/OSGILIATH RUINS - DAY

ANGLE ON: SLOW MOTION . . . TRACKING WITH THE 200 MOUNTED

KNIGHTS.

ANGLE ON: SLOW MOTION . . . GOTHMOG rises amidst the RUINS of

OSGILIATH.

ANGLE ON: SLOW MOTION . . . FARAMIR'S KNIGHTS - 75 yards away -

thundering towards camera.

PULL BACK . . . to GOTHMOG . . . he turns to CAMERA and RAISES

HIS BOW.

ANGLE ON: SLOW MOTION . . . Behind GOTHMOG - all over the

RUINED CITY - 5000 ORC ARCHERS rise to their feet . . . BLACK

ARROWS already strung on their BOWS!

CLOSE ON: SLOW MOTION . . . FARAMIR YELLING defiantly.

WIDE PROFILE: SLOW MOTION . . . FARAMIR'S 200 KNIGHTS ride

straight into a BLACK WALL of FLYING ARROWS . . .

AS ONE, the HORSES and HORSEMEN collapse into a CARTWHEELING,

TUMBLING HEAP . . . within seconds all are MOTIONLESS.

CLOSE ON: NORMAL SPEED . . . FAST CUTS of SCREAMING ORCS . .

.

INT. TOWER HALL, MINAS TIRITH - DAY

THROUGHOUT the above sequence DENETHOR has continued to EAT.

ANGLE ON: PIPPIN finishes his bittersweet song . . . he looks

up at DENETHOR who continues as if he has not sent his son to

his death.

ANGLE ON: PIPPIN turns away, his SORROW etched on his YOUNG

FACE ...

EXT. MINAS TIRITH COURTYARD - DAY

GANDALF sits quietly in a COURTYARD, alone, defeated.

EXT. OSGILIATH BRIDGE - DAY

GREAT SIEGE TOWERS and CATAPULTS are ROLL along the REPARIED

BRIDGE which spans both sides of OSGILIATH ... They head

straight towards MINAS TIRITH ...

EX. DUNHARROW ENCAMPMENT - DUSK

ANGLES ON: ARAGORN, THEODEN, EOMER, MERRY, LEGOLAS and GIMLI

GALLOP into a VAST CAMP beneath the COVER OF TREES ...

TEEMING with MEN, HORSES and TENTS.

ANGLE ON: THEODEN acknowledges GRIMBOLD, a MARSHALL OF ROHAN,

as he passes by a GROUP of SOLDIERS.

THEODEN

Grimbold, how many?

GRIMBOLD

I bring five hundred men from the Westfold,

my Lord.

ROHAN MARSHALL (0.S.)

We have three hundred more from Fenmarch,

Theoden, King.

THEODEN smiles grimly as he rides on.

DENETHOR

(quietly)

Where are the riders from Snowbourne?

GAMLING (O.S.)

None have come, My Lord.

EXT. DUNHARROW PLATEAU - DUSK

ARAGORN joins THEODEN on a BLUFF overlooking the ENCAMPMENT

BELOW ...

CAMERA CRANES to REVEAL: THOUSANDS of MEN and HORSES! Smoke

from many small CAMP-FIRES has filled the VALLEY with a

TWILIGHT HAZE.

THEODEN

(quietly)

Six thousand spears . . . less than half of

what I had hoped for . . .

ANGLE ON: ARAGORN turns to THEODEN ...

ARAGORN

Six thousand will not be enough to break

the lines of Mordor.

THEODEN

More will come.

ARAGORN ;

Every hour lost hastens Condor's defeat. We

have till dawn. Then we must ride.

CLOSE ON: THEODEN realising what ARAGORN is saying - no

matter the numbers he must commit to war by the morning.

THEODEN nods.

The HORSES whinny loudly in the distance ... THEODEN looks up

at the MOUNTAIN which looms behind them . . .

EXT. DUNHARROW PLATEAU - DUSK

ANGLE ON: HORSES rearing in terror as ROHAN SOLDIERS try to

quieten them ...

ANGLE ON: LEGOLAS and GIMLI move through the CAMP . . .

CLOSE ON: LEGOLAS looking at a group of ROHAN SOLDIERS . . .

they sit quiet and hunched ... no-one speaking ...

LEGOLAS looking toward EOMER who is unsaddling his HORSE ...

LEGOLAS

(uneasy)

The horses are restless . . . And the men are -;.

quiet ..?

EOMER

They grow nervous in the shadow of the

mountain . . .

GIMLI'S eyes travel to a ROW of ANCIENT STANDING STONES that

mark the ENTRANCE to a ROAD leading away from the ENCAMPMENT

and INTO the MOUNTAIN.

GIMLI

That road there - where does that lead?

LEGOLAS

It is the road to the Dimholt ... The door

under the mountain.

EOMER

None who venture there ever return.

(under his breath)

That mountain is evil . . .

ANGLE ON: ARAGORN stands before the road as though transfixed

... before him a HORSE whinnies and pulls at his ropes

nervously . . .

ARAGORN POV: A GHOSTLY FIGURE seems to emerge from the gloom

... ARAGORN starts in fright as . . .

GIMLI O.S

Aragorn!

ANGLE ON: ARAGORN stares down at the LITTLE DWARF . . .

GIMLI

Let's find some food.

ARAGORN casts another look back at the ANCIENT STANDING

STONES before following GIMLI.

EXT. DUNHARROW PLATEAU - DUSK

ANGLE ON: All is quiet in the ENCAMPMENT...

INT. EOWYN'S TENT, DUNHARROW - NIGHT

ANGLE ON: EOWYN kneels before MERRY, adjusting his HELMET

STRAP.

EOWYN

There! A true Esquire of Rohan.

MERRY exhales - excited and terrified in equal measure. In

his EXCITEMENT, he draws his SWORD ...

EOWYN steps back, laughing ...

MERRY

Sorry. It isn't all that dangerous.

(despondent)

It isn't even sharp.

EOWYN

Well, that's no good. You won't kill many

Ores with a blunt blade. Come on.

EXT. DUNHARROW PLATEAU - NIGHT

As EOWYN and MERRY leave the tent, EOMER and GAMLING are

sitting nearby, finishing a meal ... EOWYN ushers MERRY off.

EOWYN

To the Smithy .- go!

MERRY hurries off . . . EOMER watches the YOUNG HOBBIT leave.

EOMER

You should not encourage him.

EOWYN

And you should not doubt him.

EOMER

I do not doubt his heart ... Only the reach

of his arm.

CLOSE ON: GAMLING stifles a laugh . . . EOWYN turns on both of

them . . . .

EOWYN

Why should Merry be left behind? He has as

much cause to go to war as you.

(to herself)

Why can he not fight for those he loves?

ANGLE ON: At the PLATEAU edge, a GUARD looks down the STEEP

PRECIPICE as a HORSE and RIDER move along the RIDGE ...

EXT. DUNHARROW TRACK - NIGHT

ANGLES ON: The HOODED FIGURE slowly RIDES up the NARROW ZIGZAG

TRACK leading up to the PLATEAU ...

INT. ARAGORN'S TENT, DUNHARROW - NIGHT

ANGLE ON: ARAGORN tosses in his SLEEP, disturbed by images

and voices . . .

GANDALF V/0

Look to the Black Ships . . .

In ARAGORN'S dream ARWEN suddenly WAKES ...

ARWEN V/0

I choose a mortal life . . . I wish I could

have seen him, one last time ...

As ARWEN lies dying, the EVENSTAR falls from her fingers ...

At that moment, ARAGORN wakes, his SWORD quickly in his HAND

. . . A GUARD stands in the DOORWAY ...

GUARD

King Theoden awaits you, my Lord.

EXT. DUNHARROW PLATEAU - NIGHT

ARAGORN hurries towards THEODEN'S TENT ...

INT. THEODEN'S TENT, DUNHARROW PLATEAU - NIGHT

ANGLE ON:- THEODEN looks up as ARAGORN enters.

THEODEN

I take my leave.

ANGLE ON: THEODEN bows slightly to the HOODED FIGURE and

LEAVES, shooting ARAGORN a strange look as he goes ...

CLOSE ON: The FIGURE stands and pulls back the HOOD . . . to

reveal ... ELROND.

ARAGORN

My Lord, Elrond.

ELROND

I come on behalf of one whom I love.

ELROND'S face is ETCHED with PAIN ...

ELROND (cont'd)

Arwen is dying.

ANGLE ON: ARAGORN receiving this news ... ASHEN-FACED.

ARAGORN

She stayed?

ELROND

She will not long survive the evil that now

spreads from Mordor.

ELROND'S eyes fall to the EVENSTAR which hangs around

ARAGORN'S neck . . .

ELROND (cont'd)

The light of the Evenstar is failing. As

Sauron's power grows, her strength wanes.

Arwen's life is now tied to the fate of the

Ring. The Shadow is upon us, Aragorn, the

end has come.

ARAGORN

It will not be our end, but his.

ELROND

You ride to war, but not to victory.

Sauron's armies march on Minas Tirith -

this you know - but in secret he sends

another force which will attack from the

river . . .

CLOSE ON: ARAGORN looks at ELROND in shock.

ELROND (cont'd)

A fleet of Corsair ships sails from the

South.

FLASH INSERT: A FLEET of BLACK SAILS moving along a SILVER

RIBBON of WATER .

ELROND (cont'd)

They will be in the city in two days . . .

You're out-numbered, Aragorn. You need more

men.

ARAGORN

There are none.

ELROND hesitates a BEAT ...

ELROND

(quietly)

There are those who dwell in the mountain.

A SUDDEN WIND rushes through the TENT, lifting HANGINGS,

scattering MAPS, knocking over GOBLETS . . .

As ARAGORN looks at ELROND, an IMAGE FLASHES in his MIND'S

EYE . . . The GHOSTLY FIGURE on the DIMHOLT ROAD . . .

ARAGORN looks at ELROND in shock . . .

ARAGORN

Murderers, traitors - you would call upon

them to fight? They believe in nothing.

They answer to no-one.

ELROND

They will answer to the King of Condor.

ARAGORN' S eyes fall to a PLAIN BLACK SCABBARD, which ELROND

draws from beneath his robes.

CLOSE ON: ELROND' S long white fingers draw the hilt of a

SWORD from the scabbard to reveal . . . a ELVEN SWORD glints in

the firelight!

ELROND (cont'd)

Anduril, flame of the West . . . forged from

the shards of Narsil.

ARAGORN takes the sword . . . staring at it in wonder.

ARAGORN

Sauron will not have forgotten the sword of

Elendil . . .

ARAGORN draws the long blade from its sheath . . .

ARAGORN (cont'd)

. . . the blade that was broken shall return

to Minas Tirith.

ELROND

The man who can wield the power of this

sword can summon to him an army more deadly

than any that walks this earth.

ELROND stares hard at ARAGORN . . .

ELROND (cont'd)

Put aside the Ranger - become who you were

born to be - take the Dimhplt Road.

A HEAVY SILENCE hangs in the room.

ELROND (cont'd)

(ELVISH: with subtitles)

Onen i-estel Edain.

I give hope to Men.

ARAGORN

(ELVISH: with subtitles)

U-chebin estel anim.

I keep none for myself.

ANGLE ON: ARAGORN re-sheathes the SWORD.

EXT. DUNHARROW PLATEAU - NIGHT

ANGLE ON: As ARAGORN readies BREGO for leaving EOWYN

approaches ... her temper barely held in check.

EOWYN

Why are you doing this?

ARAGORN looks over his shoulder at her . . .

EOWYN (cont'd)

The war lies to.the East. You cannot leave

on the eve of battle. You cannot abandon

the men.

ARAGORN

Eowyn . . .

EOWYN

We need you here - ,

ARAGORN rounds on her ...

ARAGORN

Why have you come?

EOWYN

(hesitant)

Do you not know?

ARAGORN looks at her sadly, not wanting to hurt her.

ARAGORN

(gentle)

It is but a shadow and a thought that you

love . . . I cannot give you what you seek.

EOWYN steps back at though STRUCK . . . she watches stricken as

ARAGORN leaves . . .

EXT. DUNHARROW PLATEAU'- NIGHT

ANGLE ON: ARAGORN leads his horse through the TENTS towards

the DIMHOLT ROAD.

A LIGHT FLARES ahead.of him . . .

ANGLE ON: A SHORT FIGURE steps out of the SHADOWS . . . PIPE in

hand.

GIMLI

And just where do you think you're off to?

ARAGORN looks at GIMLI - GRATEFUL for his COURAGE but

determined to go ALONE.

ARAGORN

Not this time ... This time you must stay,

my friend.

LEGOLAS O.S

Have you learnt nothing of the stubbornness

of Dwarves?

ANGLE ON: ARAGORN looks at LEGOLAS as he appears, leading his

HORSE - already SADDLED.

GIMLI steps closer to ARAGORN.

GIMLI

You might as well accept it - we're going

with you, laddie.

ARAGORN shakes his head, smiling his acceptance.

ANGLE ON: ARAGORN, LEGOLAS and GIMLI as they slowly ride

towards the BACK of the PLATEAU . . . Past the ANCIENT

STANDING STONES that lead to the NARROW PASS.

EXT. DUNHARROW PLATEAU - NIGHT

ANGLE ON: THEODEN and GAMLING watch the RETREATING FIGURES of

ARAGORN, LEGOLAS and GIMLI ... ROHAN SOLDIERS emerge from

their tents, crestfallen to see ARAGORN leave.

ARAGORN, LEGOLAS and GIMLI disappear into the SHADOWS of the

MOUNTAINS. The ROHAN SOLDIERS murmur among themselves,

"What's happening?", "Where's he going?"

GAMLING

Lord Aragorn!

ROHAN SOLDIER O.S.

Why does he leave on the eve of battle?

GAMLING

He leaves because there is no hope.

CLOSE ON: THEODEN as he moves forward.

THEODEN

He leaves because he must.

GAMLING

Too few have come. We cannot defeat the

armies of Mordor.

THEODEN

No, we cannot . . .

(surveying his frightened Men)

But we will meet them in battle,

nonetheless.

EXT. THEODEN'S TENT, DUNHARROW PLATEAU - DAWN

ANGLE ON: THEODEN looks at EOWYN who stands as if turned to

stone ... she is looking up at a LIGHTENING SKY ... The QUIET

before the MEN depart for WAR . . .

THEODEN

(gentle)

I have left instruction: the people are to

follow your rule in my stead ... take up my

seat in the Golden Hall ... long may you

defend Edoras if the battle goes ill.

ANGLE ON: EOWYN turns to the KING ... her FACE a BLANK ...

She speaks without emotion.

EOWYN

What other duty would you have me do, my

Lord?

THEODEN moves towards her, taking up her HAND . . .

THEODEN

(quiet)

Duty? ... No, I would have you smile again -

not grieve for those whose time has come.

EOWYN slowly lifts her head . . .

THEODEN (cont'd)

You shall live to see these days renewed.

CLOSE ON: THEODEN lifts EOWYN faces to look into her EYES . . .

THEODEN (cont'd)

(whisper)

No more despair.

EXT. DIMHOLT ROAD - DAY

ANGLE ON: ARAGORN, LEGOLAS and GIMLI make their way up a.

GLOOMY CANYON, shadowed by BLACK FIR TREES. The shadowed

ridges of the DWIMORBERG MOUNTAIN rise BEFORE THEM.

It is a SPOOKY PLACE.

GIMLI

What kind of an army would linger in such a

place?

LEGOLAS

One that is cursed ... Long ago the Men of

the Mountain swore an oath to the last King

of Condor - to come to his aid, to fight,

but when the time came, when Condor's need

was dire, they fled ... Vanishing into the

darkness of the mountain ... And so Isildur

cursed them - never to rest until they had

fulfilled their pledge.

SILENCE surrounds them, there are no birds, no wind. Only the

OMINOUSLY MUFFLED THUD of their horses hooves on the dank FIRNEEDLES.

EXT. DIMHOLT GLEN - DAY

ANGLE ON: Before them, at the ROOT OF THE MOUNTAIN, a SHEER

WALL of ROCK towers . . .

GIMLI

(terrified whisper)

The very warmth of my blood seems stolen

away.

Within the walls, a creepy DARK DOOR gapes like a mouth of

night. SIGNS and FIGURES are carved above its WIDE ARCH.

LEGOLAS

(translating)

The way is shut. It was made by those who

are dead, and the Dead keep it. The way is

shut.

AT THAT MOMENT: A CHILL WIND seems to rush out of the DOORWAY

. . . ARAGORN stares into the BLACKNESS, his HAIR BLOWING

WILDLY. The HORSES REAR and'BUCK'in terror, turning and

GALLOPING AWAY.

ARAGORN

Brego!

The three HORSES DISAPPEAR ... ARAGORN turns resolutely

towards the DOORWAY . . .

ARAGORN (cont'd)

(steely resolve)

I do not fear death ...

ANGLE ON: ARAGORN WALKING into the BLACKNESS.

LEGOLAS quickly follows . . . swallowed by the DARKNESS.

CLOSE ON: GIMLI left ALONE . . . He hesitates, struggling with hi

FEAR.

GIMLI

Well, this is a thing unheard of ... An Elf

will go underground when a Dwarf dare not.

(gritting his teeth)

Oh! I'd never hear the end of it!

GIMLI plunges into the TUNNEL behind the OTHERS!

EXT. DUNHARROW ENCAMPMENT - DAWN

MUCH ACTIVITY ... HORNS SOUND ... the ENTIRE CAMP is on the

MOVE ... fires are DOUSED, TENTS pulled down, HORSES saddled.

EXT. DUNHARROW PLATEAU - DAWN

ANGLE ON: THEODEN strides through the CAMP, EOMER at his SIDE.

THEODEN

We must ride light and swift. It's a long

road ahead ... and man and beast must reach

the end with the strength to fight.

ANGLE ON: MERRY . . . preparing a LITTLE PONY with a SADDLE and

SUPPLIES. He is wearing an OVERSIZED HELMET and ROHIRRIM

CLOTHING . . . he looks at once NERVOUS and EXCITED.

KING THEODEN breaks away from a COLUMN and rides up to MERRY.

THEODEN (cont'd)

(gently)

Little Hobbits do not belong in war, Master

Meriadoc!

MERRY

All my friends have gone to battle. I would

be ashamed to be left behind!

THEODEN

It is a three day gallop to Minas Tirith.

None of my Riders can bear you as a burden.

MERRY

But . . . I want to fight!

THEODEN

I will say no more.

KING THEODEN wheels his HORSE away . . .

MERRY is bitterly DISAPPOINTED. He stands, head down - a TINY

DEJECTED FIGURE - as the MIGHTY ROHIRRIM on their LARGE

HORSES ride by . . . a jangling sea of HELMETS, SHIELDS and

BANNERS.

SUDDENLY . . . MERRY is plucked off the ground! A SOLDIER has

snatched him by the collar ... and plonked him down on their

SADDLE!

CLOSE ON: MERRY twists around, looking up at the SOLDIER . . .

Beneath a HELMET and MAIL HOOD is . . .

. . . EOWYN, disguised as a MAN!

EOWYN

(grimly)

Ride with me.

MERRY

My Lady!

CLOSE ON: MERRY'S face visible under the CAPE . . . looking

EXCITED!

EOMER

(shouting above the din)

Move out - move out!

THEODEN

Ride! Ride now, for Gondor!

EXT. DUNHARROW VALLEY - DAWN

HIGH WIDE: The VALLEY FLOOR as THOUSANDS of HORSEMEN ride out

after their KING.

EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

ANGLE ON: GREAT SIEGE TOWERS and CATAPULTS are ROLLING across

the PELENNOR FIELDS . . . Thousands of FLAMING TORCHES light

the snarling, slathering MORGUL ORCS . . . marching in RAGGED

RANKS.

ANGLES ON: Flowing torrents of ORCS stream past CAVE TROLLS,

beating the DRUMS OF WAR ... MINAS TIRITH lies ahead - only

TWO MILES AWAY!

INT. PATHS OF THE DEAD CAVERN - DAY

ANGLE ON: ARAGORN leads LEGOLAS and GIMLI into a WIDE CAVERN

. . . he WAVES HIS TORCH through the DARKNESS: ILLUMINATING a

HUGE, CAVERN . . .

A ghastly CRACKING NOISE, like stone being sundered, cuts

through the SILENCE.

A GHOSTLY FIGURE step from the ROCK WALLS!

ANGLES ON: ARAGORN, LEGOLAS and GIMLI look on in HORROR, as a

MUMMIFIED SPECTRE looms before them: EYELESS SOCKETS ...

ROTTEN TEETH . . . a pale SICKLY GLOW . . . the KING OF THE DEAD!

FOG SWIRLS around as the GHOST SNARLS at ARAGORN ...

KING OF THE DEAD

Who enters my domain?

ARAGORN moves forward ... unflinching . . .

ARAGORN

One who will have your allegiance.

KING OF THE DEAD

(snarl)

The dead do not suffer the living to pass ...

ARAGORN

You will suffer me!

The KING OF THE DEAD's'MALEVOLENT LAUGH echoes through the

CAVES . . .

ANGLE ON: The FOG suddenly ROLLS BACK, forming a retreating

wall of GREY VAPOUR ... slowly, RANK upon RANK of SPECTRAL

WARRIORS are revealed! GHOULISH FACES . . . RUSTING WEAPONS . . .

TATTERED BANNERS.

WIDE ON: The FOG reveals a DEAD ARMY of MANY THOUSANDS ...

assembled around the CAVERN!

ANGLE ON: ARAGORN stares GRIMLY at the KING OF THE DEAD.

CLOSE ON: THE KING of the DEAD as he smiles evilly at ARAGORN

... ARAGORN holds his GAZE . . .

KING OF THE DEAD

(chilling)

The way is shut . . .

THE KING of the DEAD moves relentlessly towards ARAGORN . . .

KING OF THE DEAD (cont'd)

It was made by those who are Dead and the

Dead keep it . . .

WIDE: ARAGORN, LEGOLAS and GIMLI are now surrounded by~an

ARMY of the DEAD . . .

KING OF THE DEAD (cont'd)

The way is shut. Now, you must die.

ANGLE ON: LEGOLAS fires an ARROW at the KING OF THE DEAD . . .

it PASSES STRAIGHT THROUGH!

ARAGORN keeps moving forward, his eyes locked on the SPECTRE.

ARAGORN

(desperate)

I summon you to fulfil your oath!

ANGLE ON: The KING OF THE DEAD SNARLS and raises his DEADLY

SWORD above ARAGORN' S HEAD!

KING OF THE DEAD

(raspy yell)

None but the King of Gondor may command me!

QUICK BEAT: ARAGORN RAISES ANDURIL . . .

With a TERRIFYING SHRIEK, THE KING of the DEAD SWEEPS his

SWORD towards ARAGORN' S HEAD!

SLOW MOTION: ARAGORN raises 'his SWORD in ANSWER . . . a LOW

WHISTLE as it SWEEPS through the AIR . . .

CLANG! The BLADE  OF ANDURIL clashes with the SPECTRAL SWORD

. . . the SHARP RING of METAL reverberates through the CAVERNS !

CLOSE ON: THE KING of the DEAD stares at ARAGORN in

DISBELIEF.

KING OF THE DEAD (cont'd)

(fearful)

It cannot be - that line was broken!

ANGLE ON: ARAGORN grabs the SHOCKED GHOST by the NECK ...

ARAGORN holds the SHARP BLADE against the GHOST'S THROAT!

ARAGORN

It has been remade!

SILENCE.

ARAGORN releases the KING OF THE DEAD . . . he ADDRESSES the

GHOST ARMY.

ARAGORN (cont'd)

Fight for us and regain your honour!

GHOSTLY FACES stare hollow-eyed at ARAGORN ...

ARAGORN (cont'd)

(yelling)

What say you?

SILENCE.

ARAGORN (cont'd)

What say you?

GIMLI

Aghh! Your wasting your time, Aragprn. They

had no honour in life, they have none now

in death.

ARAGORN

(yelling)

I am Isildur's heir. Fight for me and I

will hold your oath fulfilled. What say

you?

EXT. PELENNOR FIELD/MINAS TIRITH - DAY

ANGLES ON: THOUSANDS of ORCS continue moving relentlessly

forward . . . Towards the WALLS of MINAS TIRITH.

EXT. MINAS TIRITH GATES - DAY

CLOSE ON: A GUARD yells down from the PARAPET above the HUGE

WOODEN GATE . . .

GATE GUARD

(yelling)

Open the gate! Quick!

ANGLE ON: The HUGE GATE swings open, revealing . . . FARAMIR'S

badly wounded HORSE . . . dragging FARAMIR behind! Both the

HORSE and FARAMIR are impaled with ORC ARROWS!

IORLAS

(shocked)

Lord Faramir!

EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

As CATAPULTS are prepared GOTHMOG rides through the ranks of

ORCS ...

INT. MINAS TIRITH, COURT OF THE KINGS - DAY

ANGLE ON: IORLAS and OTHER SOLDIERS arrive at the CITADEL

with FARAMIR'S UNCONSCIOUS BODY on a STRETCHER . . . PIPPIN

follows them.

CLOSE ON: DENETHOR EMERGES from the TOWER HALL .

towards his son . . .. he runs

DENETHOR

Faramir!

DENETHOR bends to the STRETCHER bearing his SON.

DENETHOR (cont'd)

(whisper)

Say not that he has fallen . . .

IORLAS

They were outnumbered, none survived.

CLOSE ON: PIPPIN, devastated . . .

EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

GOTHMOG turns to his LIEUTENANTS ...

GOTHMOG

Fear! The city is rank with it. Let us ease

their pain. Release the prisoners!

LIEUTENANT

Catapults!

At his ORDERS, the GREAT CATAPULTS fire THWAT! THWAT! THWAT!

EXT. MINAS TIRITH STREETS - DAY

The ORC CATAPULTS do not fire rocks ...

HORROR sweeps through the streets of MINAS TIRITH as the

SEVERED HEADS of FARAMIR'S HORSEMEN land amongst the

SOLDIERS!

EXT. MINAS TIRITH COURT OF THE KINGS - DAY

DENETHOR looks down at FARAMIR'S UNCONSCIOUS BODY . . .

DENETHOR

My son is dead. My line is ended.

PIPPIN has run to FARAMIR and bends towards him ...

PIPPIN

(touching Faramir's forehead)

He's alive!

DENETHOR

The House of Stewards has failed! . . .

PIPPIN

(urgently)

He needs medicine, my Lord!

DENETHOR

My line has ended.

PIPPIN

(urgently)

My Lord!

ANGLE ON: DENETHOR slowly turning away . . . walking as if in a

TRANCE . . .

CLOSE ON: DENETHOR has reached the edge of the COURTYARD . . .

he STARES in SHOCKED DISBELIEF at the VISTA spread out BELOW:

HIGH WIDE ANGLE: A FULL VIEW of the ORC ARMY . . . from the TOP

of MINAS'TIRITH.

75,000 ORCS are spread out across the PELENNOR FIELDS like a

sea of black ANTS.

CLOSE ON: TROLLS load the CATAPULTS with ROCKS.

BATTERING RAMS and SIEGE TOWERS are hauled on CHAINS.

Thousands of flickering TORCHES give the army the look of a

moving city in the MURKY MORDOR TWILIGHT.

CLOSE ON: DENETHOR . . . struggling to regain the power of

speech!

DENETHOR

(rasping whisper)

Rohan has deserted us!

ANGLE ON: A HUGE BOULDER smashes into the wall of MINAS

TIRITH.

WIDE ON: BOULDERS HURTLE from CATAPULTS across the fields

towards MINAS TIRITH.

DENETHOR (cont'd)

Theoden's betrayed me!

CLOSE ON: A BOULDER smashes into a BALCONY full of CIVILIANS.

CONFUSION and PANIC spreads amongst the SOLDIERS.

DENETHOR (cont'd)

(panicked scream)

Abandon your posts!

CLOSE ON: PIPPIN, SHOCKED.

DENETHOR (cont'd)

Flee! Flee for your lives!

SUDDENLY: THWACK!

GANDALF'S STAFF smashes into the back of DENETHOR'S HEAD!

GANDALF grimly swings his staff again, CLUBBING DENETHOR to

the GROUND!

ANGLE ON: GANDALF spins around and ADDRESSES the SOLDIERS:

GANDALF

(yell)

Prepare for battle!!

EXT. MINAS TIRITH STREETS - DAY

ANGLE ON: GANDALF GALLOPS down the WINDING LABYRINTHINE STREETS

on SHADOWFAX . . . against the flow of FLEEING SOLDIERS.

GANDALF

(yelling)

Return to your posts!

CUT TO:

EXT. MINAS TIRITH BATTLEMENTS - DAY

ANGLE ON: SHADOWFAX bounds up STAIRS onto the LEVEL ONE

BATTLEMENTS ... GANDALF looks at the approaching ORC ARMY,

now less than 50 yards from the WALLS of the CITY!

GANDALF

(angry yell)

Send these foul beasts into the abyss!

QUICK CUTS: MIGHTY WOODEN CATAPULTS positioned within the

walls of MINAS TIRITH are fired!

EXT. MINAS TIRITH - DAY

THWAT! THWAT! THWAT! CATAPULTS send their great ROCKS high

into the air, over the BATTLEMENTS!

Dizzying AERIAL SHOTS of huge BOULDERS flying up close to

CAMERA . . . then falling away towards the ORCS!

CRUNCH!! BOULDERS flatten ORCS. THWAT!! 100 more ROCKS . . .

THWAT!! another 1 0 0 ! ! The ORC FRONT RANKS are in disarray!

EXT. PELENNOR FIELDS /MINAS TIRITH - DAY

As the GREAT BOULDERS land among them^ the ORC start to PANIC!

GOTHMOG

Stay where you are!

INTERCUT WITH:

EXT. MINAS TIRITH BATTLEMENTS - DAY

GANDALF walks the BATTLEMENTS as the huge BOULDERS rain onto

the ORC ARMY below ...

INTERCUT WITH:

EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

GOTHMOG glances up at a WHISTLING SOUND - a huge BOULDER

hurtles towards him. He side-steps CALMLY out of the way ...

spitting on the BOULDER in CONTEMPT.

CUT TO:

EXT. MINAS TIRITH BATTLEMENTS - DAY

SUDDENLY! 9 NAZGUL DIVE out of the DIM SKY, CLAD in BATTLE

ARMOUR!

ANGLES ON: SOLDIERS throw themselves down as the NAZGUL zoom

overhead, emitting their PIERCING SHRIEKS! GONDORIAN SOLDIERS

run for SHELTER in PANIC, covering their ears ...

CLOSE ON: PIPPIN COWERING . . .

GANDALF

(rallying)

Stand to your posts! Do not give in to

fear. Fight!

QUICK CUTS: MIGHTY WOODEN CATAPULTS positioned within the

walls of MINAS TIRITH are fired!

The NAZGUL circle LOW over the CITY, like VULTURES seeking

doomed men's flesh. SOLDIERS are plucked into the AIR by

SHRIEKING NAZGUL and dropped to their DEATHS hundreds of FEET

BELOW. TOWERS and BUILDINGS are DESTROYED. CHAOS as SOLDIERS,

WOMEN and CHILDREN DODGE falling MASONRY.

CLOSE ON: GONDORIAN SOLDIERS send a rain of arrows at the

approaching TOWERS and TROLLS.

GANDALF (cont'd)

Not at the towers! Aim for the trolls! Kill

the trolls! Bring them down!

TOO LATE! The TOWERS reach the walls, their DOORS crashing

down, releasing ORCS directly onto the LOWER LEVELS.

As the ORC swarm from the TOWER, GANDALF realises PIPPIN has

come down from the CITADEL . . .

GANDALF (cont'd)

Peregrin Took - go .back to the citadel!

PIPPIN

(stupor)

They called us out to fight . . .

PIPPIN looks on stunned, as a HUGE ORC leaps towards him . . .

GANDALF intercepts the BEAST, striking him with his STAFF ...

GANDALF

(urgency)

This is no place for a Hobbit!

GANDALF welds his STAFF, cutting through the attacking ORC

with EASE ... BEHIND him, an ORC prepares to cut down GANDALF

... PIPPIN instinctively slashes his SWORD at him.

ANGLE ON: GANDALF turns on PIPPIN, smiling despite himself.

GANDALF (cont'd)

Guard of the Citadel, indeed! Now, back up

the hill - quickly! Quickly!

CUT TO:

EXT. PELENNOR FIELDS - DUSK

ANGLE ON: Out of BLACK SWIRLING BATTLE. SMOKE crawls an IRON

MONSTER! A MASSIVE WHEELED BATTERING RAM . .''. 60 FEET HIGH and

150 FEET LONG . . . pushed by 20 huge MOUNTAIN TROLLS . . . a

MASSIVE IRON HEAD, cast in the likeness of a SNARLING WOLF!

... this is GROND ... the BATTERING RAM FROM HELL! The Ore

are chanting as the BEAST is wheeled closer and closer to the

GATES ...

ORCS

Grond! Grond! Grond!

EXT. MINAS TIRITH BATTLEMENTS - DUSK

CLOSE ON: GANDALF . . . blanching at the sight of this crawling

IRON MONSTER

CUT TO:

EXT. PASS OF CIRITH UNGOL, TUNNEL MOUTH - DAY

ANGLE ON: GOLLUM leads FRODO up a LONG RAVINE between COLUMNS

of TORN and WEATHERED ROCK.

AHEAD is a GREAT GREY WALL, a last huge mass of mountainstone

. . . and in the SHADOWS at the base of the TOWERING ROCK

lies a TUNNEL.

FRODO reacts to the FOUL STENCH coming out of the BLACK HOLE.

FRODO

(exhausted)

What is this place?

GOLLUM

Master must go inside the tunnel.

FRODO

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

CLOSE ON: SMEAGOL sensing his PLAN unravelling. Everything

depends on FRODO going inside the TUNNEL

SMEAGOL

It's the only way.

(GOLLUM;- slyly)

Go in - or go back.

FRODO stares into the darkness . . .

FRODO

(under his breath)

I can't go back.

CLOSE ON: GOLLUM, his sparse oily hair hanging like rank weed

over his hooded eyes ...

Drawing a DEEP BREATH, FRODO follows GOLLUM into the TUNNEL.

INT. SHELOB'S TUNNEL - DAY

FRODO nearly GAGS

FRODO

What's that smell?

GOLLUM

(lying)

Orcses filth! Orcses come in here

sometimes.

They continue on, deep into the DARK TUNNEL . . . FRODO is

feeling his way in the dark, following the SOUND ,of GOLLUM'S

scampering.

GOLLUM O.S..

(disembodied)

Hurry!

FRODO follows the sound of GOLLUM's voice. He is VERY TIRED.

GOLLUM O.S.(cont'd)

(disembodied) ;

This way.

FRODO cannot see GOLLUM in the MURKY TUNNEL . . .

FRODO

Smeagol!

GOLLUM O.S.

(disembodied)

Over here.

FRODO slips as he tries to follow the voice . . . He puts his

HAND to the WALL to STEADY HIMSELF but quickly YANKS it away

... STRANDS of a WHITE THREAD stuck to his HAND.

FRODO

It's sticky . . . What is it?

GOLLUM is nowhere to be seen ... only his voice echoes back

down the LABYRINTH of TUNNELS.

GOLLUM O.S.

You will see . . . Oh, yes . . . You will see.

FRODO FREEZES!

FRODO

(nervous)

Smeagol! Smeagol!

NO ANSWER, no echo, not even a tremor in the air.

FRODO (cont'd)

(panicked)

Smeagol!

CLOSE ON: FRODO realises with HORROR that GOLLUM has deserted

him!

FRODO (cont'd)

(whisper)

Sam . . .

CLOSE ON: FRODO breathing hard . . . passing all manner of

creatures, trussed up in evil WEB-LIKE material . . . .

A BUBBLING HISS can be heard . . . There is a CREAKING as some

great JOINTED THING moves with slow purpose in the DARK ...

FRODO begins to run in BLIND PANIC ...

CUT TO:

EXT. CIRITH UNGOL STAIRS - DAY

SAM stumbles blindly down the ANCIENT STAIRS, reckless and

uncaring, his face pale and devastated.

CLOSE ON: SAM'S FOOT slips . . .

... SUDDENLY, as if the ground has given way beneath him, SAM

is slipping and sliding dangerously OUT OF CONTROL.

ANGLE ON: SAM thudding into a LARGE ROCK, which saves him.

from tumbling headlong over the PRECIPICE.

Something catches SAM'S EYE . . . he stares, barely breathing.

CLOSE ON: A package of LEMBAS BREAD . . .

ANGLE ON: SAM looking BACK UP the LONG STEEP STAIR . . .

CUT TO:

INT. SHELOB'S TUNNEL - DAY

FRODO is running BLINDLY . . . He falls, trapped in the sticky

substance which CLINGS to him. As he lays on the ground,

unable to move, a VOICE comes to him as if froma distant-;,,

memory . . .

GALADRIEL V/0

I give you the light of Earendil - our most

beloved star. May it be a light for you in

dark places when all other lights go out.

CLOSE ON: FRODO fumbles in his JACKET, FEAR growing in him

. . . he pulls out the GLASS PHIAL - his GIFT from GALADRIEL -

he holds it aloft.

FRODO

(stronger)

Aiya Earendil Elenion Ancalima!

The PHIAL flickers ... kindles into a SILVER FLAME - a BRIGHT

RADIANT STARLIGHT!

LOW ANGLE ON: The LIGHT instantly REVEALS a HUGE LOATHSOME

SPIDER . . . towering over FRODO!

CLOSE ON: SHELOB the SPIDER HISSES at the LIGHT! TWO great

clusters of many-windowed EYES protrude from her bulbous

head. Her LEGS are bent, with a 12 FOOT SPAN and HAIRS that

stick out like steel spines. Her HUGE, SWOLLEN BODY, a vast

bloated bag, sways and sags between her legs. Her age-old

BLACK HIDE is knobbly and pitted, blotchy with LIVID MARKS

. . . but her belly underneath is PALE and LUMINOUS.

SHELOB beats the air with her FORELEGS.

ANGLE ON: Calling up all his remaining STRENGTH and

RESOLUTION, FRODO forces his LEGS to MOVE . . . he backs away -

keeping his EYES on SHELOB.

SHELOB crawls SLOWLY towards him ... then, with sudden .

hideous SPEED, she ATTACKS!

She lashes out with her FRONT LEGS ... FRODO is flung back

... the GLASS PHIAL clatters to the TUNNEL FLOOR, casting an

eerie LOW LIGHT.

SHELOB squats above FRODO, her EYE CLUSTERS fidgeting with

hideous delight, gloating over a prey trapped beyond all hope

of escape.

SUDDENLY! FRODO draws STING! He slashes wildly at the GIANT

SPIDER . . . hewing off the TIP of A LEG!

SHELOB SPASMS . . . a WILD BLUR of thrashing LEGS!

ANGLE ON: FRODO leaps to his feet and RUNS - not even pausing

to pick up the PHIAL of LIGHT!

TRACKING BACK: with FRODO as he careers blindly down NARROW

TUNNELS, gasping in the CHOKING AIR ... looking back over his

shoulder for any sign of SHELOB.

ANGLE ON: FRODO sees the TUNNEL EXIT ahead . . .

. . . just as he runs straight into a great COBWEB!

CLOSE ON: FRODO . . . eyes wild with fear . . . as he tries to

wrench STING free of the STICKY WEB.

GOLLUM O.S.

(sing-song)

Naughty little fly,

Why does it cry?

ANGLE ON: GOLLUM on the other side of the WEB . . .

GOLLUM

Caught in a web

Soon you'll be . . .

. ?. Eaten!

ANGLE ON: FRODO as he SLASHES WILDLY with STING. The SHINING

BLADE of STING as it hacks through the FIBROUS STRANDS. They

whip and snap back into FRODO'S FACE as he cuts himself free.

ANGLE ON: Back up the TUNNEL - lit by the LIGHT OF GALADRIEL -

SHELOB'S HEAVING SHADOW approaches . . .

CLOSE ON: GOLLUM watches in mounting disbelief as STING

slashes through the WEB ... DISBELIEF turns to FEAR as SHELOB

gets closer and closer, GOLLUM quickly turns and BOLTS::.. ...

FRODO hacks at the WEB and with a last desperate LUNGE, frees

himself ... STING is caught in the WEB ... FRODO leaves the

SWORD and THROWS HIMSELF through a narrow CREVICE . . .

EXT. PASS OF CIRITH UNGOL - DAY

ANGLE ON: FRODO stumbles out of SHELOB'S LAIR . . . Tumbling

onto COLD ROCK.

ANGLE ON: FRODO covered in COBWEBS, wild-eyed and drenched in

SWEAT . . . - H e looks up as GOLLUM lunges at him.

GOLLUM

Got away did it, Precious? Not this time,

not this time!

GOLLUM and FRODO fight ... Rolling on the GROUND towards the

EDGE of a PRECIPICE . . .

FRODO pins GOLLUM on the ground, hands around his throat.

SMEAGOL

(pleading)

It wasn't us! It wasn't us! Smeagol

wouldn't hurt Master.

ANGLE ON: FRODO'S fingers squeeze tighter around GOLLUM'S THROAT.

SMEAGOL (cont'd)

Smeagol promised. You must believe us. It

was the Precious - the Precious made us to

do it.

FRODO has a sudden moment of SELF REALISATION and releases

GOLLUM, horrified at his VIOLENCE.

ANGLE ON: GOLLUM cowering back . . . COUGHING and SPLUTTERING.

ANGLE ON: FRODO looking at SMEAGOL, in SHOCK, he gets to his

FEET.

FRODO

(shaky)

I have to destroy it, Smeagol. I have to

destroy it for both our sakes.

SMEAGOL stares at FRODO in DISBELIEF . . . in a FURY he LUNGES

at FRODO who falls backwards, dangerously close to the edge

of the PRECIPICE - GOLLUM tumbles over FRODO's BODY and FALLS

to the bottom of the RAVINE ...

EXT. PASS OF CIRITH UNGOL - NIGHT

FRODO, overcome with EXHAUSTION, stumbles down the steep

stairs of CIRITH UNGOL . . . He is full of REMORSE at his

TREATMENT of SAM ...

FRODO

I'm so sorry, Sam . . .

FRODO falls to his knees -

FRODO (cont'd)

. . . so sorry ...

EXT. FRODO'S DREAM, LOTHLORIEN - DAY

CLOSE ON: FRODO lands on SOFT GREEN GRASS.

SUN DRENCHED IMAGES: Of trees . . . of fields . . . of LOTHLORIEN

HAZY IMAGE: GALADRIEL walking towards him, BARE-FOOT on the

GRASS . . .

GALADRIEL V/0

This task was appointed to you, Frodo of

the Shire. If you do not find a way ... noone

will.

GALADRIEL leans down towards FRODO, OFFERING her hand ... for

a beat, FRODO stares at her ... torn, not wanting to go on,

wanting to lie down . . . But he knows what he must do.

ANGLE ON: FRODO . . . as he is LIFTED to HIS FEET.

ANGLE ON: FRODO - once again in the dark, rank, tunnels of

the PASS of CIRITH UNGOL . . . He goes on.

CUT TO:

EXT. MINAS TIRITH STREETS - NIGHT

ANGLES ON: FLAMING MISSILES rain down on the CITY!

A DEEP BOOM!

GROND thuds against the MINAS TIRITH GATE . . . sending a -:

VIBRATION running through the city! ;:

ANGLE ON: GANDALF, on SHADOWFAX, leads SEVERAL HUNDRED

GONDORIAN FOOT SOLDIERS down through the streets.

GANDALF

To the Gates! Man the Gates!

CUT TO:

EXT. MINAS TIRITH, COURT OF THE KINGS - NIGHT

PIPPIN watches as FARAMIR'S UNCONSCIOUS BODY is carried on

the STRETCHER by DENETHOR'S SERVANTS lead by DENETHOR . . . it

has the atmosphere of a FUNERAL.

INT. MINAS TIRITH, STEWARD'S TOMB - NIGHT

ANGLE ON: An IRON DOOR creaks OPEN . . . FARAMIR'S PROCESSION

enters a WIDE VAULTED CHAMBER.

The LANTERN LIGHT throws great SHADOWS upon the SHROUDED

WALLS of a wide VAULTED CHAMBER. ROW upon ROW of MARBLE TOMBS

are visible in the DIM LIGHT. Upon each TOMB lies a SLEEPING

FORM, carved in STONE, hands folded.

DENETHOR speaks in a HUSHED VOICE . . .

DENETHOR

(whisper)

No tomb for Denethor and Faramir. No long

slow sleep of death embalmed . . . we shall

burn - like the heathen kings of old!

The SERVANTS place FARAMIR'S UNCONSCIOUS BODY on a STONE

TABLE in the centre of the CHAMBER. They stand, heads bowed

. . . as MOURNERS beside a bed of death.

DENETHOR turns to his SERVANTS.

DENETHOR (cont'd)

Bring wood and oil . . .

CUT TO:

EXT. MINAS TIRITH GATES - NIGHT

BOOOMM The GATE SPLINTERS under GROND'S mighty weight . . .

Behind the GATES the GONDORIAN FOOT SOLDIERS are FEARFUL ...

GANDALF rallies the line of BOWMEN as they wait in front of

the GREAT DOORS ... their COURAGE wavering with each CRASHING

BLOW . . . .

GANDALF

(commanding)

Steady! Steady!

SUDDENLY the FEARSOME HEAD protrudes into the MINAS TIRITH!

GANDALF (cont'd)

You are soldiers of Gondor! No matter what

comes through that gate you will stand your

ground!

Within MOMENTS the GATE is smashed and GIANT CAVE TROLLS

enter into the FIRST CIRCLE of MINAS TIRITH, under the

archway that no enemy had ever passed!

GANDALF (cont'd)

(yelling)

Fire!

ROWS of ARCHERS fire off a VOLLEY of ARROWS but the TROLLS

continue to SMASH the FOOT SOLDIERS with their giant CLUBS

... ORCS swarm through the OPENING and the PITCHED, HAND-TOHAND

BATTLE spills into FLAMES and BLACKENED, SMOULDERING

BUILDINGS . . . through the streets of MINAS TIRITH.

ANGLE ON: With a ROAR, GANDALF leads a COUNTER ATTACK on

SHADOWFAX, followed by SEVERAL HUNDRED GONDORIAN FOOT " "

SOLDIERS!

THOUSANDS OF ORCS swarm in through the CITY GATES ... the

FIRST LEVEL is breached!

CUT TO:

EXT. PASS OF CIRITH UNGOL - DAY

ANGLE ON: FRODO STAGGERS through the PASS OF CIRITH UNGOL ...

the weight of the RING, dragging at his neck.

He MOVES FORWARD, fueled by a GRIM RESOLVE ...

ANGLE ON: FRODO starts climbing a STONE STAIRCASE that climbs

through a NARROW PASS ... TALL PEAKS rise on either side,

like pillars holding up a sagging sky.

AHEAD is the SUMMIT of CIRITH UNGOL ... and an ORC WATCH

TOWER! A FAINT LIGHT glows from within the STONE TOWER . . .

the PATH over the SUMMIT is in FULL VIEW of the ORCS.

FRODO stays CLOSE to the ROCK WALL, masked by SHADOWS.

LOW ANGLE: Behind FRODO, SHELOB APPEARS! With hideous

STEALTH, she follows FRODO ...

ANGLE ON: FRODO slowly climbing the STONE STAIRS . . . his GAZE

and CONCENTRATION on the ORC TOWER. Behind him, SHELOB

lurches into a HORRIBLE SCUTTLE down the SHEER ROCK FACE.

CLOSE ON: FRODO suddenly senses the LURKING MALICE . . . he

SPINS AROUND: Before he can react, SHELOB VICIOUSLY STABS

FRODO in the NECK with her monstrous abdominal STINGER!

FRODO instantly goes LIMP . . . SHELOB'S LEGS catch him as he

falls ... she quickly starts WEAVING COBWEBS around him. With

great dexterity, she tumbles the LITTLE HOBBIT over and over

in her LEGS, binding him in WEB from HEAD to TOE!

SUDDENLY!... The RAZOR SHARP EDGE of a SWORD comes into shot.

REVEAL ON: SAMWISE GAMGEE stands before the GIANT SPIDER -

STING clutched in one hand, the SHINING PHIAL in the other!

SAM

Let him go, you filth!

SHELOB HISSES at SAM . . . DROPPING FRODO . . . he ROLLS down the

STAIRS in his WEB COCOON.

SAM (cont'd)

You will not touch him again!

SAM moves forward, a fell light in his normally friendly eyes

SAM (cont'd)

Come on and finish it!

SAM SWINGS the small sword . . . SLASHING upward!

ANGLE ON: SHELOB HISSES and REARS above SAM, her STINGER

dribbling with VENOM!

SAM ducks inside the arch of her LEGS and STABS STING into

one of her EYE CLUSTERS!

CLOSE ON: SHELOB SCREAMS, her MANDIBLES thrashing wildly,

GREEN OOZE trickling from her WOUNDED EYE.

With HIND LEGS, SHELOB picks SAM off the ground and TOSSES

him BACKWARDS! SAM lands heavily . . . and SHELOB POUNCES!

ANGLE ON: SHELOB heaves the great bag of her BELLY high above

SAM'S HEAD. As she splays her legs to drive her huge bulk

down on him, SAM lifts the ELVEN BLADE above his head,

holding it with TWO HANDS.

STING slides into SHELOB'S SOFT UNDERBELLY! A SHUDDER runs

through her! HEAVING up. again, she wrenches herself away from

the PAIN ... her LIMBS writhing beneath her.

ANGLE ON: JERKING and QUIVERING, SHELOB crawls to her HOLE,

leaving a trail of GREEN-YELLOW SLIME. She SQUEEZES down the

HOLE and DISAPPEARS ... the SOUND of her BUBBLING MISERY

fades. . :

ANGLE ON: SAM RACES TO FRODO . . .

SAM (cont'd)

(worried)

Mr Frodo! .

CLOSE ON: SAM RIPS COBWEBS away from FRODO'S HEAD . . . his

FACE is DEATHLY PALE.

SAM (cont'd)

(panicking)

Oh no! Frodo!

CLOSE ON: FRODO'S PALE, LIFELESS FACE.

SAM (cont'd)

Mr Frodo! Wake up!

FRODO'S head LOLLS LIFELESSLY in SAM'S ARMS.

SAM (cont'd)

(desperate whisper)

Wake up . . . don't leave me here alone.

Don't go where I can't follow. Wake up!

CLOSE ON: FRODO STARING, UNMOVING.

SAM (cont'd)

(numbly)

Not asleep ... Dead.

SAM lays his FACE on FRODO'S CHEST . . . WEEPING SOFTLY.

CLOSE ON: STING'S BLADE GLOWS BLUE!

SOUNDTRACK: TRAMPING FEET approach . . . CLINKING METAL . . .

HARSH SHOUTS!

CLOSE ON: SAM looks up . . . looks back down FRODO.

CLOSE ON: SAM looks up at the ORC TOWER and then at STING

which is glowing BLUE! ORCS approach - SAM must make a

decision.

ANGLE ON: A SMALL PARTY of ORCS and URUK-HAI heading down the

STAIRS from the WATCH TOWER! . . . SHAGRAT leads the URUK-HAI,

and GORBAG leads the ORCS.

GORBAG spies FRODO'S BODY . . .

GORBAG

What's this? Looks like Old Shelob's been

having a bit of fun!

SHAGRAT

Killed another one, has she?

ANGLE ON: GORBAG peer curiously at FRODO as he leans down and

pokes at FRODO'S LIFELESS BODY.

GORBAG

No . . . this fellow ain't dead.

CLOSE ON: SAM, hidden:in a rock crevice, as SHOCK sweeps

across his FACE!

SAM

(to himself)

Not dead!

GORBAG

(excited).

She jabs them with her stinger and they go

as limp as a boned fish. Then she has her

way with them. That's how she likes to feed

- fresh blood.

(yelling)

Get him to the Tower!

SAM

Samwise, you fool!

ANGLE ON: The ORCS GRUNT as they lift FRODO . . . and CARRY him

back towards the WATCH TOWER.

ORC 2

This fellow will be awake in a few hours.

GORBAG

Then he'll wish he'd never been born.

ORC LAUGHTER . . . FRODO is carried up the steep STAIRS

CUT TO:

INT. MINAS TIRITH/STEWARD'S TOMB - NIGHT

FROM the SHADOWS PIPPIN watches, aghast, as FARAMIR is lain

on a FUNERAL PYRE . . .

CLOSE ON: DENETHOR kisses FARAMIR'S sweating, FEVERED brow.

DENETHOR

The house of his spirit crumbles! He is

burning ... already burning.

ANGLE ON: BUNDLES of DRIED FIREWOOD are being stacked around

FARAMIR'S BODY.

ANGLE ON: PIPPIN, rushes forward, desperately PULLING the

FIREWOOD AWAY!

PIPPIN

(yelling)

He's not dead! He's not dead!

DENETHOR grabs PIPPIN by the collar! He roughly carries him

towards the door.

PIPPIN (cont'd)

No! No! No! He's not dead. No!

DENETHOR

(menacing)

Farewell Peregrin, son of Paladin . . . I

release you from my service ...

DENETHOR throws PIPPIN outside!

DENETHOR (cont'd)

Go now and die in what way seems best to

you.

DENETHOR SLAMS the DOOR SHUT!

DENETHOR O.S

(ordering)

Pour oil on the wood!

CUT TO:

EXT. MINAS TIRITH STREETS - NIGHT

ANGLE ON: PIPPIN RACES down the STEEP STREETS . . . passing

SOLDIERS running back from the BURNING CITY. GREAT BALLS of

FIRE are hurtling through the air . . . The city is in CHAOS.

PIPPIN

(yelling)

Gandalf? ... Gandalf?

AMIDST the FLEEING SOLDIERS ...

GANDALF

Pull back - to the second level! Hurry! Get

the women and children out of here - get

them out!

PIPPIN desperately pushes against the TIDE of SOLDIERS

retreating from the FIGHTING.

INTERCUT WITH:

EXT. PELENNOR FIELDS - NIGHT

GOTHMOG turns to his SECOND LIEUTENANT ...

GOTHMOG

Move into the city ... Kill all in your

path.

INTERCUT WITH:

EXT. MINAS TIRITH STREETS

As ORC run through the STREETS, MEN, WOMEN, and CHILDREN flee

. . . The PITCHED BATTLE continues . . .

GANDALF

Fight! Fight for your lives!

SUDDENLY! in the midst of the BATTLE, GANDALF turns . . .

SHRILL and CLEAR come the sounds of DISTANT HORNS! Off the

SIDE of MOUNT MILLDOLLUIN, they dimly ECHO - WAR HORNS of the

west ... ROHAN HAS COME!

CUT TO:

EXT. PELENNOR FIELDS - DAWN

GOTHMOG turns at the sound of the DISTANT HORNS . . . :

WIDE ON: 6000 HORSEMEN, lead by THEODEN and EOMER, step up to

the SKYLINE . . .

ANGLE ON: MINAS TIRITH lies less than a MILE AWAY, down a

gentle slope. Over 50,000 ORCS are swarming around the base

of the city . . . thick BLACK SMOKE belches from within it.

CLOSE ON: MERRY BLANCHES with FEAR . . . EOWYN puts a

comforting hand on his shoulder.

EOWYN

(whisper)

Courage, Merry ... courage for our friends

Ont he BATTLE FIELD GOTHMOG walks among his troops ...

GOTHMOG

Form ranks you maggots! Form ranks! Pikes

in front, lances behind.

The ORCS PREPARE for BATTLE.

ANGLE ON: THEODEN gallops in front of his ARMY, ISSUING

URGENT ORDERS to his CAPTAINS:

THEODEN

(urgent yells)

Eomer! Take your Eored down the left flank

. . . Gamling! Follow the King's banner down

the centre. Grimbold, take your company

right after we pass the wall. Forth and

fear no darkness!

CLOSE ON: THEODEN rides to the front of his ARMY. He rises in

his stirrups, TALL and PROUD, yelling in a clear, LOUD VOICE

THEODEN (cont'd)

(stirring call)

Arise, arise, Riders of Theoden! Spears

shall be shaken, shields shall be

splintered . . . a sword day, a red day ^ere

the sun rises!

ANGLE ON: A RAY of SUNLIGHT escapes through the BLACK CLOUDS,

bathing the ROHIRRIM in GOLDEN LIGHT. WEAPONS and ARMOUR

GLEAMS . . . as 6000 HORSEMEN hold their SPEARS aloft!

Below, on PELENNOR FIELD, the ORC kneel and raise their

LANCES in READINESS ...

ANGLE ON: EOWYN, her arm around MERRY before her . . .

EOWYN

(terrified)

Whatever happens, stay with me. I'll look

after you.

MERRY looks on in SHOCK ...

ANGLE ON: As THEODEN rides past the ranks of SOLDIERS he runs

his LANCE along their SPEARS ... The noise echoes through the

RANKS as the WEAPONS of other RIDERS CLATTER in response ...

THEODEN

(stirring call)

Ride now, ride now, ride, ride for ruin and

the world's ending!

THEODEN faces his ENEMY!

THEODEN (cont'd)

Death!

ROHIRRIM

(6000 voices)

Death! ... . .

CLOSE ON: MERRY is swept up in the emotion . .. he whips out

his LITTLE SWORD!

THEODEN

Death!

MERRY

Death!

EOWYN

Death!

THEODEN

(yelling)

Death! Forth Eorlingas!

ALL the HORNS of the ROHIRRIM burst BLAST upon BLAST!

ANGLE ON: The 6000 ROHIRRIM move off, a great WALL of HORSES

and SPEAR POINTS, building up to a GALLOP like a rising tide,

as they CHARGE TOWARDS THE 50,000 ORCS!

ANGLE ON: MERRY, wind blowing his hair, EOWYN'S ARM around

his chest . . . as he YELLS at the top of his lungs !

ANGLE ON: GOTHMOG marshalling his troops.

GOTHMOG

Fire!

The first VOLLEY of ARROWS hit the ROHAN SOLDIERS . . . The

charge continues . . .

THEODEN

Charge !

The second VOLLEY . . . GOTHMOG watches in HORRIFIED AWE as the

ROHAN ADVANCE CONTINUES . . . SUDDEN FEAR runs through the ORC

and URUK-HAI assembled on PELENNOR FIELD . . . The ROHAN charge

like MEN POSSESSED!

ANGLE ON: The WALL of ROHIRRIM HORSES and SPEARS is seemingly

unstoppable! Entire ORC COMPANIES vanish under their hooves,

like sand beneath a foaming breaker, as they RACE towards the

MAIN BODY of the ORC ARMY!

ANGLES ON: ORC ARCHERS fire into the thundering ROHIRRIM . . .

ORC SPEARS LOWER . . . then SUDDENLY the ROHIRRIM crash into

the ORCS and the screen is FILLED with hacking, SLASHING

SWORDS and CLASHING SHIELDS . . .

. . . A JAW-DROPPING SIGHT!

EXT. MINAS TIRITH STREETS - DAWN

ANGLE ON: PIPPIN rushes towards GANDALF, dodging FLAMING

DEBRIS.

PIPPIN

(panicked yell)

Gandalf!

GANDALF wheels around on SHADOWFAX . . .

PIPPIN (cont'd)

(breathless)

Denethor has lost his mind! He's burning

Faramir alive!

GANDALF pulls PIPPIN onto SHADOWFAX.

GANDALF

Come! Quickly!

EXT. PELENNOR FIELDS - DAWN

The ROHAN charge is decimating the ENEMY!

CUT TO:

INT. MINAS TIRITH STEWARD'.S TOMB - DAWN

LOW ANGLE POV: DENETHOR standing on the table astride

FARAMIR, pouring OIL over his OWN HEAD . . . It runs through

his hair and down his face, quickly soaking his ROBES.

CLOSE ON: FARAMIR, his eyes flicker open. As he tries to FOCUS

through his delirium, OIL splashes onto his CHEST and FACE.

DENETHOR

Set a fire in our flesh!

BUNDLES of OIL-SOAKED wood are STACKED all around them.

SERVANTS are holding FLAMING TORCHES, awaiting their orders

... DENETHOR nods to them:

The SERVANTS approach the PYRE, TORCHES held firmly.

AT THAT MOMENT: GANDALF and PIPPIN burst into the HALLOWS,

astride SHADOWFAX!

GANDALF

(yelling)

Stay this madness!

The fearful SERVANTS back away from the PYRE ...

CLOSE ON: With a ROAR, DENETHOR SNATCHES a FLAMING TORCH ...

and HURLS it at the PYRE!

WHOOSH! The PYRE IGNITES!

ANGLE ON: GANDALF GALLOPS toward the PYRE, knocking DENETHOR

to his FEET ... PIPPIN LEAPS from SHADOWFAX onto the BURNING

PYRE!

With a desperate strength, PIPPIN pushes FARAMIR off the

BURNING PYRE ... they tumble down the BUNDLES of WOOD, onto

the FLOOR! PIPPIN douses FLAMES on FARAMIR'S clothing.

DENETHOR SCREAMS with RAGE!

DENETHOR

No! Do not take my son from me!

DENETHOR leaps ACROSS THE PYRE, RIPPING and TUGGING at

PIPPIN! FIRE quickly spreads up DENETHOR'S OIL-SOAKED BACK as

he hauls PIPPIN off FARAMIR!

ANGLE ON: SHADOWFAX rears up and STRIKES at DENETHOR who

falls back onto the PYRE .

CLOSE ON: DENETHOR . . . he looks into his SON'S eyes . . . for a

BRIEF MOMENT SANITY returns.

DENETHOR (cont'd)

(whisper)

Faramir . . .

ANGLE ON: FLAMES begin to ENGULF DENETHOR . . .

CLOSE ON: GANDALF pulls PIPPIN to safety . . . they look in

HORROR as . . .

SUDDENLY! DENETHOR lurches off the PYRE! Now a SCREAMING,

unguided BALL OF FLAME, he runs across the CHAMBER,

disappearing out of the door!

CANDALF

(grimly)

So passes Denethor, Son of Ecthelion.

CUT TO:

EXT. MINAS TIRITH - DAY

DENETHOR runs across the WHITE COURT atop MINAS TIRITH ...

and PLUMMETS straight over the 700 FOOT SHEER DROP into the

FLAMING CITY below!

EXT. PELENNOR FIELDS - DAY

PAN OFF: DENETHOR'S DEATH PLUNGE to the ROHIRRIM gaining the

upper hand - VAST NUMBERS of ORCS are SLAIN, or are FLEEING!

EOMER

Drive them into the river!

THEODEN STANDS PROUD in his saddle, YELLING to his ROHIRRIM!

THEODEN .

(yelling)

Make safe the city!

CLOSE ON: THEODEN . . . his look of JOY turns to HORROR! "

ANGLE ON: Across the VAST SEA of BATTLE come ...

. . . 20 MUMAKIL! MASSIVE elephant-like CREATURES, each

carrying a WAR-TOWER, packed with HARADRIM ARCHERS!

ANGLE ON: ROHIRRIM RIDERS PANICKING.

CLOSE ON: THEODEN on his HORSE, CIRCLING AMONGST THEM.

THEODEN (cont'd)

Reform the line...Reform the line!

ANGLE ON: ROHIRRIM HORSES MOVING BACK INTO LINE.

THEODEN (cont'd)

(to GAMLING)

Sound the charge!

(sword raised)

... Charge!

ANGLE ON: ROHIRRIM RIDERS CHARGE TOWARDS THE LINE OF MUMAKIL!

ANGLES ON: The MUMAKIL BELLOW as they are goaded into war,

driven mercilessly by their brutal HARADRIM MASTERS. They

LUMBER into the SEA of MEN, crushing RIDERS and HORSES beneath

their MASSIVE FEET! Their SPIKED TUSKS swing wildly, sweeping

and impaling RIDERS!

HARADRIM ARCHERS are sending a RAIN of ARROWS into the

PANICKING ROHIRRIM!

EOWYN and MERRY are THROWN from their HORSE ...

EXT. MINAS TIRITH - DAWN

HIGH WIDE: The SIXTH LEVEL of the CITY . . . Smoke rising

around it, fires burning beneath it . . .

EXT. THE SIXTH GATE, MINAS TIRITH - DAWN

WIDE ON: A rabble of ORCS are clustered outside the SIXTH

GATE as TROLLS pound on its WOODEN DOORS with HUGE HAMMERS.

ANGLE ON: WOOD splinters . . . The DOORS are near breaking

point.

ANGLE ON: GANDALF and PIPPIN sit on stone steps . . . Both

covered in sweat and grime, bone-weary from fighting, spirits

and hearts bruised . . .

PIPPIN looks towards the WOODEN GATES at which a NUMBER of

SOLDIERS continue to build a BARRICADE . . .

PIPPIN

(quiet)

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

GANDALF looks at the SMALL HOBBIT a beat.

GANDALF

(gently)

End? No, the journey doesn't end here.

PIPPIN looks up at GANDALF, questioningly . . . .

GANDALF (cont'd)

Death is just another path, one that we all

must take.

ANGLE ON: GANDALF looks down to see PIPPIN looking up at him

with fear in his eyes . . .

GANDALF (cont'd)

(remembering)

The grey rain curtain of this world rolls

back and all turns to silver glass . . .

(to himself)

and then you see it . . .

ANGLE ON: GANDALF breaks off, lost in reverie . . .

PIPPIN

What, Gandalf? See what?

GANDALF

White shores ... And beyond . . . A far green

country under a swift sunrise.

PIPPIN stares up at the OLD WIZARD'S FACE, softened, quiet

and full of peace . . .

PIPPIN

(quiet)

Well, that isn't so bad.

GANDALF

(gently)

No . . . No, it isn't.

BOOM!

ANGLE ON: GANDALF and PIPPIN'S faces turn as the WOODEN DOORS

shudder under another BLOW.

CUT TO:

EXT. PELENNOR FIELDS - DAY

ANGLE ON: The battlefield is in CHAOS as MUMAKIL decimate the

VALIANT ROHIRRIM . . .

CLOSE ON: THEODEN tries to rally his men amid the SEA of

CRYING MEN and NEIGHING HORSES!

THEODEN

(yelling)

Rally to me! To me!

SUDDENLY the WITCH-KING SWOOPS down on his NAZGUL scooping up

THEODEN and his HORSE ... they CARTWHEEL into the AIR and

land in a heap ... the HORSE is .DEAD ... THEODEN lies DYING

beneath it.

ANGLE ON: The WITCH-KING swooping down on his FELL-BEAST!

The FELL-BEAST lands on THEODEN'S DEAD HORSE.

WITCH-KING

Feast on his flesh!

ANGLE ON: The FELL-BEAST opens it's WICKED JAWS . . . !

ANGLE ON: A ROHAN SOLDIER stands before the BEAST . . . it is

EOWYN!

EOWYN

I will kill you if you touch him!

CLOSE ON: The WITCH-KING laughs . . .

WITCH-KING

Do not come between the Nazgul and his

prey!

ANGLE ON: The FELL-BEAST lifts EOWYN from her feet ...

SUDDENLY! With a mighty SWORD BLOW, the FELL-BEAST'S HEAD is

SEVERED! The huge CREATURE crumples to the ground, VAST WINGS

out-stretched, sending the WITCH-KING sprawling!

ANGLE ON: The WITCH-KING rises out of the wreckage . . . tall

and threatening . . .

EOWYN stands before him,the FELL-BEAST'S BLOOD dripping from

her SWORD!

With a shrill SHRIEK of HATRED, he knocks EOWYN backwards

with his MACE! STUNNED EOWYN tries to stand and is hit once

again with another CRIPPLING BLOW . . .

ANGLE ON: The WITCH-KING laughs once again as he SMASHES his

MACE downward ... EOWYN tries to block the BLOW but her

SHIELD shatters into MANY PIECES!

The WITCH-KING towers over EOWYN ... raising his MACE for the

KILLING BLOW!

CUT TO:

EXT. MINAS TIRITH DOCKS - DAY

ANGLE ON: an ORC COMMANDER hurrying on to the ANDUIN RIVER

DOCKS, close to the CITY. LARGE BLACK SHADOWS slide across

the DOCKS, as SAILING SHIPS approach O.S.

ANGLE ON: A sinister BLACK SAILED SHIP GLIDES into the "DOCKS

. . . 9 OTHER CORSAIR SHIPS follow behind.

CLOSE ON: The ORC COMMANDER ...

ORC COMMANDER

(angry)

Late as usual! Get off your ships, you sea

rats! There's knife work here needs doing.

ANGLE ON: ARAGORN leaping from the LEADING SHIP and charging

across the DOCKS, ROARING at the top of his LUNGS! He is

followed by LEGOLAS and GIMLI . . .

ANGLE ON: Surprised ORC REACTION to the THREE charging

towards THOUSANDS of ORCS!

GIMLI

Plenty for the both of us . . . May the best

dwarf win!

ANGLE ON: The ARMY OF THE DEAD suddenly LEAP straight out of

the SIDES of the SHIPS! They charge ACROSS the SURFACE OF THE

WATER with FRIGHTENING SPEED, overtaking ARAGORN!

The ORCS SCREAM at the SIGHT of 5000 SPECTRAL WARRIORS!

ANGLE ON: The SPECTRAL WARRIORS SWARM into the flank of the

QRC ARMY! With a raging blood-lust, the UNDEAD climb over the

top of each other to try and reach the enemy, creating a kind

of.ROLLING MOUNTAIN of GHOULS that sweep all before them

away!

The ORCS have no defence as their WEAPONS CANNOT MAKE CONTACT

with the GHOSTS!

EXT. PELENNOR FIELDS - DAY

ANGLE ON: MERRY on the ground . . . He looks around to see THE

WITCH-KING standing over EOWYN, pulling her to her FEET!

WITCH KING

No man can kill me . . . Die!

ANGLE ON: MERRY driving his SWORD into the back of the WITCHKING'S

KNEE! MERRY'S SWORD bursts into FLAME and his ARM is.

shot with PAIN . . .

EOWYN struggles to her feet . . . pulling off her HELMET:

CLOSE ON: EOWYN . . . her LONG HAIR tumbling onto her

shoulders!

EOWYN

I am no man!

With her last strength, EOWYN thrusts her SWORD into the

WITCH-KING'S FACE! EOWYN'S SWORD SHATTERS into MANY SHARDS!

The WITCH-KING topples back DEAD, a BLACK OOZE leaking from

his ROBES and ARMOUR! A shuddering CRY, fading into a SHRILL

WAIL passes with the WIND.

ARAGORN and LEGOLAS battle the ORC - LEGOLAS JUMPS onto the

BACK of a GIANT MUMAKIL bringing it down ... he lands on his

feet in front of GIMLI . . .

GIMLI

That still only counts as one!

The MUMAKIL react with terror as SPECTRAL WARRIORS climb up

their SIDES, routing the HARADRIM from their WAR-TOWERS!

ORCS flee in their THOUSANDS ... the TERRIFIED MUMAKIL

trampling them in their PANIC to ESCAPE!

ANGLE ON: The ARMY OF THE DEAD swarming over the CITY,

routing the ORCS!

ANGLE ON: EOWYN crawls to where THEODEN lays, mortally

wounded . . .

THEODEN looks up at EOWYN ... his breathing shallow ... his

vision clouded . . .

THEODEN

(gasping weakly)

I know your face ... Eowyn ...

EOWYN smiles down at him as she GENTLY STROKES his FACE ...

THEODEN (cont'd)

My eyes darken ...

EOWYN

No . . . I am going to save you ...

THEODEN

(loving)

You already did . . .

(clutching her hand)

My body is broken ... you have to let me go

EOWYN

No . . .

THEODEN touches her tear-stained face ...

THEODEN

I go to my fathers . . . in whose mighty

company, I shall not now feel ashamed ...

THEODEN is DYING . . .

THEODEN (cont'd)

Eowyn?

THEODEN DIES ... EOWYN breaks down, SOBBING ... ALL AROUND is

a VISTA OF DEFEAT.

CUT TO:

EXT. PELENNOR FIELDS, MINAS TIRITH - DAY

WIDE ON: PELENNOR FIELDS . . . strangely SILENT . . . all ORCS

have fled ... BATTLE DEBRIS and BODIES stretch as far as the

eye can see...

ABOVE MINAS TIRITH ... BLINDING SUN RAYS break through the

LOW CLOUDS!

ANGLE ON: GANDALF, LEGOLAS, GIMLI and PIPPIN watch as . . .

ARAGORN walks slowly across the FIELD OF BATTLE towards the

HIDEOUS GHOULS ...

KING OF THE DEAD

Release us.

GIMLI

(quietly)

Bad idea. Very handy in a tight spot, these

lads - despite the fact, they're dead!

KING OF THE DEAD

You gave us your word.

ARAGORN

I hold your oath fulfilled . . . Go. Be at

peace.

ANGLE ON: The ARMY OF THE DEAD slowly DISSOLVE INTO DUST, and

are immediately swept away by the four winds.

ARAGORN turns to GANDALF who bows his head in HOMAGE ...

PIPPIN, in his GONDORIAN armour, looks around at the

devastation ... his eyes full of SADNESS ... they suddenly

fix on something.

ANGLE ON: PIPPIN running through the RUIN of the BATTLE . . .

towards a SMALL FIGURE slumped on the ground ...

PIPPIN

Merry ...?

MERRY stares unseeing at PIPPIN ... HORROR and SHOCK erasing

all other memories from MERRY'S mind ... tears fall down

PIPPIN'S FACE as he looks on his FRIEND . . .

PIPPIN (cont'd)

Merry . . . it's me, it's Pippin . . .

MERRY

(groggy)

I knew you'd find me.

(disorientated)

Are you going to leave me?

PIPPIN

No Merry, I'm going to look after you.

ANGLE ON: PIPPIN covers MERRY with a blanket . . .

CUT TO:

EXT. TOWER OF CIRITH UNGOL - NIGHT

CAMERA RISES ... towards the dark ORC TOWER of CIRITH UNGOL.

A light glows from the TOPMOST WINDOW.

CAMERA reaches the TOWER, dissolving through the wall into...

CUT TO:

INT. TOWER OF CIRITH UNGOL/TOP ROOM - NIGHT

. . . a small cold ROOM. FRODO BAGGINS is UNCONSCIOUS on the

floor. His eyes suddenly flicker and he WAKES UP.

TILT UP . . . to reveal the ORC and URUK-HAI, GORBAG and

SHAGRAT, arguing over FRODO'S BELONGINGS and CLOTHES! GORBAG

is snatching for the MITHRIL VEST.

SHAGRAT

Hey! Hands off - that shiny shirt, that's

mine.

GORBAG

It's going to the Great Eye, along with

everything else . . .

ANGLE ON . . . FRODO as he realizes that he has been STRIPPED

down to his UNDERWEAR. He clutches at his throat.

... The RING HAS GONE!

SHAGRAT

I don't take orders from stinking Morgul

rats!

GORBAG grabs for the MITHRIL VEST ...

GORBAG

(angry yell)

You touch it, and I'll stick this blade in

your guts!

ANGLE ON: GORBAG draws his SWORD, but SHAGRAT KICKS him

BACKWARDS with his foot! GORBAG FALLS THROUGH a TRAP DOOR

leading to the floor below!

CUT TO:

INT. TOWER OF CIRITH UNGOL/GUARD ROOM - NIGHT

ANGLE ON: GORBAG lands in the GUARD ROOM with a CRASH,

creating SUDDEN ALARM amongst the ORCS and URUK-HAI stationed

there.

SHAGRAT leans through the TRAP DOOR ...

SHAGRAT

(yelling)

The scum tried to knife me! Kill him!

SEVERAL URUK-HAI converge on GORBAG - he LASHES OUT, slashing

one across the throat with his SWORD!

The DEAD URUK-HAI topples backwards over the PARAPET . . .

CUT TO:

EXT. TOWER OF CIRITH UNGOL/COURTYARD - NIGHT

... landing on top of URUK-HAI and ORCS in the courtyard

below. Within moments, a brutal CIVIL WAR breaks out between

the TWO COMPANIES stationed in CIRITH UNGOL!

EXT. PASS OF CIRITH UNGOL - NIGHT

ANGLE ON: SAM hurries towards the gate, fearful for FRODO.

CUT TO:

EXT. TOWER OF CIRITH UNGOL/COURTYARD - NIGHT

SAM is confronted with the sight of over 50 SLAUGHTERED ORC

and URUK-HAI, strewn over the COURTYARD!

ANGLE ON: SAM pounds UP THE STAIRCASE . . . he suddenly PAUSES.

SEVERAL URUK-HAI are running DOWN TOWARDS HIM! He grips STING

and continues CHARGING UP - SCREAMING at the top of his

lungs!

ANGLE ON: The FOUR URUKS . . . they see a HUGE DISTORTED SHADOW

on the wall in front of them! They turn around and flee in

terror back to the top of the stairs!

SAM appears - and before the URUK-HAI can fully regain their

wits - he slays THREE ... YELLING:

SAM

(yelling . . . 1st URUK-HAI) ,

That's for Frodo!

(yelling ... 2nd URUK-HAI)

And for the Shire!

(yelling . . . 3rd URUK-HAI)

And that's for my old Gaffer!

SAM runs into the TOWER . . .

INT. TOWER OF CIRITH UNGOL/TOP ROOM - NIGHT

ANGLE ON: FRODO struggling against his bonds, as GORBAG

climbs back into the room ... with VENGEANCE in his EVIL

EYES.

GORBAG

Stop your squeaking you dunghill rat!

CLOSE ON: GORBAG grabs FRODO'S hair and pulls his head back,

exposing his neck. He pulls out his SWORD, ready to cut

FRODO'S throat . . .

GORBAG (cont'd)

I'm gonna bleed you like a stuck pig!

SUDDENLY! GORBAG GASPS as STING is rammed into his back by

SAM!

SAM

Not if I stick you first!

GORBAG falls dead!

FRODO

(joyous disbelief)

Sam!!!

ANGLE ON: FRODO . . . humbled by SAM'S unswerving loyalty.

FRODO (cont'd)

Oh, Sam . . . I'm so sorry . . . sorry for

everything.

SAM quickly cuts FRODO free.

SAM

Come on.

FRODO

(despairing)

It's too late. It's over . . . they've taken

it. Sam - they took the Ring!!

SAM

(quietly)

Begging your pardon, but they haven't.

SAM pulls the RING from his pocket ...

I thought I'd lost you . . . so I took it -

only for safe-keeping.

CLOSE ON: FRODO looks at SAM amazed . . . his eyes drop to the

RING . . .

FRODO

Give it to me.

SAM hesitates . .. . TENSION instantly builds between them.

FRODO (cont'd)

Give me the Ring, Sam.

SAM seems strangely reluctant . . . ON THE SOUNDTRACK to HUM of

the RING builds

FRODO (cont'd)

Sam! Give me the Ring.

CLOSE ON: SAM drops the RING into FRODO'S palm . . .

FRODO sags in RELIEF . . . he puts the RING back around his

neck . . .

FRODO (cont'd)

You must understand . . . The Ring is my

burden . . . it will destroy you, Sam.

FRODO looks at SAM, pain in his eyes ...

SAM looks down at FRODO ... his plain HOBBIT face full of

compassion. SAM'S resolve hardens, a new strength takes hold.

SAM

Come on, Mr Frodo, we'd best find you some

clothes . . . you can't go walking through

Mordor in naught but your skin.

CUT TO:

EXT. PASS OF CIRITH UN.GOL - NIGHT

FRODO and SAM are now dressed in FOUL-LOOKING ORC gear ...

ANGLE ON: FRODO and SAM turn east and walk over the SUMMIT of

CIRITH UNGOL ... into MORDOR.

CLOSE ON: FRODO and SAM . . . they STOP DEAD . . . STARING AHEAD:

ANGLE ON: MOUNT DOOM . . . 50 M,ILES AWAY - across the barren

GORGOROTH PLATEAU - the mountain is erupting streams of ASH

and LAVA high into the air, lighting the low cloud blanket of

MORDOR with a flickering ORANGE WASH.

With immense trepidation, FRODO and SAM head down the steep

path into the dark kingdom . . .

. . . TWO TINY FIGURES in a bleak, foreboding landscape. Before

them lies the PLAIN of GORGOROTH ... Their eyes are drawn to

the OMINOUS SILHOUETTE of MOUNT DOOM ...

SAM

We did it, Mr Frodo. We made it to Mordor.

ANGLE ON: FRODO's eyes travel down towards the HUNDREDS of

FIRES which glow on the PLAINS beneath them ... thousands

upon thousands of ORCS are encamped there .

FRODO

There are so many of them . . . So many.

We'll never get through unseen.

THEIR eyes are drawn to a DARK LOOMING SHAPE ... BARAD-DUR

. . . A RED LIGHT seems to sweep across the PLAIN ...

FRODO (cont'd)

(terror)

It's him - the Eye.

The GREAT EYE OF SAURON!

SAM cannot see what FRODO sees. GENTLY, he urges FRODO on.

SAM

We have to go in there, Mr Frodo. There's

nothing for it. Come on. Let's just make it

down the hill for starters.

EXT. MINAS TIRITH, TOWER HALL - DAY

CLOSE ON: GANDALF stands in the TOWER HALL . . . seemingly

alone . . . he speaks quietly, doubt and fear edge his voice.

GANDALF

Frodo has passed beyond my sight. The

darkness is deepening.

He turns and crosses the HALL to reveal the presence of

GIMLI, LEGOLAS, EOMER and ARAGORN . . .

ARAGORN, his back to GANDALF . . .

ARAGORN

If Sauron had the .Ring, we would know it.

CLOSE ON: GANDALF - still troubled, still worried . . .

GANDALF

It's only a matter of time. He has suffered

a defeat, yes, but behind the walls of

Mordor our enemy is regrouping.

GIMLI sits insolently on the SEAT of the STEWARD . . .

GIMLI

Let him stay there. Let him rot. Why should

we care?

GANDALF looks across at the DWARF . . . His face ashen.

GANDALF

Because ten thousand Ores now stand between

Frodo and Mount Doom.

(to himself)

I have sent him to his death.

ANGLE ON: ARAGORN turns around suddenly . . .

ARAGORN

No.

GANDALF looks up sharply at ARAGORN . . .

ARAGORN (cont'd)

There is still hope for Frodo. He needs

time and safe passage across the Plains of

Gorgoroth. We can give him that.

GANDALF

How?

ARAGORN

Draw out Sauron' s armies - empty his lands.

Then we gather our full strength and march

on the Black Gate.

At this, GIMLI CHOKES on his pipe . . . EOMER steps forward.

EOMER

We cannot achieve victory from strength of

arms .

ARAGORN

Not for ourselves . . . But we can give Frodo

his chance if we keep Sauron' s eye fixed

upon us. Keep him blind to all else that

moves .

LEGOLAS

A diversion . . .

CLOSE ON: GANDALF speaks in a low tone to ARAGORN . . .

GANDALF

(doubtful)

Sauron will suspect a trap. He will not

take the bait!

GIMLI

Certainty of death. Small chance of

success. What are we waiting for?

CUT TO:

EXT. PELENNOR FIELDS - DUSK

CLOSE ON: ARAGORN wearing a BREAST PLATE emblazoned with the

WHITE TREE.

He rides at the head of a COLUMN of 500 FOOT SOLDIERS from

ROHAN and CONDOR ... leading them from the :RUINS of

OSGILIATH.

GANDALF, LEGOLAS, GIMLI, EOMER, MERRY and PIPPIN ride

directly behind him.

AHEAD OF THEM: The MOUNTAINS of MORDOR.

EXT. PLAINS OF GORGORTH - NIGHT

GREAT ARMIES of ORC and URUK-HAI stream across the PLAINS

from MORDOR . . .

EXT. ORC ROAD, MORDOR - NIGHT

WIDE SHOT: The VOLCANIC WASTELAND of the GORGOROTH FOOTHILLS.

FRODO and SAM, still disguised in the ORC ARMOUR, slide down

scree bank and land on the road below . . . their attention is

fixed on the PLAIN below ... thousands of ORCS can be seen

marching away from MT. DOOM . . .

SAM

Look, the Ores! They're moving off. You

see, Mr Frodo - some luck at last.

EXT. GORGOROTH PLAIN, MORDOR - DAWN

FRODO and SAM ... moving across a HELLISH dry landscape of

twisted volcanic rock and STEAMING FISSURES.

40 MILES AWAY, MOUNT DOOM rises out of the PLAIN . . . its feet

founded in ashen ruin, its huge cone rising to a great

height, where its reeking head is swathed in cloud.

EXT. BLACK GATES OF MORDOR - DAY

ARAGORN'S FORCE of 500 approaches the great BLACK GATES OF

MORDOR. He positions his troops about half a mile from the

GATES.

EXT. GORGOROTH PLAIN, MORDOR - DAY

ANGLE ON: FRODO slumped against a ROCK . . . he tries to DRINK

from his WATER BOTTLE . . . but finds it EMPTY.

SAM

Take mine . . . there's a few drops left.

FRODO gratefully takes a SMALL SIP from SAM'S BOTTLE . . .

hands it back.

FRODO

There'll be none left for the return

journey.

SAM

(softly)

I don't think there will be a return

journey, Mr Frodo.

A moment of EYE CONTACT between FRODO and SAM as they

acknowledge what lies ahead.

SAM offers FRODO his hand . . . and PULLS HIM UP.

CUT TO:

EXT. BLACK GATES OF MORDOR - DAY

At the BLACK GATES, ARAGORN musters his MEN . . .

CUT TO:

EXT. PLAINS OF GORGOROTH - DAY

WIDE ON: FRODO and SAM staggering across the TORTURED

LANDSCAPE ... they are no longer WEARING the ORC ARMOUR.

CLOSE ON: FRODO is walking half-bowed, often stumbling . . . as

if his eyes not longer see the way before his feet.

His right HAND is pressed against his CHEST ... supporting a

HEAVY WEIGHT. His left HAND often rises, as if to ward off

some invisible blow. SAM watches him, CONCERN etched across

his FACE . . .

CLOSE ON: FRODO as a malevolent VOICE in his head calls to

him . . . "Baggins - Baggins" . . .

CLOSE ON: SAM looking behind him in time to see . . .

WIDE ON: A RAY of RED LIGHT stabs through the GLOOM and

begins to sweep over the BARREN LANDSCAPE . . .

SAM

Frodo, get down

SAM throws himself to the ground ... FRODO turns to the

light, unable to stop himself . . .

FRODO crumpling to the ground as the RED LIGHT hits him like

a SEARCHLIGHT.

EXT. BLACK GATES OF MORDOR - NIGHT

All is QUIET . . . No sign of the ENEMY . . .

PIPPIN

(wary)

Where are they?

ANGLE ON: GANDALF . . . watchful . . . alert. He nods at ARAGORN.

WIDE: ARAGORN, GANDALF, LEGOLAS, GIMLI, EOMER, MERRY and

PIPPIN galloping towards the BLACK GATES. They pull up less

than 50 yards from the TOWERING GATES . . .

INTERCUT WITH:

EXT. PLAINS OF GORGOROTH - NIGHT

FRODO is slumped on the GROUND, unable to MOVE ...

INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - NIGHT

ANGLE ON: ARAGORN moves his HORSE forward.

ARAGORN

Let the lord of the Black Land come forth;

let justice be done upon him.

From behind the HUGE GATES, the terrifying CHANTING and the

CLANGING of the ARMOUR of THOUSANDS ...

With the SOUND of TORTURED METAL, the MASSIVE GATES begin to

open . . . LEGOLAS, MERRY and EOMER look on in trepidation.

EXT. PLAINS OF GORGOROTH - NIGHT

With the EYE OF SAURON sweeping the PLAINS around them, SAM

gets to his feet ...

EXT. BLACK GATES OF MORDOR - NIGHT

The BLACK GATES of MORDOR SWING OPEN! SAURON'S ARMY of

300,000 ORCS MARCH OUT!

ARAGORN

Pull back! Pull back!

ANGLE ON: ARAGORN, GANDALF, LEGOLAS, GIMLI, EOMER, MERRY and

PIPPIN GALLOP back towards their SMALL ARMY as the ORC MASSES

slowly MARCH toward them.

Behind them, the EYE OF SAURON is directed toward THEM ...

CUT TO:

EXT. PLAINS OF GORGOROTH - NIGHT

FRODO'S eyes open with a START ...

SAM

It's gone, Mr Frodo.

ANGLE ON: SAM crawls toward FRODO . . .

SAM (cont'd)

The light's passed on, away towards the

North . . . something's drawn it's gaze.

FRODO and SAM stagger to their feet and move off.

CUT TO:

EXT. BLACK GATES OF MORDOR - DAY

ANGLE ON: The MASSIVE ORC ARMY marching towards ARAGORN'S

MEN.

ANGLES ON: ARAGORN'S MEN . . . starting to WAVER as the ORCS

ENCIRCLE THEM. SOME MEN are backing away ... losing their

nerve.

ARAGORN GALLOPS in front of his ARMY . . .

ARAGORN

Hold your ground - hold your ground! Sons

of Gondor - of Rohan . . . my brothers!

ANGLE ON: ARAGORN . . . he seems to fix each and everyone of

his MEN with his eyes.

ARAGORN (cont'd)

I see in your eyes the same fear that would

take the heart of me. The day may come when

the courage of Men fails; when we forsake

our friends and break all bonds of

fellowship; but it is not this day - an

hour of wolves and shattered shields, when

the Age of Man comes crashing down - but it

is not this day!!! This day we fight! By

all that you hold dear on this good earth -

I bid you stand!

ARAGORN holds ANDURIL ALOFT!

ARAGORN (cont'd)

Men of the West!

CUT TO:

EXT. MOUNT DOOM - NIGHT

FRODO and SAM are CLIMBING the face of MOUNT DOOM ...

The LANDSCAPE is VIOLENT ... RED HEAT hisses out of FISSURES,

the ROCK is JAGGED ... RAZOR SHARP ... ASH blankets the LAND.

RED LIGHTNING FORKS across the SKY with a DEAFENING CRACK!.

CLOSE ON: FRODO and SAM'S FEET dragging across the ASH . . .

Their PARCHED LIPS . . . SWEATING, DUSTY FACES.

FRODO TRIPS ... falls FACE-FIRST into the DUST ... SAM drops

beside him.

INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - DAY

HIGH WIDE: Of ARAGORN'S ARMY, totally SURROUNDED by 300,000

ORCS . . . poised for the order to ATTACK!

INTERCUT WITH:

EXT. MT DOOM - NIGHT

FRODO slowly lifts his head and looks up . . .

FRODO'S POV: Looking .straight up the STEEP SLOPES of MOUNT

DOOM! . . . a huge mass of ash and slag and burned stone!

FRODO starts to CRAWL on his HANDS and KNEES! He hauls

himself a FEW PITIFUL FEET before SLUMPING in the ASH.

CUT TO:

EXT. BLACK GATES OF MORDOR - NIGHT

ANGLE ON: GIMLI as he surveys the ARMY of MORDOR . . .

GIMLI

Never thought I'd die fighting side by side

with an Elf.

LEGOLAS

(quietly)

What about side by side with a friend?

GIMLI looks up into the EYES of LEGOLAS, with whom he has

shared so much. The GRUFF DWARF smiles quietly . . . .

GIMLI

Aye - I could do that.

LEGOLAS drops his hand on GIMLI'S shoulder . . . SLOWLY they

turn and FACE the ENEMY TOGETHER.

CUT TO:

EXT. GORGOROTH PLAIN, MORDOR - NIGHT

CLOSE ON: SAM crawls to FRODO who lies SLUMPED against the

rock-face . . . he turns him over, holding him in his ARMS.

SAM

(softly)

Do you remember the Shire, Mr Frodo?

. . . It'll be spring soon, and the orchards

will be in blossom; and the birds will be

nesting in the hazel thicket; and they'11

be sowing the summer barley in the lower

fields; and eating the first of the

strawberries with cream.

(looking down at FRODO)

Do you remember the taste of strawberries?

CLOSE ON: FRODO shuts his eyes, his breath coming in GASPS.

FRODO

(weak whisper)

No, Sam. I can't recall the taste of food;

nor the sound of water; nor the touch of

grass . . . I'm naked in the dark.

(rising panic)

There's no veil between me and the wheel of

fire. I can see it with my waking eyes.

CLOSE ON: SAM looks at FRODO with GRIM DETERMINATION.

SAM

Then let us be rid of it - once and for

all! Come on, Mr Frodo. I can't carry it

for you ... but I can carry you! Come on!

With that, SAM lifts FRODO on to his shoulders and starts to

CLIMB MOUNT DOOM! His plain hobbit-face grows stern, almost

grim, as the will hardens in him.

WIDE ON: TWO TINY HOBBITS on the ENDLESS shale SLOPES of the

MOUNTAIN ...

CUT TO:

EXT. BLACK GATES OF MORDOR - DAY

ANGLE ON: ARAGORN and COMPANY watch as they are surrounded by

a tide of ORCS . . .

ARAGORN raises ANDURIL in the BROAD SWEEP as he walks forward

. . . he turns to FACE the OTHERS . . .

CLOSE ON: QUIET RESOLVE written on ARAGORN's face as he looks

into the EYES of the remaining members of the FELLOWSHIP ...

ARAGORN

(softly)

For Frodo . . .

ANGLE ON: ARAGORN turning, SWORD-raised, he CHARGES FORWARD!

There is a moment of SILENCE . . . no-one else moves . . .

SUDDENLY a SHOUT goes up!

ANGLE ON: PIPPIN and MERRY charging forward . . . The rest of

the MEN following ...

ANGLE ON: ARAGORN crashing head on into a line of ORCS . . .

ANGLE ON: The blade of ANDURIL flashing as ARAGORN HACKS at

ORCS!

CUT TO:

EXT. SLOPES OF MOUNT DOOM - DAY

WIDE: Like a small grey insect, SAM creeps up the slope with

FRODO on his back . . . foot by foot.

The mantling CLOUD swirls, revealing the cruel pinnacles and

iron crown of BARAD-DUR, the Dark Tower, in the distance.

CLOSE ON: SAM staggering under FRODO'S weight . . . STRONG ashladen

WINDS are buffeting him as he slowly CLIMBS MOUNT DOOM.

The PLAIN of GORGOROTH lies 1000 FEET BELOW, wrapped in fume

and shadow.

A TREMOR ripples through the GROUND . . . a RED FLAME explodes

into the SKY . . .

ANGLE ON: SAM looks up - fearful the MOUNTAIN could explode

at any moment!

SAM POV: Through the THICK, FUME-LADEN AIR a set of STAIRS

can be made out . . .

SAM

(growing excitement)

Look, Mr Frodo! We're almost there! -.-.

SAM can't believe it - relief and joy flood through him . . .

GOLLUM

Clever Hobbits to climb so high!

SMACK!. OUT OF NOWHERE the figure of SMEAGOL crashes into them

sending SAM and FRODO sprawling.

ANGLE ON: SMEAGOL pounces on FRODO . . . his fingers wrapping

around his throat, snapping FRODO'S neck from side to side!

ANGLE ON: FRODO as he struggles to unlock the BONY, WHITE

FINGERS around his neck but SMEAGOL'S grip is too strong.

CLOSE ON: SMEAGOL'S fingers tightening around FRODO'S neck -

squeezing the life out of him . . .

WHACK! A ROCK connects with the SIDE of SMEAGOL'S head . . .

ANGLE ON: SAM jumps on a STUNNED SMEAGOL . . .

ANGLE ON: FRODO comes to . . .

INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - DAY

The BATTLE between MEN and ORCS rages on . . . From MORDOR,

high OVERHEAD, the NAZGUL fly out into the FRAY ...

INTERCUT WITH:

EXT. SLOPES OF MOUNT DOOM - DAY

All the old HATRED between SAM and SMEAGOL boils over as they

FIGHT . . . SAM falls back . . . SMEAGOL BITING at his SHOULDER!

SAM pushes SMEAGOL away with his feet . . . rolls to his KNEES,

as SMEAGOL charges at him . . .

SAM slashes out with STING! He cuts SMEAGOL across the

stomach! SMEAGOL staggers back, SCREAMING with PAIN . . .

SAM looks around desperately for FRODO ...

SAM

(yelling desperately)

Frodo!

FRODO has GONE!

ANGLE ON: FRODO RUNNING UP THE MOUNTAIN!

INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - DAY

FELLOWSHIP fight BRAVELY . . . a hideous screech rends the AIR!

ANGLE ON: GANDALF looks up to a NAZGUL diving straight toward

him!

CLOSE ON: GANDALF eyes flicker as a small MOTH flutters

across his line of sight.

ANGLE ON: THE FELL BEAST - JAWS OPEN, TALONS EXTENDED!

Another cry rends the air as . . .

SMACK! The GIANT EAGLE, GWAHIR, SMASHES into the FELLBEAST,

it's claws ripping into the HIDEOUS MONSTER'S NECK!

ANGLE ON: PIPPIN in the midst of BATTLE looks up.

PIPPIN

(disbelieving)

Eagles . . .

Above the BATTLE attack formation, more EAGLES appear . . .

. . . PIPPIN (cont'd)

The Eagles are coming! The Eagles are coming!

The EAGLES engage the NAZGUL!

CUT TO

EXT.DOOR OF SAMMATH NAUR, MOUNT DOOM - DAY

ANGLE ON: SAM is GASPING, his lungs EXPLODING as he RACES up

the SLOPES of MOUNT DOOM searching for FRODO.

ANGLE ON: SAM arriving at the STONE DOORWAY of SAMMATH NAUR

. . . leading into the MOUNTAIN!

SAM staggers into it!

INT. THE CRACK OF DOOM TUNNEL - DAY

ANGLE ON: SAM flinches against the FIERCE HEAT blasting down

the TUNNEL.

SAM

(yelling)

Frodo!

SAM lurches forward ... towards an ORANGE GLOW deep in the

HEART of the MOUNTAIN.

INT. CRACK OF DOOM - DAY

The HEAT is almost UNBEARABLE ... SAM sees FRODO in the

DISTANCE ...

FRODO

I'm here, Sam.

ANGLE ON: FRODO is standing on the EDGE of the CRACK OF DOOM

. . . a deep LAVA FILLED CHASM, in the very heart of ancient

SAURON'S FORGES, the greatest in Middle-earth.

The RAGING ORANGE GLARE from the CHASM turns FRODO into a

BLACK SILHOUETTE . . . standing TENSE and STILL.

FRODO holds the RING in his HAND . . . he RAISES IT, holding

it over the BUBBLING LAVA far below.-

SAM

(yelling)

Destroy it - go on! Throw it in the fire!

CLOSE ON: FRODO . . . a STRANGE EXPRESSION on his face . . .

SAM (cont'd)

What are you waiting for? Just let it go!

ON THE SOUNDTRACK: The HUM of the RING grows louder and

louder! FRODO PULLS the RING close to his body as he turns to

SAM.

FRODO looks at SAM, the RING has finally taken him.

FRODO

The Ring is mine.

SAM SCREAMS as . . .

. . . FRODO PUTS THE RING ON! He VANISHES!

SAM

No! :

CUT TO:

EXT. BLACK GATES OF MORDOR - DAY

With a storm of wings, the NAZGUL wheel around and hurtle

towards MOUNT DOOM!

In the midst of the BATTLE - GANDALF ... realising FRODO has

been seen . . .

INTERCUT WITH:

INT. CRACK OF DOOM - DAY

CLOSE ON: SAM is SCREAMING for FRODO . . .

ANGLE ON: FOOTPRINTS moving across the ASH COVERED CAVERN

FLOOR!

SUDDENLY! GOLLUM smashes a ROCK down on SAM'S HEAD, knocking

him to the GROUND!

GOLLUM LEAPS on to the INVISIBLE FRODO!

CLOSE ON: FRODO'S FOOTPRINTS . . . staggering about under

GOLLUM'S WEIGHT!

ANGLE ON: GOLLUM clawing FRANTICALLY, riding on the BACK of

the INVISIBLE FRODO . . .

INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - DAY

ARAGORN turns and is confronted by an ARMOURED TROLL,

wielding an ENORMOUS MALLET . . .

INTERCUT WITH:

INT. CRACK OF DOOM

GOLLUM suddenly LIFTS HIS HANDS to his face ... and BITES

HARD!

ANGLE ON: FRODO MATERIALIZES as he DROPS TO HIS KNEES,

clutching his BLEEDING HAND . . . he SCREAMS.

The FIRES below roar in anger, RED LIGHT blazes, and all the

cavern is filled with a great glare and heat.

INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - DAY

ANGLE ON: LEGOLAS as ARAGORN falls to the GROUND . . .

INTERCUT WITH:

INT. CRACK OF DOOM - DAY

CLOSE ON: GOLLUM triumphantly HOLDS the RING ALOFT . . .

ECSTATIC!

CLOSE ON: GOLLUM dancing GLEEFULLY . . . PERILOUSLY close to

the EDGE OF THE CHASM!

INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - DAY

ARAGORN turns to see HUGE TROLL FEET moving CLOSER ...

LEGOLAS races toward him ...

INT. CRACK OF DOOM

GOLLUM still TRIUMPHANT . . . on the edge of the PRECIPICE ...

The FIERY LAVA casting an EVIL LIGHT . . . He jumps about in

DELIGHT . . .

GOLLUM

Precious! Precious!

ANGLE ON: FRODO rises slowly . . . his EYES lock on GOLLUM . . .

time seems to stand still as each regards the other ...

CLOSE ON: the RING glinting in GOLLUM'S HAND . . . BEAUTIFUL

... POWERFUL ... EVIL . . .

SUDDENLY! FRODO lunges at GOLLUM ...

FRODO thuds into GOLLUM, lifting him off his feet . . .

ANGLE ON: FRODO and GOLLUM locked in STRUGGLE plummet over

the EDGE OF THE CHASM.

INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - DAY

THUD! The HUGE FOOT of the CAVE TROLL lands on ARAGORN'S

chest. He STABS at. it ineffectually . . .

ANGLE ON: GANDALF in despair ...

INTERCUT WITH:

INT. CRACK OF DOOM

SAM watches in HORROR as FRODO and GOLLUM ... disappear into

the CHASM! He staggers over . . .

SLOW MOTION: GOLLUM falls into the CRACK OF DOOM . . .

INSTANTLY engulfed in the CHURNING LAVA!

ANGLE ON: SAM leans into the CRACK OF DOOM . . .

ANGLE ON: FRODO clinging onto the ROCK FACE with his ONE GOOD

HAND!

The CAVERNS are SHAKING VIOLENTLY.

SAM desperately reaches for him . . . FRODO is too far down.

SAM

Give me your hand.

CLOSE ON: FRODO looks at SAM, his face impassive.

SAM (cont'd)

Take my hand!

FRODO struggles to reach SAM . . . he.can't reach WITH HIS

BLEEDING hand, and falls'back, still clinging valiantly to

the ROCK with his good hand . . .

SAM (cont'd)

No!

ANGLE ON: FRODO looks at SAM imploringly . . .

SAM (cont'd)

Don't you let go! Don't let go.

(desperate)

Reach!!!

ANGLE ON: FRODO reaches up once more and this time SAM GRASPS

his hand TIGHTLY .

CLOSE ON: The RING sits on the river of LAVA for a brief

moment, then SINKS away . . .

ANGLE ON: the EYE OF SAURON . . .

WIDE ON: Across the GREAT PLAINS - MOUNT DOOM is clearly

IMPLODING ...

INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - DAY

On the BATTLEFIELD, all eyes turn to MOUNT DOOM ...

ANGLE ON: The CAVE TROLL, with ARAGORN at his mercy, is

distracted by the SOUNDS emanating from MORDOR . . . he turns

in TERROR and RUNS OFF . . .

EXT. BARAD-DUR - DAY

ANGLE ON: The FELLOWSHIP turn to watch as the MASSIVE DARK

TOWER of SAURON shakes itself to pieces!

TOWERS FALL and WALLS CRUMBLE; vast spires of SMOKE and

spouting STEAM billow up!

The FOUNDATIONS explode apart ...

EXT. BLACK GATES OF MORDOR - DAY

The BLACK GATES collapse in a huge cloud of ASH!

THE ORCS are FLEEING in all DIRECTIONS . . . As the very

foundations of MORDOR collapse!

THE COMPANY watch as MOUNT DOOM explodes ... the reason for

their MISERY is clear . . . it's plain FRODO and SAM can never

survive the cataclysm ...

CUT TO:

EXT. SLOPES OF MOUNT DOOM - DAY

The VOLCANO is ERUPTING, FIRE belches from it's riven summit,

sending LAVA streaming down it's sides..

ANGLE ON: FRODO and SAM stagger out of the SAMMATH NAUR DOOR

. . . all around ASH and MOLTEN ROCKS fall. The SKIES burst

into THUNDER, seared with LIGHTNING.

The screaming NAZGUL fall from the sky in FLAMES!

The ground is shaking so violently that FRODO and SAM can

barely stand.

FRODO stumbles . . . SAM helps him up . . . FRODO smiles.

FRODO . ..

It's gone . . . it's done.

SAM looks down at FRODO ... FRODO'S FACE is at PEACE ... his

BURDEN destroyed . . .

SAM

Yes, Mr. Frodo ... it's over now.

FRODO and SAM crawl onto a ROCK as LAVA streams towards them

. . . in seconds THEIR ROCK is an island in a sea of MOLTEN

FIRE. ,'.

FRODO shuts his eyes . . .

FRODO

(remembering)

I can see the Shire ... The Brandywine

River, Bag End, Gandalf's fireworks . . . the

lights in the Party Tree . . .

SAM

Rosie Cotton dancing ... she had ribbons in

her hair . . .

(sobs)

. . . if ever I was to marry someone . . . it

would have been her . . . it would have been

her.

FRODO glances at SAM . . . he is WEEPING.

CLOSE ON: FRODO wrapping an ARM around SAM'S SHOULDER.

FRODO

(calm)

I'm glad to be with you, Samwise Gamgee . . .

here at the end of all things.

HIGH WIDE: TWO TINY HOBBITS waiting to die amid a cataclysmic

landscape . . . LAVA erupts around them ... FIREBALLS rain down

from the sky.

We SLOWLY FADE TO BLACK ...

FADE UP:

SLOW MOTION: GWAIHIR, the GREAT EAGLE flaps towards CAMERA

. . . He bears GANDALF on his back, and is followed by TWO MORE

EAGLES.

WIDE SHOT . . . The EAGLES bravely fly amid the RAINING ASH and

MOLTEN ROCKS ... and SNATCH FRODO and SAM from the ROCK!

CLOSE ON: FRODO'S FACE . . . as the FIERY VOLCANO recedes away

beneath him . . . the wind ruffles his hair . . . he PASSES OUT.

FADE TO BLACK.

INT. MINAS TIRITH, HOUSES OF HEALING - DAY

SLOW MOTION ... FRODO'S eyes flutter open ... looking around

slowly his eyes alight on GANDALF ...

FRODO

Gandalf?

GANDALF'S face breaks into a smile ... then laughter ...

. . . as MERRY and PIPPIN run in . . . jumping on the bed and

hugging FRODO . . .

GIMLI and LEGOLAS enter the room . . . their joy is PLAIN . . .

ARAGORN joins them - the FELLOWSHIP is complete . . .

. . . finally FRODO'S eyes fall upon a FIGURE standing apart

from the others . . . it is SAM ...

CLOSE ON: FRODO'S and SAM'S eyes meet . . .

CUT TO:

EXT. MINAS TIRITH, COURT OF THE KINGS - DAY

ANGLE ON: SWEEPING over the MINAS TIRITH WALLS, racing

towards the TOP of the CITY ... through a BLIZZARD of WHITE

FLOWER PETALS! MINAS TIRITH is restored . . . it gleams WHITE

in the BRIGHT SUN.

SOARING UP: to REVEAL the COURT OF THE KINGS, CROWDED with

4000 PEOPLE . . . cramming the WIDE PATH leading to the TOWER

HALL! ;

CLOSE ON: The CROWN of CONDOR glints in the BRILLIANT

SUNSHINE . . .

GANDALF places the CROWN upon ARAGORN'S head.

GANDALF

Now come the days of the King ...

ARAGORN smiles up at GANDALF . . .

GANDALF (cont'd) :

(softly to Aragorn)

May they be blessed.

ARAGORN slowly RISES, turning to face the CROWD, who CHEER

and CLAP for their KING . . .

ARAGORN

This day does not belong to one man but to

all. Let us together rebuild this world

that we may share in the days of peace.

The CHEERS of his PEOPLE are DEAFENING ...

ARAGORN sings for his people ... Then WALKS in SLOW

PROCESSION down the WHITE PAVED PATH as the CROWD BOW their

heads in respect to their NEW KING ...

ARAGORN passes EOWYN and FARAMIR who bow before him ... EOMER

steps FORWARD to bow in respect ...

TRUMPETS SOUND as a PROCESSION of ELVES, dressed in

shimmering SILVERS and WHITES, led by LEGOLAS approach the

KING ... LEGOLAS gestures behind him . . .

CLOSE ON: ARAGORN'S eyes scan amongst the ELVES

ANGLE ON: A BANNER carried aloft bearing the WHITE TREE of

CONDOR in FULL FLOWER . . . the RANKS of ELVES part revealing:

ARWEN, eyes shining ... MORTAL now, but deeply in love ...

carrying the STANDARD of CONDOR ... ARAGORN kisses her

ELROND looks on . . . his face breaks into a smile.

ARAGORN and ARWEN embrace.

ANGLE ON: ARAGORN and ARWEN walking through the CROWD towards

four SMALL FIGURES who stand nervously at the end of the

AVENUE . . .

ANGLE ON: ARAGORN and ARWEN look on FRODO, SAM, MERRY and

PIPPIN, as they stand before them . . .

The FOUR HOBBITS, dressed in their OLD CLOTHES, clean and

mended, bow their heads ...

ARAGORN raises his HAND.

ARAGORN (cont'd)

My friends ... you bow to no-one.

ANGLE ON: ARAGORN drops on ONE KNEE, kneeling before THE

HOBBITS, his head bowed ... followed by all assembled there.

CLOSE ON: TEARS spring into FRODO'S EYES. He clutches SAM'S

shoulder as 4000 PEOPLE pay homage to the courage of two

little Hobbits from the Shire.

CAMERA RISES INTO THE AIR ... away from the CROWDED CITADEL,

until MINAS TIRITH becomes a SPECK in the LANDSCAPE ...

CUT TO:

EXT. MIDDLE EARTH MAP - DAY

DISSOLVING into the PARCHMENT MAP of MIDDLE-EARTH ... Slowly

drifting across the MAP towards the WEST ...

FRODO V/0

And thus it was a Fourth Age of Middleearth

began, and the Fellowship of the

Ring, though eternally bound by friendship

and love, was ended.

Thirteen months to the day since Gandalf ,.

sent us on our long journey . . .

CUT TO:

EXT. HOBBITON - DUSK

FRODO V/0

. . . we found ourselves looking upon a

familiar sight . . . We were home!

MATCHING MOVE: Revealing HOBBITON bathed in a WARM SUNSET ...

As FRODO, SAM, MERRY and PIPPIN ride into SHOT on PONIES ...

past ODO PROUDFOOT who shakes his head at the STRANGENESS of

their appearance.

INT. THE GREEN DRAGON INN - NIGHT

FRODO brings a round of drinks to the TABLE.

Nearby a HUGE FUSS is being made of a LARGE PUMPKIN which has

been brought in to be shown off.

ANGLE ON: The FOUR FRIENDS look at each other. A WORLD of

experience now separates from their fellow HOBBITS.

Seated at a long table, the FOUR FRIENDS raise their glasses

. . . SAM eye is suddenly caught!

ANGLE ON: ROSIE COTTON who is serving behind the BAR . . .

SAM steels himself and leaves to go and TALK to ROSIE ...

FRODO, MERRY and PIPPIN exchange smiles as . . .

CUT TO:

EXT. HOBBITON - DAY

On a BEAUTIFUL sunny day, SAM and ROSIE are MARRIED ... With

their dearest FRIENDS gathered around them . . .

ROSIE throws a beautiful bouquet of FLOWERS . . . it's caught

by PIPPIN who smiles in embarrassment ...

DISSOLVE TO:

INT. BAG END - DAY

FRODO walks through BAG END to his STUDY ...

FRODO V/0

How do you pick up the threads of an old

life? How do you go on, when in your heart

you begin to understand. There is no going

back. There are some things that time

cannot mend. Some hurts that go too deep.

That have taken hold.

ANGLE ON: FRODO . . . from behind. He is HUNCHED over a DESK...

PUSH IN . . . to reveal BILBO'S RED BOOK open on FRODO'S DESK.

He is WRITING in the LAST CHAPTERS ...

in careful neat HANDWRITING. FRODO turns back the pages,

REVEALING: There and Back Again - A Hobbit's Tale, by Bilbo

Baggins. He writes below it as SAM GAMGEE calls out from the

door:

SAM O.S

Mr Frodo?

CLOSE ON: FRODO WINCES with a sharp GASP of PAIN . . . He puts

the PEN down and CLUTCHES at his SHOULDER . . .

SAM has entered the ROOM and stands BEHIND FRODO ...

SAM .

(concerned) -

What is it? -

CLOSE ON: FRODO . . . He is DRAWN and PALE.

FRODO

It's been four years to the day since

Weathertop, Sam. It's never really healed.

CLOSE ON: SAM . . . at a loss for words. His EYES fall to the

BOOK. . . . . . '

SAM

(reading)

"There and Back Again . . . A Hobbit's Tale,

by Bilbo Baggins".

TILT DOWN: to FRODO'S HANDWRITING:

SAM (cont'd)

(reading)

" . . . And The Lord of the Rings, by Frodo

Baggins".

(delighted) :

You've finished it! -

FRODO

(closing the book)

Not quite . . . There's room for a little

more.

CUT TO:

EXT. HOBBITON FIELDS - EARLY MORNING

LYRICAL MUSIC OVER ...

A COLD WINTER'S MORNING ... Out of the FOG rattles a SMALL

COVERED WAGON; GANDALF is at the REINS.

ANGLE ON: FRODO, SAM, MERRY and PIPPIN are waiting on PONIES

for the WAGON . . . all are wearing their GREY ELVEN ROBES.

FRODO V/0

Bilbo once told me, the great stories never

end - that each of us must come and go in

the telling. His part in this tale was now

over. There would be no more journeys for

Bilbo. Save one.

CLOSE ON: GANDALF arrives in his CART . . .

DISSOLVE TO:

EXT. WEST FARTHING - DAY

WIDE ON: The WAGON trundles along at a SEDATE PACE.

SAM, MERRY and PIPPIN ride behind, leading FRODO'S EMPTY

PONY.

BILBO O.S.

(frail)

Tell me again, lad. Where are we going?

FRODO O.S.

To the harbour, Bilbo. The Elves have

accorded you a special honour. A place on

the last ship to leave Middle-earth.

INT. WAGON - DAY

CLOSE ON: FRODO is SITTING in the WAGON . . . his ARM around

his UNCLE BILBO.

BILBO is extremely OLD and FRAIL. He is DOZING . . . his head

slumped.

BILBO'S eyes flutter OPEN . . . with effort he raises his head

BILBO

(frail)

Frodo ... Any chance of seeing that old

ring of mine ... the one I gave you?

FRODO

(quietly)

Sorry, Uncle . . . I'm afraid, I lost it.

BILBO

(frail)

Oh . . . pity. I should like to have held it

one last time.

BILBO nods back to sleep ... FRODO rests his head against

him.

DISSOLVE TO:

EXT. THE GREY HAVENS - DUSK

ANGLE ON: FRODO, walking arm-in-arm with BILBO through a

beautiful ELVEN BOAT-HOUSE ... GANDALF follows with MERRY,

PIPPIN and SAM.

CLOSE ON: As BILBO looks up, he is STUNG by the BEAUTY before

him . . .

BILBO

Oh! Well, here's a sight I have neverseen

before.

TRACKING: Passing under a beautiful ELVEN ARCHWAY . . .

. . . to reveal a WHITE SHIP, ready to depart from a WHITE

STONE DOCK.

ANGLE ON: ELROND, CELEBORN and GALADRIEL are waiting for

them.

The SETTING SUN slowly dropping behind the SEA ... visible

between the HEADLANDS of a beautiful INLET.

The lighting is beautiful . . . S U N streams through the sails,

casting an ethereal glow on THE GROUP as they walk onto the

DOCK.

BILBO bows in acknowledgement to ELROND, CELEBORN and

GALADRIEL, who return his GREETING.

GALADRIEL

The power of the Three Rings is ended. The

time has come for the Dominion of Men.

ELROND

(ELVISH: with subtitles)

I Aear can ven na mar.

The Sea calls us home.

ELROND holds out his ARMS to BILBO who suddenly seems MUCH

YOUNGER and SPRIGHTLIER . . . He sets off down the PATH TOWARD

his HOSTS . . .

BILBO

I think I'm quite ready for another

adventure.

BILBO walks down toward the BOAT and BOARDS with ELROND . . .

ANGLE ON: FRODO looks up . . . GALADRIEL is watching him. She

SMILES, TURNS and BOARDS the BOAT . . .

GANDALF kneels before SAM, MERRY and PIPPIN - who are all

looking TEARFUL.

GANDALF

Farewell, my brave Hobbits. My work is now

finished. Here at last, on the shores of

the sea, comes the end of our Fellowship.

There is GREAT SADNESS . . . MERRY SNIFFLES LOUDLY.

GANDALF (cont'd)

I will not say: "do not weep", for not all

tears are an evil.

CLOSE ON: GANDALF turns and walks away . . . FRODO is DOWNCAST

... SUDDENLY, GANDALF turns and looks toward him.

GANDALF (cont'd)

It is time, Frodo.

ANGLE ON: GANDALF looks at FRODO then turns and slowly walks

towards the GANGPLANK to board the SHIP.

SAM

(alarmed)

What does he mean?

CLOSE ON: FRODO turns to SAM. . . .

FRODO

(gently)

We set out to save the Shire, and it has

been saved ... but not for me . . .

SAM

(shaken)

You don't mean that - you can't leave.

ANGLE ON: SAM looks down . . . FRODO is holding BILBO'S RED

JOURNAL out towards him.

FRODO

The last pages are for you, Sam.

SAM is SOBBING . . . MERRY and PIPPIN are DISTRAUGHT . .. .

FRODO hugs MERRY and PIPPIN, and last of all SAM . . . and

climbs on board the SHIP.

ANGLE ON: FRODO a look of WONDERMENT crosses his face . . . as

he STEPS FORWARD and ACCEPTS GANDALF'S HAND . . . finally

released from his pain, care falls from his face . . . he is

the young FRODO we first met so long ago.

SAM, MERRY and PIPPIN comfort each other as the WHITE SHIP

glides away from the DOCK ...

WIDE ON: The WHITE BOAT sails away towards the HEADLANDS,

disappearing into the GOLDEN LIGHT of the SETTING SUN.

ANGLE ON: SAM in growing darkness, still follows the

departing SHIP with his eyes, MERRY and PIPPIN are already

preparing to leave.

CUT TO:

EXT. NO.3 BAGSHOT ROW - MORNING

ANGLE ON: SAM walks up the path towards his house . . .

A LITTLE GIRL toddles up to greet him.

SAM

Elanor!

He hugs his daughter . . .

FRODO V/0

My dear Sam. You cannot always be torn in

two. You have to be one and whole for many

years. You have so much enjoy and to be and

to do. Because Sam, your part in the

journey goes on.

ANGLE ON: ROSIE COTTON steps up and kisses SAM on the cheek

. . . she gives him a TINY BABY BOY to cradle.

SAM

Hello, little Frodo!

ANGLE ON: SAM with his FAMILY . . . he draws a deep breath:

SAM (cont'd)

Well ... I'm back.

SAM looks at his LOVELY FAMILY with GREAT HAPPINESS, tinged

with a little SADNESS . . .

SAM and ROSIE take the CHILDREN'S HANDS and enter BAGSHOT . . .

the BRIGHT YELLOW DOORWAY closes behind them.

FADE TO BLACK.

THE END.

Screenplay by: Fran Walsh, Philippa Boyens, Peter Jackson