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At Isengard:

GRIMA
Helm's Deep has one weakness. Its outer wall is solid rock but for a small culvert at its base which is little more than a drain.

SARUMAN pours explosives into a metallic ball.

GRIMA
How? How can fire undo stone? What kind of device can break down the wall?

SARUMAN
If the wall is breached, Helm's Deep will fall.

GRIMA
Even if it is breached, it would take a number beyond reckoning, thousands to storm the keep.

SARUMAN
Tens of thousands.

GRIMA
But, my lord, there is no such force.

They walk to the balcony of the tower Orthanc and GRIMA looks in awe at tens of thousands of orcs

SARUMAN
A new power is rising. It's victory is at hand. This night the land will be stained with the blood of Rohan! March to Helm's Deep! Leave none alive! To war! There will be no dawn for Men.

MERRY and PIPPIN are walking towards ISENGARD

PIPPIN
Look! There's smoke to the south.

TREEBEARD
There is always smoke rising up from Isengard these days.

MERRY
Isengard?

TREEBEARD
There was a time, when Saruman would walk in my woods, but now he has a mind of metal and wheels.

TREEBEARD
He no longer cares for growing things.

A horn sounds and an army marches off

PIPPIN
What is it?

MERRY
It's Saruman's army! The war has started.

ARAGORN floats down the river and washes ashore. He dreams of ARWEN.

ARWEN
May the grace of the Valar protect you.

BREGO the horse arrives and Aragorn comes to and mounts him

At Rivendell:

ELROND
Arwen. Tollen i lû. I chair gwannar na Valannor. Si bado, no círar.
(Arwen. It is time. The ships are leaving for Valinor. Go now before it is too late.)

ARWEN
I have made my choice.

ELROND
He is not coming back. Why do you linger here when there is no hope?

ARWEN
There is still hope.

ELROND
If Aragorn survives this war, you will still be parted. If Sauron is defeated and Aragorn made king and all that you hope for comes true, you will still have to taste the bitterness of mortality. Whether by the sword or the slow decay of time, Aragorn will die. And there will be no comfort for you. No comfort to ease the pain of his passing. He will come to death. An image of the splendor of the kings of men in glory, undimmed before the breaking of the world. But you, my daughter, you will linger on in darkness and in doubt. As nightfall in winter that comes without a star. Here you will dwell, bound to your grief, under the fading trees, until all the world has changed and the long years of your life are utterly spent. Arwen... there is nothing for you here, only death. A im, ú-'erin veleth lîn?
(Do I not also have your love?)

ARWEN
Gerich meleth nîn, ada.
(You have my love father.)

The Elves (including ARWEN) depart Rivendell

GALADRIEL
I amar prestar aen, han mathon ne nen, han mathon ne chae a han noston ned 'wilith. (The world is changed; I can feel it in the water, I can feel it in the earth, I can smell it in the air.) The power of the enemy is growing. Sauron will use his puppet Saruman to destroy the people of Rohan. Isengard has been unleashed. The Eye of Sauron now turns to Gondor, the last free kingdom of men. His war on this country will come swiftly. He senses the Ring is close. The strength of the Ring-bearer is failing. In his heart, Frodo begins to understand the quest will claim his life. You know this. You have foreseen it. It is the risk we all took. In the gathering dark, the will of the Ring grows strong. It works hard now to find its way back into the hands of men. Men, who are so easily seduced by its power. The young captain of Gondor has but to extend his hand to take the Ring for his own, and the world will fall. It is close now, so close to achieving its goal. For Sauron will have dominion over all life on this Earth, even unto the ending of the world. The time of the Elves is over. Do we leave Middle-Earth to its fate? Do we let them stand alone?

FARAMIR and his men look over a map

FARAMIR
What news?

MADRIL
Our scouts report Saruman has attacked Rohan. T
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PIPPIN
Wait! Stop! Stop! Turn around. Turn around. Take us south!

TREEBEARD
South? But that will lead you past Isengard.

PIPPIN
Yes. Exactly. If we go south we can slip past Saruman unnoticed. The closer we are to danger, the farther we are from harm. It’s the last thing he’ll expect.

TREEBEARD
Hmmmm. That doesn’t make sense to me. But then you are very small. Perhaps you're right. South it is then. Hold on, little Shirelings. Oh. I always like going south. Somehow it feels like going downhill.

MERRY
Are you mad, we’ll be caught.

PIPPIN
No we won’t. Not this time.

FARAMIR and his company arrive approach Osgiliath with FRODO, SAM, and GOLLUM as captives

DAMROD
Look. Osgiliath burns. Mordor has come.

FRODO
The Ring will not save Gondor. It has only the power to destroy. Please, let me go.

FARAMIR looks at FRODO, but then gestures to his men to move.

FARAMIR
Hurry.

FRODO
Faramir, you must let me go!

TREEBEARD approaches the edge of Fangorn Forest

TREEBEARD
... and those little family of field mice that climb up sometimes and they tickle me awfully. They’re always trying to get somewhere where they...

TREEBEARD walks into an open area where every tree has been brutally cut down

TREEBEARD
Many of these trees were my friends. Creatures I had known from nut and acorn.

PIPPIN
I’m sorry, Treebeard.

TREEBEARD
They had voices of their own. Saruman. A wizard should know better!

TREEBEARD lets out a powerfull call that reverberates throughout Fangorn

TREEBEARD
There is no curse in Elvish, Entish or the tongues of men for this treachery.

PIPPIN
Look, the trees! They're moving!

MERRY
Where are they going?

TREEBEARD
They have business with the Orcs. My business is with Isengard tonight. With rock and stone.

The Ents march out of the forest

MERRY
Yes!

TREEBEARD
Rárum-rum! Come my friends. The Ents are going to war. It is likely that we go to our doom. Last march of the Ents.

The Ents march to Isengard. Meanwhile, back at Osgiliath...

MADRIL
Faramir, Orcs have taken the eastern shore. Their numbers are too great. By nightfall we’ll be overrun.

FRODO stumbles

SAM
Mr. Frodo!

FRODO
It’s calling to him, Sam. His eye is almost on me.

SAM
Hold on, Mr. Frodo. You'll be alright.

FARAMIR (to his men)
Take them to my father. Tell him Faramir sends a mighty gift. A weapon that will change our fortunes in this war.

SAM
You wanna know what happened to Boromir? You want to know why your brother died? He tried to take the Ring from Frodo. After swearing an oath to protect him, he tried to kill him! The Ring drove your brother mad!

The RINGWRAITHS approach. FRODO knows.

SAM
Mr. Frodo?

FRODO
They’re here. They’ve come.

RINGWRAITH
(screeches)

FARAMIR
Nazgûl!

A RINGWRAITH flies over Osgiliath and FARAMIR leads the hobbits to safety

FARAMIR
Stay here. Keep out of sight. Take cover!

Back at Helm's Deep:

THEODEN
The fortress is taken. It is over.

ARAGORN
You said this fortress would never fall while your men defend it. They still defend it. They have died defending it! Is there no other way for the women and children to get out of the caves? Is there no other way?

GAMLING
There is one passage. It leads into the mountains. But they will not get far. The Uruk-hai are too many.

ARAGORN
Send word for the women and children to make for the mountain pass. And barricade the entrance!

THEODEN
So much death. What can men do against such reckless hate?

ARAGORN
Ride out with me. Ride out and meet them.

THEODEN
For death and glory?

ARAGORN
For Rohan. For your people.

GIMLI
The sun is rising.

(Flashback Voiceover) GANDALF
Look to my coming at first light on the fifth day. At dawn, look to the East.

THEODEN
Yes. Yes! The Horn of Helm Hammerhand shall sound in the Deep one last time.

GIMLI
Yes!

Gimli climbs up to blow the horn.

THEODEN
Let this be the hour when we draw swords together. Fell deeds awake. Now for wrath. Now for ruin. And the red
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(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. Frod 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. Frod What about you? Sam: Ahhh no, I'm not hungry. Least ways not for lembas bread. Frod 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. Frod 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.) Arago

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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!

Frod 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.)

Frod Sam!

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

Sméagol: Argh!

Frod 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.

Frod I'm not sending him away!

(Sméagol shudders.)

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

Frod 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.

Frod 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 o
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(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 t
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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.)

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

Frod No, Sam. It's you. I'm sorry, Sam.

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

Frod You can't help me anymore.

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

Frod (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
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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 An
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(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 sudde
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Frod (gasping for breath) No, Sam, I can't recall the taste of food. Nor the sound of water. Or the touch of grass. I'm naked in the dark. There's nothing…no veil between me and the wheel of fire. I can see him with my waking eyes! (His eyes widen in pain and fear.)

Sam: (in tears) Then let us be rid of it, once and for all! Come on, Mister Frodo. I can't carry it for you, but I can carry you! Come on!

(Sam staggers to his feet, placing Frodo over his shoulder. He continues slowly up the mountain, carrying Frodo and the Ring forward one step at a time. Meanwhile, the Eye of Sauron is now completely focused on Aragorn.)

Sauron's voice: Aragorn...Elessar...

(Aragorn is motionless and stares off at the Eye in the distance. He then turns to the army behind him.)

Aragorn: For Frodo…

(Aragorn runs towards the Orcs, with Merry and Pippin right behind him, then the rest of the army following behind them.)

(Sam nears the top of the mountain, still carrying Frodo. He sees the entrance to the Crack of Doom.)

Sam: Look, Mister Frodo. A doorway! We're almost there.

(Gollum appears on top of a rock above the Hobbits.)

Gollum: Clever Hobbits, to climb so high!

(He jumps on Frodo, and pulls him off of Sam's back. Gollum clambers on top of Frodo and starts to reach for the Ring. Sam grabs Gollum from behind and pulls him off, but Gollum attacks again. Sam picks up a rock and throws it at Gollum, knocking him off of Frodo. Gollum gets up again, and goes for Frodo, but Sam dives and rolls him away. The battle at the Black Gate continues, and the Nazgûl swoop in to do some damage. Gollum and Sam keep fighting, and Gollum bites Sam, and tries to attack him again. Sam pulls out his sword, and cuts Gollum in the chest.)

Sam: (turns to look for Frodo) Frodo!

(Frodo is now running up the mountain towards the Crack of Doom. At the battle, Gandalf sees a Nazgûl flying in for the kill, and then suddenly sees a moth flying in front of his face. In the sky, the cries of Eagles can be heard as several great Eagles appear, one of which attacks the Nazgûl headed towards Gandalf.)

Pippin: (shouting joyfully) Eagles! The Eagles are coming! (The Eagles swoop down at the Nazgûl and attack them.)

(Back at the Crack of Doom, Sam runs in, and looks for Frodo.)

Sam: Frodo!

(Frodo is standing at the edge of the pit of molten lava, and he turns his head to look wearily at Sam.)

Frod I'm here, Sam.

Sam: Destroy it!

(Frodo holds the Ring out before him, above the fiery pit, but does not throw it in.)

Sam: Go on. Now! Throw it in the fire.

(Frodo is still reluctant, and struggles internally, trying to do what he knows he must.)

Sam: What are you waiting for? Just let it go!

(Frodo stares deeply at the Ring, listening to its call. He pulls the Ring back to his chest, and turns back to Sam.)

Frod The Ring is mine!

(He pulls the Ring off of its chain.)

Sam: No...no…

(Frodo puts the Ring on his finger, a smile of pure evil on his face. He disappears.)

Sam: Nooooooo!

(The Great Eye suddenly becomes aware of the presence of the Ring, and turns its gaze to Mount Doom, while the Nazgûl abruptly leave the battle and head in the same direction. Back in the Crack of Doom, Sam stares in shock and despair at Frodo's footprints on the rock before him. Gollum appears over his shoulder, and he hits Sam with a rock. Sam drops unconscious to the floor. Gollum then tracks the footprints of Frodo, and jumps on him. Frodo cries out as he struggles with Gollum. The action returns to the battle for a moment, where Aragorn faces off against a Troll.)

(Sam wakes up, and sees Gollum and an invisible Frodo struggling at the edge of the pit. Gollum grabs Frodo's finger, and bites it off, taking the Ring with it. Frodo shrieks in agony, and falls to his knees, holding his bleeding hand in the other. Gollum holds the Ring before him in delight, ecstatic to finally have his Precious in his possession again. He cavorts at the edge of
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