"In writing fiction, the more fantastic the tale, the plainer the prose should be. Don't ask your readers to admire your words when you want them to believe your story." - Ben Bova [ more quotes ]

"THE LORD OF THE RINGS: THE RETURN OF THE KING"

Screenplay By

Fran Walsh, Philippa Boyens and Peter Jackson

Based on the Book by

J.R.R. Tolkien

Final Revision - October, 2003



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
(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
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.O.)
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
I've gone and had too much!

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

SAM
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. 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 looks at 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
Welcome, my Lords, to Isengard.

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
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
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 TO:

INT. EDORAS, GOLDEN HALL - EVENING

WIDE: A ROARING FIRE; a LAMB ROASTING on SPIT; 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
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
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 will have time.

GANDALF turns quickly to ARAGORN.

ARAGORN
Every day Frodo 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
No!

GOLLUM
(hissed whisper)
Shhh! Quiet!

SMEAGOL'S features suddenly transform into the MALEVOLENT
face of GOLLUM!

GOLLUM
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
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
"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 and
WHIMPERING.

SAM
(fuming)
I heard it from his own mouth he
means to murder us!

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
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
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
Pippin? Pippin? Pippin! What are you
doing?

With quick stealth, PIPPIN lifts the WRAPPED PALANTIR from
GANDALF'S grasp...

MERRY
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
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
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
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
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
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
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
(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
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
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 surprised PIPPIN.

GANDALF
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'll see each other soon?

A WORRIED MERRY exchanges glances with GANDALF.

PIPPIN
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.O.)
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.O.)
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
(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
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
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
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.O.)
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
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
daughter, 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 beneath
THE GLEAMING TOWER.

GANDALF
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
(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
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
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
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
(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.
(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
Just a fool's hope.

GANDALF and PIPPIN share a quiet moment as they stare out
towards the FIERY SKY over MORDOR...

GANDALF (V.O.)
(grim)
Our enemy is almost ready, his full
strength gathered. Not only Orcs,
but men as well.

INSERT IMAGE: GIANT MUMAKIL carrying ARMIES upon their backs

GANDALF (V.O.)
Legions of Haradrim from the
South......

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

GANDALF (V.O.)
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.O.)
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
(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.O.)
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
He stabbed Frodo on Weathertop.

INSERT IMAGE: FRODO screaming as the MORGUL BLADE is driven
into his SHOULDER...

PIPPIN blanches at the MEMORY...

GANDALF
He is the Lord of the Nazgul -- the
greatest of the nine...

EXT. MINAS MORGUL - NIGHT

GANDALF (V.O.)
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
(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
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
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
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
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.O.)
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
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 staring at 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
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
(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.O.)
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
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 Orc 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
They broke through our defences.
They have taken the bridge and the
West Bank. Battalions of Orcs 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
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
(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
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
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
(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
...fealty with love...

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

DENETHOR
...valour with honour...

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

DENETHOR
...disloyalty with vengeance.

DENETHOR addresses his meal...

DENETHOR
(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
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
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
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
(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
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.O.)
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 (O.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 Orcs 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.O.)
Look to the Black Ships...

In ARAGORN'S dream ARWEN suddenly WAKES...

ARWEN (V.O.)
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
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
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
A fleet of Corsair ships sails from
the South.

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

ELROND
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
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
...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
Put aside the Ranger -- become who
you were born to be -- take the
Dimhplt Road.

A HEAVY SILENCE hangs in the room.

ELROND
(ELVISH: with subtitles)
Onen i-estel Edain.


ARAGORN
(ELVISH: with subtitles)
U-chebin estel anim.


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
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
You shall live to see these days
renewed.

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

THEODEN
(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
(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
his 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
(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
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
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
(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
Fight for us and regain your honour!

GHOSTLY FACES stare hollow-eyed at ARAGORN...

ARAGORN
(yelling)
What say you?

SILENCE.

ARAGORN
What say you?

GIMLI
Aghh! Your wasting your time, Aragorn.
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
(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
Theoden's betrayed me!

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

CONFUSION and PANIC spreads amongst the SOLDIERS.

DENETHOR
(panicked scream)
Abandon your posts!

CLOSE ON: PIPPIN, SHOCKED.

DENETHOR
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 100!! 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
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
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
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 Orc 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.)
(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
(panicked)
Smeagol!

CLOSE ON: FRODO realises with HORROR that GOLLUM has deserted
him!

FRODO
(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 from a distant
memory...

GALADRIEL (V.O.)
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... He 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
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
...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.O.)
This task was appointed to you, Frodo
of the Shire. If you do not find a
way... no one 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
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
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
(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-To-HAND
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
You will not touch him again!

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

SAM
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
(worried)
Mr. Frodo!

CLOSE ON: SAM RIPS COBWEBS away from FRODO'S HEAD... his
FACE is DEATHLY PALE.

SAM
(panicking)
Oh no! Frodo!

CLOSE ON: FRODO'S PALE, LIFELESS FACE.

SAM
Mr. Frodo! Wake up!

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

SAM
(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
(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
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
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.

On the 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
(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
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
(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
(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
Reform the line... Reform the line!

ANGLE ON: ROHIRRIM HORSES MOVING BACK INTO LINE.

THEODEN
(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
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
(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
ORC 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
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
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
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
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
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...

SAM
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
Give me the Ring, Sam.

SAM seems strangely reluctant... ON THE SOUNDTRACK to HUM of
the RING builds

FRODO
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
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 UNGOL - 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 MILES 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
(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 Orcs 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
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 GONDOR... 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 Orcs! 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
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
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
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 ash-
laden 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
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
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
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
No!

ANGLE ON: FRODO looks at SAM imploringly...

SAM
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
(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
GONDOR in FULL FLOWER... the RANKS of ELVES part revealing:

ARWEN, eyes shining... MORTAL now, but deeply in love...
carrying the STANDARD of GONDOR... 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
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.O.)
And thus it was a Fourth Age of Middle-
earth 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.O.)
...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'S 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.O.)
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
(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.O.)
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 never
seen 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... SUN 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.


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
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
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.O.)
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
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

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