The Lord of the Rings: The Return of the King》


(Scene opens on a sunny day with Déagol and Sméagol fishing in a boat.)

Déagol: Sméagol! I've got one; I've got a fish, Sme-Sméagol!

Sméagol: Go on, go on, go on, pull it in!

(Déagol falls in the water, and is dragged by the fish, still holding onto his fishing rod. He sees the One Ring, and grabs it from the sand. He climbs onto shore, gasping for breath, and strokes the Ring in his palm with his finger. Sméagol comes over and looks at it covetously.)

Sméagol: Give us that Déagol, my love.

Déagol: Why?

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

(A fight begins and escalates, ending with Sméagol murdering Déagol.)

Ring: (quietly, whispering) ...batul. Ash nazg gimbatul...

Sméagol: My Precious.

(He puts the Ring on. He is seen deteriorating into Gollum. The scene shifts to Gollum crawling through a cave, wincing and bawling as if in agony.)

Sméagol: (v.o) They cursed us. "Murderer" they called us. They cursed us and drove us away.

Gollum: Gollum, Gollum, Gollum.

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

(We see a fish, which Sméagol proceeds to catch and eat, while his fish song is heard in the background. We then see a yet more Gollum-ish Sméagol crawling into a cave.)

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

(We see Sam asleep and Frodo sitting uneasily in a small cave. Frodo fingers the Ring, but quickly puts it back inside his tunic when he hears movement. Gollum pokes his head in from the top.)

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

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

(Frodo shakes his head.)

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

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

Gollum: Come on! Must go, no time!

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

Gollum: No time to lose, silly!

(Sam hands Frodo some lembas.)

Sam: Here.

Frodo: What about you?

Sam: Ahhh no, I'm not hungry. Least ways not for lembas bread.

Frodo: Sam…

Sam: All right. 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, Mister Frodo. I've rationed it. There should be enough.

Frodo: For what?

Sam: The journey home.

(Frodo looks at Sam in surprise.)

Gollum: Come, Hobbitses. Very close now, very close, to Mordor. No safe places here. Hurry!

(Aragorn, Gandalf, Gimli, Legolas, etc. ride towards Isengard, and come upon Merry and Pippin sitting on a broken wall.)

Pippin: I feel like I'm back at the Green Dragon after a hard day's work.

Merry: Only, you've never done a hard day's work.

(Both laugh. A small crew of Helm's Deep survivors arrive. Pippin chortles like a loon.)

Merry: Welcome, my Lords, to Isengard!

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

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

Gimli: Salted pork?

Gandalf: (shakes head in disgust) Hobbits.

Merry: We're under orders, from Treebeard, who's taken over management of Isengard.

(The scene shifts to the group riding near Orthanc, while Treebeard greets them.)

Treebeard: Young master Gandalf. I'm glad you've come. Wood and water, stock and stone, I can master. But there is a Wizard to manage here. Look to his tower.

Gandalf: And there Saruman must remain. Under your guard, Treebeard.

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

Gandalf: No. He has no power anymore.

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

(Pippin sees an orange glow in the water. He wades into the water and picks it up, eyeing it curiously.)

Aragorn: Pippin!

Treebeard: Bless my bark!

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

(Pippin hands the palantír to Gandalf, who quickly wraps it in his robe. The riders are next seen traveling towards Edoras, and Éowyn stands in front of the Golden Hall. A large crowd is then seen in the Hall.)

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

Crowd: Hail!

(Éowyn approaches Aragorn with a cup.)

Éowyn: Westu Aragorn hál.

(She gives it to Aragorn, who drinks some. He walks off with a nod.)

Théoden: I am happy for you. He is an honorable Man.

Éowyn: You are both honorable Men.

Théoden: It was not Théoden of Rohan who led our people to victory. (Éowyn looks at him, not understanding.) Ah, don't listen to me. You are young, and tonight is for you.

(Merry and Pippin are dancing and singing on a table.)

Merry and Pippin:

Oh you can search far and wide,
You can drink the whole town dry,
But you'll never find a beer so brown,
As the one we drink in our hometown.
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!

(Gandalf laughs and claps, and is joined by Aragorn.)

Aragorn: No news of Frodo?

Gandalf: No word. Nothing.

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

Gandalf: Do we know that?

Aragorn: What does your heart tell you?

Gandalf: That Frodo is alive. Yes. Yes, he's alive.

(The Hobbits are sleeping. Gollum twitches and talks as if having a bad dream.)

Sméagol: Too risky. Too risky. Thieves. They stole it from us. Kill them. Kill them. Kill them both!

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

Sméagol: But they knows. They knows. They suspects us!

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

Sméagol: No. Not. Never. Sméagol hates nasty Hobbitses. Sméagol wants to see them...dead.

Gollum: And we will. Sméagol did it once, he can do it again. (Quick flashback of Déagol struggling while Sméagol strangles him.) It's ours. Ours!

Sméagol: We must get the precious. We must get it back.

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

Sméagol: We lead them to the winding stairs.

Gollum: Yes. The stairs. And then?

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

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

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

Gollum: No. Not very nice at all, my love. She hungers for sweeter meats, Hobbit-meat. (Switch to shot of Sam, who begins to awaken.) And when she throws away the bones, and empty clothes, then we will find it.

Sméagol: And take it for me!

Gollum: For us.

Sméagol: Y-yes, we meant for us. *gollum, gollum*

Gollum: The precious will be ours, once the Hobbitses are dead.

(He picks up a rock, and drops it in the water. The ripples fade to show Sam standing over his shoulder.)

Sam: You miserable little toad!

(Sam tackles Sméagol and then struggles with him as Frodo rushes over.)

Sméagol: Master!

Frodo: No, Sam! Leave him alone!

(Frodo pulls Sam back from Sméagol.)

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

Sméagol: Never! Sméagol wouldn't hurt a fly! (He touches a small cut on his head, then sees blood on his hand) Argh! He's a horrid, fat Hobbit who hates Sméagol and makes up nasty lies!

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

(Sam tries to attack Sméagol, who hides behind a tree.)

Frodo: Sam!

Sam: Don't call me a liar! You're a liar!

Sméagol: Argh!

Frodo: You'll scare him off! We're lost!

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

Frodo: I'm not sending him away!

(Sméagol shudders.)

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

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

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

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

(Frodo holds out his hand and Sméagol takes it. Gollum gives Sam an evil grin. The scene shifts to Edoras, at night. Aragorn walks out of the Golden Hall. He sees Legolas standing nearby and walks over to him. Legolas is staring out into the distance.)

Legolas: The stars are veiled. Something stirs in the East…a sleepless malice.

(Legolas turns to look at Aragorn.)

Legolas: The Eye of the Enemy is moving.

(Pippin is unable to sleep, and gets up, walking toward Gandalf.)

Merry: What you doing?

(Pippin is shocked and turns back. He then turns and looks at Gandalf, who is sleeping with his eyes open. He gets another shock. He waves his hand in front of Gandalf.)

Merry: Pippin?

(Pippin jumps, then exchanges a nearby vase for the wrapped up palantír in Gandalf's arms.)

Merry: Pippin, are you mad?

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

Merry: Put it back!

(Pippin holds the palantír in his hands and smiles, but then he starts to see the Eye of Sauron, and is questioned by him. Pippin's pain is clearly obvious, as he screeches and writhes on the floor.)

Merry: Pippin! No! Pippin...

(Switch to the outside where Legolas and Aragorn are standing.)

Legolas: He is here!

(Pippin is still being tortured/questioned.)

Sauron: I see you...

Merry: Pippin! Help! Gandalf! Someone help him!

(Gandalf wakes up, and Aragorn and Legolas burst into the room. Aragorn takes the palantír away from Pippin and faints momentarily as the palantír rolls away. Legolas holds him. Gandalf grabs a cloak and throws it over the palantír.)

Merry: Pippin!

Gandalf: Fool of a Took!

(Gandalf pushes Merry away and bends over Pippin. Pippin looks frozen and shocked. Gandalf chants something under his breath, while touching Pippin's forehead. Pippin then awakens and starts panting, horrified.)

Gandalf: Look at me.

Pippin: (cringing) Gandalf, forgive me.

Gandalf: Look at me. What did you see? (Pippin turns away, but Gandalf turns Pippin to face him.)

Pippin: A tree. A white tree. In a courtyard of stone. It was dead!

(Gandalf sees an image of the Court of the Fountain burning.)

Pippin: The city was burning.

Gandalf: Minas Tirith. Is that what you saw?

Pippin: I saw...I saw him! I can hear his voice in my head.

Gandalf: What did you tell him? Speak!

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

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

(Pippin looks at Gandalf, confusion in his eyes. The scene switches to the Golden Hall, where they are all standing tensely.)

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

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

Aragorn: I will go.

Gandalf: No.

Aragorn: They must be warned!

Gandalf: They will be! (He speaks quietly to Aragorn alone.) You must come to Minas Tirith by another road. Follow the river, look to the black ships. (To all.) Understand this, things are now in motion that cannot be undone. I ride for Minas Tirith. And I won't be going alone. (His gaze moves in the direction of the two Hobbits.)

(Gandalf walks into the stables followed by Merry and Pippin.)

Gandalf: Of all the inquisitive Hobbits, Peregrin Took, you are the worst! Hurry, hurry!

Pippin: Where are we going?

Merry: (turns to Pippin) Why did you look? Why do you always have to look?

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

Merry: You never can.

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

Merry: Don't you understand? The Enemy thinks you have the Ring. 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 turns and goes to the stables.) Merry?

Merry: Come on.

Pippin: How far is Minas Tirith?

Gandalf: Three days' ride, as the Nazgûl flies, and you better hope we don't have one of those on our tail.

Merry: Here, something for the road.

(Merry hands Pippin a small package.)

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...won't we?

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

Pippin: Merry...?

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

Pippin: Merry!

(Shadowfax gallops off, and Merry runs up to a lookout point to see them off.)

Aragorn: Merry!

(Aragorn follows him up the stairs, and they sadly watch Gandalf and Pippin ride away. The scene shifts to a group of Elves traveling along a path through the trees; Arwen is among them.)

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 Undómiel.

(In a vision, she sees a young boy run past. As he runs into the trees, the surrounding forest changes to become a place made of grey stone. The boy runs to an aged Aragorn who lifts him up, laughing and smiling. The boy looks directly at Arwen; she sees the Evenstar around his neck. The boy is her son, Eldarion. Arwen looks on in sorrow and shuts her eyes as tears roll down her cheeks.)

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

(When she opens her eyes again, the vision leaves her.)

Figwit: Lady Arwen, we cannot delay. (Arwen turns around and rides away.) My Lady!

(Arwen rides into Rivendell. In a pavilion, Elrond sees her running up.)

Arwen: Tell me what you have seen.

Elrond: (stands up to meet her) Arwen.

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

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

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

Elrond: (gloomily) That future is almost gone.

Arwen: But it is not lost.

Elrond: Nothing is certain.

Arwen: (kneels down in front of Elrond and touches her father's face) Some things are certain. If I leave him now, I will regret it forever. It is time.

(Arwen walks into the chamber where the shards of Narsil are kept.)

Arwen: From the ashes a fire shall be woken. A light from the shadows shall spring. Renewed shall be blade that was broken. The crownless again shall be king.

Arwen: Reforge the sword. Ada.

(Elrond doesn't answer and walks away. She sits on a bed as if exhausted and drops the book that was in her hands. Elrond picks it up.)

Elrond: (feels her hands and lowers them down in front of her) Your hands are cold. The life of the Eldar is leaving you.

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

(Elrond is grieved. Scenes interchange between two Elven-smiths reforging Narsil, Elrond, and Isildur cutting the Ring from Sauron's hand. The scene shifts to Gandalf and Pippin riding through the countryside on their way to Minas Tirith.)

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

(They crest a hill, and see Minas Tirith in the distance.)

Gandalf: Minas Tirith. City of Kings.

(They ride through the many levels of the city, as people jump out of the way in front of them.)

Gandalf: Make way!

(They enter the Courtyard of the Citadel, where the White Tree stands.)

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

Gandalf: Yes, the White Tree of Gondor. The Tree of the King. Lord Denethor is not the king. He is a steward, only. A caretaker of the throne.

(Gandalf pauses before entering the hall.)

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

(They enter the hall. We see a man sitting on a black chair at the end of the grand hall.)

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

Denethor: Perhaps you come to explain this. (Holds up Boromir's cloven horn.) Perhaps you come to tell me why my son is dead.

(Gandalf is bewildered. Pippin has a flashback to Boromir being wounded, and then steps forward.)

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

Gandalf: Pippin!

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

Gandalf: Get up! (He whacks Pippin with his staff. He turns to 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 defense of this city! Where are Gondor's armies? You still have friends. You are not alone in this fight. Send word to Théoden of Rohan. Light the beacons.

Denethor: (snarling) 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! I know who rides with Théoden 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: Authority is not given you to deny the return of the king, Steward.

Denethor: (standing) The rule of Gondor is mine, and no other's!

(Denethor sits. Gandalf regards him for a moment, then turns and walks away.)

Gandalf: (to Pippin) Come.

(Pippin is in a room. The armor of the Guards of the Citadel is laid upon his bed. Gandalf is standing by the balcony door, gazing into the distance.)

Pippin: (looking over his armor) So I imagine this is just a ceremonial position. I mean, they don't actually expect me to do any fighting, do they?

Gandalf: You're in the service of the steward now. You're going to have to do as you're told, Peregrin Took, Guard of the Citadel.

(Pippin walks over to the balcony.)

Pippin: It's so quiet.

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

Pippin: I don't want to be in a battle, but waiting on the edge of one I can't escape is even worse. (Gandalf walks over to stand next to him.) Is there any hope, Gandalf, for Frodo and Sam?

Gandalf: There never was much hope...just a fool's hope. Our Enemy is ready, his full strength gathered. Not only Orcs, but Men as well. Legions of Haradrim from the south. Mercenaries from the coast. All will answer Mordor's call. This will be the end of Gondor as we know it. Here the hammer-stroke will fall the hardest. If the river is taken, if the garrison at Osgiliath falls, the last defense of this city will be gone.

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

Gandalf: Sauron has yet to release his deadliest servant. (Switch to shot of the Witch-king preparing for battle.) The one who will lead Mordor's armies in war. The one they say no living Man can kill. The Witch-king of Angmar. You've met him before. He stabbed Frodo on Weathertop. (Flashback of the Weathertop scene in FotR.) He is the lord of the Nazgûl, the greatest of the Nine. Minas Morgul is his lair.

(The scene switches to Frodo, Sam, and Sméagol approaching Minas Morgul.)

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

(He jumps onto the road, and the two Hobbits follow him.)

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

(Frodo stares at the statues guarding the city.)

Gollum: Come away, come away. Look! We have found it…the way into Mordor! The secret stair.

(The two Hobbits stare in shock at the steep stairs climbing the cliff face in front of them.)

Gollum: Climb!

(Frodo turns to look at the statues again, and begins staggering towards the city, as if against his will.)

Sam: No! Mister Frodo!

Gollum: Not that way!

(Gollum and Sam chase after Frodo.)

Gollum: What's it doing?

Sam: No!

Frodo: They're calling me…

(Sam and Gollum pull him back to the hidden staircase. The ground shakes, and then a large pillar of light fills the sky above Minas Morgul. Gandalf and Pippin in Minas Tirith see it, as does Faramir in Osgiliath.)

Sméagol: Hide, hide! (They quickly clamber behind a rock wall at the base of the stairs.)

(The Witch-king on his fellbeast rises above the city, and he shrieks. The Hobbits writhe in pain.)

Frodo: (Clutches his shoulder, and shudders in pain.) I can feel his blade!

(The gates of Minas Morgul open, and Orc troops begin marching out.)

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

(The Witch-king flies over Sam and Frodo's heads.)

Gollum: Come away, Hobbits. We climb, we must climb.

(Frodo, Sam, and Gollum begin climbing the stairs.)

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

(Gandalf is striding swiftly through the city, followed by Pippin.)

Gandalf: Peregrin Took, my lad, there is a task now to be done. Another opportunity for one of the Shire-folk to prove their great worth. You must not fail me.

(Pippin has a look of understanding on his face. He runs off in the direction of the beacon tower. The scene shifts to Osgiliath. The river. Orc-boats approaching slowly and quietly. All light is veiled by the growing darkness, though it is day. One Orc makes too much noise while rowing.)

Gothmog: Quiet!

Faramir: To the river. Quick…

(Faramir and soldiers are run to the shore, grasping spears, hiding behind walls, keeping out of sight of the boats. Some have obviously just been woken up and had no time to put on full gear. Low voices give orders.)

Gothmog: (in the boats) Faster.

(Swords are drawn. Close-up on Faramir, pressed to a wall, gets ready for battle. The first boats reach the shore.)

Gothmog: Draw swords!

(Ramps for disembarking are dropped, and the first Orcs step on the shore. Faramir and his Men let them pass. Faramir takes a deep breath then charges. Fighting begins. Back in Minas Tirith, Pippin climbs to the top of the beacon, and with some effort, dumps some oil on the wood and starts the beacon fire. He quickly realizes it's not particularly clever to stay on a lit pile of wood, and begins climbing back down. The soldiers guarding the beacon realize it is lit. Several more shots show all of the beacons between Gondor and Rohan being lit, one by one.)

Gandalf: (quietly) Amon Dîn...

Guard: The beacon! The beacon of Amon Dîn is lit!

(Denethor peers out a window and sneers.)

Gandalf: Hope is kindled.

(Aragorn is sitting smoking a pipe in Edoras and notices the beacon in the distance is lit. He runs to the Golden Hall and throws open the doors.)

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

(Théoden looks up from a map. Éowyn runs to stand next to Éomer. Everyone watches Théoden's reaction.)

Théoden: (pauses, and then calmly proclaims) And Rohan will answer!

(Éowyn and Éomer look relieved.)

Théoden: Muster the Rohirrim! (A person rings the gong on top of a tower. Théoden strides out of the Golden Hall in his armor.) Assemble the Men at Dunharrow, as many Men as can be found. You have two days. On the third, we ride for Gondor…and war. Gamling!

Gamling: Sir.

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

Gamling: I will.

(Aragorn sees Éowyn leading out her horse.)

Aragorn: You ride with us?

Éowyn: Just to the encampment. It's tradition for the Women of the Court to farewell the Men.

(Aragorn lifts up the saddle blanket of her horse to reveal her sword. Éowyn snatches it back down, hiding the sword again.)

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

(She turns away. Aragorn contemplates her words.)

Théoden: (v.o.) So, it is before the walls of Minas Tirith, the doom of our time will be decided.

Éomer: Now is the hour! Riders of Rohan! Oaths you have taken, now fulfill them all! For lord and land! (The Rohirrim ride out of Edoras, including Merry on a small white pony.)

(The fearsome battle at Osgiliath continues. Men and Orcs are locked in a desperate struggle, but the ferocity and numbers of the Orcs begin to take a toll on the defenders. Men are rushing about in confusion. Faramir, followed closely by Orcs, runs through an arch.)

Madril: Faramir!

(Faramir steps aside as Gondorian archers release a hail of arrows into the pursuing Orc troops.)

Madril: We cannot hold them! The city is lost!

(Faramir surveys the scene in despair.)

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

(Battle continues to rage as the Nazgûl and the fellbeasts circle Osgiliath, darting in to grab Men in their claws.)

Soldier: Nazgûl!

Soldier: Take cover!

Faramir: Fall back! Fall back to Minas Tirith!

(As the soldiers retreat, Madril is gravely wounded and falls to the ground. Faramir and the soldiers reach their horses and begin to flee from the city.)

Faramir: Retreat! Retreat!

(All grows quiet as Orcs gather around the badly wounded Madril, who looks up with fearful eyes. The leader of the Orcs, Gothmog, snatches a spear from a lesser Orc and thrusts it into Madril's chest, killing him.)

Gothmog: The age of Men is over! The time of the Orc has come!

(The Men of Gondor continue their headlong flight from Osgiliath. The Nazgûl dart in and out, causing many deaths among the horses and riders. All looks hopeless for the Men of Gondor, until a white horse gallops from the city gates of Minas Tirith.)

Soldier: It's the White Rider!

(Gandalf and Pippin, mounted upon Shadowfax, ride towards the retreating army. As they near the Men of Gondor, Gandalf raises his staff; and pure, white light issues forth, driving the Nazgûl back. Gandalf falls in at the head of the company and they withdraw into Minas Tirith.)

Faramir: Mithrandir! They broke through our defenses. They've taken the bridge and the west bank. Battalions of Orcs are crossing the river.

Gondorian Soldier: It is as the Lord Denethor predicted! Long has he foreseen this doom!

Gandalf: Foreseen and done nothing!

(Gandalf turns around with Shadowfax, revealing Pippin who is sitting in front of him. As Faramir sees the Hobbit, he stares at him. Pippin notices he is being stared at and lowers his face.)

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

Faramir: No...

(Pippin looks up, the look on his face getting brighter.)

Pippin: You've seen Frodo and Sam?

(Faramir nods at Pippin.)

Gandalf: Where? When?

Faramir: In Ithilien, not two days ago.

(Pippin turns to look at Gandalf, both look happy and relieved.)

Faramir: Gandalf, they've taken the road to the Morgul Vale.

(The smile on Gandalf's face fades and he looks at Faramir, his eyes filling with worry.)

Gandalf: And then the Pass of Cirith Ungol?

(Faramir nods silently.)

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

Gandalf: Faramir, tell me everything.

(Gollum, Sam and Frodo are climbing up the stairs. Frodo is struggling heavily, and nearly falls.)

Gollum: Careful, master! Careful! Very far to fall. Very dangerous on the stairs. Come master!

(Gollum sees the Ring hanging out of Frodo's shirt. It starts to take him over.)

Gollum: Come to Sméagol...

(Gollum extends his hand to the Ring. Sam sees this from lower down.)

Sam: Mr. Frodo! (Draws out his sword.) Get back you! Don't touch him!

(Gollum resists the Ring and places his hand on Frodo's arm, pulling him up.)

Gollum: Why does he hates poor Sméagol? What has Sméagol ever done to him?

(Sam sheathes his sword.)

Gollum: Master? Master carries heavy burden, Sméagol knows. Heavy, heavy burden. The fat one cannot know. Sméagol will look after master. He wants it. He needs it! Sméagol sees it in his eyes. Very soon, he will ask you for it. You will see. The fat one will take it from you.

(Frodo clutches the Ring protectively and looks at Sam with cold eyes. The scene shifts, and the Witch-king is surveying Osgiliath laid out before him.)

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

Gothmog: What of the Wizard?

Witch-king: I will break him.

(Back at Minas Tirith, Gandalf looks out from the city wall.)

Gondorian Soldier: What of Théoden's Riders? Will Rohan come? Mithrandir?

Gandalf: Courage is the best defense you have now.

(Pippin is kneeling before Denethor's throne, swearing his service. Faramir stands and watches.)

Pippin: Here do I swear fealty and service to Gondor, in peace or war, in living or dying, from...from this hour henceforth, until my lord release me, or death take me.

Denethor: (stands up with an amused smile on his face) And I shall not forget it, nor fail to reward that which is given. (Denethor extends his hand, on which there is a ring; Pippin kisses it reluctantly.) Fealty with love, valor with honor, (looking at Faramir) disloyalty with vengeance.

(Denethor then goes and sits at a table on which there is a platter of fruit and meats. Pippin stands.)

Denethor: (to Faramir) I do not think we should so lightly abandon the outer defenses. Defenses that your brother long held intact.

Faramir: What would you have me do?

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

Faramir: My Lord, Osgiliath is overrun.

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

(Pippin looks at Denethor, then turns to look at Faramir, confused. Faramir watches his father with a saddened expression.)

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

(Denethor is silent before answering, the expression on his face serious.)

Denethor: (as if to himself) Yes, I wish that.

(Denethor brings a goblet to his lips and drinks. Faramir looks at his father, tears forming in his eyes.)

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

(Faramir bows to his father and turns to leave. Pippin watches as Faramir limps away. Denethor merely sits with the wine goblet in his hands and is silent. Faramir stops and turns to look at Denethor.)

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

Denethor: (coldly and doesn't look up) That will depend on the manner of your return.

(A close shot of Gollum apparently asleep. Cut back and forth between Sam trying not to fall asleep and Gollum's closed eyes. Sam finally falls asleep, and as he does, Gollum instantly opens his eyes. Gollum takes the lembas bread out of Sam's bag, and looks at it, disgusted. He breaks off a piece of it, and sprinkles the crumbs on Sam's cloak. Then he throws the rest of the bread down the stairs. Sam wakes up again and sees Gollum also awake.)

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

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

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

Gollum: (sneering) Sneaking.

Sam: Fine, have it your own way. (Wakes Frodo.) I'm sorry to wake you, Mister Frodo. We have to be moving on.

Frodo: It's dark still.

Sam: It's always dark here.

(Sam searches in his bag and realizes that the lembas bread has gone missing.)

Sam: It's gone! The Elven-bread!

Frodo: What? That's all we have left!

(Gollum puts on a childishly innocent face and pretends to be thinking about where the bread might have gone.)

Sam: (pointing at Gollum) He took it! He must have!

Gollum: Sméagol? No, no, not poor Sméagol. Sméagol hates nasty Elf-bread!

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

Frodo: (suspiciously) He doesn't eat it. He can't have taken it.

(Gollum suddenly spies the crumbs he left on Sam's cloak.)

Gollum: Look! What's this? Crumbs on his jacketses! (Gollum brushes them off.) He took it! He took it! I've seen him, he's always stuffing his face when master's not looking!

Sam: That's a filthy LIE!

(Sam punches and hits Gollum, and ends up trying to strangle him on the ground.)

Sam: You stinking two-faced sneak!

Frodo: Sam! Stop it! Sam! (He grabs Sam and pulls him back.)

Sam: I'll kill him!

Frodo: Sam, no!

(The effort to stop Sam is too much for Frodo, and he sits down heavily.)

Sam: Oh no, I'm sorry! I didn't mean it to go so far. I was just so...just so angry. Here ... just…let's just rest a bit.

Frodo: 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! (Frodo starts to look wary of him.) I could help a bit. I could carry it for a while. (His words echo.) Share the load.

Frodo: Get away! (Pushes Sam away.)

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

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

Sam: (close to tears) Shut up, you! Go away, get out of here!

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

Sam: But he's a liar. He's poisoned you against me.

Frodo: You can't help me anymore.

Sam: (Shaking his head while tears run down his face.) You don't mean that.

Frodo: (plainly and coldly) Go home.

(Sam falls to the ground sobbing while Gollum and Frodo continue on without him. The scene shifts to Minas Tirith. Faramir rides through the streets of the city with a small group of soldiers, on their way to attempt to retake Osgiliath. The people of the city watch them as they go by, sad looks of despair mirrored on all of their faces. The women throw flowers at the horses' feet, and hand small bouquets to the soldiers.)

Gandalf: Faramir! Faramir! (Gandalf pushes his way through the crowd, and begins walking beside Faramir.)

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

Faramir: Where does my allegiance lie, if not here?

(Gandalf watches as Faramir rides away.)

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

(The soldiers form ranks, and ride toward Osgiliath. The people of Minas Tirith line the walls to watch them go. Orcs in the ruined city raise their heads from behind broken boulders, and watch the oncoming riders. Back in the Great Hall, Denethor continues to eat.)

Denethor: Can you sing, Master Hobbit?

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

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

(Pippin seems in thought, as if finding the words, and then sings:)

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 ...

(While Pippin is singing, the scene flashes back and forth between Pippin singing, Denethor eating, and Faramir riding to suicide in Osgiliath. Pippin is close to tears. He bravely holds it in, but when he finishes singing he begins to cry. Cut to Gandalf sitting silently on a rock in a courtyard. We hear one bell ringing. The scene abruptly shifts to Trolls pushing huge combat towers across the river at Osgiliath. We can hear drums being played to mark the rhythm.Cut to Dunharrow, where the Rohan soldiers are encamped. Théoden and his entourage ride through.)

Théoden: Grimbold, how many?

Grimbold: I bring five hundred Men from the Westfold, My Lord.

Soldier: We have three hundred more from (indistinguishable), Théoden King.

Théoden: Where are the riders from Snowbourn?

Soldier: None have come, My Lord.

(Théoden and Aragorn look down on the troops from above.)

Théoden: Six thousand spears, less than half of what I'd hoped for.

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

Théoden: More will come.

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

(Théoden nods. Nearby, a horse begins rearing and neighing.)

Legolas: The horses are restless and the Men are quiet.

Éomer: They grow nervous in the shadow of the mountain.

Gimli: That road there, where does that lead?

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

Éomer: None who venture there ever return.

(Aragorn watches the Dimholt road from behind a rock and sees something like green smoke forming into faces. His face is worried.)

Gimli: Aragorn!

(Aragorn jerks around.)

Gimli: Let's find some food.

(Éowyn and Merry are inside a tent. She dresses him in the armor of the Rohirrim.)

Éowyn: There, a true Esquire of Rohan.

Merry: I'm ready!

(Merry draws his blade and almost cuts Éowyn. She laughs.)

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

Éowyn: (Grabs the blade.) Well, that's no good, you won't kill many Orcs with a blunt blade. Come on.

(Merry runs out of the tent, wielding the sword, and Éowyn follows. Éomer and Gamling are sitting in front of a small campfire.)

Éowyn: (to Merry) To the smithy. Go!

Éomer: You should not encourage him.

Éowyn: You should not doubt him.

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

(Gamling snickers.)

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

(Looking down from Dunharrow we see a mysterious figure, cloaked all in black, riding a horse up the winding path. He rides past the stone Púkel-men that squat by the road. Aragorn sleeps restlessly. He dreams of Arwen lying listless in her bed in Rivendell. Her eyes open and there is a quick shot of the Paths of the Dead.)

Arwen: I choose a mortal life.

(A single tear falls from her eye.)

Arwen: I wish I could've seen him...one last time.

(Arwen closes her eyes. The Evenstar drops and breaks into a thousand pieces. Aragorn snaps awake and draws his elven knife. A Rohirrim guard stands at the entrance to his tent.)

Guard: Sir? King Théoden awaits you, My Lord.

(Aragorn enters Théoden's tent. Théoden stands in front of a hooded figure.)

Théoden: I take my leave. (He leaves.)

(Aragorn slowly approaches, and the figure stands up and removes the hood, revealing Elrond.)

Aragorn: (Bows, surprised.) My Lord Elrond.

Elrond: I come on behalf of one whom I love. Arwen is dying. She will not long survive the evil that now spreads from Mordor. The light of the Evenstar is failing. As Sauron's power grows, her strength wanes. Arwen's life is now tied to the fate of the Ring. The Shadow is upon us, Aragorn. The end 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. A fleet of Corsair ships sails from the south. They'll be in the city in two days. You're outnumbered. You need more Men.

Aragorn: There are none.

Elrond: There are those who dwell in the mountain.

(Aragorn ponders this and sees a vision of the King of the Dead.)

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

Elrond: They will answer to the King of Gondor!

(Elrond sweeps aside his cloak and pulls out the reforged sword. He presents it to Aragorn.)

Elrond: Andúril, Flame of the West, forged from the Shards of Narsil.

Aragorn: Sauron will not have forgotten the Sword of Elendil. (He looks at the sword before him, and quickly draws Andúril from the sheath. The camera follows the blade to the tip as Aragorn stares at it.) 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. Put aside the Ranger. Become who you were born to be. Take the Dimholt road.

Elrond: Ónen i-Estel Edain. (I give hope to Men)

Aragorn: Ú-chebin estel anim. (I keep none for myself.)

(Aragorn is preparing to leave. Éowyn comes and confronts him.)

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

Aragorn: Éowyn.

Éowyn: We need you here.

Aragorn: (sadly) Why have you come?

Éowyn: Do you not know?

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

(Éowyn backs away in disbelief and shock. Aragorn gazes at her for a moment before he leads Brego away, and Éowyn stands there in tears, overwhelmed and heartbroken.)

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

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

(Legolas walks up leading his horse.)

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

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

(Switch to Théoden and other Rohirrim soldiers.)

Soldier(s): What's happening? Where is he going? I don't understand. Lord Aragorn! Why does he leave on the eve of battle?

Gamling: He leaves because there is no hope.

Théoden: He leaves because he must.

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

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

(Éowyn stands alone with her arms crossed, looking into the distance, her face perfectly still in deep thought. The sun rises. Théoden approaches.)

Théoden: 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.

Éowyn: (blankly) What other duty would you have me do, My Lord?

Théoden: (Turns to Éowyn and takes her hands.) Duty? No...I would have you smile again. (Éowyn forces a tiny smile onto her face.) Not grieve for those whose time has come. (He cups Éowyn's head in his hands and brings her forehead to his.)You shall live to see these days renewed. No more despair.

(Aragorn, Legolas and Gimli ride on the road to the Dimholt. Sharp grey rocks surround them on a narrow path.)

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

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

(At the end of the path, a small opening is crafted into a rock. Primitive paintings are above it.)

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

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

(They dismount, still holding the horses by the reins. Aragorn has Andúril in his hand. The sheath is attached to Brego's saddle. The horses are nervous. They slowly approach the opening. The horses go crazy as a blast of air comes out of the tunnel. Aragorn and Legolas lose hold of the reins, and the horses gallop off.)

Aragorn: Brego!

(Aragorn turns and looks back at the tunnel into the mountain.)

Aragorn: I do not fear death!

(He walks quickly and firmly into the darkness behind the opening. Legolas hesitates another second, then follows him determinedly.)

Gimli: Well, this is a thing unheard of. An Elf will go underground where a Dwarf dare not! Ah, I'd never hear the end of it!

(He stamps his feet a few times, finally finds his courage and follows his companions. The scene shifts back to the Rohirrim. Haste in the Dunharrow camp. Fires are put out quickly, Men jump on horses. Théoden leaves his tent with Éomer.)

Théoden: 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.

(Merry stands with his white pony. Théoden passes him on horse.)

Théoden: 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!

Théoden: It's a three-day gallop to Minas Tirith, and none of my Riders can bear you as a burden.

Merry: I want to fight!

Théoden: I will say no more.

(Théoden rides off. Merry is left standing, lost and ashamed, watching the Riders pass him by. As one Rider approaches him, he reaches out with his arm, grabs the Hobbit and pulls him on his horse.)

Éowyn: Ride with me.

(She puts an arm around him. Merry smiles happily and proudly.)

Merry: My Lady!

Éomer: form up! Move out!

Théoden: Ride! Ride now to Gondor!

(In Gondor, the Orc troops are rapidly approaching the city of Minas Tirith, with siege towers in tow. Elsewhere, Aragorn, Legolas and Gimli rush through the mountain. Aragorn has a metal torch. They reach a huge hall. A figure appears -- the King of the Dead.)

King of the Dead: Who enters my domain?

Aragorn: One who will have your allegiance.

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

Aragorn: You will suffer me.

(The King of the Dead laughs. The Dead appear and surround Legolas, Aragorn, and Gimli.)

King of the Dead: The way is shut. It was made by those who are dead and The Dead keep it. The way is shut. Now you must die.

(Legolas releases an arrow. It goes through the one aimed at as if through thin air.)

Aragorn: I summon you to fulfill your oath.

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

(Aragorn lifts Andúril. The King of the Dead attacks him with a sword. Aragorn parries and then grabs the King by his throat.)

King of the Dead: That line was broken! [Ed. note: this line is difficult to hear. I personally believe the King is saying "line" (as in Isildur's line). The word that also makes sense is "blade", but it doesn't really sound like that when you listen closely. We'll have to wait till the close-captioned version of the movie comes out on DVD to know for sure.]

Aragorn: It has been remade. (He releases the King, and addresses The Dead surrounding him.) Fight for us, and regain your honor. (He walks through the crowd of ghosts.) What say you?

(The Dead shuffle about and look uncertain.)

Aragorn: What say you?

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

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

(The Dead watch Aragorn, unable to decide.)

Aragorn: (commanding) What say you?!

(Back at Minas Tirith, with Orcs and siege towers getting even closer.)

Soldier: Open the gate, quick!

(The gate is opened and an unconscious Faramir is dragged in by a horse, his body struck with arrows. The Orc-leader, Gothmog, rides among his troops on a Warg and looks pleased. Faramir is carried up to the top of Minas Tirith.)

Soldier: Quick, hurry!

(Denethor runs into the courtyard.)

Denethor: Faramir!

(The soldiers lay Faramir down beside the White Tree.)

Denethor: Say not that he has fallen!

Soldier: They were outnumbered. None survived.

(Pippin watches from afar.)

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

Orc: Catapults!

(The catapults fire. On the walls of Minas Tirith, Men duck from what is flying in amongst them - the heads of Faramir's soldiers. Meanwhile, Denethor leans over Faramir's body.)

Denethor: My sons are spent...

(Denethor stumbles away from the litter that bore Faramir, torn with grief. Pippin runs to Faramir's side.)

Denethor: My line has ended!

(Pippin touches Faramir's brow.)

Pippin: He's alive!

Denethor: The House of Stewards has failed!

Pippin: He needs medicine, My Lord!

(Denethor ignores Pippin and continues to stumble towards the walls.)

Denethor: My line has ended!

Pippin: (calls) My Lord.

(Denethor reaches the walls. His eyes grow wide as he looks upon the massive army that stands at his gates. His mind breaks and he goes insane.)

Denethor: Rohan has deserted us. (Cut to battlefield, and destruction of parts of the city.) Théoden's betrayed me. (Calls to soldiers) Abandon your posts! Flee! Flee for your lives!

(The Gondorian soldiers look about uncertainly and in fear. Gandalf whacks Denethor in the forehead with his staff, then in the stomach, and the steward falls down in shock.)

Gandalf: Prepare for battle!

(Gandalf rides towards the outer defenses.)

Gandalf: Come on, Men. To the wall! Defend the wall…

(Soldiers and civilians rush about in fear and confusion.)

Gandalf: Return to your posts!

(He reaches the outer wall, and sees the oncoming army.)

Gandalf: Send these foul beasts into the abyss.

(The Gondorian soldiers begin hurling large rocks and pieces of buildings towards the Orcs with trebuchets.)

Gothmog: Stay where you are.

Soldier: Watch out! (A rock flies towards the outer wall, flinging several people off of the wall.)

Soldier: Down to the lower level. Quick!

(One flung rock comes perilously close to killing Gothmog, who neatly steps aside at the last minute, and spits on it. The Nazgûl on their fellbeasts then arrive, and strike terror in the hearts of the Gondorian soldiers, by picking up random Men and dropping them. Pippin appears, holding his ears with his hands, to block out the sound of the Nazgûl cries.)

Gandalf: Hold them back. Do not give into fear! Stay at your posts!

(The siege towers are nearly at the wall.)

Gandalf: (to the archers) Not at the towers. Aim for the Trolls! Kill the Trolls!

(The siege towers connect with the walls, and Orcs begin swarming in. Gandalf sees Pippin coming down the stairs towards him.)

Gandalf: Peregrin Took, go back to the Citadel!

Pippin: (dazed) They called us out to fight.

(An Orc heads towards Pippin, and Gandalf heads it off, killing it.)

Gandalf: This is no place for a Hobbit!

(The Wizard fights off several more Orcs, but one comes up behind him while he is busy fighting another Orc. Pippin stabs the Orc just as it is going to hit Gandalf.)

Gandalf: (smiling) Guard of the Citadel indeed. Now, back! Up the hill! Quickly! Quick!

(Huge creatures pull the massive battering ram, Grond, towards Minas Tirith. It is shaped like a giant wolf, with flames licking inside its mouth.)

Armies of Sauron: (chanting) Grond! Grond! Grond!

(Gandalf looks down from the wall with great concern. The scene shifts to Frodo and Gollum climbing the stairs leading to Cirith Ungol.)

Gollum: In there. (Motions towards the tunnel opening.)

Frodo: (looking rather ill) What is this place?

Gollum: Master must go inside the tunnel.

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

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

Frodo: (in despair) I can't go back. (He enters the tunnel.) What's that smell?

Gollum: Orcses filth. Orcses come in here sometimes. (They continue along, and Gollum leaves Frodo's side, running ahead.) Hurry! This way!

Frodo: Sméagol? (Breathing hard, scared.)

Gollum: Over here!

(Frodo falls against a wall, and touches some webbing.)

Frodo: It's sticky! What is it?

Gollum: (Sounding pleased.) You will see! Oh, yes! You will see.

Frodo: Sméagol? Sméagol! Sméagol! (He realizes that Gollum has led him into a trap. He looks scared, and ready to cry.) Sam… (Frodo steps on a skeleton, and takes a good look around at the webs and dead animals. He hears a noise, and panics, beginning to run.)

(Sam is upset and sobbing while he makes his way clumsily down the stairs. He slips and falls, landing right beside the lembas bread. When he sees the bread, he crushes it in his hand angrily, then looks back up the stairs. Frodo is still running, and falls into a small pit filled with cobwebs, and bones.)

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

(Frodo pulls Galadriel's phial out of his pocket.)

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

Frodo: Aiya Eärendil Elenion Ancalima! (Hail Eärendil brightest of the Stars!)

(The light shows Shelob, a giant spider, standing beside Frodo. Frodo tries to crawl away, and keep her back with the light from the phial. She attacks. He slashes at her leg with Sting, and then runs. He turns to look back behind him, and runs into a bunch of very sticky webs, and is stuck.)

Gollum: Naughty little fly, why does it cry? Caught in her web, soon you'll be...eaten.

(Frodo looks angry and slashes the spider web with Sting with much difficulty, while Shelob gets closer. Gollum realizes that Frodo is getting free, and quickly flees. Finally, the terrified Hobbit gets through the web, but Sting is caught in the web and he leaves it, with Shelob following right behind him. Frodo breaks out to the outside world, but Gollum is waiting for him.)

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

(Gollum and Frodo fight, with much rolling around. Frodo takes control, and begins choking Gollum.)

Gollum: It wasn't us! It wasn't us! Sméagol wouldn't hurt master. We promised. You must believe us. It was the Precious! The Precious made us do it!

(Frodo backs away uncertainly, while Gollum cries and coughs.)

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

(Frodo turns away, and an intense look of anger and hatred comes over Gollum's face. He jumps on Frodo again, who rolls him off and throws him down a deep hole in the ground. Gollum screams as he falls. Frodo staggers on, anguish filling his face.)

Frodo: I'm so sorry, Sam. So sorry.

(He collapses, and suddenly finds himself in a green, beautiful wood, presumably Lothlórien. Galadriel stands in front of him.)

(He collapses, and suddenly finds himself in a green, beautiful wood, presumably Lothlórien. Galadriel stands in front of him.)

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

(Galadriel reaches out her hand to him, and Frodo meets hers with his. As he rises, the scene changes back to Shelob's lair. He continues on with a look of determination on his face. The scene shifts to the Orcs still attacking Minas Tirith. Grond is being pulled back by several Trolls, and released. It hits the gate with a heavy thud.)

Gandalf: Back to the gate! Hurry!

(Pippin wanders up to the courtyard. He sees Denethor carrying a lit torch. Behind him follow guards who carry a litter, upon which lies the unconscious Faramir. Denethor pushes open the doors to the House of the Stewards on Rath Dínen and enters.)

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

(The Orcs are still attempting to batter the front gate down.)

Gandalf: Steady, steady!

(Grond's nose breaks through, and the Gondorian soldiers look more than a bit scared.)

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

(The doors burst wide open, and several Trolls in battle armor come rushing in.)

Gandalf: Volley! Fire!

(Archers shoot the Trolls. Fighting ensues. Back at Cirith Ungol, Frodo appears to be coming out of the pass. He sees the Great Eye atop its tower in the distance. While looking at it, he doesn't notice Shelob creeping up from above him. He hears a noise and spins around. When he turns back around, Shelob's stinger stabs him in the chest, and he collapses after the poison works its way through his system. She picks him up with her spinnerets, and begins cocooning him. Sting and the Phial of Galadriel suddenly appear, held by the stalwart Sam.)

Sam: Let him go, you filth!

(Shelob looks at Sam and shrieks.)

Sam: Let him go!

(Shelob drops Frodo and moves towards Sam.)

Sam: You will not touch him again!

(Shelob moves closer.)

Sam: Come on and finish it!

(Shelob attacks Sam, and he slashes her leg. She knocks the Light of Eärendil from his hand and kicks it away. Shelob pushes Sam up against the rock wall and tries to bite him. Sam fights back, kicking Shelob in the head. They both fall to the ground, and Sam picks up Sting again. Sam stabs Shelob in the eye with the sword and does some damage. He tries again, but Shelob grabs Sting in her jaws and throws it behind Sam. Shelob tries to sting Sam, but misses as Sam rolls several times. Finally, Sam reaches Sting and drives it up, just as Shelob stings down. The blade is rammed deep into the spider's abdomen and she falls backwards, staggering and crying out.)

Sam: Back!

(He pushes her back with the light from the phial and with Sting. Shelob retreats into her tunnel. Sam turns his attention to the cocoon of Frodo.)

Sam: Mister Frodo!

(Sam tears the web from Frodo's face. His eyes are staring off into the distance, and he is deathly pale.)

Sam: Oh no! Frodo!

(Sam tries to wake Frodo.)

Sam: Mister Frodo!

(Sam takes Frodo into his arms, and begins to cry.)

Sam: Wake up! Don't leave me here alone! Don't go where I can't follow! Wake up!

(Sam's face is filled with sorrow as he realizes Frodo won't wake.)

Sam: Not asleep...dead!

(Sam holds Frodo close, and sobs. Sting glows blue, signaling that Orcs are nearby. Sam takes up Sting and hides behind a rock. The Orcs come down the stairs and spot Frodo.)

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

Orc: Killed another one, has she?

Shagrat: No, this fellow ain't dead.

Sam: (Whispers from behind the rocks.) Not dead!

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

(The Orcs take Frodo up the stairs to the Tower of Cirith Ungol.)

Sam: Samwise, you fool!

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

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

(Cut to Minas Tirith. Faramir is being placed on a pyre of wood. Faramir moves uneasily in his unconscious sleep. The guards place piles of wood around the pyre table. Denethor bends over him and touches his face.)

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

(Pippin runs up to Faramir, and tries to remove the wood surrounding the pyre.)

Pippin: (hysterically) He's not dead! He's not dead!

(Denethor grabs Pippin and drags him out. Pippin continues to cry out that Faramir is not dead.)

Denethor: Hear now, Peregrin, son of Paladin, I release you from my service. Go now and die in what way seems best to you.

(He throws Pippin to the ground and shuts the doors. Pippin is greatly distressed.)

Denethor: Pour oil on the wood!

(Pippin runs desperately through the city, trying to find the White Wizard. Chaos reigns around him.)

Pippin: Gandalf! Where is Gandalf? Gandalf!

(Orcs are streaming into the city, while buildings crumble, and Men and women run in fear.)

Gandalf: Retreat! The city is breached. Fall back! To the second level! Get the women and children out. Get them out!

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

(The Orcs run rampant, killing everything they come across.)

Gandalf: Fight! Fight to the last man! Fight for your lives!

(Horns can be heard in the distance. Gandalf looks up, and recognizes the sound. Outside the city, the ranks of the Rohirrim crest the hill outside the Pelennor Fields. Théoden looks down on the thousands of Orcs, realizing that this battle cannot be won. His riders see the same. The Rohirrim are about to lose what courage they had.)

Éowyn: Courage, Merry. Courage for our friends. (She holds Merry close to her.)

Gothmog: form ranks, you maggots. form ranks. Pikes in front, archers behind.

(Théoden bares his teeth at the enemy, and summons his courage, riding to his captains and giving orders.)

Théoden: Éomer, take your éored down the left flank. Gamling, follow the King's banner down the center. Grimbold, take your company right, after you pass the wall. Forth, and fear no darkness!

(Théoden rides in front of the Rohirrim, trying to bolster their courage.)

Théoden: Arise! Arise, Riders of Théoden!

(Théoden rides in front of Éowyn, and she hides her face from him.)

Théoden: Spears shall be shaken! Shields shall be splintered! A sword day! A red day! Ere the sun rises!

(The riders ready their spears, as do the Orcs.)

Éowyn: (to Merry) Whatever happens, stay with me. I'll look after you.

(Merry tries not to look nervous. Théoden rides in front of the horses, banging his sword against their lowered spears.)

Théoden: Ride now! Ride now! Ride! Ride for ruin, and the world's ending! Death!

Rohirrim: Death!

(Éowyn gulps, looking nervous.)

Théoden: Death!

Rohirrim: Death!

Théoden: Death!

Merry and Éowyn: Death!

Théoden: Forth, Eorlingas!!

(Horns sound. The Rohirrim charge. The Orcs ready to fire at them.)

Gothmog: Fire!

(The arrows are fired and many riders fall.)

Merry: Death!

(More arrows are fired, and more Rohirrim fall.)

Théoden: Death!

Gothmog: Fire at will!

(More riders fall as another round of arrows are fired, but they charge on and the Orcs begin to back off. The Rohirrim charge into the Mordor armies with such a force that no Orc could withstand them. Meanwhile, Pippin continues to run through the city, looking for Gandalf, and finally finds him.)

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

Gandalf: Come! (He pulls Pippin onto Shadowfax.)

(The Rohirrim continue to decimate the Orc army. Back in the city Denethor stands atop the pyre pouring oil over his head. He looks down at Faramir who is covered in oil. Faramir's face twitches, but it passes unnoticed.)

Denethor: Set a fire in our flesh.

(Denethor stands on the pyre, arms outstretched like a martyr. Faramir lies at his feet. The attending soldiers move closely to the pyre with their torches. Just as they are about to put fire to wood, Shadowfax kicks open the doors.)

Gandalf: Stay this madness!

(The guards stop. Denethor grabs a torch from a guard and lights the pile of wood himself. Gandalf takes up a spear and charges Denethor, knocking him off the pyre. Pippin leaps from Shadowfax onto the pyre and tries to roll Faramir from a flaming death. After several tries Pippin succeeds and they both fall off onto the ground. Pippin slaps the flames off Faramir's clothes. Denethor rises and attacks Pippin.)

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

(Gandalf rides up again and knocks Denethor onto the pyre, which now roars with flame. Denethor looks through the fire at Faramir, who has opened his eyes. Realizing that his son his still alive, Denethor softens...)

Denethor: Faramir.

(But the flames leap around him and set the steward ablaze. Mad with pain, the screaming Denethor leaps from the pyre and runs burning from the house, where he falls from the edge of Minas Tirith.)

Gandalf: So passes Denethor, son of Ecthelion.

(The Rohirrim are still slashing away at the Orcs, who begin retreating back to Mordor.)

Éomer: Drive them to the river!

Théoden: Make safe the city!

(All of a sudden everything becomes silent. We see a huge group of Mûmakil, ready for battle, approaching the Rohirrim. Théoden and his Men watch in fear as the giant beasts march toward them.)

Théoden: Reform the line! Reform the line!

(The riders fall back into position, and prepare to charge the Haradrim.)

Théoden: Sound the charge!

(Gamling blows his horn.)

Théoden: Charge!

(The Rohirrim charge towards the Mûmakil, and get decimated by the strength and size of their opponents. The Mûmakil use their tusks to send riders flying, and stomp upon them with their feet. The archers on the back of the giant beasts also kill many riders. Éomer pauses in front of one beast, and throws his spear at its driver, killing him. The driver falls, stabbing his Mûmak in the ear, which causes it to swing sideways, taking down another beast and itself. Meanwhile, Éowyn and Merry are riding amongst the Mûmakil, barely dodging death several times.)

Éowyn: Take the reins! Pull to the left! Left!

(She grabs a second sword from an Orc, and riding between a Mûmak's legs, hamstrings it, causing it to fall.)

Éomer: (shooting arrows) Aim for the head!

(The Mûmak he is aiming for rises on its hind legs, and begins to stagger.)

Théoden: Bring it down! Bring it down! Bring it down!

(A nearby Mûmak falls, nearly landing on Merry and Éowyn. Their horse falls, and they are sent flying. Éowyn narrowly misses being landed on, by rolling away. Merry appears to have disappeared.)

Éowyn: Merry!

(The Orcs are attacking the next level of the city, and soldiers wait behind the gate, ready to attack. Gandalf and Pippin are sitting behind a short wall, watching, and waiting.)

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

(Gandalf looks at him in surprise.)

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

(Pippin listens hopefully, as the sounds of the battle around them fade.)

Pippin: What? Gandalf? See what?

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

Pippin: Well, that isn't so bad.

Gandalf: No. No, it isn't.

(They smile slightly at each other. The Orcs have nearly broken in. Gandalf nods at the Hobbit, and Pippin tightens the grip on his sword. Outside the gate, the Rohirrim grimly continue to fight on.)

Théoden: Rally to me! To me!

(The riders near him are suddenly nervous. Théoden turns around and is aware of the presence of the Witch-king. The Witch-king swoops down and knocks down Snowmane and Théoden. Snowmane lands on top of Théoden. Not far off, Éowyn watches in shock and horror. The fellbeast stands over Théoden.)

Witch-king: Feast on his flesh.

Éowyn: (Comes to stand in front of the beast.) I will kill you if you touch him!

Witch-king: Do not come between a Nazgûl and his prey.

(The fellbeast tries to strike, and misses, foolishly leaving its neck exposed. Éowyn chops its head off in two strokes, and it dies, flailing about and landing heavily. The Witch-king then stands in front of Éowyn, a flail in its hand. Éowyn looks on in fear, and then ducks and sidesteps as the Nazgûl tries to hit her. The Witch-king finally lands a hit on her shield, and it shatters. She falls, crying out, and clutching her arm…The Witch-king stands triumphantly before her. Elsewhere on the battlefield, black ships begin arriving at the pier.)

Head Orc: Late as usual, pirate scum! There's knife work here that needs doing. Come on, ya sea rats! Get off your ships!

(Aragorn, Legolas and Gimli hop down from one of the ships.)

Gimli: (muttering to Legolas) There's plenty for the both of us, may the best Dwarf win!

(Aragon, Legolas and Gimli then start running, charging the Orcs. The Dead stream from behind them, over the water, killing everything in their path. Merry crawls out from under the Mûmak he had been nearly crushed under, and sees Éowyn facing off against the Witch-king. Éowyn pants in fear as the Witch-king approaches.)

Witch-king: (Grabs Éowyn's neck.) You fool, no man can kill me! Die now…

(Suddenly Merry comes up from behind and stabs the Witch-king in the back of the leg. His blade crumbles into nothing and he falls to the ground, holding his right arm in pain. The Witch-king shrieks, and falls to its knees. Éowyn stands up and takes off her helmet, shaking her long golden hair loose.)

Éowyn: I am no man!

(With a cry, she stabs the Witch-king in the face with her blade. She falls to the ground in agony, but the Witch-king withers and crumples into nothing with a shrill cry, while Merry and Éowyn watch in surprise and shock. The scene shifts over to various shots of Aragorn, Legolas and Gimli fighting.)

Legolas: (shooting as he goes) 15, 16...

Gimli: (hacking up Orcs) 17...

(Aragorn takes down several Orcs and looks up.)

Gimli: …29…

Aragorn: Legolas!

(Legolas turns to see an Oliphaunt charging him and rushes to meet it, swinging up onto its tusk. He quickly moves from its trunk to its leg, clambering up its limb using the many arrows stuck in its hide as hand and foot holds. Reaching the top he is met by several Southron warriors.)

Legolas: (while shooting them down) 33, 34...

(Legolas then grabs hold of the rope holding the platform on the Oliphaunt's back. Swinging off, he cuts the rope and lets the platform fall over the side, pulling him up to the creature's back. Running up to the Oliphaunt's head he strings three arrows and shoots them into the beast's skull, bringing it down. Legolas slides off the trunk, landing safely on the ground in front of Gimli.)

Gimli: That still only counts as one!

(Aragorn looks over the battlefield; realizing most of the enemies are dead. In the distance, a group of The Dead take down a Mûmak. The Dead overrun the city, killing all of the Mordor troops. Meanwhile, Éowyn crawls to Théoden's side.)

Théoden: (Opens his eyes and looks at her.) I know your face...Éowyn.

(Éowyn smiles tearfully.)

Théoden: My eyes darken.

Éowyn: (Strokes Théoden's head gently.) No. No, I am going to save you.

Théoden: (weakly) You already did. Éowyn, my body is broken. You have to let me go. I go to my fathers in whose mighty company I shall not now feel ashamed. (He draws a labored breath.) Éowyn...

(Théoden dies and Éowyn cries bitterly over his body. In another spot on the battlefield, the Army of the Dead stands before Aragorn.)

King of the Dead: Release us.

Gimli: 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.

(The King of the Dead closes his eyes in relief, and the dead shimmer, and then disappear, as if blown away by the wind. Pippin walks slowly around the battlefield, and seeing something, rushes over, and pushes an Orc body off of Merry.)

Pippin: (takes Merry in his arms) Merry! Merry, it's me. (crying) It's Pippin.

Merry: (weakly) I knew you'd find me.

Pippin: Yes.

Merry: Are you going to leave me?

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

(Pippin grabs a cloak and covers Merry with it. The scene shifts to the Tower of Cirith Ungol. Frodo is unconscious or asleep, his chest is bare, and his hands are bound. The noise from the Orcs behind him wakes him, and he opens his eyes. Shagrat examines the mithril shirt removed from Frodo, bringing it into the light.)

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

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

(Frodo gropes at his neck, realizing that he hasn't got the Ring anymore.)

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

(Gorbag lunges for the mithril shirt. Shagrat grabs a blade and points it at Gorbag.)

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

(Gorbag wrestles the blade from Shagrat and pushes him down a ladder, and then a set of stairs, to where another group of Orcs are eating.)

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

(The Orcs growl, and lunge towards Shagrat. One of them gets knocked out a window, which rallies the smaller Orcs to begin fighting once they see what is happening. Sam approaches the Tower, and hears the sounds of fighting. Sam enters the Tower of Cirith Ungol and sees that all the Orcs are dead. He begins to climb up the stairs, and then realizes that there are some more Orcs coming down towards him. He begins making noise and flexing so his shadow grows, which makes the Orcs believe that he is a large, powerful warrior. They begin to back away. He comes out and the Orcs, realizing that he is a small Hobbit, come after him. But Sam, holding Sting, fights and kills them one by one.)

Sam: (He kills one.) That's for Frodo! (And another.) And for the Shire! (And the last one.) And that's for my old Gaffer!

(He continues upwards through the Tower. Frodo, struggling to get out of his restraints, hears someone coming up the ladder.)

Shagrat: Stop your squealing, you dung hill rat. (He draws his weapon.) I'm going to bleed you like a stuck pig!

(Shagrat suddenly cries out, and the tip of Sting appears, thrust through his chest. It gleams blue for a moment, and then fades as Shagrat dies.)

Sam: Not if I stick you first.

Frodo: Sam!

(Sam drops Sting and kneels beside Frodo.)

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

Sam: Let's get you out of here. (He begins untying Frodo's bonds.)

Frodo: (in despair) It's too late. It's over. They've taken it. Sam, they took the Ring.

Sam: Beggin', your pardon, but they haven't. (He pulls the Ring out of his pocket, as Frodo looks on in shock.) I thought I'd lost you, so I took it. Only for safekeeping. (He holds the Ring out.)

Frodo: Give it to me. (Sam pulls back slightly.) Give me the Ring, Sam. (The Ring speaks to Sam, and he seems uncertain as to what to do.) Sam! Give me the Ring!

(Sam slowly hands it over, and Frodo snatches it from his hand. He puts the chain over his head, looking greatly relieved, and then looks up at Sam.)

Frodo: You must understand, the Ring is my burden. It will destroy you, Sam. (He shudders and gasps while trying to stand under the weight of the Ring.)

Sam: Come on, Mister Frodo. We'd best find you some clothes. You can't go walking through Mordor in naught but your skin. (Frodo chuckles slightly.)

(The two Hobbits leave the Tower, and stand looking down at Mordor. They are both wearing Orc armor.)

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

Frodo: (Gazing at the legions of Orcs standing between them and Mt. Doom.) There's so many of them. We'll never get through unseen. (The Eye of Sauron sweeps the plain in front of them.) It's him…the Eye!

Sam: We have to go in there, Mister Frodo. There's nothing for it. (Frodo looks at him wearily.) Come on, let's just make it down the hill for starters.

(Éomer, Legolas, Gimli, Aragorn, and Gandalf stand in the hall at Minas Tirith. Gimli sits in the steward's seat.)