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

                                      Screenplay By

                      Fran Walsh, Philippa Boyens and Peter Jackson

                                   Based on the Book by

                                      J.R.R. Tolkien

                              Final Revision - October, 2003

                

               BLACK SCREEN...

               SUPER: New Line Cinema Presents

               SUPER: A WingNut Films Production

               BLACK SCREEN:

               EXT. RIVER ANDUIN - DAY

               ANGLE ON: SMEAGOL and his cousin, DEAGOL, sit in a SMALL 
               CORACLE, their FISHING LINES draped over the side... SUNSHINE 
               glinting off the surface of the water.

               An idyllic image.

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

                                     DEAGOL
                              (excited)
                         Smeagol, I've got one!
                              (he laughs)
                         I've got a fish, Smeagol!

                                     SMEAGOL
                              (excitedly)
                         Go on, pull it in.

               DEAGOL pulls on his ROD, but is HAULED OVERBOARD and 
               disappears underwater with a SPLASH!

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

                                     SMEAGOL
                              (worried)
                         Deagol!

               EXT. UNDERWATER, RIVER ANDUIN - DAY

               ANGLE ON: DEAGOL is towed to the RIVER BED by a LARGE FISH... 
               he suddenly lets go of the line... eyes fixed on a SHINING 
               GOLD RING, lying in the SILT.

               EXT. RIVER ANDUIN, GLADDEN FIELDS - DAY

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

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

               ANGLE ON: SMEAGOL peers over his shoulder... the GOLD reflects 
               in SMEAGOL'S EYES!

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

                                     SMEAGOL
                         Give us that, Deagol, my love!

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

                                     DEAGOL
                         Why?

               CLOSE ON: SMEAGOL moves towards DEAGOL...

                                     SMEAGOL
                         Because its my birthday, and I wants 
                         it.

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

               SMEAGOL rips the GLITTERING RING from DEAGOL'S LIMP HAND.

                                     SMEAGOL
                         My precious!

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

                                                               DISSOLVE TO:

               INT. MISTY MOUNTAINS CAVES - DAY

               IMAGES: SMEAGOL descending into madness. His body TWISTS and 
               DISTORTS... he becomes a CREEPY, SHRIVELLED wretch... finally 
               crawling into a DARK CAVE beneath the MISTY MOUNTAINS.

                                     SMEAGOL (V.O.)
                         They cursed us. Murderer. Murderer 
                         they called us. They cursed us and 
                         drove us away. And we wept, Precious, 
                         we wept to be so alone. And we forgot 
                         the taste of bread, the sound of 
                         trees, the softness of the wind... 
                         We even forgot our own name.
                              (in a choking cough)
                         Gollum! Gollum!

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

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

                                     SMEAGOL
                              (ecstatic)
                         My Precious.

                                                               DISSOLVE TO:

               EXT. CULVERT, VALE OF MORGUL - DAWN

               ANGLE ON: A GRIM LANDSCAPE, covered in THORN BUSHES and the 
               scars of RECENT FIRES. The DARK MORGUL VALLEY disappears up 
               towards the MOUNTAINS.

               SETTLE ON: FRODO and SAM in a FILTHY CULVERT.

               SAM twitches in a RESTLESS SLEEP. But FRODO is awake... His 
               hand trails down to the CHAIN around his NECK...

               A SUDDEN HISS! FRODO quickly hides the RING as GOLLUM peers 
               at them with GLEAMING EYES.

                                     GOLLUM
                         Wake up! Wake up! Wake up, sleepies! 
                         We must go, yes, we must go at once!

               SAM STIRS, looks at FRODO...

                                     SAM
                         Haven't you had any sleep, Mr. Frodo?

               FRODO shakes his HEAD.

                                     SAM
                         I've gone and had too much!

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

                                     SAM
                         It must be getting late.

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

               The days are growing darker.

               The GROUND suddenly QUIVERS, as a ROLLING, RUMBLING NOISE 
               ECHOES down the VALLEY.

                                     GOLLUM
                         Come on, must go, no time...

                                     SAM
                         Not before Mr. Frodo's had something 
                         to eat.

                                     GOLLUM
                         ...no time to lose, silly.

               SAM shoots GOLLUM a HOSTILE LOOK and turns back to rummage 
               in his KNAPSACK. He holds up a piece of dried LEMBAS BREAD 
               to FRODO.

                                     SAM
                         Here.

                                     FRODO
                         What about you?

                                     SAM
                              (lying badly)
                         I'm not hungry -- leastways, not for 
                         lembas bread.

                                     FRODO
                         Sam.

                                     SAM
                              (confessing)
                         Alright. We don't have that much 
                         left. We have to be careful or we're 
                         going to run out. You go ahead and 
                         eat that, Mr. Frodo. I've rationed 
                         it. There should be enough.

               FRODO looks at SAM questioningly.

                                     FRODO
                         For what?

                                     SAM
                         The journey home.

               FRODO says nothing.

               EXT. CULVERT, VALE OF MORGUL - DAY

               WIDE: FRODO and SAM follow GOLLUM as he leads them on the 
               wining, torturous path... clambering through BRACKEN and 
               over JAGGED ROCKS.

                                     GOLLUM
                         Come, Hobbitses. Very close now. 
                         Very close to Mordor! No safe places 
                         here. Hurry! Shhh.

               EXT. THE FOREST OF ISENGARD - DAY

               GANDALF leads ARAGORN, LEGOLAS, THEODEN and GIMLI through 
               dark woodland...

               The MOVING FOREST of FANGORN... opens before them... creating 
               an AVENUE of TREES, which allows them access along the old 
               ISENGARD ROAD. A THICK, HUMID MIST fills the forest.

               SUPER: The Return of the King

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

               EXT. ISENGARED GATE - DAY

               WIDE ON: All about, the GREAT STONE WALL is cracked and 
               splintered into countless jagged shards.

               Far off, half veiled int he swirling STEAM, the TOWER of 
               ORTHANC stands... Unbroken by the storm. Pale waters lap 
               about its feet.

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

               ...MERRY and PIPPIN! SPREAD before them is a feast of BREADS, 
               MEATS and WINE. They PUFF on long pipes as they lie back in 
               the SUN.

                                     PIPPIN
                         I feel like I'm back at the Green 
                         Dragon, after a hard days work.

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

               MERRY cuts PIPPIN off before he can respond in kind.

                                     MERRY
                         Welcome, my Lords, to Isengard.

               ANGLE ON: GANDALF, ARAGORN, LEGOLAS and GIMLI stare at the 
               SIGHT before them...

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

                                     PIPPIN
                              (mouth full)
                         We are sitting on a field of victory, 
                         enjoying a few well-earned comforts. 
                         The salted pork is particularly good.

                                     GIMLI
                              (suddenly interested)
                         Salted pork?

                                     GANDALF
                              (shaking his head)
                         Hobbits!

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

               WIDE: GANDALF leads the company through the flotsam and jetsam 
               which floats upon the muddied waters surrounding the TOWER... 
               TREEBEARD, the GIANT ENT, strides towards them, ALARMING all 
               but GANDALF.

                                     TREEBEARD
                         Huraroom... Young Master Gandalf, 
                         I'm glad you've come. Wood and water, 
                         stock and stone I can master, but 
                         there's a wizard to be managed here... 
                         Locked in his tower.

                                     GANDALF
                         And there Saruman must remain, under 
                         your guard, Treebeard.

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

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

                                     GANDALF
                              (quietly)
                         No. He has no power any more.

               THE OLD ENT nods his head wisely...

                                     TREEBEARD
                         The filth of Saruman is washing 
                         away... Trees will come back to live 
                         here, young trees... wild trees.

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

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

               ARAGORN turns as, quick as a FLASH, PIPPIN has jumped off 
               his horse and picked up -- the PALANTIR!

                                     TREEBEARD
                         Well bless my bark!

                                     GANDALF
                              (urgent)
                         Peregrin Took! I'll take that, my 
                         lad!

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

                                     GANDALF
                         Quickly, now!

               RELUCTANTLY, PIPPIN hands the PALANTIR to GANDALF... who 
               immediately smothers it in his cloak.

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

               EXT. EDORAS - DAY

               WIDE: BACK SHOT - a GROUP OF RIDERS gallop towards the ROHAN 
               CITY of EDORAS...

               PUSH IN: EOWYN standing alone outside the GOLDEN HALL, 
               waiting...

                                                                    CUT TO:

               INT. EDORAS, GOLDEN HALL - EVENING

               WIDE: A ROARING FIRE; a LAMB ROASTING on SPIT; LONG TABLES 
               laden with FOOD; BARRELS of WINE; a banquet is-laid ready 
               for the returning soldiers.

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

               ANGLE ON: Amidst the cheering crowd, EOWYN moves towards 
               ARAGORN... As she proffers the CHALICE their eyes meet.

                                     EOWYN
                         Westu Aragorn hal.

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

                                     THEODEN
                         I am happy for you.

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

                                     THEODEN
                         He is an honourable man.

                                     EOWYN
                              (smiling)
                         You are both honourable men.

                                     THEODEN
                         It was not Theoden of Rohan who led 
                         our people to victory.

               EOWYN looks at him questioningly, disturbed by his tone.

                                     THEODEN
                         Don't listen to me -- you are young, 
                         and tonight is for you.

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

               ANGLE ON: MERRY & PIPPIN are in full voice, on top of one of 
               the TABLES... both hold very large mugs of ALE in their hands.

                                     MERRY & PIPPIN
                              (singing)
                         Oh, you can search -- up and down 
                         As many lands as can be found 
                         But you'll never find a beer so brown 
                         As the one we drink in our home town 
                         You can keep your fancy ales 
                         You can drink them by the flagon 
                         But the only brew, for the brave and 
                         true 
                         Comes from the Green Dragon!

               ANGLE ON: GANDALF laughing and clapping the HOBBITS. ARAGORN 
               steps up beside him, SMILING at the floorshow.

                                     ARAGORN
                         No news of Frodo?

                                     GANDALF
                         No word... nothing.

                                     ARAGORN
                         We will have time.

               GANDALF turns quickly to ARAGORN.

                                     ARAGORN
                         Every day Frodo moves closer to 
                         Mordor.

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

                                     GANDALF
                         Do we know that?

                                     ARAGORN
                              (gently)
                         What does your heart tell you?

                                     GANDALF
                              (with a small smile)
                         That Frodo is alive.
                              (to himself)
                         Yes -- yes, he is alive.

               EXT. MORGUL VALLEY - NIGHT

               ANGLE ON: FRODO and SAM lie asleep amidst scrubby bushes 
               near a stagnant pool. SMEAGOL lies nearby, muttering in his 
               sleep.

                                     SMEAGOL
                         Too risky, too risky. The thieves! 
                         They stole it from us. Kill them... 
                         kill them... kill them both!

               SMEAGOL wakes suddenly, shaking, his face drenched in SWEAT, 
               eyes wide in horror.

                                     SMEAGOL
                         No!

                                     GOLLUM
                              (hissed whisper)
                         Shhh! Quiet!

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

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

               SMEAGOL casts a quick glance over his SHOULDER to the SLEEPING 
               figures of FRODO and SAM as he clambers off his ROCK... 
               silently sidling towards the EDGE of a STAGNANT POOL.

                                     SMEAGOL
                         They knows, they knows, they suspects 
                         us.

               SMEAGOL stares into the MURKY depths of the WATER.

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

                                     GOLLUM
                         What is it saying, my Precious, my 
                         love? Is Smeagol losing his nerve??

                                     SMEAGOL
                         No! Not! Never!! Smeagol hates nasty 
                         Hobbitses! Smeagol wants to see them 
                         dead!

                                     GOLLUM
                         And we will -- Smeagol did it once...
                              (sly)
                         ...He can do it again.

               FLASH INSERT: SMEAGOL choking DEAGOL... Fingers locked tight 
               around his THROAT.

                                     GOLLUM
                         It's ours -- ours!

                                     SMEAGOL
                         We must get the Precious. We must 
                         get it back.

                                     GOLLUM
                         Patience, patience, my love. First 
                         we must lead them to her.

                                     SMEAGOL
                         We lead them to the windy stairs.

                                     GOLLUM
                              (prompting)
                         Yes, the stairs... and then?

                                     SMEAGOL
                         Up, up, up, up the stairs we go... 
                         until we come to...
                              (naughty excitement)
                         ...the Tunnel!

                                     GOLLUM
                              (quiet)
                         And when they go in, there's no coming 
                         out. She's always hungry, she always 
                         needs to feed. She must eat, all She 
                         gets is filthy Orcses.

                                     SMEAGOL
                         And they doesn't taste very nice, 
                         does they, Precious?

                                     GOLLUM
                              (sinister)
                         No... not very nice at all, my love. 
                         She hungers for sweeter meats...

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

                                     GOLLUM
                         "Hobbit meat." And when She throws 
                         away the bones and the empty clothes, 
                         then we will find it...

                                     SMEAGOL
                         And take it for Me!

                                     GOLLUM
                              (correcting)
                         For us...

                                     SMEAGOL
                         Yes, we, we meant for us...
                              (choking cough)
                         Go Hum! Go Hum!

                                     GOLLUM
                              (sly)
                         The Precious will be ours once the 
                         Hobbitses are dead!

               SUDDEN ANGLE ON: SAM image mirrored in the water as he SMACKS 
               GOLLUM on the HEAD with his POT!

                                     SAM
                              (yelling)
                         You treacherous little toad!

               SAM drops the POT and FLINGS himself ON TOP of GOLLUM! GOLLUM 
               SCREAMS... his ARMS and LEGS FLAILING WILDLY!

                                     GOLLUM
                              (crying)
                         No! Not! Help! Master!

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

                                     FRODO
                         No, Sam! Leave him alone!

               CLOSE ON: GOLLUM, huddled on the ground SOBBING and 
               WHIMPERING.

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

                                     SMEAGOL
                         Never! Smeagol wouldn't hurt a fly! 
                         He's a horrid, fat Hobbit who hates 
                         Smeagol and who makes up nasty lies!

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

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

               FRODO grabs SAM'S ARM.

                                     FRODO
                         Sam...

                                     SAM
                         Call me a liar! You're a liar!

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

               SAM pulls away from FRODO...

                                     SAM
                         I don't care! I can't do it, Mr. 
                         Frodo. I won' t wait around for him 
                         to kill us!

                                     FRODO
                              (fierce whisper)
                         I'm not sending him away.

               SAM stares at FRODO... at a loss.

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

                                     FRODO
                              (lowers voice)
                         We can't do this by ourselves, Sam. 
                         Not without a guide. I need you on 
                         my side.

               ANGLE ON: SAM, his face softening.

                                     SAM
                              (taken aback)
                         I'm on your side, Mr. Frodo.

                                     FRODO
                         I know, Sam, I know.
                              (whisper)
                         You must trust me.

               FRODO beckons to GOLLUM.

                                     FRODO
                         Come, Smeagol.

               GOLLUM turns slowly, staring at SAM through hooded, HATE-
               FILLED EYES... and SMILES.

                                                                    CUT TO:

               EXT. EDORAS, GOLDEN HALL - EARLY DAWN

               ARAGORN joins LEGOLAS on the STEPS to the GOLDEN HALL, 
               oblivious to the CHILL WIND... they look out across the 
               SLEEPING CITY to the LOOMING MOUNTAIN RANGE BEYOND... DARK 
               CLOUDS mark the sky.

                                     LEGOLAS
                         The stars are veiled, something stirs 
                         in the east... A sleepless malice.

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

                                     LEGOLAS
                         The eye of the enemy is moving.

               INT. EDORAS, SLEEPING QUARTERS - EARLY DAWN

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

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

                                     MERRY
                              (whispers)
                         What you doing?

               PIPPIN gasps with FRIGHT! MERRY is sitting up, wiping sleep 
               from his eyes. He moves on...

               ANGLE ON: A sleeping GANDALF lies with eyes wide open! But 
               PIPPIN is undeterred...

               MERRY sits up, a worried look on his face.

                                     MERRY
                         Pippin? Pippin? Pippin! What are you 
                         doing?

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

                                     MERRY
                         Pippin, are you mad?

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

                                     MERRY
                         Put it back! Put -- it -- back!

               PIPPIN unwraps the PALANTIR and as MERRY looks on HORRIFIED, 
               he gazes INTENTLY into it.

                                     MERRY
                         Pippin!

               As PIPPIN lays his hands on the CRYSTAL, a SICKLY PALE light 
               slowly spreads from the GLASS BALL onto PIPPIN'S FACE... his 
               EYES WIDEN.

                                     MERRY
                         Pippin!

               EXT. EDORAS GOLDEN HALL - EARLY DAWN

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

                                     LEGOLAS
                              (urgent)
                         He is here.

               INT. EDORAS, SLEEPING QUARTERS - NIGHT

               PIPPIN suddenly starts to HYPERVENTILATE... He STAGGERS 
               BACKWARDS, PALANTIR held rigidly before him...

               THE GREAT EYE OF SAURON seems to LEAP from the FIRE... PIPPIN 
               is bathed in the FIERY RED LIGHT.

               PIPPIN sinks to his KNEES, his mouth open in a soundless 
               SCREAM... He FALLS BACKWARDS, powerless to release the FIERY 
               GLOBE.

                                     MERRY
                         Help! Someone help him!

               GANDALF wakes with a start! Just as ARAGORN enters, and 
               wrenches the PALANTIR from PIPPIN'S HANDS... PIPPIN FALLS to 
               the FLOOR!... ARAGORN spins away, reeling backwards, the 
               PALANTIR falling from his HANDS...

               The PALANTIR rolls across the FLOOR, causing EVERYONE in the 
               room to COWER BACK.

               ANGLE ON: GANDALF throws a BLANKET over it, ANGRY DISBELIEF 
               on his face! He rounds on PIPPIN.

                                     GANDALF
                         Fool of a Took!

               GANDALF lifts the HOBBIT'S SLUMPED HEAD.

                                     MERRY
                         Pippin!

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

                                     PIPPIN
                         Gandalf! Forgive me.

                                     GANDALF
                         Look at me! What did you see?

                                     PIPPIN
                              (disjointed)
                         A tree... There was a white tree... 
                         in a courtyard of stone... It was 
                         dead!

               FLASH INSERT: A lone white tree silhouetted by flames.

                                     PIPPIN
                         The city was burning...

                                     GANDALF
                         Minas Tirith???
                              (to PIPPIN)
                         Is that what you saw?

                                     PIPPIN
                              (terrified)
                         I saw... I saw him... I could hear 
                         his voice in my head.

                                     GANDALF
                         And what did you tell him? Speak!

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

               CLOSE ON: GANDALF stares at PIPPIN with a FRIGHTENING 
               INTENSITY...

                                     GANDALF
                         What did you tell him about Frodo 
                         and the Ring?

               INT. EDORAS, GOLDEN HALL - DAY

               THEODEN stands in the GOLDEN HALL, gravely listening to 
               GANDALF... ARAGORN, LEGOLAS, and GIMLI look on...

                                     GANDALF
                         There was no lie in Pippin's eyes; a 
                         fool, but an honest fool he remains. 
                         He told Sauron nothing of Frodo and 
                         the Ring.

               ANGLE ON: GIMLI lets out a sigh of relief.

               GANDALF turns to look at THEODEN.

                                     GANDALF
                         We've been strangely fortunate. What 
                         Pippin saw in the Palantir was a 
                         glimpse of our enemy's plan.

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

                                     GANDALF
                         Sauron moves to strike the city of 
                         Minas Tirith. His defeat at Helm's 
                         Deep showed our enemy one thing.

               The WIZARD turns towards ARAGORN...

                                     GANDALF
                         The heir of Elendil has come forth. 
                         Men are not as weak as he supposed. 
                         There is courage still -- strength 
                         enough left to challenge him.

               THEODEN listens intently, saying nothing.

                                     GANDALF
                              (warningly)
                         Sauron fears this. He will not risk 
                         the peoples of Middle-earth uniting 
                         under one banner. He will raise Minas 
                         Tirith to the ground before he sees 
                         the return of the King.

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

               ANGLE ON: GANDALF rounds on THEODEN...

                                     GANDALF
                         If the beacons of Condor are lit, 
                         Rohan must be ready for war!

               THEODEN holds GANDALF'S gaze.

                                     THEODEN
                              (quietly)
                         Tell me. Why should we ride to the 
                         aid of those who did not come to 
                         ours?

               ANGLE ON: ARAGORN turns to look at THEODEN.

                                     THEODEN
                         What do we owe Gondor?

                                     ARAGORN
                              (low and urgent)
                         I will go.

                                     GANDALF
                              (hurried)
                         No!

                                     ARAGORN
                         They must be warned.

                                     GANDALF
                         They will be.
                              (low voice, to Aragorn)
                         You must come to Minas Tirith by 
                         another road...
                              (cryptic)
                         Follow the river, look to the black 
                         ships.
                              (louder, to all)
                         Understand this... things are now in 
                         motion that cannot be undone.

               GANDALF turns on his heel... and stares at a surprised PIPPIN.

                                     GANDALF
                         I ride for Minas Tirith! And I won't 
                         be going alone!

               EXT. EDORAS STREETS - DAWN

               ANGLE ON: GANDALF hurries along the STREETS... PIPPIN and 
               MERRY run alongside trying to KEEP UP...

                                     GANDALF
                         Of all the inquisitive Hobbits, 
                         Peregrin Took, you are the worst. 
                         Hurry, hurry!

               PIPPIN catches up to MERRY.

                                     PIPPIN
                              (worried)
                         Where are we going?

                                     MERRY
                         Why did you look -- why do you always 
                         have to look?

                                     PIPPIN
                              (subdued)
                         I don't know... I can't help it.

               MERRY turns away...

                                     MERRY
                         You never can.

                                     PIPPIN
                              (lightly)
                         I'm sorry, alright? I won't do it 
                         again.

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

                                     MERRY
                         Don't you understand... the Enemy 
                         thinks you have the Ring... he's 
                         going to be looking for you, Pip. 
                         They have to get you out of here!

                                     PIPPIN
                         And you. You're coming with me... 
                         Merry?

                                     MERRY
                         Come on!

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

                                                                    CUT TO:

               INT. EDORAS STABLES - DAWN

               ANGLE ON: PIPPIN is dumped unceremoniously onto the back of 
               SHADOWFAX as GANDALF hurriedly prepares to leave...

                                     PIPPIN
                              (nervous)
                         How far is Minas Tirith?

                                     GANDALF
                         Three days ride as the Nazgul flies 
                         and you'd better hope we don't have 
                         one of those on our tail.

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

                                     MERRY
                         Here -- something for the road.

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

                                     PIPPIN
                         The last of the Longbottom Leaf.

                                     MERRY
                         I know you've run out... you smoke 
                         too much, Pip.

                                     PIPPIN
                         But we'll see each other soon?

               A WORRIED MERRY exchanges glances with GANDALF.

                                     PIPPIN
                         Won't we?

                                     MERRY
                         I don't know... I don't know what's 
                         going to happen.

               GANDALF mounts SHADOWFAX.

                                     PIPPIN
                              (rising panic)
                         Merry?

               GANDALF spurs the GREAT HORSE forward.

                                     GANDALF
                         Run Shadowfax, show us the meaning 
                         of haste.

                                     PIPPIN
                              (panicked)
                         Merry!

               SHADOWFAX thunders out of the STABLES!

               CLOSE ON: MERRY'S devastated face.

               EXT. GATES OF EDORAS - DAY

               ANGLE ON: SHADOWFAX carried GANDALF and PIPPIN out of the 
               GATE and down the WINDING ROAD towards the PLAINS QF ROHAN.

               EXT. EDORAS GATES LOOK-OUT - DAY

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

               ANGLE ON: The SMALL FIGURE as he watches his best friend 
               DISAPPEAR into the DISTANCE...

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

               EXT. RIVENDELL FOREST - DAY

               WIDE: ARWEN -- escorted by a SMALL ENTOURAGE of ELVES -- 
               rides through the gathering darkness of a PINE FOREST ...

                                     ELROND (V.O.)
                         Take her by the safest road. A ship 
                         lies anchored in the Grey Havens. It 
                         waits to carry her across the Sea... 
                         The last journey of Arwen Undomiel.

               SLOW MOTION: As ARWEN rides through the FOREST the FIGURE of 
               a SMALL BOY of about 5 SUDDENLY runs across the path in front 
               of her.

               ARWEN reigns in ASFALOTH... something about the BOY intrigues 
               her -- but she does not know why...

               As ARWEN watches the BOY moves away, the TREES begin to 
               thin... the BOY continues running. One by one the TREES 
               TRANSFORM into TALL WHITE PILLARS...

               ARWEN'S POV: The BOY now stands within a VISION of the 
               majestic architecture of the great Gondorian city of MINAS 
               TIRITH.

               A SILHOUETTED FIGURE appears in the distance and moves towards 
               the CHILD... the BOY runs to the FIGURE.

               ARWEN watches as the FIGURE holds out its arms -- swinging 
               the LAUGHING CHILD into the AIR...

               The figure turns to reveal... ARAGORN, a little older, dressed 
               in the casual finery of a GONDORIAN NOBLE.

               CLOSE ON: The CHILD, now in ARAGORN'S ARMS looks directly at 
               ARWEN... it is a QUIET LOOK filled with INFINITE SADNESS.

               ARWEN'S eyes drop to the CHILD'S CHEST... around the CHILD'S 
               neck hangs the EVENSTAR...

               CLOSE ON: ARWEN as she realizes she is staring at a future 
               that can never be, the CHILD she and ARAGORN will never have.

               INSERT: ELROND speaking to his daughter...

                                     ELROND (V.O.)
                         Arwen, there is nothing for you 
                         here... only death.

               ARWEN shuts her eyes... when she opens them again the VISION 
               is gone... she is staring at DARK TREES once more.

                                     ELF ESCORT (O.S.)
                         Lady Arwen?

               ARWEN turns towards her COMPANION who stares at her, 
               concerned.

                                     ELF ESCORT
                         We cannot delay.

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

                                     ELF ESCORT
                              (calling)
                         My Lady!

               EXT. RIVENDELL - DAY

               WIDE SHOT: ARWEN'S HORSE gallops over the BRIDGE and through 
               the GATES into RIVENDELL.

               EXT. ELROND'S BALCONY, RIVENDELL - DAY

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

                                     ARWEN
                         What did you see?

               CLOSE ON: ELROND stands -- stunned.

                                     ELROND
                         Arwen?

               ANGLE ON: ARWEN breathing hard, walking towards ELROND with 
               a fierce light in her eyes...

                                     ARWEN
                         You have the gift of foresight -- 
                         tell me what you have seen.

               CLOSE ON: ELROND his face grim.

                                     ELROND
                         I looked into your future and I saw 
                         death.

                                     ARWEN
                         There is also life.

               Her father turns away ...

                                     ARWEN
                         You saw there was a child... you saw 
                         my son.

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

               He won't look at her...

                                     ELROND
                              (quietly)
                         That future is almost gone.

                                     ARWEN
                         But it is not lost...

                                     ELROND
                         Nothing is certain.

               ANGLE ON: ARWEN gently takes her FATHER'S face in her hands 
               and turns him toward her...

                                     ARWEN
                         Some things are certain. If I leave 
                         him now I will regret it forever.
                              (whisper)
                         Ada, it is time.

               INSERT IMAGE: A HOODED FIGURE ascends a CURVED STAIRCASE 
               towards a GALLERY... The FIGURE stops before a STATUE that 
               holds the BROKEN SHARDS of an ancient sword in its arms.

                                     ARWEN
                         From the ashes of fire shall be woken, 
                         a light from the shadow shall spring, 
                         renewed shall be blade that was 
                         broken...

               INSERT IMAGE: The BLADE shattering in several fragments as 
               ISLIDUR brandishes NARSIL at SAURON.

                                     ARWEN
                         The crownless again shall be King...

               CLOSE ON: The HOODED FIGURE looks up into the sorrowful face 
               of the STATUE... The figure is ARWEN...

                                     ARWEN (V.O.)
                         Reforge the sword.

               INT. ARWEN'S CHAMBER, RIVENDELL - NIGHT

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

                                     ARWEN
                         Ada...

               ANGLE ON: ELROND turns away...

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

               CLOSE ON: ELROND picks up her JOURNAL and takes one of her 
               hands in his...

                                     ELROND
                         Your hands are cold.
                              (distressed)
                         The life of the Eldar is leaving 
                         you.

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

                                     ELROND
                         It has begun.

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

               ANGLE ON: ELROND, he understands now that to protect his 
               daughter, he must trust her...

               INSERT IMAGES: A BROKEN SWORD GLOWS with RED HEAT... It's 
               BLADE in SEVERAL FRAGMENTS.

               IMAGE: A HEAVY HAMMER pounds the RED-HOT BLADE on an ANVIL... 
               As ELVEN-SMITHS TEMPER the STEEL.

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

               CLOSE ON: The SWORD is withdrawn from a POOL OF STEAMING 
               WATER... LIGHT SHIMMERS as the WATER DROPS slide down the 
               BLADE of NARSIL, the SWORD that was broken has been remade.

                                                               DISSOLVE TO:

               EXT. FOOTHILLS OF WHITE MOUNTAINS - NIGHT

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

               ...as SHADOWFAX THUNDERS through the NIGHT.

                                                               DISSOLVE TO:

               EXT. FOOTHILLS OF WHITE MOUNTAINS - DAY

               ANGLE ON: SHADOWFAX powers along the COUNTRYSIDE.

               ANGLE ON: PIPPIN, huddled in front of GANDALF, the WIND 
               sailing through his hair.

                                     GANDALF
                         We have just passed into the realm 
                         of Condor!

               EXT. MINAS TIRITH - DAWN

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

               ANGLE ON: Before them is the DARK MASS of Mount Mindolluin, 
               its tall WHITE FACE whitening in the RISING SUN. Upon its 
               outthrust knee is the Guarded City: MINAS TIRITH.

               With SEVEN WALLS OF WHITE STONE, so strong and old that it 
               seems to have been not built, MINAS TIRITH looks carven by 
               giants out of the bones of the earth.

                                     GANDALF
                         Minas Tirith... City of the Kings.

               Suddenly the SUN climbs over the eastern hills, and sends 
               forth a SHAFT OF SUNLIGHT that GLEAMS against the face of 
               the CITY. The TOWER OF ECTHELION stands high within the 
               topmost walls. WHITE BANNERS break and FLUTTER from the 
               BATTLEMENTS in the morning breeze.

               EXT. MINAS TIRITH STREETS - DAY

               GANDALF steering SHADOWFAX up the STEEP STREETS of MINAS 
               TIRITH.

               ANGLE ON: The stares of frightened GONDORIANS as GANDALF and 
               PIPPIN gallop through the WINDING STREETS...

               AERIAL SHOT: SHADOWFAX, carrying GANDALF and PIPPIN up towards 
               the 7th LEVEL.

               MINAS TIRITH is built in 7 LEVELS -- each behind a CIRCULAR 
               DEFENSIVE WALL. Each level rises -- the city reaches a height 
               of nearly 1000 FEET on its TOPMOST LEVEL.

               A towering BASTION of NATURAL ROCK -- shaped like a sharp 
               ship's prow -- bisects the city from the 2nd LEVEL to the 
               TOP.

               EXT. MINAS TIRITH, COURT OF THE KINGS - DAY

               SHADOWFAX arrives at a GREAT CITADEL on the SUMMIT of the 
               CITY -- 1000 FEET above the PELENNOR FIELDS.

               GANDALF and PIPPIN dismount, leaving the GUARDS of the CITADEL 
               to tend to SHADOWFAX. GANDALF hurries off...

               CLOSE ON: PIPPIN as he takes in his surroundings, his eye 
               caught by a DEAD TREE that stands in the middle of the COURT, 
               FOUR SOLEMN CITADEL GUARDS standing sentry around it.

                                     PIPPIN
                              (whisper)
                         It's the tree.
                              (hurrying after GANDALF)
                         Gandalf! Gandalf!

                                     GANDALF
                         Yes, the white tree of Gondor. The 
                         tree of the King.

               GANDALF leads PIPPIN across a FLAT COURT of WHITE STONES, 
               surrounded by GREEN LAWNS... towards a GREAT HALL beneath 
               THE GLEAMING TOWER.

                                     GANDALF
                         Lord Denethor, however, is not the 
                         King. He is a steward only. A 
                         caretaker of the throne.

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

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

               CLOSE ON: PIPPIN, suitably chastened, nods.

               INT. MINAS TIRITH TOWER HALL - DAY

               ANGLE ON: A LONG SOLEMN HALL... with ROWS OF BLACK MARBLE 
               PILLARS. Between the pillars stand a silent company of TALL 
               KINGS carved in cold STONE.

               GANDALF strides down the HALL, with PIPPIN following 
               obediently behind.

               At the FAR END, upon a DAIS OF MANY STEPS, sits a LARGE, 
               EMPTY THRONE... and on the wall behind is the IMAGE of a 
               FLOWERING WHITE TREE set in GEMS.

               At the FOOT of the DAIS, in a small STONE CHAIR, sits an OLD 
               MAN, gazing at his lap: DENETHOR -- the Lord Steward of 
               CONDOR.

                                     GANDALF
                         Hail, Denethor, Son of Ecthelion, 
                         Lord and Steward of Gondor.

               DENETHOR does not look up as GANDALF and PIPPIN approach.

                                     GANDALF
                         I come with tidings in this dark 
                         hour -- and with counsel.

               DENETHOR slowly raises COLD EYES...

                                     DENETHOR
                              (bitter)
                         Perhaps you come to explain this?

               DENETHOR holds up BOROMIR'S BROKEN HORN...

                                     DENETHOR
                         Perhaps you come to tell me why my 
                         son is dead?

               CLOSE ON: PIPPIN remembering...

               INSERT IMAGE: BOROMIR, as URUK-HAI arrows thud into his body, 
               he falls to his KNEES...

               PIPPIN starts forward unable to say nothing...

                                     PIPPIN
                         Boromir died to save us... my kinsman 
                         and me... he fell, defending us from 
                         many foes.

               CLOSE ON: DENETHOR pain flickers in his eyes.

                                     GANDALF
                              (hurried whisper)
                         Pippin!

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

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

               DENETHOR looks at PIPPIN blankly, overcome with grief.

                                     GANDALF
                              (to PIPPIN)
                         Get up!
                              (addressing DENETHOR)
                         My Lord, there will be a time to 
                         grieve for Boromir, but it is not 
                         now. War is coming... the Enemy is 
                         on your doorstep. As Steward, you 
                         are charged with the defence of this 
                         city. Where are Condor's armies?

               DENETHOR gaze turns slowly on GANDALF...

                                     GANDALF
                         You still have friends -- you are 
                         not alone in this fight. Send word 
                         to Theoden of Rohan. Light the 
                         beacons.

               DENETHOR smiles at GANDALF, as if amused by something.

                                     DENETHOR
                              (softly)
                         You think you are wise, Mithrandir, 
                         yet for all your subtleties you have 
                         not wisdom. Do you think the eyes of 
                         the White Tower are blind? I have 
                         seen more than you know. With your 
                         left hand you would use me as a shield 
                         against Mordor and with your right 
                         you would seek to supplant me.

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

                                     DENETHOR
                              (contemptuous)
                         I know who rides with Theoden of 
                         Rohan. Oh, yes. Word has reached my 
                         ears of this Aragorn, son of Arathorn, 
                         and I tell you now, I will not bow 
                         to this Ranger from the North -- 
                         last of a ragged house, long bereft 
                         of Lordship.

                                     GANDALF
                              (stung)
                         Authority is not given to you to 
                         deny the return of the King -- 
                         Steward!

                                     DENETHOR
                              (explosive)
                         The rule of Condor is mine, and no 
                         others!

               CLOSE ON: PIPPIN, horrified. GANDALF looks at Denethor closely 
               for a moment, then turns on his heel to leave, PIPPIN follows.

                                     GANDALF
                         Come.

               GANDALF and PIPPIN stride from the TOWER HALL... DENETHOR 
               slumps back into his SEAT.

               INT. MINAS TIRITH, PIPPIN'S QUARTERS - NIGHT

               ANGLE ON: PIPPIN is carefully laying out a SMALL UNIFORM of 
               the ROYAL GUARD on a bed.

                                     PIPPIN
                         So, I imagine this is just a 
                         ceremonial position... I mean, they 
                         don't actually expect me to do any 
                         fighting... do they?

               WIDE: GANDALF STANDING QUIETLY on a BALCONY that overlooks 
               the GREAT CITY.

                                     GANDALF
                         You're in the service of the Steward 
                         now -- you're going to have to do as 
                         you're told, Peregrin Took...
                              (under his breath)
                         Guard of the Citadel!

               EXT. MINAS TIRITH BALCONY - NIGHT

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

                                     PIPPIN
                         It's so quiet.

               GANDALF watches the young HOBBIT.

                                     GANDALF
                         It's the deep breath before the 
                         plunge.

                                     PIPPIN
                         I don't want to be in a battle... 
                         but waiting on the edge of one I 
                         can't escape is even worse.
                              (tense)
                         Is there any hope, Gandalf -- for 
                         Frodo and Sam?

               GANDALF joins PIPPIN as they look towards the distant, jagged 
               MOUNTAINS of MORDOR...

                                     GANDALF
                         There never was much hope.

               PIPPIN looks up at him, unnerved. GANDALF gives him a small 
               self-deprecating smile...

                                     GANDALF
                         Just a fool's hope.

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

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

               INSERT IMAGE: GIANT MUMAKIL carrying ARMIES upon their backs

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

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

                                     GANDALF (V.O.)
                         Mercenaries from the coast... All 
                         will answer Mordor' s call.

               ANGLE ON: GANDALF... he is almost talking to himself now... 
               like a man unable to prevent a sure disaster.

                                     GANDALF
                         This will be the end of Gondor as we 
                         know it. Here the hammerstroke will 
                         fall hardest.

               INSERT IMAGE: The BATTLE-SCARRED CITY of OSGILIATH -- last 
               bastion between MINAS TIRITH and MORDOR...

                                     GANDALF (V.O.)
                         If the river is taken, if the garrison 
                         at Osgiliath falls, the last defence 
                         of this city will be gone.

               CLOSE ON: PIPPIN... desperately seeking reassurance.

                                     PIPPIN
                         But we have the White Wizard. That's 
                         got to count for something.

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

                                     PIPPIN
                              (nervous)
                         Gandalf?

               GANDALF stares into the distance as if seeing something in 
               his mind's eye.

               INSERT IMAGE: A TOWERING, HOODED FIGURE, DRESSED in BLACK, 
               is being dressed in ARMOUR by attendant ORCS...

                                     GANDALF (V.O.)
                         Sauron has yet to reveal his deadliest 
                         servant... The one who will lead 
                         Mordor's armies in war, the one they 
                         say no living man can kill.

               CLOSE ON: GANDALF still staring intently as if facing his 
               enemy in person.

                                     GANDALF
                         The Witchking of Angmar...
                              (he looks down at a 
                              startled PIPPIN)
                         You've met him before...

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

                                     GANDALF
                         He stabbed Frodo on Weathertop.

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

               PIPPIN blanches at the MEMORY...

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

               EXT. MINAS MORGUL - NIGHT

                                     GANDALF (V.O.)
                         And Minas Morgul is his lair.

               ANGLE ON: FRODO and SAM clamber into a SMALL GULLY beside a 
               ROUGH-HEWN ROAD... GOLLUM CAREFULLY peers OVER the lip of 
               the GULLY.

               ANGLE ON: MINAS MORGUL, a MASSIVE DEAD CITY, set upon a ROCKY 
               KNEE at the HEAD OF THE morgul valley. CORRUPT and LOATHSOME, 
               it glows with a SICKLY LUMINOUS LIGHT -- like a CORPSE CANDLE.

               TWO HUGE, BESTIAL STONE STATUES guard the BRIDGE that leads 
               to the CITY...

                                     GOLLUM
                              (whisper)
                         The Dead City, very nasty place, 
                         full of... enemies.

               GOLLUM, FRODO and SAM hurry from their COVER scampering in 
               the SHADOWS towards MINAS MORGUL...

                                     GOLLUM
                              (hissed whisper)
                         Quick! Quick! They will see, they 
                         will see.

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

                                     GOLLUM
                         Come away, come away. Look! We have 
                         found it.

               FRODO and SAM look AGHAST at the sight of a NARROW, 
               NEARVERTICAL STAIRCASE, cut into the ROCK-FACE... Directly 
               in FRONT of the MINAS MORGUL GATES.

                                     GOLLUM
                         The way into Mordor!

               ANGLE ON: Following the STAIRS... HIGHER and HIGHER up the 
               sheer western side of the MORGUL VALLEY -- to the HIGH PEAKS 
               of the razor-like MOUNTAINS OF MORDOR.

                                     GOLLUM
                         The secret stairs... climb!

               SUDDENLY! FRODO staggers across the ROAD... as if some FORCE, 
               other than his own will, is at work! He lurches towards the 
               BRIDGE... towards MINAS MORGUL!

                                     SAM
                         No, Mr. Frodo!

                                     GOLLUM
                              (desperate)
                         Not that way!

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

                                     GOLLUM
                         What's it doing?

                                     SAM
                         No!

               SAM and GOLLUM pull FRODO from the BRIDGE.

                                     FRODO
                              (disorientated)
                         They're calling me!

               FRODO falls to the GROUND.

               AT THAT MOMENT: the GROUND QUIVERS, and a great RUMBLING 
               NOISE rolls across the ground and ECHOES in the mountains.

               The cold, dull MORGUL VALLEY is suddenly VIOLENT and FIERCE, 
               as UPRUSHING FLAME springs from MOUNT DOOM.

               MINAS MORGUL ANSWERS: A FLARE of LIVID LIGHTNING, FORKS of 
               BLUE FLAME, SPRING UP from the TOWER into the SULLEN CLOUD.

                                                             INTERCUT WITH:

               EXT. MINAS TIRITH BALCONY - NIGHT

               ANGLE ON: VIOLENT FIERY FLASHES light the CLOUD above 
               MORDOR... SHARP THUNDER rolls across 40 MILES to MINAS TIRITH.

               CLOSE ON: PIPPIN looking on in FRIGHTENED AWE. GANDALF'S 
               comforting HAND rests on his shoulder.

                                                             INTERCUT WITH:

               EXT. MINAS MORGUL - NIGHT

               SAM and GOLLUM lead FRODO to the STAIRS...

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

                                     GOLLUM
                         Hide! Hide!

                                                             INTERCUT WITH:

               EXT. MINAS TIRITH BATTLEMENTS - NIGHT

               ANGLES ON: FACES of SOLDIERS and CIVILIANS of MINAS TIRITH 
               as they watch from the PARAPETS of the CITY.

                                                             INTERCUT WITH:

               EXT. MINAS MORGUL - NIGHT

               FRODO and SAM sink to the ground, holding their hands against 
               their ears, as out of the CITY comes a RENDING SCREECH...

               SHIVERING, rising swiftly to a PIERCING PITCH beyond the 
               range of hearing. The terrible CRY ends, falling back through 
               a long sickening WAIL, to SILENCE.

               ANGLE ON: FRODO slowly RAISES HIS HEAD... across the NARROW 
               VALLEY, directly opposite the HOBBITS, the LORD OF THE NAZGUL --
               the WITCH KING -- suddenly RISES UP out of the DEAD CITY on 
               his FELL-BEAST!

               ...as the WITCH KING settles on the BATTLEMENTS of MINAS 
               MORGUL. His DARK HEAD turns this way and that, sweeping the 
               shadows with unseen eyes -- as if SENSING the RING!

               ANGLE ON: FRODO breaking out into a COLD SWEAT. He squeezes 
               his eyes shut, clutching at his SHIRT as if it's on FIRE!

                                     FRODO
                              (gasping)
                         I can feel his blade!

               THE CAVERNOUS GATE of MINAS MORGUL swings OPEN...

               ...and a HUGE ARMY MARCHES OUT!

               RANK upon RANK of ARMOUR CLAD ORCS, moving SWIFTLY and 
               SILENTLY, pass close to FRODO and SAM in an ENDLESS STREAM 
               of RAGGED COLUMNS!

               EXT. MINAS TIRITH BALCONY - NIGHT

               CLOSE ON: GANDALF...

                                     GANDALF
                              (quiet)
                         We come to it at last... the great 
                         battle of our time.

                                                             INTERCUT WITH:

               EXT. MINAS MORGUL - NIGHT

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

                                     GANDALF (V.O.)
                         This war is long planned. Sauron has 
                         hated the west through many ages... 
                         It is a hatred that flows from the 
                         depths of time, across the deeps of 
                         the Sea.

               The WITCH KING SWOOPS down the VALLEY to join the HEAD of 
               his ARMY. He vanishes into the GLOOM -- a shadow into shadow.

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

                                     GOLLUM
                              (urgent)
                         Come, hobbits. We climb -- we must 
                         climb!

               ANGLE ON: FRODO, SAM and GOLLUM climb the STONY STAIRS high 
               above the MARCHING ARMY.

               EXT. MINAS TIRITH BALCONY - NIGHT

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

                                     GANDALF
                              (to himself)
                         The board is set, the pieces are 
                         moving.

               EXT. MINAS TIRITH SIXTH LEVEL - NIGHT

               ANGLE ON: GANDALF striding BACK STREETS of the CITY... so 
               DETERMINED and PURPOSEFUL is he, that PIPPIN has to RUN to 
               keep up. GANDALF suddenly stops and looks down at PIPPIN...

                                     GANDALF
                         Peregrin Took, my lad, there is a 
                         task to be done. Another opportunity 
                         for one of the Shire-folk to prove 
                         their great worth!

               GANDALF kneels down and looks at PIPPIN earnestly, his hand 
               on PIPPIN'S shoulder.

                                     GANDALF
                         You must not fail me.

               GANDALF watches as PIPPIN hurries away.

               EXT. WEST OSGILIATH, RIVER ANDUIN - NIGHT

               WIDE ON: An ANCIENT STONE BRIDGE which spans the RUINS of 
               EAST and WEST OSGILIATH -- a once MIGHTY GONDORIAN CITY.

               WIDE ON: ITHILIEN RANGERS patrolling the BRIDGE and the 
               RIVERBANK.

               WEST OSGILIATH has fallen into disrepair, but the DESOLATION 
               of EAST OSGILIATH is more pronounced -- it is held by the 
               FORCES of MORDOR.

               CAMERA tracks down beneath the BRIDGE to the DARK WATERS... 
               catching a STEALTHY MOVEMENT...

               ANGLE ON: MANY BOATS, carrying MURDEROUS-LOOKING ORCS, are 
               quietly tracking down the RIVER. On board several HUNCHED 
               FIGURES steer with LONG OARS.

                                     GOTHMOG
                              (to his oarsmen)
                         Quiet!

               EXT. WEST OSGILIATH, RIVER ANDUIN - NIGHT

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

                                     FARAMIR
                              (urgent)
                         To the river -- quick!

               ANGLE ON: ITHILIEN RANGERS take position; they are all 
               WEATHERED, HARDENED, PROFESSIONAL SOLDIERS... Watchful, ready, 
               waiting...

                                     GOTHMOG
                         Faster!

               ON THE RIVER the BOATS quietly advance.

                                     ORC COMMANDER
                         Draw swords!

               ANGLE ON: FARAMIR and his SOLDIERS lie in wait. As the BOATS 
               arrive HUNDREDS of ORCS race ashore. FARAMIR steps out, his 
               SWORD drawn. A FIERCE BATTLE ensues, but FARAMIR is unable 
               to stop the advance as HUNDREDS OF ORCS cross the WIDE BRIDGE 
               into WEST OSGILIATH.

               EXT. MOUNT MINDOLLUIN - DAWN

               HIGH ANGLE ON: A DIZZYING VIEW... Looking down on MINAS 
               TIRITH, 1000 FEET BELOW, as PIPPIN desperately scrambles up 
               the ROCKY MOUNTAINSIDE.

               EXT. MINAS TIRITH BEACON - DAWN

               PIPPIN clambers over a ROCKY LEDGE and ducks behind a STONE 
               WALL... panting HEAVILY.

               ANGLE ON: An ancient STONE LEDGE holds a GREAT PILE of 
               FIREWOOD, secured in stacked bundles... The MINAS TIRITH 
               BEACON!

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

                                                             INTERCUT WITH:

               EXT. MINAS TIRITH STREETS - DAWN

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

                                                             INTERCUT WITH:

               EXT. MINAS TIRITH BEACON - DAWN

               ANGLES ON: PIPPIN as he stealthily manages to POUR OIL on 
               the WOOD and set a FLAME to it!

               Within SECONDS, the GREAT PYRE is alight! The GUARDS look on 
               in TOTAL SURPRISE as the FLAMES ERUPT into the TWILIGHT SKY.

                                                             INTERCUT WITH:

               EXT. MINAS TIRITH STREETS

               ANGLE ON: GANDALF as the BEACONS burst into FLAMES... His 
               eyes flash briefly with TRIUMPH before he hurries off...

               EXT. MINAS TIRITH BATTLEMENTS - DUSK

               ANGLE ON: The BEACON glows BRIGHTLY on the slopes of MOUNT 
               MINDOLLUIN, high above MINAS TIRITH...

               PULL BACK: GANDALF hurries to the BATTLEMENT, looking further 
               west along the WHITE MOUNTAINS.

                                     GANDALF
                              (to himself)
                         Amon Din... come on...

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

               NOISY COMMOTION in the city as PEOPLE realise the BEACONS 
               have been lit!

                                     SOLDIER
                              (yelling)
                         The beacon! The beacon at Amon Din 
                         is lit!

               FLASH INSERT: DENETHOR staring at the BEACON from the CITADEL 
               WINDOW... a look of BLACK FURY on his face.

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

                                     GANDALF
                              (to himself)
                         Hope is kindled.

                                                                    CUT TO:

               EXT. WHITE MOUNTAINS AERIAL - NIGHT

               AERIAL SHOT: MOVING over the WHITE MOUNTAINS... as the TRAIL 
               of GREAT FIRES slowly winds from PEAK TO PEAK.

               EXT. EDORAS COURTYARD - DAWN

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

               ON THE SOUNDTRACK: A BELL TOLLS urgently!

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

               PULL BACK: ARAGORN runs towards the GOLDEN HALL.

               INT. EDORAS, GOLDEN HALL - DAWN

               CLOSE ON: ARAGORN bursts into the GOLDEN HALL.

                                     ARAGORN
                         The beacons of Minas Tirith! The 
                         beacons are lit! Condor calls for 
                         aid!

               ANGLE ON: THEODEN looks up startled.

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

               CLOSE ON: THEODEN his head lowered... Slowly it rises -- he 
               looks ARAGORN in the EYE.

                                     THEODEN
                         Then Rohan will answer. Muster the 
                         Rohirrim!

               EXT. EDORAS COURTYARD - DAWN

               WIDE ON: EDORAS LOOKOUT... A SOLDIER RINGING the GREAT BELL 
               in alarm as below, in the COURTYARD, SOLDIERS mount their 
               STEEDS amid great activity.

               ANGLE ON: THEODEN striding purposefully outside, flanked by 
               EOMER and his SOLDIERS...

                                     THEODEN
                         Assemble the army at Dunharrow -- as 
                         many men as can be found. You have 
                         two days... On the third, we ride 
                         for Condor... and war!

               ANGLE ON: THEODEN strides onto the PARAPETS...

                                     THEODEN
                         Gamling, make haste across the 
                         Riddermark... Summon every able-bodied 
                         man to Dunharrow!

               ANGLE ON: THEODEN watches as below the SOLDIERS prepare.

               ANGLE ON: EOWYN hurriedly pulling on RIDING GLOVES, preparing 
               to mount her HORSE.

                                     ARAGORN
                         You ride with us?

               EOWYN turns and runs SMACK into ARAGORN...

                                     EOWYN
                         Just to the encampment. It's tradition 
                         for the women of the Court to farewell 
                         the men.

               ARAGORN smiles... reaching past her, he lifts a cover to 
               reveal a SWORD, strapped to the side of the saddle of her 
               HORSE.

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

                                     EOWYN
                              (softly)
                         The Men have found their Captain -- 
                         they will follow you into battle, 
                         even to death.
                              (quietly)
                         You have given us hope.

               PULL BACK: to reveal THEODEN stares around at the STREETS 
               and PEOPLE of EDORAS... it is as if he knows he will not see 
               this place again.

                                     THEODEN (V.O.)
                         So... It is before the walls of Minas 
                         Tirith that the doom of our time 
                         will be decided.

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

                                     EOMER
                         Now is the hour! Riders of Rohan -- 
                         oaths you have taken. Now, fulfil 
                         them all -- to Lord and land!

               EXT. PLAINS OF ROHAN - DAY

               ANGLE ON: THEODEN astride SNOWMANE, as he, EOMER, ARAGORN & 
               MERRY and LEGOLAS & GIMLI ride out AMID a GREAT COLUMN of 
               ROHIRRIM, THUNDERING towards DUNHARROW in the MOUNTAINS.

               EXT. WEST OSGILIATH, RIVER ANDUIN - DAY

               ANGLE ON: FARAMIR and his MEN are fighting a losing BATTLE 
               against the MORDOR invasion.

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

                                     FARAMIR
                         Tell the men to break up. We ride 
                         for Minas Tirith.

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

                                     RANGER
                         Nazgul!

               SPINNING ANGLE: FARAMIR looks up at the SKY... ITHILIEN 
               RANGERS are suddenly nervous, frightened... A HUGE SHADOW 
               passes overhead!

                                     FARAMIR
                         Take cover!

               A SUDDEN TERRIFYING SHRIEK rends the AIR!

                                     FARAMIR
                         Pull back! Pull back to Minas Tirith!

               ANGLE ON: SOLDIERS RETREATING through the RUINS of the CITY 
               as, high in the sky above, the NAZGUL swoop...

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

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

               ANGLE ON: The HIDEOUSLY deformed features of GOTHMOG standing 
               over the prone figure of the INJURED RANGER.

               Grabbing a spear from a nearby underling, GOTHMOG drives the 
               shaft into MADRIL'S chest...

               CLOSE ON: GOTHMOG surveys the carnage with satisfaction.

                                     GOTHMOG
                         The age of men is over. The time of 
                         the Orc has come.

               EXT. PELENNOR FIELDS - DAY

               FARAMIR and a few survivors flee WEST OSGILIATH, desperately 
               riding toward MINAS TIRITH... in the SKY above DARK SHAPES 
               pursue them...

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

               TILT DOWN: following the NAZGUL as it SWOOPS out of LOWLYING, 
               MURKY CLOUDS tossing MEN in the AIR like LIMP RAG-DOLLS!

               AT THAT MOMENT: Across the PLAIN, a FIGURE clothed in WHITE 
               rides towards them!

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

               EXT. PELENNOR FIELDS - DAY

               WIDE ON: GANDALF as he spurs SHADOWFAX forward! PIPPIN clings 
               tightly to the great horses MANE.

               ANGLE ON: FARAMIR, SWORD in hand, remains at the REAR, trying 
               desperately to fend off the DEADLY ASSAULT...

               AGAIN the FELL-BEASTS DIVE low...

               GANDALF thunders into view, raising his STAFF...

               A SHAFT OF WHITE LIGHT suddenly stabs upwards! The NAZGUL 
               SWERVES AWAY from the LIGHT, as it pierces the LOW CLOUD!

               For a BRIEF MOMENT, SUNLIGHT streams through the hole onto 
               PELENNOR FIELDS... The NAZGUL circle away from the SUN RAYS, 
               swiftly spiralling higher and higher.

               The NAZGUL defeated, GANDALF and the RANGERS ride towards 
               the safety of MINAS TIRITH.

               EXT. MINAS TIRITH GATES - DAY

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

                                     IORLAS
                         Open the Gates! Pull!

               The GREAT GATES OPEN, allowing GANDALF, PIPPIN, FARAMIR and 
               the OSGILIATH SURVIVORS to RIDE IN... Nearly 100 WOUNDED AND 
               SHOCKED MEN.

               AS GANDALF pulls SHADOWFAX up...

                                     FARAMIR
                         Mithrandir!

               ANGLE ON: FARAMIR STEERS HIS HORSE through the CROWD towards 
               GANDALF...

                                     FARAMIR
                         They broke through our defences. 
                         They have taken the bridge and the 
                         West Bank. Battalions of Orcs are 
                         crossing the River.

                                     IORLAS
                         It is as the Lord Denethor predicted -- 
                         long has he foreseen this doom!

                                     GANDALF
                         Foreseen and done nothing!

               FARAMIR suddenly STARES at PIPPIN. GANDALF reads the surprise 
               in his eyes.

                                     GANDALF
                         Faramir?... This is not the first 
                         halfling to have crossed your path...

               FARAMIR shakes his head.

                                     FARAMIR
                         No.

                                     PIPPIN
                              (disbelief)
                         You've seen Frodo and Sam?

               FARAMIR NODS.

                                     GANDALF
                         Where? When?

                                     FARAMIR
                         In Ithilien, not two days ago. Gandalf -- 
                         they are taking the road to the Morgul 
                         Vale.

                                     GANDALF
                              (shocked realisation)
                         ...And then the Pass of Cirith Ungol.

               CLOSE ON: GANDALF, deeply troubled.

                                     PIPPIN
                         What does that mean? What's wrong?

                                     GANDALF
                              (urgent)
                         Faramir... Tell me everything.

               EXT. CIRITH UNGOL STAIRS - NIGHT

               ANGLE ON: FRODO and SAM following GOLLUM up the dizzying 
               STAIRWAY, carved into the SHEER CLIFF.

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

               They are so STEEP that FRODO and SAM climb as if on a LADDER -- 
               their desperate FINGERS clinging to the STEPS ABOVE -- trying 
               not to look at the LONG BLACK FALL below them.

               ANGLE ON: FRODO'S foot slips and for a brief moment he is 
               HANGING PRECARIOUSLY from the ROCK-FACE.

                                     GOLLUM
                         Careful, Master -- careful! Very far 
                         to fall. Very dangerous on the stairs.

               EXT. CIRITH UNGOL LEDGE - NIGHT

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

                                     GOLLUM
                         Come, Master.

               CLOSE ON: FRODO tries to CLAMBER UP onto the LEDGE... as he 
               does, the RING slips out of his SHIRT and DANGLES in FULL 
               VIEW of GOLLUM!

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

                                     GOLLUM
                              (dreamlike)
                         Come to Smeagol.

               ANGLE ON: FRODO, head bowed, trying to pull himself up. He 
               doesn't notice GOLLUM'S HAND reaching for the RING!

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

               ANGLE ON: SAM, still TEETERING on the PRECIPITOUS STAIRS 
               DRAWS HIS SWORD!

                                     SAM
                              (alarmed yell)
                         Mr. Frodo!

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

                                     SAM
                         Get back, you. Don't touch him!

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

               GOLLUM'S out-stretched HAND suddenly GRASPS FRODO'S ARM 
               pulling him SAFELY onto the LEDGE.

               GOLLUM glares down at SAM.

                                     GOLLUM
                         Why does he hates poor Smeagol? What 
                         has Smeagol ever done to him? Master?

               CLOSE ON: GOLLUM blinks, masking the MALICE of his EYES with 
               their heavy pale lids.

                                     GOLLUM
                         Master carries heavy burden... Smeagol 
                         knows... Heavy, heavy burden. Fat 
                         one cannot know. Smeagol look after 
                         Master.

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

                                     GOLLUM
                              (rasping whisper)
                         He wants it -- he needs it. Smeagol 
                         sees it in his eye. Very soon he 
                         will ask you for it -- you will see... 
                         the Fat One will take it from you.

               CLOSE ON: FRODO looking at SAM... his hand strays to his 
               NECK, closing tight around the RING.

                                                                    CUT TO:

               EXT. OSGILIATH - DAY

               HIGH ABOVE OSGILIATH, the SINISTER PROFILE of the WITCH KING 
               seated on a FELL BEAST as GOTHMOG stands, awaiting his orders.

                                     WITCH KING
                              (clinical)
                         Send forth all legions. Do not stop 
                         the attack until the city is taken. 
                         Slay them all.

                                     GOTHMOG
                         What of the Wizard?

               SLOWLY the WITCH KING'S HEAD turns...

                                     WITCH KING
                         I shall break him.

               EXT. MINAS TIRITH BATTLEMENTS - DAY

               REACTIONS: OF GONDORIAN SOLDIERS upon the MINAS TIRITH 
               BATTLEMENTS... AWE... FEAR... TERROR!

               ANXIOUS SOLDIERS crowd around GANDALF.

                                     SOLDIER 1
                              (worried)
                         Where are Theoden's riders?

                                     SOLDIER 2
                         Will Rohan's army come?

                                     SOLDIER 1
                         Mithrandir?

                                     GANDALF
                              (grim)
                         Courage is the best defence that you 
                         have now.

                                                                    CUT TO:

               INT. MINAS TIRITH TOWER HALL - DAY

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

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

                                     DENETHOR
                         And I shall not forget it, nor fail 
                         to reward that which is given...

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

                                     DENETHOR
                         ...fealty with love...

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

                                     DENETHOR
                         ...valour with honour...

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

                                     DENETHOR
                         ...disloyalty with vengeance.

               DENETHOR addresses his meal...

                                     DENETHOR
                              (reasonable)
                         I do not think we should so lightly 
                         abandon the outer defences; defences 
                         that your brother long held intact.

                                     FARAMIR
                         What would you have me do?

                                     DENETHOR
                         I will not yield the River and 
                         Pelennor unfought -- Osgiliath must 
                         be retaken.

                                     FARAMIR
                         My Lord, Osgiliath is overrun.

                                     DENETHOR
                         Much must be risked in war. Is there 
                         a Captain here who still has the 
                         courage to do his Lord's will?

               CLOSE ON: FARAMIR as he finally realises the truth.

                                     FARAMIR
                              (quietly)
                         You wish now that our places had 
                         been exchanged, that I had died and 
                         Boromir had lived?

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

                                     DENETHOR
                              (coldly)
                         Yes, I wish that.

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

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

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

                                     DENETHOR
                         That will depend on the manner of 
                         your return.

               DENETHOR continues with his meal. FARAMIR exits.

                                                                    CUT TO:

               EXT. CIRITH UNGOL LEDGE - DAWN

               AERIAL SHOT: HIGH above MINAS MORGUL, on the SMALL LEDGE 
               next to the STAIRS, LIE the FIGURES of FRODO, SAM and GOLLUM.

               SAM watches a sleeping GOLLUM suspiciously as he desperately 
               tries to stay awake. SLOWLY, INEVITABLY, SAM, falls asleep.

               CLOSE ON: GOLLUM'S EYES SNAP OPEN... he sits up and quietly 
               crawls towards SAM'S KNAPSACK.

               SAM breathes deeply now, heavily asleep.

               GOLLUM grimaces in DISTASTE as he pulls out the LEMBAS 
               BREAD... Quietly he SPRINKLES CRUMBS over the sleeping SAM.

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

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

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

                                     SMEAGOL
                              (prevaricating)
                         Sneaking? Sneaking? Fat Hobbit is 
                         always so polite. Smeagol shows them 
                         secret ways that nobody else could 
                         find and they say "Sneak!", "Sneak!" 
                         Very nice friends, oh yes, my 
                         Precious, very nice.

                                     SAM
                         Alright, alright -- you just startled 
                         me is all.
                              (peering over the 
                              cliff's edge)
                         What were you doing?

                                     SMEAGOL
                              (sly)
                         Sneaking!

               Too exhausted to argue, SAM turns away.

                                     SAM
                         Fine, have it your own way.

               SAM gently shakes FRODO'S shoulder.

                                     SAM
                         Sorry to wake you, Mr. Frodo. We 
                         have to be moving on.

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

               FRODO sits up slowly.

                                     FRODO
                         It's dark still.

                                     SAM
                         It's always dark here --

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

                                     SAM
                         It's gone... the Elven bread!

                                     FRODO
                              (alarmed)
                         What? That's all we have left!

               SAM slowly turns to GOLLUM...

                                     SAM
                              (dawning realisation)
                         He took it! He must have!

                                     GOLLUM
                              (shocked)
                         Smeagol? No, no, not poor Smeagol. 
                         Smeagol hates nasty Elf bread!

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

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

               CLOSE ON: GOLLUM slaps his hand against SAM'S JACKET... 
               sending LEMBAS CRUMBS RAINING DOWN!

                                     GOLLUM
                         What's this? Crumbs on his jacketses!
                              (fake outrage)
                         He took it! He took it! I seen him, 
                         he's always stuffing himself when 
                         Master's not looking!

                                     SAM
                              (angry)
                         That's a filthy lie!

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

                                     SAM
                              (yelling)
                         You stinking two-faced sneak! Call 
                         me a thief...

                                     FRODO
                              (yelling)
                         Sam! Stop it!

               FRODO pulls SAM off GOLLUM...

                                     SAM
                              (yelling)
                         I'll kill him! I'll kill him!

                                     FRODO
                         No, Sam!

               FRODO COLLAPSES on the GROUND!

               CLOSE ON: SAM'S horrified face!

                                     SAM
                         Alight, I'm sorry, I didn't mean for 
                         it to go so far, I was so angry... 
                         Here, let's rest up a bit.

               SAM attempts to fuss around FRODO...

                                     FRODO
                              (exhausted)
                         I'm alright.

                                     SAM
                         No, no, you're not alright! You're 
                         exhausted! It's that Gollum; it's 
                         this place; it's that thing around 
                         your neck. I could help a bit... I 
                         could carry it for a while -- share 
                         the load.

               CLOSE ON: A terrible light comes into FRODO'S eyes as he 
               STARES into the EARNEST eyes of SAM.

                                     FRODO
                         Get away!

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

                                     SAM
                              (confused)
                         I don't want to keep it... I just 
                         want to help!

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

                                     GOLLUM
                         See! See! He wants it for himself.

                                     SAM
                              (beside himself)
                         Shut up, you! Go away. Get out of 
                         here.

               CLOSE ON: FRODO...

                                     FRODO
                              (quietly)
                         No, Sam... it's you.

               SAM stares at FRODO with DISBELIEF.

                                     FRODO
                         I'm sorry, Sam...

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

                                     SAM
                              (hopelessly)
                         But... he's a liar... he's poisoned 
                         you against me.

                                     FRODO
                         You can't help me anymore.

                                     SAM
                         You don't mean that.

                                     FRODO
                              (eerie calm)
                         Go home.

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

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

               EXT. MINAS TIRITH STREETS - DAY

               ANGLE ON: FARAMIR leading a COLUMN of 200 KNIGHTS through 
               the STREETS towards the CITY GATE... PEOPLE are rushing 
               forward, THROWING FLOWERS over the KNIGHTS.

               CLOSE ON: GANDALF hurries alongside FARAMIR'S HORSE.

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

                                     FARAMIR
                              (deadened)
                         Where does my allegiance lie if not 
                         here?

               GANDALF reads the PAIN in FARAMIR'S eyes... he calls after 
               him, trying one more time to stop the YOUNG MAN.

                                     GANDALF
                         Your father loves you, Faramir!
                              (quietly)
                         And will remember it before the end.

               EXT. MINAS TIRITH BATTLEMENTS - DAY

               HIGH ANGLE: FARAMIR leads the 200 MOUNTED KNIGHTS through 
               the GATES OF MINAS TIRITH and across the PELENNOR FIELDS 
               towards the RUINS of OSGILIATH.

               ANGLE ON: The people of MINAS TIRITH watch from the 
               BATTLEMENTS.

               HIGH WIDE: FARAMIR'S KNIGHTS FAN OUT... to form one straight 
               line of 200 HORSEMEN.

               EXT. WEST OSGILIATH - DAY

               GOTHMOG and his MEN watch as the KNIGHTS approach.

               INT. TOWER HALL, MINAS TIRITH - DAY

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

                                     DENETHOR
                         Can you sing, Master Hobbit?

                                     PIPPIN
                              (uneasy)
                         Well... yes, at least, well enough 
                         for my own people... but we have no 
                         songs for great halls and evil 
                         times... we seldom sing of anything 
                         more terrible than wind or rain.

                                     DENETHOR
                         And why should your songs be unfit 
                         for my halls, or for hours such as 
                         these. Come -- sing me a song!

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

                                     PIPPIN (V.O.)
                         Home is behind, the world ahead, And 
                         there are many paths to tread. Through 
                         shadow to the edge of night Until 
                         the stars are all alight. Mist and 
                         shadow, cloud and shade: All shall 
                         fade, all shall fade.

                                                             INTERCUT WITH:

               EXT. PELENNOR FIELDS/OSGILIATH RUINS - DAY

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

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

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

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

               ANGLE ON: SLOW MOTION... Behind GOTHMOG -- all over the RUINED 
               CITY -- 5000 ORC ARCHERS rise to their feet... BLACK ARROWS 
               already strung on their BOWS!

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

               WIDE PROFILE: SLOW MOTION... FARAMIR'S 200 KNIGHTS ride 
               straight into a BLACK WALL of FLYING ARROWS...

               AS ONE, the HORSES and HORSEMEN collapse into a CARTWHEELING, 
               TUMBLING HEAP... within seconds all are MOTIONLESS.

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

               INT. TOWER HALL, MINAS TIRITH - DAY

               THROUGHOUT the above sequence DENETHOR has continued to EAT.

               ANGLE ON: PIPPIN finishes his bittersweet song... he looks 
               up at DENETHOR who continues as if he has not sent his son 
               to his death.

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

               EXT. MINAS TIRITH COURTYARD - DAY

               GANDALF sits quietly in a COURTYARD, alone, defeated.

               EXT. OSGILIATH BRIDGE - DAY

               GREAT SIEGE TOWERS and CATAPULTS are ROLL along the REPARIED 
               BRIDGE which spans both sides of OSGILIATH... They head 
               straight towards MINAS TIRITH...

               EX. DUNHARROW ENCAMPMENT - DUSK

               ANGLES ON: ARAGORN, THEODEN, EOMER, MERRY, LEGOLAS and GIMLI 
               GALLOP into a VAST CAMP beneath the COVER OF TREES...

               TEEMING with MEN, HORSES and TENTS.

               ANGLE ON: THEODEN acknowledges GRIMBOLD, a MARSHALL OF ROHAN, 
               as he passes by a GROUP of SOLDIERS.

                                     THEODEN
                         Grimbold, how many?

                                     GRIMBOLD
                         I bring five hundred men from the 
                         Westfold, my Lord.

                                     ROHAN MARSHALL (O.S.)
                         We have three hundred more from 
                         Fenmarch, Theoden, King.

               THEODEN smiles grimly as he rides on.

                                     DENETHOR
                              (quietly)
                         Where are the riders from Snowbourne?

                                     GAMLING (O.S.)
                         None have come, My Lord.

               EXT. DUNHARROW PLATEAU - DUSK

               ARAGORN joins THEODEN on a BLUFF overlooking the ENCAMPMENT 
               BELOW...

               CAMERA CRANES to REVEAL: THOUSANDS of MEN and HORSES! Smoke 
               from many small CAMP-FIRES has filled the VALLEY with a 
               TWILIGHT HAZE.

                                     THEODEN
                              (quietly)
                         Six thousand spears... less than 
                         half of what I had hoped for...

               ANGLE ON: ARAGORN turns to THEODEN...

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

                                     THEODEN
                         More will come.

                                     ARAGORN
                         Every hour lost hastens Condor's 
                         defeat. We have till dawn. Then we 
                         must ride.

               CLOSE ON: THEODEN realising what ARAGORN is saying -- no 
               matter the numbers he must commit to war by the morning.

               THEODEN nods.

               The HORSES whinny loudly in the distance... THEODEN looks up 
               at the MOUNTAIN which looms behind them...

               EXT. DUNHARROW PLATEAU - DUSK

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

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

               CLOSE ON: LEGOLAS looking at a group of ROHAN SOLDIERS... 
               they sit quiet and hunched... no-one speaking...

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

                                     LEGOLAS
                              (uneasy)
                         The horses are restless... And the 
                         men are quiet?

                                     EOMER
                         They grow nervous in the shadow of 
                         the mountain...

               GIMLI'S eyes travel to a ROW of ANCIENT STANDING STONES that 
               mark the ENTRANCE to a ROAD leading away from the ENCAMPMENT 
               and INTO the MOUNTAIN.

                                     GIMLI
                         That road there -- where does that 
                         lead?

                                     LEGOLAS
                         It is the road to the Dimholt... The 
                         door under the mountain.

                                     EOMER
                         None who venture there ever return.
                              (under his breath)
                         That mountain is evil...

               ANGLE ON: ARAGORN stands before the road as though 
               transfixed... before him a HORSE whinnies and pulls at his 
               ropes nervously...

               ARAGORN POV: A GHOSTLY FIGURE seems to emerge from the 
               gloom... ARAGORN starts in fright as...

                                     GIMLI (O.S.)
                         Aragorn!

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

                                     GIMLI
                         Let's find some food.

               ARAGORN casts another look back at the ANCIENT STANDING STONES 
               before following GIMLI.

               EXT. DUNHARROW PLATEAU - DUSK

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

               INT. EOWYN'S TENT, DUNHARROW - NIGHT

               ANGLE ON: EOWYN kneels before MERRY, adjusting his HELMET 
               STRAP.

                                     EOWYN
                         There! A true Esquire of Rohan.

               MERRY exhales -- excited and terrified in equal measure. In 
               his EXCITEMENT, he draws his SWORD...

               EOWYN steps back, laughing...

                                     MERRY
                         Sorry. It isn't all that dangerous.
                              (despondent)
                         It isn't even sharp.

                                     EOWYN
                         Well, that's no good. You won't kill 
                         many Orcs with a blunt blade. Come 
                         on.

               EXT. DUNHARROW PLATEAU - NIGHT

               As EOWYN and MERRY leave the tent, EOMER and GAMLING are 
               sitting nearby, finishing a meal... EOWYN ushers MERRY off.

                                     EOWYN
                         To the Smithy -- go!

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

                                     EOMER
                         You should not encourage him.

                                     EOWYN
                         And you should not doubt him.

                                     EOMER
                         I do not doubt his heart... Only the 
                         reach of his arm.

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

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

               ANGLE ON: At the PLATEAU edge, a GUARD looks down the STEEP 
               PRECIPICE as a HORSE and RIDER move along the RIDGE...

               EXT. DUNHARROW TRACK - NIGHT

               ANGLES ON: The HOODED FIGURE slowly RIDES up the NARROW ZIGZAG 
               TRACK leading up to the PLATEAU...

               INT. ARAGORN'S TENT, DUNHARROW - NIGHT

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

                                     GANDALF (V.O.)
                         Look to the Black Ships...

               In ARAGORN'S dream ARWEN suddenly WAKES...

                                     ARWEN (V.O.)
                         I choose a mortal life... I wish I 
                         could have seen him, one last time...

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

               At that moment, ARAGORN wakes, his SWORD quickly in his 
               HAND... A GUARD stands in the DOORWAY...

                                     GUARD
                         King Theoden awaits you, my Lord.

               EXT. DUNHARROW PLATEAU - NIGHT

               ARAGORN hurries towards THEODEN'S TENT...

               INT. THEODEN'S TENT, DUNHARROW PLATEAU - NIGHT

               ANGLE ON: THEODEN looks up as ARAGORN enters.

                                     THEODEN
                         I take my leave.

               ANGLE ON: THEODEN bows slightly to the HOODED FIGURE and 
               LEAVES, shooting ARAGORN a strange look as he goes...

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

                                     ARAGORN
                         My Lord, Elrond.

                                     ELROND
                         I come on behalf of one whom I love.

               ELROND'S face is ETCHED with PAIN...

                                     ELROND
                         Arwen is dying.

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

                                     ARAGORN
                         She stayed?

                                     ELROND
                         She will not long survive the evil 
                         that now spreads from Mordor.

               ELROND'S eyes fall to the EVENSTAR which hangs around 
               ARAGORN'S neck...

                                     ELROND
                         The light of the Evenstar is failing. 
                         As Sauron's power grows, her strength 
                         wanes.

               Arwen's life is now tied to the fate of the Ring. The Shadow 
               is upon us, Aragorn, the end has come.

                                     ARAGORN
                         It will not be our end, but his.

                                     ELROND
                         You ride to war, but not to victory. 
                         Sauron's armies march on Minas Tirith -- 
                         this you know -- but in secret he 
                         sends another force which will attack 
                         from the river...

               CLOSE ON: ARAGORN looks at ELROND in shock.

                                     ELROND
                         A fleet of Corsair ships sails from 
                         the South.

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

                                     ELROND
                         They will be in the city in two 
                         days... You're out-numbered, Aragorn. 
                         You need more men.

                                     ARAGORN
                         There are none.

               ELROND hesitates a BEAT...

                                     ELROND
                              (quietly)
                         There are those who dwell in the 
                         mountain.

               A SUDDEN WIND rushes through the TENT, lifting HANGINGS, 
               scattering MAPS, knocking over GOBLETS...

               As ARAGORN looks at ELROND, an IMAGE FLASHES in his MIND'S 
               EYE... The GHOSTLY FIGURE on the DIMHOLT ROAD...

               ARAGORN looks at ELROND in shock...

                                     ARAGORN
                         Murderers, traitors -- you would 
                         call upon them to fight? They believe 
                         in nothing. They answer to no-one.

                                     ELROND
                         They will answer to the King of 
                         Condor.

               ARAGORN'S eyes fall to a PLAIN BLACK SCABBARD, which ELROND 
               draws from beneath his robes.

               CLOSE ON: ELROND'S long white fingers draw the hilt of a 
               SWORD from the scabbard to reveal... a ELVEN SWORD glints in 
               the firelight!

                                     ELROND
                         Anduril, flame of the West... forged 
                         from the shards of Narsil.

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

                                     ARAGORN
                         Sauron will not have forgotten the 
                         sword of Elendil...

               ARAGORN draws the long blade from its sheath...

                                     ARAGORN
                         ...the blade that was broken shall 
                         return to Minas Tirith.

                                     ELROND
                         The man who can wield the power of 
                         this sword can summon to him an army 
                         more deadly than any that walks this 
                         earth.

               ELROND stares hard at ARAGORN...

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

               A HEAVY SILENCE hangs in the room.

                                     ELROND
                              (ELVISH: with subtitles)
                         Onen i-estel Edain.
                         <I give hope to Men>

                                     ARAGORN
                              (ELVISH: with subtitles)
                         U-chebin estel anim.
                         <I keep none for myself.>

               ANGLE ON: ARAGORN re-sheathes the SWORD.

               EXT. DUNHARROW PLATEAU - NIGHT

               ANGLE ON: As ARAGORN readies BREGO for leaving EOWYN 
               approaches... her temper barely held in check.

                                     EOWYN
                         Why are you doing this?

               ARAGORN looks over his shoulder at her...

                                     EOWYN
                         The war lies to the East. You cannot 
                         leave on the eve of battle. You cannot 
                         abandon the men.

                                     ARAGORN
                         Eowyn...

                                     EOWYN
                         We need you here --

               ARAGORN rounds on her ...

                                     ARAGORN
                         Why have you come?

                                     EOWYN
                              (hesitant)
                         Do you not know?

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

                                     ARAGORN
                              (gentle)
                         It is but a shadow and a thought 
                         that you love... I cannot give you 
                         what you seek.

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

               EXT. DUNHARROW PLATEAU - NIGHT

               ANGLE ON: ARAGORN leads his horse through the TENTS towards 
               the DIMHOLT ROAD.

               A LIGHT FLARES ahead of him...

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

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

               ARAGORN looks at GIMLI -- GRATEFUL for his COURAGE but 
               determined to go ALONE.

                                     ARAGORN
                         Not this time... This time you must 
                         stay, my friend.

                                     LEGOLAS (O.S.)
                         Have you learnt nothing of the 
                         stubbornness of Dwarves?

               ANGLE ON: ARAGORN looks at LEGOLAS as he appears, leading 
               his HORSE -- already SADDLED.

               GIMLI steps closer to ARAGORN.

                                     GIMLI
                         You might as well accept it -- we're 
                         going with you, laddie.

               ARAGORN shakes his head, smiling his acceptance.

               ANGLE ON: ARAGORN, LEGOLAS and GIMLI as they slowly ride 
               towards the BACK of the PLATEAU... Past the ANCIENT STANDING 
               STONES that lead to the NARROW PASS.

               EXT. DUNHARROW PLATEAU - NIGHT

               ANGLE ON: THEODEN and GAMLING watch the RETREATING FIGURES 
               of ARAGORN, LEGOLAS and GIMLI... ROHAN SOLDIERS emerge from 
               their tents, crestfallen to see ARAGORN leave.

               ARAGORN, LEGOLAS and GIMLI disappear into the SHADOWS of the 
               MOUNTAINS. The ROHAN SOLDIERS murmur among themselves, "What's 
               happening?", "Where's he going?"

                                     GAMLING
                         Lord Aragorn!

                                     ROHAN SOLDIER (O.S.)
                         Why does he leave on the eve of 
                         battle?

                                     GAMLING
                         He leaves because there is no hope.

               CLOSE ON: THEODEN as he moves forward.

                                     THEODEN
                         He leaves because he must.

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

                                     THEODEN
                         No, we cannot...
                              (surveying his 
                              frightened Men)
                         But we will meet them in battle, 
                         nonetheless.

               EXT. THEODEN'S TENT, DUNHARROW PLATEAU - DAWN

               ANGLE ON: THEODEN looks at EOWYN who stands as if turned to 
               stone... she is looking up at a LIGHTENING SKY... The QUIET 
               before the MEN depart for WAR...

                                     THEODEN
                              (gentle)
                         I have left instruction: the people 
                         are to follow your rule in my stead... 
                         take up my seat in the Golden Hall... 
                         long may you defend Edoras if the 
                         battle goes ill.

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

               She speaks without emotion.

                                     EOWYN
                         What other duty would you have me 
                         do, my Lord?

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

                                     THEODEN
                              (quiet)
                         Duty? ...No, I would have you smile 
                         again -- not grieve for those whose 
                         time has come.

               EOWYN slowly lifts her head...

                                     THEODEN
                         You shall live to see these days 
                         renewed.

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

                                     THEODEN
                              (whisper)
                         No more despair.

               EXT. DIMHOLT ROAD - DAY

               ANGLE ON: ARAGORN, LEGOLAS and GIMLI make their way up a 
               GLOOMY CANYON, shadowed by BLACK FIR TREES. The shadowed 
               ridges of the DWIMORBERG MOUNTAIN rise BEFORE THEM.

               It is a SPOOKY PLACE.

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

                                     LEGOLAS
                         One that is cursed... Long ago the 
                         Men of the Mountain swore an oath to 
                         the last King of Condor -- to come 
                         to his aid, to fight, but when the 
                         time came, when Condor's need was 
                         dire, they fled... Vanishing into 
                         the darkness of the mountain... And 
                         so Isildur cursed them -- never to 
                         rest until they had fulfilled their 
                         pledge.

               SILENCE surrounds them, there are no birds, no wind. Only 
               the OMINOUSLY MUFFLED THUD of their horses hooves on the 
               dank FIRNEEDLES.

               EXT. DIMHOLT GLEN - DAY

               ANGLE ON: Before them, at the ROOT OF THE MOUNTAIN, a SHEER 
               WALL of ROCK towers...

                                     GIMLI
                              (terrified whisper)
                         The very warmth of my blood seems 
                         stolen away.

               Within the walls, a creepy DARK DOOR gapes like a mouth of 
               night. SIGNS and FIGURES are carved above its WIDE ARCH.

                                     LEGOLAS
                              (translating)
                         The way is shut. It was made by those 
                         who are dead, and the Dead keep it. 
                         The way is shut.

               AT THAT MOMENT: A CHILL WIND seems to rush out of the 
               DOORWAY... ARAGORN stares into the BLACKNESS, his HAIR BLOWING 
               WILDLY. The HORSES REAR and BUCK in terror, turning and 
               GALLOPING AWAY.

                                     ARAGORN
                         Brego!

               The three HORSES DISAPPEAR... ARAGORN turns resolutely towards 
               the DOORWAY...

                                     ARAGORN
                              (steely resolve)
                         I do not fear death...

               ANGLE ON: ARAGORN WALKING into the BLACKNESS.

               LEGOLAS quickly follows... swallowed by the DARKNESS.

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

                                     GIMLI
                         Well, this is a thing unheard of... 
                         An Elf will go underground when a 
                         Dwarf dare not.
                              (gritting his teeth)
                         Oh! I'd never hear the end of it!

               GIMLI plunges into the TUNNEL behind the OTHERS!

               EXT. DUNHARROW ENCAMPMENT - DAWN

               MUCH ACTIVITY... HORNS SOUND... the ENTIRE CAMP is on the 
               MOVE... fires are DOUSED, TENTS pulled down, HORSES saddled.

               EXT. DUNHARROW PLATEAU - DAWN

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

                                     THEODEN
                         We must ride light and swift. It's a 
                         long road ahead... and man and beast 
                         must reach the end with the strength 
                         to fight.

               ANGLE ON: MERRY... preparing a LITTLE PONY with a SADDLE and 
               SUPPLIES. He is wearing an OVERSIZED HELMET and ROHIRRIM 
               CLOTHING... he looks at once NERVOUS and EXCITED.

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

                                     THEODEN
                              (gently)
                         Little Hobbits do not belong in war, 
                         Master Meriadoc!

                                     MERRY
                         All my friends have gone to battle. 
                         I would be ashamed to be left behind!

                                     THEODEN
                         It is a three day gallop to Minas 
                         Tirith. None of my Riders can bear 
                         you as a burden.

                                     MERRY
                         But... I want to fight!

                                     THEODEN
                         I will say no more.

               KING THEODEN wheels his HORSE away...

               MERRY is bitterly DISAPPOINTED. He stands, head down -- a 
               TINY DEJECTED FIGURE -- as the MIGHTY ROHIRRIM on their LARGE 
               HORSES ride by... a jangling sea of HELMETS, SHIELDS and 
               BANNERS.

               SUDDENLY... MERRY is plucked off the ground! A SOLDIER has 
               snatched him by the collar... and plonked him down on their 
               SADDLE!

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

               Beneath a HELMET and MAIL HOOD is...

               ...EOWYN, disguised as a MAN!

                                     EOWYN
                              (grimly)
                         Ride with me.

                                     MERRY
                         My Lady!

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

                                     EOMER
                              (shouting above the 
                              din)
                         Move out -- move out!

                                     THEODEN
                         Ride! Ride now, for Gondor!

               EXT. DUNHARROW VALLEY - DAWN

               HIGH WIDE: The VALLEY FLOOR as THOUSANDS of HORSEMEN ride 
               out after their KING.

               EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

               ANGLE ON: GREAT SIEGE TOWERS and CATAPULTS are ROLLING across 
               the PELENNOR FIELDS... Thousands of FLAMING TORCHES light 
               the snarling, slathering MORGUL ORCS... marching in RAGGED 
               RANKS.

               ANGLES ON: Flowing torrents of ORCS stream past CAVE TROLLS, 
               beating the DRUMS OF WAR... MINAS TIRITH lies ahead -- only 
               TWO MILES AWAY!

               INT. PATHS OF THE DEAD CAVERN - DAY

               ANGLE ON: ARAGORN leads LEGOLAS and GIMLI into a WIDE 
               CAVERN... he WAVES HIS TORCH through the DARKNESS: 
               ILLUMINATING a HUGE, CAVERN...

               A ghastly CRACKING NOISE, like stone being sundered, cuts 
               through the SILENCE.

               A GHOSTLY FIGURE step from the ROCK WALLS!

               ANGLES ON: ARAGORN, LEGOLAS and GIMLI look on in HORROR, as 
               a MUMMIFIED SPECTRE looms before them: EYELESS SOCKETS... 
               ROTTEN TEETH... a pale SICKLY GLOW... the KING OF THE DEAD!

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

                                     KING OF THE DEAD
                         Who enters my domain?

               ARAGORN moves forward... unflinching...

                                     ARAGORN
                         One who will have your allegiance.

                                     KING OF THE DEAD
                              (snarl)
                         The dead do not suffer the living to 
                         pass...

                                     ARAGORN
                         You will suffer me!

               The KING OF THE DEAD'S MALEVOLENT LAUGH echoes through the 
               CAVES...

               ANGLE ON: The FOG suddenly ROLLS BACK, forming a retreating 
               wall of GREY VAPOUR... slowly, RANK upon RANK of SPECTRAL 
               WARRIORS are revealed! GHOULISH FACES... RUSTING WEAPONS... 
               TATTERED BANNERS.

               WIDE ON: The FOG reveals a DEAD ARMY of MANY THOUSANDS... 
               assembled around the CAVERN!

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

               CLOSE ON: THE KING of the DEAD as he smiles evilly at 
               ARAGORN... ARAGORN holds his GAZE...

                                     KING OF THE DEAD
                              (chilling)
                         The way is shut...

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

                                     KING OF THE DEAD
                         It was made by those who are Dead 
                         and the Dead keep it...

               WIDE: ARAGORN, LEGOLAS and GIMLI are now surrounded by an 
               ARMY of the DEAD...

                                     KING OF THE DEAD
                         The way is shut. Now, you must die.

               ANGLE ON: LEGOLAS fires an ARROW at the KING OF THE DEAD... 
               it PASSES STRAIGHT THROUGH!

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

                                     ARAGORN
                              (desperate)
                         I summon you to fulfil your oath!

               ANGLE ON: The KING OF THE DEAD SNARLS and raises his DEADLY 
               SWORD above ARAGORN' S HEAD!

                                     KING OF THE DEAD
                              (raspy yell)
                         None but the King of Gondor may 
                         command me!

               QUICK BEAT: ARAGORN RAISES ANDURIL...

               With a TERRIFYING SHRIEK, THE KING of the DEAD SWEEPS his 
               SWORD towards ARAGORN'S HEAD!

               SLOW MOTION: ARAGORN raises his SWORD in ANSWER... a LOW 
               WHISTLE as it SWEEPS through the AIR...

               CLANG! The BLADE OF ANDURIL clashes with the SPECTRAL SWORD... 
               the SHARP RING of METAL reverberates through the CAVERNS!

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

                                     KING OF THE DEAD
                              (fearful)
                         It cannot be -- that line was broken!

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

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

                                     ARAGORN
                         It has been remade!

               SILENCE.

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

                                     ARAGORN
                         Fight for us and regain your honour!

               GHOSTLY FACES stare hollow-eyed at ARAGORN...

                                     ARAGORN
                              (yelling)
                         What say you?

               SILENCE.

                                     ARAGORN
                         What say you?

                                     GIMLI
                         Aghh! Your wasting your time, Aragorn. 
                         They had no honour in life, they 
                         have none now in death.

                                     ARAGORN
                              (yelling)
                         I am Isildur's heir. Fight for me 
                         and I will hold your oath fulfilled. 
                         What say you?

               EXT. PELENNOR FIELD/MINAS TIRITH - DAY

               ANGLES ON: THOUSANDS of ORCS continue moving relentlessly 
               forward... Towards the WALLS of MINAS TIRITH.

               EXT. MINAS TIRITH GATES - DAY

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

                                     GATE GUARD
                              (yelling)
                         Open the gate! Quick!

               ANGLE ON: The HUGE GATE swings open, revealing... FARAMIR'S 
               badly wounded HORSE... dragging FARAMIR behind! Both the 
               HORSE and FARAMIR are impaled with ORC ARROWS!

                                     IORLAS
                              (shocked)
                         Lord Faramir!

               EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

               As CATAPULTS are prepared GOTHMOG rides through the ranks of 
               ORCS...

               INT. MINAS TIRITH, COURT OF THE KINGS - DAY

               ANGLE ON: IORLAS and OTHER SOLDIERS arrive at the CITADEL 
               with FARAMIR'S UNCONSCIOUS BODY on a STRETCHER... PIPPIN 
               follows them.

               CLOSE ON: DENETHOR EMERGES from the TOWER HALL towards his 
               son...

               ...HE RUNS.

                                     DENETHOR
                         Faramir!

               DENETHOR bends to the STRETCHER bearing his SON.

                                     DENETHOR
                              (whisper)
                         Say not that he has fallen...

                                     IORLAS
                         They were outnumbered, none survived.

               CLOSE ON: PIPPIN, devastated...

               EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

               GOTHMOG turns to his LIEUTENANTS...

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

                                     LIEUTENANT
                         Catapults!

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

               EXT. MINAS TIRITH STREETS - DAY

               The ORC CATAPULTS do not fire rocks...

               HORROR sweeps through the streets of MINAS TIRITH as the 
               SEVERED HEADS of FARAMIR'S HORSEMEN land amongst the SOLDIERS!

               EXT. MINAS TIRITH COURT OF THE KINGS - DAY

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

                                     DENETHOR
                         My son is dead. My line is ended.

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

                                     PIPPIN
                              (touching Faramir's 
                              forehead)
                         He's alive!

                                     DENETHOR
                         The House of Stewards has failed!...

                                     PIPPIN
                              (urgently)
                         He needs medicine, my Lord!

                                     DENETHOR
                         My line has ended.

                                     PIPPIN
                              (urgently)
                         My Lord!

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

               CLOSE ON: DENETHOR has reached the edge of the COURTYARD... 
               he STARES in SHOCKED DISBELIEF at the VISTA spread out BELOW.

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

               75,000 ORCS are spread out across the PELENNOR FIELDS like a 
               sea of black ANTS.

               CLOSE ON: TROLLS load the CATAPULTS with ROCKS.

               BATTERING RAMS and SIEGE TOWERS are hauled on CHAINS.

               Thousands of flickering TORCHES give the army the look of a 
               moving city in the MURKY MORDOR TWILIGHT.

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

                                     DENETHOR
                              (rasping whisper)
                         Rohan has deserted us!

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

               WIDE ON: BOULDERS HURTLE from CATAPULTS across the fields 
               towards MINAS TIRITH.

                                     DENETHOR
                         Theoden's betrayed me!

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

               CONFUSION and PANIC spreads amongst the SOLDIERS.

                                     DENETHOR
                              (panicked scream)
                         Abandon your posts!

               CLOSE ON: PIPPIN, SHOCKED.

                                     DENETHOR
                         Flee! Flee for your lives!

               SUDDENLY: THWACK!

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

               GANDALF grimly swings his staff again, CLUBBING DENETHOR to 
               the GROUND!

               ANGLE ON: GANDALF spins around and ADDRESSES the SOLDIERS.

                                     GANDALF
                              (yell)
                         Prepare for battle!!

               EXT. MINAS TIRITH STREETS - DAY

               ANGLE ON: GANDALF GALLOPS down the WINDING LABYRINTHINE 
               STREETS on SHADOWFAX... against the flow of FLEEING SOLDIERS.

                                     GANDALF
                              (yelling)
                         Return to your posts!

                                                                    CUT TO:

               EXT. MINAS TIRITH BATTLEMENTS - DAY

               ANGLE ON: SHADOWFAX bounds up STAIRS onto the LEVEL ONE 
               BATTLEMENTS... GANDALF looks at the approaching ORC ARMY, 
               now less than 50 yards from the WALLS of the CITY!

                                     GANDALF
                              (angry yell)
                         Send these foul beasts into the abyss!

               QUICK CUTS: MIGHTY WOODEN CATAPULTS positioned within the 
               walls of MINAS TIRITH are fired!

               EXT. MINAS TIRITH - DAY

               THWAT! THWAT! THWAT! CATAPULTS send their great ROCKS high 
               into the air, over the BATTLEMENTS!

               Dizzying AERIAL SHOTS of huge BOULDERS flying up close to 
               CAMERA... then falling away towards the ORCS!

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

               THWAT!! another 100!! The ORC FRONT RANKS are in disarray!

               EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

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

                                     GOTHMOG
                         Stay where you are!

                                                             INTERCUT WITH:

               EXT. MINAS TIRITH BATTLEMENTS - DAY

               GANDALF walks the BATTLEMENTS as the huge BOULDERS rain onto 
               the ORC ARMY below...

                                                             INTERCUT WITH:

               EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

               GOTHMOG glances up at a WHISTLING SOUND -- a huge BOULDER 
               hurtles towards him. He side-steps CALMLY out of the way... 
               spitting on the BOULDER in CONTEMPT.

                                                                    CUT TO:

               EXT. MINAS TIRITH BATTLEMENTS - DAY

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

               ANGLES ON: SOLDIERS throw themselves down as the NAZGUL zoom 
               overhead, emitting their PIERCING SHRIEKS! GONDORIAN SOLDIERS 
               run for SHELTER in PANIC, covering their ears...

               CLOSE ON: PIPPIN COWERING...

                                     GANDALF
                              (rallying)
                         Stand to your posts! Do not give in 
                         to fear. Fight!

               QUICK CUTS: MIGHTY WOODEN CATAPULTS positioned within the 
               walls of MINAS TIRITH are fired!

               The NAZGUL circle LOW over the CITY, like VULTURES seeking 
               doomed men's flesh. SOLDIERS are plucked into the AIR by 
               SHRIEKING NAZGUL and dropped to their DEATHS hundreds of 
               FEET BELOW. TOWERS and BUILDINGS are DESTROYED. CHAOS as 
               SOLDIERS, WOMEN and CHILDREN DODGE falling MASONRY.

               CLOSE ON: GONDORIAN SOLDIERS send a rain of arrows at the 
               approaching TOWERS and TROLLS.

                                     GANDALF
                         Not at the towers! Aim for the trolls! 
                         Kill the trolls! Bring them down!

               TOO LATE! The TOWERS reach the walls, their DOORS crashing 
               down, releasing ORCS directly onto the LOWER LEVELS.

               As the ORC swarm from the TOWER, GANDALF realises PIPPIN has 
               come down from the CITADEL...

                                     GANDALF
                         Peregrin Took -- go back to the 
                         citadel!

                                     PIPPIN
                              (stupor)
                         They called us out to fight...

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

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

                                     GANDALF
                              (urgency)
                         This is no place for a Hobbit!

               GANDALF welds his STAFF, cutting through the attacking ORC 
               with EASE... BEHIND him, an ORC prepares to cut down 
               GANDALF... PIPPIN instinctively slashes his SWORD at him.

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

                                     GANDALF
                         Guard of the Citadel, indeed! Now, 
                         back up the hill -- quickly! Quickly!

                                                                    CUT TO:

               EXT. PELENNOR FIELDS - DUSK

               ANGLE ON: Out of BLACK SWIRLING BATTLE. SMOKE crawls an IRON 
               MONSTER! A MASSIVE WHEELED BATTERING RAM... 60 FEET HIGH and 
               150 FEET LONG... pushed by 20 huge MOUNTAIN TROLLS... a 
               MASSIVE IRON HEAD, cast in the likeness of a SNARLING WOLF!

               ...this is GROND... the BATTERING RAM FROM HELL! The Orc are 
               chanting as the BEAST is wheeled closer and closer to the 
               GATES...

                                     ORCS
                         Grond! Grond! Grond!

               EXT. MINAS TIRITH BATTLEMENTS - DUSK

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

                                                                    CUT TO:

               EXT. PASS OF CIRITH UNGOL, TUNNEL MOUTH - DAY

               ANGLE ON: GOLLUM leads FRODO up a LONG RAVINE between COLUMNS 
               of TORN and WEATHERED ROCK.

               AHEAD is a GREAT GREY WALL, a last huge mass of 
               mountainstone... and in the SHADOWS at the base of the 
               TOWERING ROCK lies a TUNNEL.

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

                                     FRODO
                              (exhausted)
                         What is this place?

                                     GOLLUM
                         Master must go inside the tunnel.

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

               CLOSE ON: SMEAGOL sensing his PLAN unravelling. Everything 
               depends on FRODO going inside the TUNNEL

                                     SMEAGOL
                         It's the only way.
                              (GOLLUM; slyly)
                         Go in -- or go back.

               FRODO stares into the darkness...

                                     FRODO
                              (under his breath)
                         I can't go back.

               CLOSE ON: GOLLUM, his sparse oily hair hanging like rank 
               weed over his hooded eyes...

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

               INT. SHELOB'S TUNNEL - DAY

               FRODO NEARLY GAGS.

                                     FRODO
                         What's that smell?

                                     GOLLUM
                              (lying)
                         Orcses filth! Orcses come in here 
                         sometimes.

               They continue on, deep into the DARK TUNNEL... FRODO is 
               feeling his way in the dark, following the SOUND of GOLLUM'S 
               scampering.

                                     GOLLUM (O.S.)
                              (disembodied)
                         Hurry!

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

                                     GOLLUM (O.S.)
                              (disembodied)
                         This way. 

               FRODO cannot see GOLLUM in the MURKY TUNNEL...

                                     FRODO
                         Smeagol!

                                     GOLLUM (O.S.)
                              (disembodied)
                         Over here.

               FRODO slips as he tries to follow the voice... He puts his 
               HAND to the WALL to STEADY HIMSELF but quickly YANKS it 
               away... STRANDS of a WHITE THREAD stuck to his HAND.

                                     FRODO
                         It's sticky... What is it?

               GOLLUM is nowhere to be seen... only his voice echoes back 
               down the LABYRINTH of TUNNELS.

                                     GOLLUM (O.S.)
                         You will see... Oh, yes... You will 
                         see.

               FRODO FREEZES!

                                     FRODO
                              (nervous)
                         Smeagol! Smeagol!

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

                                     FRODO
                              (panicked)
                         Smeagol!

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

                                     FRODO
                              (whisper)
                         Sam...

               CLOSE ON: FRODO breathing hard... passing all manner of 
               creatures, trussed up in evil WEB-LIKE material...

               A BUBBLING HISS can be heard... There is a CREAKING as some 
               great JOINTED THING moves with slow purpose in the DARK...

               FRODO begins to run in BLIND PANIC...

                                                                    CUT TO:

               EXT. CIRITH UNGOL STAIRS - DAY

               SAM stumbles blindly down the ANCIENT STAIRS, reckless and 
               uncaring, his face pale and devastated.

               CLOSE ON: SAM'S FOOT slips...

               ...SUDDENLY, as if the ground has given way beneath him, SAM 
               is slipping and sliding dangerously OUT OF CONTROL.

               ANGLE ON: SAM thudding into a LARGE ROCK, which saves him 
               from tumbling headlong over the PRECIPICE.

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

               CLOSE ON: A package of LEMBAS BREAD...

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

                                                                    CUT TO:

               INT. SHELOB'S TUNNEL - DAY

               FRODO is running BLINDLY... He falls, trapped in the sticky 
               substance which CLINGS to him. As he lays on the ground, 
               unable to move, a VOICE comes to him as if from a distant 
               memory...

                                     GALADRIEL (V.O.)
                         I give you the light of Earendil -- 
                         our most beloved star. May it be a 
                         light for you in dark places when 
                         all other lights go out.

               CLOSE ON: FRODO fumbles in his JACKET, FEAR growing in him 
               he pulls out the GLASS PHIAL -- his GIFT from GALADRIEL -- 
               he holds it aloft.

                                     FRODO
                              (stronger)
                         Aiya Earendil Elenion Ancalima!

               The PHIAL flickers... kindles into a SILVER FLAME -- a BRIGHT 
               RADIANT STARLIGHT!

               LOW ANGLE ON: The LIGHT instantly REVEALS a HUGE LOATHSOME 
               SPIDER... towering over FRODO!

               CLOSE ON: SHELOB the SPIDER HISSES at the LIGHT! TWO great 
               clusters of many-windowed EYES protrude from her bulbous 
               head. Her LEGS are bent, with a 12 FOOT SPAN and HAIRS that 
               stick out like steel spines. Her HUGE, SWOLLEN BODY, a vast 
               bloated bag, sways and sags between her legs. Her age-old 
               BLACK HIDE is knobbly and pitted, blotchy with LIVID MARKS... 
               but her belly underneath is PALE and LUMINOUS.

               SHELOB beats the air with her FORELEGS.

               ANGLE ON: Calling up all his remaining STRENGTH and 
               RESOLUTION, FRODO forces his LEGS to MOVE... he backs away -- 
               keeping his EYES on SHELOB.

               SHELOB crawls SLOWLY towards him .. then, with sudden, hideous 
               SPEED, she ATTACKS!

               She lashes out with her FRONT LEGS... FRODO is flung back... 
               the GLASS PHIAL clatters to the TUNNEL FLOOR, casting an 
               eerie LOW LIGHT.

               SHELOB squats above FRODO, her EYE CLUSTERS fidgeting with 
               hideous delight, gloating over a prey trapped beyond all 
               hope of escape.

               SUDDENLY! FRODO draws STING! He slashes wildly at the GIANT 
               SPIDER... hewing off the TIP of A LEG!

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

               ANGLE ON: FRODO leaps to his feet and RUNS -- not even pausing 
               to pick up the PHIAL of LIGHT!

               TRACKING BACK: with FRODO as he careers blindly down NARROW 
               TUNNELS, gasping in the CHOKING AIR... looking back over his 
               shoulder for any sign of SHELOB.

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

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

               CLOSE ON: FRODO... eyes wild with fear... as he tries to 
               wrench STING free of the STICKY WEB.

                                     GOLLUM (O.S.)
                              (sing-song)
                         Naughty little fly, Why does it cry?

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

                                     GOLLUM
                         Caught in a web. Soon you'll be... 
                         Eaten!

               ANGLE ON: FRODO as he SLASHES WILDLY with STING. The SHINING 
               BLADE of STING as it hacks through the FIBROUS STRANDS. They 
               whip and snap back into FRODO'S FACE as he cuts himself free.

               ANGLE ON: Back up the TUNNEL -- lit by the LIGHT OF GALADRIEL -- 
               SHELOB'S HEAVING SHADOW approaches...

               CLOSE ON: GOLLUM watches in mounting disbelief as STING 
               slashes through the WEB... DISBELIEF turns to FEAR as SHELOB 
               gets closer and closer, GOLLUM quickly turns and BOLTS...

               FRODO hacks at the WEB and with a last desperate LUNGE, frees 
               himself... STING is caught in the WEB... FRODO leaves the 
               SWORD and THROWS HIMSELF through a narrow CREVICE...

               EXT. PASS OF CIRITH UNGOL - DAY

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

               ANGLE ON: FRODO covered in COBWEBS, wild-eyed and drenched 
               in SWEAT... He looks up as GOLLUM lunges at him.

                                     GOLLUM
                         Got away did it, Precious? Not this 
                         time, not this time!

               GOLLUM and FRODO fight... Rolling on the GROUND towards the 
               EDGE of a PRECIPICE...

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

                                     SMEAGOL
                              (pleading)
                         It wasn't us! It wasn't us! Smeagol 
                         wouldn't hurt Master.

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

                                     SMEAGOL
                         Smeagol promised. You must believe 
                         us. It was the Precious -- the 
                         Precious made us to do it.

               FRODO has a sudden moment of SELF REALISATION and releases 
               GOLLUM, horrified at his VIOLENCE.

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

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

                                     FRODO
                              (shaky)
                         I have to destroy it, Smeagol. I 
                         have to destroy it for both our sakes.

               SMEAGOL stares at FRODO in DISBELIEF... in a FURY he LUNGES 
               at FRODO who falls backwards, dangerously close to the edge 
               of the PRECIPICE -- GOLLUM tumbles over FRODO's BODY and 
               FALLS to the bottom of the RAVINE...

               EXT. PASS OF CIRITH UNGOL - NIGHT

               FRODO, overcome with EXHAUSTION, stumbles down the steep 
               stairs of CIRITH UNGOL... He is full of REMORSE at his 
               TREATMENT of SAM...

                                     FRODO
                         I'm so sorry, Sam...

               FRODO falls to his knees --

                                     FRODO
                         ...so sorry...

               EXT. FRODO'S DREAM, LOTHLORIEN - DAY

               CLOSE ON: FRODO lands on SOFT GREEN GRASS.

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

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

                                     GALADRIEL (V.O.)
                         This task was appointed to you, Frodo 
                         of the Shire. If you do not find a 
                         way... no one will.

               GALADRIEL leans down towards FRODO, OFFERING her hand... for 
               a beat, FRODO stares at her... torn, not wanting to go on, 
               wanting to lie down... But he knows what he must do.

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

               ANGLE ON: FRODO -- once again in the dark, rank, tunnels of 
               the PASS of CIRITH UNGOL... He goes on.

                                                                    CUT TO:

               EXT. MINAS TIRITH STREETS - NIGHT

               ANGLES ON: FLAMING MISSILES rain down on the CITY!

               A DEEP BOOM!

               GROND thuds against the MINAS TIRITH GATE... sending a 
               VIBRATION running through the city!

               ANGLE ON: GANDALF, on SHADOWFAX, leads SEVERAL HUNDRED 
               GONDORIAN FOOT SOLDIERS down through the streets.

                                     GANDALF
                         To the Gates! Man the Gates!

                                                                    CUT TO:

               EXT. MINAS TIRITH, COURT OF THE KINGS - NIGHT

               PIPPIN watches as FARAMIR'S UNCONSCIOUS BODY is carried on 
               the STRETCHER by DENETHOR'S SERVANTS lead by DENETHOR... it 
               has the atmosphere of a FUNERAL.

               INT. MINAS TIRITH, STEWARD'S TOMB - NIGHT

               ANGLE ON: An IRON DOOR creaks OPEN... FARAMIR'S PROCESSION 
               enters a WIDE VAULTED CHAMBER.

               The LANTERN LIGHT throws great SHADOWS upon the SHROUDED 
               WALLS of a wide VAULTED CHAMBER. ROW upon ROW of MARBLE TOMBS 
               are visible in the DIM LIGHT. Upon each TOMB lies a SLEEPING 
               FORM, carved in STONE, hands folded.

               DENETHOR speaks in a HUSHED VOICE...

                                     DENETHOR
                              (whisper)
                         No tomb for Denethor and Faramir. No 
                         long slow sleep of death embalmed... 
                         we shall burn -- like the heathen 
                         kings of old!

               The SERVANTS place FARAMIR'S UNCONSCIOUS BODY on a STONE 
               TABLE in the centre of the CHAMBER. They stand, heads bowed... 
               as MOURNERS beside a bed of death.

               DENETHOR turns to his SERVANTS.

                                     DENETHOR
                         Bring wood and oil...

                                                                    CUT TO:

               EXT. MINAS TIRITH GATES - NIGHT

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

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

               GANDALF rallies the line of BOWMEN as they wait in front of 
               the GREAT DOORS... their COURAGE wavering with each CRASHING 
               BLOW...

                                     GANDALF
                              (commanding)
                         Steady! Steady!

               SUDDENLY the FEARSOME HEAD protrudes into the MINAS TIRITH!

                                     GANDALF
                         You are soldiers of Gondor! No matter 
                         what comes through that gate you 
                         will stand your ground!

               Within MOMENTS the GATE is smashed and GIANT CAVE TROLLS 
               enter into the FIRST CIRCLE of MINAS TIRITH, under the archway 
               that no enemy had ever passed!

                                     GANDALF
                              (yelling)
                         Fire!

               ROWS of ARCHERS fire off a VOLLEY of ARROWS but the TROLLS 
               continue to SMASH the FOOT SOLDIERS with their giant CLUBS... 
               ORCS swarm through the OPENING and the PITCHED, HAND-To-HAND 
               BATTLE spills into FLAMES and BLACKENED, SMOULDERING 
               BUILDINGS... through the streets of MINAS TIRITH.

               ANGLE ON: With a ROAR, GANDALF leads a COUNTER ATTACK on 
               SHADOWFAX, followed by SEVERAL HUNDRED GONDORIAN FOOT 
               SOLDIERS!

               THOUSANDS OF ORCS swarm in through the CITY GATES... the 
               FIRST LEVEL is breached!

                                                                    CUT TO:

               EXT. PASS OF CIRITH UNGOL - DAY

               ANGLE ON: FRODO STAGGERS through the PASS OF CIRITH UNGOL... 
               the weight of the RING, dragging at his neck.

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

               ANGLE ON: FRODO starts climbing a STONE STAIRCASE that climbs 
               through a NARROW PASS... TALL PEAKS rise on either side, 
               like pillars holding up a sagging sky.

               AHEAD is the SUMMIT of CIRITH UNGOL... and an ORC WATCH TOWER! 
               A FAINT LIGHT glows from within the STONE TOWER... the PATH 
               over the SUMMIT is in FULL VIEW of the ORCS.

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

               LOW ANGLE: Behind FRODO, SHELOB APPEARS! With hideous STEALTH, 
               she follows FRODO...

               ANGLE ON: FRODO slowly climbing the STONE STAIRS... his GAZE 
               and CONCENTRATION on the ORC TOWER. Behind him, SHELOB lurches 
               into a HORRIBLE SCUTTLE down the SHEER ROCK FACE.

               CLOSE ON: FRODO suddenly senses the LURKING MALICE... he 
               SPINS AROUND: Before he can react, SHELOB VICIOUSLY STABS 
               FRODO in the NECK with her monstrous abdominal STINGER!

               FRODO instantly goes LIMP... SHELOB'S LEGS catch him as he 
               falls... she quickly starts WEAVING COBWEBS around him. With 
               great dexterity, she tumbles the LITTLE HOBBIT over and over 
               in her LEGS, binding him in WEB from HEAD to TOE!

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

               REVEAL ON: SAMWISE GAMGEE stands before the GIANT SPIDER -- 
               STING clutched in one hand, the SHINING PHIAL in the other!

                                     SAM
                         Let him go, you filth!

               SHELOB HISSES at SAM... DROPPING FRODO... he ROLLS down the 
               STAIRS in his WEB COCOON.

                                     SAM
                         You will not touch him again!

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

                                     SAM
                         Come on and finish it!

               SAM SWINGS the small sword... SLASHING upward!

               ANGLE ON: SHELOB HISSES and REARS above SAM, her STINGER 
               dribbling with VENOM!

               SAM ducks inside the arch of her LEGS and STABS STING into 
               one of her EYE CLUSTERS!

               CLOSE ON: SHELOB SCREAMS, her MANDIBLES thrashing wildly, 
               GREEN OOZE trickling from her WOUNDED EYE.

               With HIND LEGS, SHELOB picks SAM off the ground and TOSSES 
               him BACKWARDS! SAM lands heavily... and SHELOB POUNCES!

               ANGLE ON: SHELOB heaves the great bag of her BELLY high above 
               SAM'S HEAD. As she splays her legs to drive her huge bulk 
               down on him, SAM lifts the ELVEN BLADE above his head, holding 
               it with TWO HANDS.

               STING slides into SHELOB'S SOFT UNDERBELLY! A SHUDDER runs 
               through her! HEAVING up again, she wrenches herself away 
               from the PAIN... her LIMBS writhing beneath her.

               ANGLE ON: JERKING and QUIVERING, SHELOB crawls to her HOLE, 
               leaving a trail of GREEN-YELLOW SLIME. She SQUEEZES down the 
               HOLE and DISAPPEARS... the SOUND of her BUBBLING MISERY 
               fades...

               ANGLE ON: SAM RACES TO FRODO...

                                     SAM
                              (worried)
                         Mr. Frodo!

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

                                     SAM
                              (panicking)
                         Oh no! Frodo!

               CLOSE ON: FRODO'S PALE, LIFELESS FACE.

                                     SAM
                         Mr. Frodo! Wake up!

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

                                     SAM
                              (desperate whisper)
                         Wake up... don't leave me here alone. 
                         Don't go where I can't follow. Wake 
                         up!

               CLOSE ON: FRODO STARING, UNMOVING.

                                     SAM
                              (numbly)
                         Not asleep... Dead.

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

               CLOSE ON: STING'S BLADE GLOWS BLUE!

               SOUNDTRACK: TRAMPING FEET approach... CLINKING METAL... HARSH 
               SHOUTS!

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

               CLOSE ON: SAM looks up at the ORC TOWER and then at STING 
               which is glowing BLUE! ORCS approach -- SAM must make a 
               decision.

               ANGLE ON: A SMALL PARTY of ORCS and URUK-HAI heading down 
               the STAIRS from the WATCH TOWER! ...SHAGRAT leads the URUK-
               HAI, and GORBAG leads the ORCS.

               GORBAG spies FRODO'S BODY...

                                     GORBAG
                         What's this? Looks like Old Shelob's 
                         been having a bit of fun!

                                     SHAGRAT
                         Killed another one, has she?

               ANGLE ON: GORBAG peer curiously at FRODO as he leans down 
               and pokes at FRODO'S LIFELESS BODY.

                                     GORBAG
                         No... this fellow ain't dead.

               CLOSE ON: SAM, hidden in a rock crevice, as SHOCK sweeps 
               across his FACE!

                                     SAM
                              (to himself)
                         Not dead!

                                     GORBAG
                              (Excited)
                         She jabs them with her stinger and 
                         they go as limp as a boned fish. 
                         Then she has her way with them. That's 
                         how she likes to feed -- fresh blood.
                              (yelling)
                         Get him to the Tower!

                                     SAM
                         Samwise, you fool!

               ANGLE ON: The ORCS GRUNT as they lift FRODO... and CARRY him 
               back towards the WATCH TOWER.

                                     ORC 2
                         This fellow will be awake in a few 
                         hours.

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

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

                                                                    CUT TO:

               INT. MINAS TIRITH/STEWARD'S TOMB - NIGHT

               FROM the SHADOWS PIPPIN watches, aghast, as FARAMIR is lain 
               on a FUNERAL PYRE...

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

                                     DENETHOR
                         The house of his spirit crumbles! He 
                         is burning... already burning.

               ANGLE ON: BUNDLES of DRIED FIREWOOD are being stacked around 
               FARAMIR'S BODY.

               ANGLE ON: PIPPIN, rushes forward, desperately PULLING the 
               FIREWOOD AWAY!

                                     PIPPIN
                              (yelling)
                         He's not dead! He's not dead!

               DENETHOR grabs PIPPIN by the collar! He roughly carries him 
               towards the door.

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

                                     DENETHOR
                              (menacing)
                         Farewell Peregrin, son of Paladin... 
                         I release you from my service...

               DENETHOR throws PIPPIN outside!

                                     DENETHOR
                         Go now and die in what way seems 
                         best to you.

               DENETHOR SLAMS the DOOR SHUT!

                                     DENETHOR (O.S.)
                              (ordering)
                         Pour oil on the wood!

                                                                    CUT TO:

               EXT. MINAS TIRITH STREETS - NIGHT

               ANGLE ON: PIPPIN RACES down the STEEP STREETS... passing 
               SOLDIERS running back from the BURNING CITY. GREAT BALLS of 
               FIRE are hurtling through the air... The city is in CHAOS.

                                     PIPPIN
                              (yelling)
                         Gandalf? ...Gandalf?

               AMIDST the FLEEING SOLDIERS...

                                     GANDALF
                         Pull back -- to the second level! 
                         Hurry! Get the women and children 
                         out of here -- get them out!

               PIPPIN desperately pushes against the TIDE of SOLDIERS 
               retreating from the FIGHTING.

                                                             INTERCUT WITH:

               EXT. PELENNOR FIELDS - NIGHT

               GOTHMOG turns to his SECOND LIEUTENANT...

                                     GOTHMOG
                         Move into the city... Kill all in 
                         your path.

                                                             INTERCUT WITH:

               EXT. MINAS TIRITH STREETS

               As ORC run through the STREETS, MEN, WOMEN, and CHILDREN 
               flee... The PITCHED BATTLE continues...

                                     GANDALF
                         Fight! Fight for your lives!

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

               SHRILL and CLEAR come the sounds of DISTANT HORNS! Off the 
               SIDE of MOUNT MILLDOLLUIN, they dimly ECHO -- WAR HORNS of 
               the west... ROHAN HAS COME!

                                                                    CUT TO:

               EXT. PELENNOR FIELDS - DAWN

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

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

               ANGLE ON: MINAS TIRITH lies less than a MILE AWAY, down a 
               gentle slope. Over 50,000 ORCS are swarming around the base 
               of the city... thick BLACK SMOKE belches from within it.

               CLOSE ON: MERRY BLANCHES with FEAR... EOWYN puts a comforting 
               hand on his shoulder.

                                     EOWYN
                              (whisper)
                         Courage, Merry... courage for our 
                         friends.

               On the BATTLE FIELD GOTHMOG walks among his troops...

                                     GOTHMOG
                         Form ranks you maggots! Form ranks! 
                         Pikes in front, lances behind.

               The ORCS PREPARE for BATTLE.

               ANGLE ON: THEODEN gallops in front of his ARMY, ISSUING URGENT 
               ORDERS to his CAPTAINS.

                                     THEODEN
                              (urgent yells)
                         Eomer! Take your Eored down the left 
                         flank... Gamling! Follow the King's 
                         banner down the centre. Grimbold, 
                         take your company right after we 
                         pass the wall. Forth and fear no 
                         darkness!

               CLOSE ON: THEODEN rides to the front of his ARMY. He rises 
               in his stirrups, TALL and PROUD, yelling in a clear, LOUD 
               VOICE

                                     THEODEN
                              (stirring call)
                         Arise, arise, Riders of Theoden! 
                         Spears shall be shaken, shields shall 
                         be splintered... a sword day, a red 
                         day 'ere the sun rises!

               ANGLE ON: A RAY of SUNLIGHT escapes through the BLACK CLOUDS, 
               bathing the ROHIRRIM in GOLDEN LIGHT. WEAPONS and ARMOUR 
               GLEAMS... as 6000 HORSEMEN hold their SPEARS aloft!

               Below, on PELENNOR FIELD, the ORC kneel and raise their LANCES 
               in READINESS...

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

                                     EOWYN
                              (terrified)
                         Whatever happens, stay with me. I'll 
                         look after you.

               MERRY looks on in SHOCK...

               ANGLE ON: As THEODEN rides past the ranks of SOLDIERS he 
               runs his LANCE along their SPEARS... The noise echoes through 
               the RANKS as the WEAPONS of other RIDERS CLATTER in 
               response...

                                     THEODEN
                              (stirring call)
                         Ride now, ride now, ride, ride for 
                         ruin and the world's ending!

               THEODEN faces his ENEMY!

                                     THEODEN
                         Death!

                                     ROHIRRIM
                              (6000 voices)
                         Death!...

               CLOSE ON: MERRY is swept up in the emotion... he whips out 
               his LITTLE SWORD!

                                     THEODEN
                         Death!

                                     MERRY
                         Death!

                                     EOWYN
                         Death!

                                     THEODEN
                              (yelling)
                         Death! Forth Eorlingas!

               ALL the HORNS of the ROHIRRIM burst BLAST upon BLAST!

               ANGLE ON: The 6000 ROHIRRIM move off, a great WALL of HORSES 
               and SPEAR POINTS, building up to a GALLOP like a rising tide, 
               as they CHARGE TOWARDS THE 50,000 ORCS!

               ANGLE ON: MERRY, wind blowing his hair, EOWYN'S ARM around 
               his chest... as he YELLS at the top of his lungs !

               ANGLE ON: GOTHMOG marshalling his troops.

                                     GOTHMOG
                         Fire!

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

                                     THEODEN
                         Charge!

               The second VOLLEY... GOTHMOG watches in HORRIFIED AWE as the 
               ROHAN ADVANCE CONTINUES... SUDDEN FEAR runs through the ORC 
               and URUK-HAI assembled on PELENNOR FIELD... The ROHAN charge 
               like MEN POSSESSED!

               ANGLE ON: The WALL of ROHIRRIM HORSES and SPEARS is seemingly 
               unstoppable! Entire ORC COMPANIES vanish under their hooves, 
               like sand beneath a foaming breaker, as they RACE towards 
               the MAIN BODY of the ORC ARMY!

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

               ORC SPEARS LOWER... then SUDDENLY the ROHIRRIM crash into 
               the ORCS and the screen is FILLED with hacking, SLASHING 
               SWORDS and CLASHING SHIELDS...

               ...A JAW-DROPPING SIGHT!

               EXT. MINAS TIRITH STREETS - DAWN

               ANGLE ON: PIPPIN rushes towards GANDALF, dodging FLAMING 
               DEBRIS.

                                     PIPPIN
                              (panicked yell)
                         Gandalf!

               GANDALF wheels around on SHADOWFAX...

                                     PIPPIN
                              (breathless)
                         Denethor has lost his mind! He's 
                         burning Faramir alive!

               GANDALF pulls PIPPIN onto SHADOWFAX.

                                     GANDALF
                         Come! Quickly!

               EXT. PELENNOR FIELDS - DAWN

               The ROHAN charge is decimating the ENEMY!

                                                                    CUT TO:

               INT. MINAS TIRITH STEWARD'S TOMB - DAWN

               LOW ANGLE POV: DENETHOR standing on the table astride FARAMIR, 
               pouring OIL over his OWN HEAD... It runs through his hair 
               and down his face, quickly soaking his ROBES.

               CLOSE ON: FARAMIR, his eyes flicker open. As he tries to 
               FOCUS through his delirium, OIL splashes onto his CHEST and 
               FACE.

                                     DENETHOR
                         Set a fire in our flesh!

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

               SERVANTS are holding FLAMING TORCHES, awaiting their orders... 
               DENETHOR nods to them:

               The SERVANTS approach the PYRE, TORCHES held firmly.

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

                                     GANDALF
                              (yelling)
                         Stay this madness!

               The fearful SERVANTS back away from the PYRE...

               CLOSE ON: With a ROAR, DENETHOR SNATCHES a FLAMING TORCH... 
               and HURLS it at the PYRE!

               WHOOSH! The PYRE IGNITES!

               ANGLE ON: GANDALF GALLOPS toward the PYRE, knocking DENETHOR 
               to his FEET... PIPPIN LEAPS from SHADOWFAX onto the BURNING 
               PYRE!

               With a desperate strength, PIPPIN pushes FARAMIR off the 
               BURNING PYRE... they tumble down the BUNDLES of WOOD, onto 
               the FLOOR! PIPPIN douses FLAMES on FARAMIR'S clothing.

               DENETHOR SCREAMS with RAGE!

                                     DENETHOR
                         No! Do not take my son from me!

               DENETHOR leaps ACROSS THE PYRE, RIPPING and TUGGING at PIPPIN! 
               FIRE quickly spreads up DENETHOR'S OIL-SOAKED BACK as he 
               hauls PIPPIN off FARAMIR!

               ANGLE ON: SHADOWFAX rears up and STRIKES at DENETHOR who 
               falls back onto the PYRE.

               CLOSE ON: DENETHOR... he looks into his SON'S eyes... for a 
               BRIEF MOMENT SANITY returns.

                                     DENETHOR
                              (whisper)
                         Faramir...

               ANGLE ON: FLAMES begin to ENGULF DENETHOR...

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

               SUDDENLY! DENETHOR lurches off the PYRE! Now a SCREAMING, 
               unguided BALL OF FLAME, he runs across the CHAMBER, 
               disappearing out of the door!

                                     CANDALF
                              (grimly)
                         So passes Denethor, Son of Ecthelion.

                                                                    CUT TO:

               EXT. MINAS TIRITH - DAY

               DENETHOR runs across the WHITE COURT atop MINAS TIRITH... 
               and PLUMMETS straight over the 700 FOOT SHEER DROP into the 
               FLAMING CITY below!

               EXT. PELENNOR FIELDS - DAY

               PAN OFF: DENETHOR'S DEATH PLUNGE to the ROHIRRIM gaining the 
               upper hand -- VAST NUMBERS of ORCS are SLAIN, or are FLEEING!

                                     EOMER
                         Drive them into the river!

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

                                     THEODEN
                              (yelling)
                         Make safe the city!

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

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

               ...20 MUMAKIL! MASSIVE elephant-like CREATURES, each carrying 
               a WAR-TOWER, packed with HARADRIM ARCHERS!

               ANGLE ON: ROHIRRIM RIDERS PANICKING.

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

                                     THEODEN
                         Reform the line... Reform the line!

               ANGLE ON: ROHIRRIM HORSES MOVING BACK INTO LINE.

                                     THEODEN
                              (to GAMLING)
                         Sound the charge!
                              (sword raised)
                         ...Charge!

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

               ANGLES ON: The MUMAKIL BELLOW as they are goaded into war, 
               driven mercilessly by their brutal HARADRIM MASTERS. They 
               LUMBER into the SEA of MEN, crushing RIDERS and HORSES beneath 
               their MASSIVE FEET! Their SPIKED TUSKS swing wildly, sweeping 
               and impaling RIDERS!

               HARADRIM ARCHERS are sending a RAIN of ARROWS into the 
               PANICKING ROHIRRIM!

               EOWYN and MERRY are THROWN from their HORSE...

               EXT. MINAS TIRITH - DAWN

               HIGH WIDE: The SIXTH LEVEL of the CITY... Smoke rising around 
               it, fires burning beneath it...

               EXT. THE SIXTH GATE, MINAS TIRITH - DAWN

               WIDE ON: A rabble of ORCS are clustered outside the SIXTH 
               GATE as TROLLS pound on its WOODEN DOORS with HUGE HAMMERS.

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

               ANGLE ON: GANDALF and PIPPIN sit on stone steps... Both 
               covered in sweat and grime, bone-weary from fighting, spirits 
               and hearts bruised...

               PIPPIN looks towards the WOODEN GATES at which a NUMBER of 
               SOLDIERS continue to build a BARRICADE...

                                     PIPPIN
                              (quiet)
                         I didn't think it would end this 
                         way...

               GANDALF looks at the SMALL HOBBIT a beat.

                                     GANDALF
                              (gently)
                         End? No, the journey doesn't end 
                         here.

               PIPPIN looks up at GANDALF, questioningly...

                                     GANDALF
                         Death is just another path, one that 
                         we all must take.

               ANGLE ON: GANDALF looks down to see PIPPIN looking up at him 
               with fear in his eyes...

                                     GANDALF
                              (remembering)
                         The grey rain curtain of this world 
                         rolls back and all turns to silver 
                         glass...
                              (to himself)
                         and then you see it...

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

                                     PIPPIN
                         What, Gandalf? See what?

                                     GANDALF
                         White shores... And beyond... A far 
                         green country under a swift sunrise.

               PIPPIN stares up at the OLD WIZARD'S FACE, softened, quiet 
               and full of peace...

                                     PIPPIN
                              (quiet)
                         Well, that isn't so bad.

                                     GANDALF
                              (gently)
                         No... No, it isn't.

               BOOM!

               ANGLE ON: GANDALF and PIPPIN'S faces turn as the WOODEN DOORS 
               shudder under another BLOW.

                                                                    CUT TO:

               EXT. PELENNOR FIELDS - DAY

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

               CLOSE ON: THEODEN tries to rally his men amid the SEA of 
               CRYING MEN and NEIGHING HORSES!

                                     THEODEN
                              (yelling)
                         Rally to me! To me!

               SUDDENLY the WITCH-KING SWOOPS down on his NAZGUL scooping 
               up THEODEN and his HORSE... they CARTWHEEL into the AIR and 
               land in a heap... the HORSE is DEAD... THEODEN lies DYING 
               beneath it.

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

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

                                     WITCH-KING
                         Feast on his flesh!

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

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

                                     EOWYN
                         I will kill you if you touch him!

               CLOSE ON: The WITCH-KING laughs...

                                     WITCH-KING
                         Do not come between the Nazgul and 
                         his prey!

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

               SUDDENLY! With a mighty SWORD BLOW, the FELL-BEAST'S HEAD is 
               SEVERED! The huge CREATURE crumples to the ground, VAST WINGS 
               out-stretched, sending the WITCH-KING sprawling!

               ANGLE ON: The WITCH-KING rises out of the wreckage... tall 
               and threatening...

               EOWYN stands before him, the FELL-BEAST'S BLOOD dripping 
               from her SWORD!

               With a shrill SHRIEK of HATRED, he knocks EOWYN backwards 
               with his MACE! STUNNED, EOWYN tries to stand and is hit once 
               again with another CRIPPLING BLOW...

               ANGLE ON: The WITCH-KING laughs once again as he SMASHES his 
               MACE downward... EOWYN tries to block the BLOW but her SHIELD 
               shatters into MANY PIECES!

               The WITCH-KING towers over EOWYN... raising his MACE for the 
               KILLING BLOW!

                                                                    CUT TO:

               EXT. MINAS TIRITH DOCKS - DAY

               ANGLE ON: an ORC COMMANDER hurrying on to the ANDUIN RIVER 
               DOCKS, close to the CITY. LARGE BLACK SHADOWS slide across 
               the DOCKS, as SAILING SHIPS approach O.S.

               ANGLE ON: A sinister BLACK SAILED SHIP GLIDES into the 
               DOCKS... 9 OTHER CORSAIR SHIPS follow behind.

               CLOSE ON: The ORC COMMANDER...

                                     ORC COMMANDER
                              (angry)
                         Late as usual! Get off your ships, 
                         you sea rats! There's knife work 
                         here needs doing.

               ANGLE ON: ARAGORN leaping from the LEADING SHIP and charging 
               across the DOCKS, ROARING at the top of his LUNGS! He is 
               followed by LEGOLAS and GIMLI...

               ANGLE ON: Surprised ORC REACTION to the THREE charging towards 
               THOUSANDS of ORCS!

                                     GIMLI
                         Plenty for the both of us... May the 
                         best dwarf win!

               ANGLE ON: The ARMY OF THE DEAD suddenly LEAP straight out of 
               the SIDES of the SHIPS! They charge ACROSS the SURFACE OF 
               THE WATER with FRIGHTENING SPEED, overtaking ARAGORN!

               The ORCS SCREAM at the SIGHT of 5000 SPECTRAL WARRIORS!

               ANGLE ON: The SPECTRAL WARRIORS SWARM into the flank of the 
               ORC ARMY! With a raging blood-lust, the UNDEAD climb over 
               the top of each other to try and reach the enemy, creating a 
               kind of ROLLING MOUNTAIN of GHOULS that sweep all before 
               them away!

               The ORCS have no defence as their WEAPONS CANNOT MAKE CONTACT 
               with the GHOSTS!

               EXT. PELENNOR FIELDS - DAY

               ANGLE ON: MERRY on the ground... He looks around to see THE 
               WITCH-KING standing over EOWYN, pulling her to her FEET!

                                     WITCH KING
                         No man can kill me... Die!

               ANGLE ON: MERRY driving his SWORD into the back of the 
               WITCHKING'S KNEE! MERRY'S SWORD bursts into FLAME and his 
               ARM is shot with PAIN...

               EOWYN struggles to her feet... pulling off her HELMET.

               CLOSE ON: EOWYN... her LONG HAIR tumbling onto her shoulders!

                                     EOWYN
                         I am no man!

               With her last strength, EOWYN thrusts her SWORD into the 
               WITCH-KING'S FACE! EOWYN'S SWORD SHATTERS into MANY SHARDS!

               The WITCH-KING topples back DEAD, a BLACK OOZE leaking from 
               his ROBES and ARMOUR! A shuddering CRY, fading into a SHRILL 
               WAIL passes with the WIND.

               ARAGORN and LEGOLAS battle the ORC -- LEGOLAS JUMPS onto the 
               BACK of a GIANT MUMAKIL bringing it down... he lands on his 
               feet in front of GIMLI...

                                     GIMLI
                         That still only counts as one!

               The MUMAKIL react with terror as SPECTRAL WARRIORS climb up 
               their SIDES, routing the HARADRIM from their WAR-TOWERS!

               ORCS flee in their THOUSANDS... the TERRIFIED MUMAKIL 
               trampling them in their PANIC to ESCAPE!

               ANGLE ON: The ARMY OF THE DEAD swarming over the CITY, routing 
               the ORCS!

               ANGLE ON: EOWYN crawls to where THEODEN lays, mortally 
               wounded...

               THEODEN looks up at EOWYN... his breathing shallow... his 
               vision clouded...

                                     THEODEN
                              (gasping weakly)
                         I know your face... Eowyn...

               EOWYN smiles down at him as she GENTLY STROKES his FACE...

                                     THEODEN
                         My eyes darken...

                                     EOWYN
                         No... I am going to save you...

                                     THEODEN
                              (loving)
                         You already did...
                              (clutching her hand)
                         My body is broken... you have to let 
                         me go.

                                     EOWYN
                         No...

               THEODEN touches her tear-stained face...

                                     THEODEN
                         I go to my fathers... in whose mighty 
                         company, I shall not now feel 
                         ashamed...

               THEODEN is DYING...

                                     THEODEN
                         Eowyn?

               THEODEN DIES... EOWYN breaks down, SOBBING... ALL AROUND is 
               a VISTA OF DEFEAT.

                                                                    CUT TO:

               EXT. PELENNOR FIELDS, MINAS TIRITH - DAY

               WIDE ON: PELENNOR FIELDS... strangely SILENT... all ORCS 
               have fled... BATTLE DEBRIS and BODIES stretch as far as the 
               eye can see...

               ABOVE MINAS TIRITH... BLINDING SUN RAYS break through the 
               LOW CLOUDS!

               ANGLE ON: GANDALF, LEGOLAS, GIMLI and PIPPIN watch as...

               ARAGORN walks slowly across the FIELD OF BATTLE towards the 
               HIDEOUS GHOULS...

                                     KING OF THE DEAD
                         Release us.

                                     GIMLI
                              (quietly)
                         Bad idea. Very handy in a tight spot, 
                         these lads -- despite the fact, 
                         they're dead!

                                     KING OF THE DEAD
                         You gave us your word.

                                     ARAGORN
                         I hold your oath fulfilled... Go. Be 
                         at peace.

               ANGLE ON: The ARMY OF THE DEAD slowly DISSOLVE INTO DUST, 
               and are immediately swept away by the four winds.

               ARAGORN turns to GANDALF who bows his head in HOMAGE...

               PIPPIN, in his GONDORIAN armour, looks around at the 
               devastation... his eyes full of SADNESS... they suddenly fix 
               on something.

               ANGLE ON: PIPPIN running through the RUIN of the BATTLE...

               towards a SMALL FIGURE slumped on the ground...

                                     PIPPIN
                         Merry...?

               MERRY stares unseeing at PIPPIN... HORROR and SHOCK erasing 
               all other memories from MERRY'S mind... tears fall down 
               PIPPIN'S FACE as he looks on his FRIEND...

                                     PIPPIN
                         Merry... it's me, it's Pippin...

                                     MERRY
                              (groggy)
                         I knew you'd find me.
                              (disorientated)
                         Are you going to leave me?

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

               ANGLE ON: PIPPIN covers MERRY with a blanket...

                                                                    CUT TO:

               EXT. TOWER OF CIRITH UNGOL - NIGHT

               CAMERA RISES... towards the dark ORC TOWER of CIRITH UNGOL.

               A light glows from the TOPMOST WINDOW.

               CAMERA reaches the TOWER, dissolving through the wall into...

                                                                    CUT TO:

               INT. TOWER OF CIRITH UNGOL/TOP ROOM - NIGHT

               ...a small cold ROOM. FRODO BAGGINS is UNCONSCIOUS on the 
               floor. His eyes suddenly flicker and he WAKES UP.

               TILT UP... to reveal the ORC and URUK-HAI, GORBAG and SHAGRAT, 
               arguing over FRODO'S BELONGINGS and CLOTHES! GORBAG is 
               snatching for the MITHRIL VEST.

                                     SHAGRAT
                         Hey! Hands off -- that shiny shirt, 
                         that's mine.

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

               ANGLE ON: FRODO as he realizes that he has been STRIPPED 
               down to his UNDERWEAR. He clutches at his throat.

               ...The RING HAS GONE!

                                     SHAGRAT
                         I don't take orders from stinking 
                         Morgul rats!

               GORBAG grabs for the MITHRIL VEST...

                                     GORBAG
                              (angry yell)
                         You touch it, and I'll stick this 
                         blade in your guts!

               ANGLE ON: GORBAG draws his SWORD, but SHAGRAT KICKS him 
               BACKWARDS with his foot! GORBAG FALLS THROUGH a TRAP DOOR 
               leading to the floor below!

                                                                    CUT TO:

               INT. TOWER OF CIRITH UNGOL/GUARD ROOM - NIGHT

               ANGLE ON: GORBAG lands in the GUARD ROOM with a CRASH, 
               creating SUDDEN ALARM amongst the ORCS and URUK-HAI stationed 
               there.

               SHAGRAT leans through the TRAP DOOR...

                                     SHAGRAT
                              (yelling)
                         The scum tried to knife me! Kill 
                         him!

               SEVERAL URUK-HAI converge on GORBAG -- he LASHES OUT, slashing 
               one across the throat with his SWORD!

               The DEAD URUK-HAI topples backwards over the PARAPET...

                                                                    CUT TO:

               EXT. TOWER OF CIRITH UNGOL/COURTYARD - NIGHT

               ...landing on top of URUK-HAI and ORCS in the courtyard below. 
               Within moments, a brutal CIVIL WAR breaks out between the 
               TWO COMPANIES stationed in CIRITH UNGOL!

               EXT. PASS OF CIRITH UNGOL - NIGHT

               ANGLE ON: SAM hurries towards the gate, fearful for FRODO.

                                                                    CUT TO:

               EXT. TOWER OF CIRITH UNGOL/COURTYARD - NIGHT

               SAM is confronted with the sight of over 50 SLAUGHTERED ORC 
               and URUK-HAI, strewn over the COURTYARD!

               ANGLE ON: SAM pounds UP THE STAIRCASE... he suddenly PAUSES.

               SEVERAL URUK-HAI are running DOWN TOWARDS HIM! He grips STING 
               and continues CHARGING UP -- SCREAMING at the top of his 
               lungs!

               ANGLE ON: The FOUR URUKS... they see a HUGE DISTORTED SHADOW 
               on the wall in front of them! They turn around and flee in 
               terror back to the top of the stairs!

               SAM appears -- and before the URUK-HAI can fully regain their 
               wits -- he slays THREE... YELLING:

                                     SAM
                              (Yelling... 1st URUK-
                              HAI)
                         That's for Frodo!
                              (yelling... 2nd URUK-
                              HAI)
                         And for the Shire!
                              (yelling... 3rd URUK-
                              HAI)
                         And that's for my old Gaffer!

               SAM runs into the TOWER...

               INT. TOWER OF CIRITH UNGOL/TOP ROOM - NIGHT

               ANGLE ON: FRODO struggling against his bonds, as GORBAG climbs 
               back into the room... with VENGEANCE in his EVIL EYES.

                                     GORBAG
                         Stop your squeaking you dunghill 
                         rat!

               CLOSE ON: GORBAG grabs FRODO'S hair and pulls his head back, 
               exposing his neck. He pulls out his SWORD, ready to cut 
               FRODO'S throat...

                                     GORBAG
                         I'm gonna bleed you like a stuck 
                         pig!

               SUDDENLY! GORBAG GASPS as STING is rammed into his back by 
               SAM!

                                     SAM
                         Not if I stick you first!

               GORBAG falls dead!

                                     FRODO
                              (joyous disbelief)
                         Sam!!!

               ANGLE ON: FRODO... humbled by SAM'S unswerving loyalty.

                                     FRODO
                         Oh, Sam... I'm so sorry... sorry for 
                         everything.

               SAM quickly cuts FRODO free.

                                     SAM
                         Come on.

                                     FRODO
                              (despairing)
                         It's too late. It's over... they've 
                         taken it. Sam -- they took the Ring!!

                                     SAM
                              (quietly)
                         Begging your pardon, but they haven't.

               SAM pulls the RING from his pocket...

                                     SAM
                         I thought I'd lost you... so I took 
                         it -- only for safe-keeping.

               CLOSE ON: FRODO looks at SAM amazed... his eyes drop to the 
               RING...

                                     FRODO
                         Give it to me.

               SAM hesitates... TENSION instantly builds between them.

                                     FRODO
                         Give me the Ring, Sam.

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

                                     FRODO
                         Sam! Give me the Ring.

               CLOSE ON: SAM drops the RING into FRODO'S palm...

               FRODO sags in RELIEF... He puts the RING back around his 
               neck...

                                     FRODO
                         You must understand... The Ring is 
                         my burden... It will destroy you, 
                         Sam.

               FRODO looks at SAM, pain in his eyes...

               SAM looks down at FRODO... his plain HOBBIT face full of 
               compassion. SAM'S resolve hardens, a new strength takes hold.

                                     SAM
                         Come on, Mr. Frodo, we'd best find 
                         you some clothes... you can't go 
                         walking through Mordor in naught but 
                         your skin.

                                                                    CUT TO:

               EXT. PASS OF CIRITH UNGOL - NIGHT

               FRODO and SAM are now dressed in FOUL-LOOKING ORC gear...

               ANGLE ON: FRODO and SAM turn east and walk over the SUMMIT 
               of CIRITH UNGOL... into MORDOR.

               CLOSE ON: FRODO and SAM... they STOP DEAD... STARING AHEAD:

               ANGLE ON: MOUNT DOOM... 50 MILES AWAY -- across the barren 
               GORGOROTH PLATEAU -- the mountain is erupting streams of ASH 
               and LAVA high into the air, lighting the low cloud blanket 
               of MORDOR with a flickering ORANGE WASH.

               With immense trepidation, FRODO and SAM head down the steep 
               path into the dark kingdom...

               ...TWO TINY FIGURES in a bleak, foreboding landscape. Before 
               them lies the PLAIN of GORGOROTH... Their eyes are drawn to 
               the OMINOUS SILHOUETTE of MOUNT DOOM...

                                     SAM
                         We did it, Mr. Frodo. We made it to 
                         Mordor.

               ANGLE ON: FRODO's eyes travel down towards the HUNDREDS of 
               FIRES which glow on the PLAINS beneath them... thousands 
               upon thousands of ORCS are encamped there.

                                     FRODO
                         There are so many of them... So many. 
                         We'll never get through unseen.

               THEIR eyes are drawn to a DARK LOOMING SHAPE... BARAD-DUR... 
               A RED LIGHT seems to sweep across the PLAIN...

                                     FRODO
                              (terror)
                         It's him -- the Eye.

               The GREAT EYE OF SAURON!

               SAM cannot see what FRODO sees. GENTLY, he urges FRODO on.

                                     SAM
                         We have to go in there, Mr. Frodo. 
                         There's nothing for it. Come on. 
                         Let's just make it down the hill for 
                         starters.

               EXT. MINAS TIRITH, TOWER HALL - DAY

               CLOSE ON: GANDALF stands in the TOWER HALL... seemingly 
               alone... he speaks quietly, doubt and fear edge his voice.

                                     GANDALF
                         Frodo has passed beyond my sight. 
                         The darkness is deepening.

               He turns and crosses the HALL to reveal the presence of GIMLI, 
               LEGOLAS, EOMER and ARAGORN...

               ARAGORN, his back to GANDALF...

                                     ARAGORN
                         If Sauron had the Ring, we would 
                         know it.

               CLOSE ON: GANDALF -- still troubled, still worried...

                                     GANDALF
                         It's only a matter of time. He has 
                         suffered a defeat, yes, but behind 
                         the walls of Mordor our enemy is 
                         regrouping.

               GIMLI sits insolently on the SEAT of the STEWARD...

                                     GIMLI
                         Let him stay there. Let him rot. Why 
                         should we care?

               GANDALF looks across at the DWARF... His face ashen.

                                     GANDALF
                         Because ten thousand Orcs now stand 
                         between Frodo and Mount Doom.
                              (to himself)
                         I have sent him to his death.

               ANGLE ON: ARAGORN turns around suddenly...

                                     ARAGORN
                         No.

               GANDALF looks up sharply at ARAGORN...

                                     ARAGORN
                         There is still hope for Frodo. He 
                         needs time and safe passage across 
                         the Plains of Gorgoroth. We can give 
                         him that.

                                     GANDALF
                         How?

                                     ARAGORN
                         Draw out Sauron' s armies -- empty 
                         his lands. Then we gather our full 
                         strength and march on the Black Gate.

               At this, GIMLI CHOKES on his pipe... EOMER steps forward.

                                     EOMER
                         We cannot achieve victory from 
                         strength of arms.

                                     ARAGORN
                         Not for ourselves... But we can give 
                         Frodo his chance if we keep Sauron's 
                         eye fixed upon us. Keep him blind to 
                         all else that moves.

                                     LEGOLAS
                         A diversion...

               CLOSE ON: GANDALF speaks in a low tone to ARAGORN...

                                     GANDALF
                              (doubtful)
                         Sauron will suspect a trap. He will 
                         not take the bait!

                                     GIMLI
                         Certainty of death. Small chance of 
                         success. What are we waiting for?

                                                                    CUT TO:

               EXT. PELENNOR FIELDS - DUSK

               CLOSE ON: ARAGORN wearing a BREAST PLATE emblazoned with the 
               WHITE TREE.

               He rides at the head of a COLUMN of 500 FOOT SOLDIERS from 
               ROHAN and GONDOR... leading them from the RUINS of OSGILIATH.

               GANDALF, LEGOLAS, GIMLI, EOMER, MERRY and PIPPIN ride directly 
               behind him.

               AHEAD OF THEM: The MOUNTAINS of MORDOR.

               EXT. PLAINS OF GORGORTH - NIGHT

               GREAT ARMIES of ORC and URUK-HAI stream across the PLAINS 
               from MORDOR...

               EXT. ORC ROAD, MORDOR - NIGHT

               WIDE SHOT: The VOLCANIC WASTELAND of the GORGOROTH FOOTHILLS.

               FRODO and SAM, still disguised in the ORC ARMOUR, slide down 
               scree bank and land on the road below... their attention is 
               fixed on the PLAIN below... thousands of ORCS can be seen 
               marching away from MT. DOOM...

                                     SAM
                         Look, the Orcs! They're moving off. 
                         You see, Mr. Frodo -- some luck at 
                         last.

               EXT. GORGOROTH PLAIN, MORDOR - DAWN

               FRODO and SAM... moving across a HELLISH dry landscape of 
               twisted volcanic rock and STEAMING FISSURES.

               40 MILES AWAY, MOUNT DOOM rises out of the PLAIN... its feet 
               founded in ashen ruin, its huge cone rising to a great height, 
               where its reeking head is swathed in cloud.

               EXT. BLACK GATES OF MORDOR - DAY

               ARAGORN'S FORCE of 500 approaches the great BLACK GATES OF 
               MORDOR. He positions his troops about half a mile from the 
               GATES.

               EXT. GORGOROTH PLAIN, MORDOR - DAY

               ANGLE ON: FRODO slumped against a ROCK... he tries to DRINK 
               from his WATER BOTTLE... but finds it EMPTY.

                                     SAM
                         Take mine... there's a few drops 
                         left.

               FRODO gratefully takes a SMALL SIP from SAM'S BOTTLE... hands 
               it back.

                                     FRODO
                         There'll be none left for the return 
                         journey.

                                     SAM
                              (softly)
                         I don't think there will be a return 
                         journey, Mr. Frodo.

               A moment of EYE CONTACT between FRODO and SAM as they 
               acknowledge what lies ahead.

               SAM offers FRODO his hand... and PULLS HIM UP.

                                                                    CUT TO:

               EXT. BLACK GATES OF MORDOR - DAY

               At the BLACK GATES, ARAGORN musters his MEN...

                                                                    CUT TO:

               EXT. PLAINS OF GORGOROTH - DAY

               WIDE ON: FRODO and SAM staggering across the TORTURED 
               LANDSCAPE... they are no longer WEARING the ORC ARMOUR.

               CLOSE ON: FRODO is walking half-bowed, often stumbling... as 
               if his eyes not longer see the way before his feet.

               His right HAND is pressed against his CHEST... supporting a 
               HEAVY WEIGHT. His left HAND often rises, as if to ward off 
               some invisible blow. SAM watches him, CONCERN etched across 
               his FACE...

               CLOSE ON: FRODO as a malevolent VOICE in his head calls to 
               him... "Baggins -- Baggins"...

               CLOSE ON: SAM looking behind him in time to see...

               WIDE ON: A RAY of RED LIGHT stabs through the GLOOM and begins 
               to sweep over the BARREN LANDSCAPE...

                                     SAM
                         Frodo, get down!

               SAM throws himself to the ground... FRODO turns to the light, 
               unable to stop himself...

               FRODO crumpling to the ground as the RED LIGHT hits him like 
               a SEARCHLIGHT.

               EXT. BLACK GATES OF MORDOR - NIGHT

               All is QUIET... No sign of the ENEMY...

                                     PIPPIN
                              (wary)
                         Where are they?

               ANGLE ON: GANDALF... watchful... alert. He nods at ARAGORN.

               WIDE: ARAGORN, GANDALF, LEGOLAS, GIMLI, EOMER, MERRY and 
               PIPPIN galloping towards the BLACK GATES. They pull up less 
               than 50 yards from the TOWERING GATES...

                                                             INTERCUT WITH:

               EXT. PLAINS OF GORGOROTH - NIGHT

               FRODO is slumped on the GROUND, unable to MOVE...

                                                             INTERCUT WITH:

               EXT. BLACK GATES OF MORDOR - NIGHT

               ANGLE ON: ARAGORN moves his HORSE forward.

                                     ARAGORN
                         Let the lord of the Black Land come 
                         forth; let justice be done upon him.

               From behind the HUGE GATES, the terrifying CHANTING and the 
               CLANGING of the ARMOUR of THOUSANDS...

               With the SOUND of TORTURED METAL, the MASSIVE GATES begin to 
               open... LEGOLAS, MERRY and EOMER look on in trepidation.

               EXT. PLAINS OF GORGOROTH - NIGHT

               With the EYE OF SAURON sweeping the PLAINS around them, SAM 
               gets to his feet...

               EXT. BLACK GATES OF MORDOR - NIGHT

               The BLACK GATES of MORDOR SWING OPEN! SAURON'S ARMY of 300,000 
               ORCS MARCH OUT!

                                     ARAGORN
                         Pull back! Pull back!

               ANGLE ON: ARAGORN, GANDALF, LEGOLAS, GIMLI, EOMER, MERRY and 
               PIPPIN GALLOP back towards their SMALL ARMY as the ORC MASSES 
               slowly MARCH toward them.

               Behind them, the EYE OF SAURON is directed toward THEM...

                                                                    CUT TO:

               EXT. PLAINS OF GORGOROTH - NIGHT

               FRODO'S eyes open with a START...

                                     SAM
                         It's gone, Mr. Frodo.

               ANGLE ON: SAM crawls toward FRODO...

                                     SAM
                         The light's passed on, away towards 
                         the North... something's drawn it's 
                         gaze.

               FRODO and SAM stagger to their feet and move off.

                                                                    CUT TO:

               EXT. BLACK GATES OF MORDOR - DAY

               ANGLE ON: The MASSIVE ORC ARMY marching towards ARAGORN'S 
               MEN.

               ANGLES ON: ARAGORN'S MEN... starting to WAVER as the ORCS 
               ENCIRCLE THEM. SOME MEN are backing away... losing their 
               nerve.

               ARAGORN GALLOPS in front of his ARMY...

                                     ARAGORN
                         Hold your ground -- hold your ground! 
                         Sons of Gondor -- of Rohan... my 
                         brothers!

               ANGLE ON: ARAGORN... he seems to fix each and everyone of 
               his MEN with his eyes.

                                     ARAGORN
                         I see in your eyes the same fear 
                         that would take the heart of me. The 
                         day may come when the courage of Men 
                         fails; when we forsake our friends 
                         and break all bonds of fellowship; 
                         but it is not this day -- an hour of 
                         wolves and shattered shields, when 
                         the Age of Man comes crashing down -- 
                         but it is not this day!!! This day 
                         we fight! By all that you hold dear 
                         on this good earth -- I bid you stand!

               ARAGORN holds ANDURIL ALOFT!

                                     ARAGORN
                         Men of the West!

                                                                    CUT TO:

               EXT. MOUNT DOOM - NIGHT

               FRODO and SAM are CLIMBING the face of MOUNT DOOM...

               The LANDSCAPE is VIOLENT... RED HEAT hisses out of FISSURES, 
               the ROCK is JAGGED... RAZOR SHARP... ASH blankets the LAND.

               RED LIGHTNING FORKS across the SKY with a DEAFENING CRACK!

               CLOSE ON: FRODO and SAM'S FEET dragging across the ASH...

               Their PARCHED LIPS... SWEATING, DUSTY FACES.

               FRODO TRIPS... falls FACE-FIRST into the DUST... SAM drops 
               beside him.

                                                             INTERCUT WITH:

               EXT. BLACK GATES OF MORDOR - DAY

               HIGH WIDE: Of ARAGORN'S ARMY, totally SURROUNDED by 300,000 
               ORCS... poised for the order to ATTACK!

                                                             INTERCUT WITH:

               EXT. MT DOOM - NIGHT

               FRODO slowly lifts his head and looks up...

               FRODO'S POV: Looking .straight up the STEEP SLOPES of MOUNT 
               DOOM! ...a huge mass of ash and slag and burned stone!

               FRODO starts to CRAWL on his HANDS and KNEES! He hauls himself 
               a FEW PITIFUL FEET before SLUMPING in the ASH.

                                                                    CUT TO:

               EXT. BLACK GATES OF MORDOR - NIGHT

               ANGLE ON: GIMLI as he surveys the ARMY of MORDOR...

                                     GIMLI
                         Never thought I'd die fighting side 
                         by side with an Elf.

                                     LEGOLAS
                              (quietly)
                         What about side by side with a friend?

               GIMLI looks up into the EYES of LEGOLAS, with whom he has 
               shared so much. The GRUFF DWARF smiles quietly...

                                     GIMLI
                         Aye -- I could do that.

               LEGOLAS drops his hand on GIMLI'S shoulder... SLOWLY they 
               turn and FACE the ENEMY TOGETHER.

                                                                    CUT TO:

               EXT. GORGOROTH PLAIN, MORDOR - NIGHT

               CLOSE ON: SAM crawls to FRODO who lies SLUMPED against the 
               rock-face... he turns him over, holding him in his ARMS.

                                     SAM
                              (softly)
                         Do you remember the Shire, Mr. Frodo? 
                         ...It'll be spring soon, and the 
                         orchards will be in blossom; and the 
                         birds will be nesting in the hazel 
                         thicket; and they'11 be sowing the 
                         summer barley in the lower fields; 
                         and eating the first of the 
                         strawberries with cream.
                              (looking down at FRODO)
                         Do you remember the taste of 
                         strawberries?

               CLOSE ON: FRODO shuts his eyes, his breath coming in GASPS.

                                     FRODO
                              (weak whisper)
                         No, Sam. I can't recall the taste of 
                         food; nor the sound of water; nor 
                         the touch of grass... I'm naked in 
                         the dark.
                              (rising panic)
                         There's no veil between me and the 
                         wheel of fire. I can see it with my 
                         waking eyes.

               CLOSE ON: SAM looks at FRODO with GRIM DETERMINATION.

                                     SAM
                         Then let us be rid of it -- once and 
                         for all! Come on, Mr. Frodo. I can't 
                         carry it for you... but I can carry 
                         you! Come on!

               With that, SAM lifts FRODO on to his shoulders and starts to 
               CLIMB MOUNT DOOM! His plain hobbit-face grows stern, almost 
               grim, as the will hardens in him.

               WIDE ON: TWO TINY HOBBITS on the ENDLESS shale SLOPES of the 
               MOUNTAIN...

                                                                    CUT TO:

               EXT. BLACK GATES OF MORDOR - DAY

               ANGLE ON: ARAGORN and COMPANY watch as they are surrounded 
               by a tide of ORCS...

               ARAGORN raises ANDURIL in the BROAD SWEEP as he walks 
               forward... he turns to FACE the OTHERS...

               CLOSE ON: QUIET RESOLVE written on ARAGORN's face as he looks 
               into the EYES of the remaining members of the FELLOWSHIP...

                                     ARAGORN
                              (softly)
                         For Frodo...

               ANGLE ON: ARAGORN turning, SWORD-raised, he CHARGES FORWARD!

               There is a moment of SILENCE... no-one else moves...

               SUDDENLY a SHOUT goes up!

               ANGLE ON: PIPPIN and MERRY charging forward... The rest of 
               the MEN following...

               ANGLE ON: ARAGORN crashing head on into a line of ORCS...

               ANGLE ON: The blade of ANDURIL flashing as ARAGORN HACKS at 
               ORCS!

                                                                    CUT TO:

               EXT. SLOPES OF MOUNT DOOM - DAY

               WIDE: Like a small grey insect, SAM creeps up the slope with 
               FRODO on his back... foot by foot.

               The mantling CLOUD swirls, revealing the cruel pinnacles and 
               iron crown of BARAD-DUR, the Dark Tower, in the distance.

               CLOSE ON: SAM staggering under FRODO'S weight... STRONG ash-
               laden WINDS are buffeting him as he slowly CLIMBS MOUNT DOOM.

               The PLAIN of GORGOROTH lies 1000 FEET BELOW, wrapped in fume 
               and shadow.

               A TREMOR ripples through the GROUND... a RED FLAME explodes 
               into the SKY...

               ANGLE ON: SAM looks up -- fearful the MOUNTAIN could explode 
               at any moment!

               SAM POV: Through the THICK, FUME-LADEN AIR a set of STAIRS 
               can be made out...

                                     SAM
                              (growing excitement)
                         Look, Mr Frodo! We're almost there!

               SAM can't believe it -- relief and joy flood through him...

                                     GOLLUM
                         Clever Hobbits to climb so high!

               SMACK! OUT OF NOWHERE the figure of SMEAGOL crashes into 
               them sending SAM and FRODO sprawling.

               ANGLE ON: SMEAGOL pounces on FRODO... his fingers wrapping 
               around his throat, snapping FRODO'S neck from side to side!

               ANGLE ON: FRODO as he struggles to unlock the BONY, WHITE 
               FINGERS around his neck but SMEAGOL'S grip is too strong.

               CLOSE ON: SMEAGOL'S fingers tightening around FRODO'S neck -- 
               squeezing the life out of him...

               WHACK! A ROCK connects with the SIDE of SMEAGOL'S head...

               ANGLE ON: SAM jumps on a STUNNED SMEAGOL...

               ANGLE ON: FRODO comes to...

                                                             INTERCUT WITH:

               EXT. BLACK GATES OF MORDOR - DAY

               The BATTLE between MEN and ORCS rages on... From MORDOR, 
               high OVERHEAD, the NAZGUL fly out into the FRAY...

                                                             INTERCUT WITH:

               EXT. SLOPES OF MOUNT DOOM - DAY

               All the old HATRED between SAM and SMEAGOL boils over as 
               they FIGHT... SAM falls back... SMEAGOL BITING at his 
               SHOULDER!

               SAM pushes SMEAGOL away with his feet... rolls to his KNEES, 
               as SMEAGOL charges at him...

               SAM slashes out with STING! He cuts SMEAGOL across the 
               stomach! SMEAGOL staggers back, SCREAMING with PAIN...

               SAM looks around desperately for FRODO...

                                     SAM
                              (yelling desperately)
                         Frodo!

               FRODO has GONE!

               ANGLE ON: FRODO RUNNING UP THE MOUNTAIN!

                                                             INTERCUT WITH:

               EXT. BLACK GATES OF MORDOR - DAY

               FELLOWSHIP fight BRAVELY... a hideous screech rends the AIR!

               ANGLE ON: GANDALF looks up to a NAZGUL diving straight toward 
               him!

               CLOSE ON: GANDALF eyes flicker as a small MOTH flutters across 
               his line of sight.

               ANGLE ON: THE FELL BEAST -- JAWS OPEN, TALONS EXTENDED!

               Another cry rends the air as...

               SMACK! The GIANT EAGLE, GWAHIR, SMASHES into the FELLBEAST, 
               it's claws ripping into the HIDEOUS MONSTER'S NECK!

               ANGLE ON: PIPPIN in the midst of BATTLE looks up.

                                     PIPPIN
                              (disbelieving)
                         Eagles...

               Above the BATTLE attack formation, more EAGLES appear...

                                     PIPPIN
                         The Eagles are coming! The Eagles 
                         are coming!

               The EAGLES engage the NAZGUL!

                                                                    CUT TO:

               EXT. DOOR OF SAMMATH NAUR, MOUNT DOOM - DAY

               ANGLE ON: SAM is GASPING, his lungs EXPLODING as he RACES up 
               the SLOPES of MOUNT DOOM searching for FRODO.

               ANGLE ON: SAM arriving at the STONE DOORWAY of SAMMATH NAUR... 
               leading into the MOUNTAIN!

               SAM staggers into it!

               INT. THE CRACK OF DOOM TUNNEL - DAY

               ANGLE ON: SAM flinches against the FIERCE HEAT blasting down 
               the TUNNEL.

                                     SAM
                              (yelling)
                         Frodo!

               SAM lurches forward... towards an ORANGE GLOW deep in the 
               HEART of the MOUNTAIN.

               INT. CRACK OF DOOM - DAY

               The HEAT is almost UNBEARABLE... SAM sees FRODO in the 
               DISTANCE...

                                     FRODO
                         I'm here, Sam.

               ANGLE ON: FRODO is standing on the EDGE of the CRACK OF 
               DOOM... a deep LAVA FILLED CHASM, in the very heart of ancient 
               SAURON'S FORGES, the greatest in Middle-earth.

               The RAGING ORANGE GLARE from the CHASM turns FRODO into a 
               BLACK SILHOUETTE... standing TENSE and STILL.

               FRODO holds the RING in his HAND... he RAISES IT, holding it 
               over the BUBBLING LAVA far below.

                                     SAM
                              (yelling)
                         Destroy it -- go on! Throw it in the 
                         fire!

               CLOSE ON: FRODO... a STRANGE EXPRESSION on his face...

                                     SAM
                         What are you waiting for? Just let 
                         it go!

               ON THE SOUNDTRACK: The HUM of the RING grows louder and 
               louder! FRODO PULLS the RING close to his body as he turns 
               to SAM.

               FRODO looks at SAM, the RING has finally taken him.

                                     FRODO
                         The Ring is mine.

               SAM SCREAMS as...

               ...FRODO PUTS THE RING ON! He VANISHES!

                                     SAM
                         No!

                                                                    CUT TO:

               EXT. BLACK GATES OF MORDOR - DAY

               With a storm of wings, the NAZGUL wheel around and hurtle 
               towards MOUNT DOOM!

               In the midst of the BATTLE -- GANDALF... realising FRODO has 
               been seen...

                                                             INTERCUT WITH:

               INT. CRACK OF DOOM - DAY

               CLOSE ON: SAM is SCREAMING for FRODO...

               ANGLE ON: FOOTPRINTS moving across the ASH COVERED CAVERN 
               FLOOR!

               SUDDENLY! GOLLUM smashes a ROCK down on SAM'S HEAD, knocking 
               him to the GROUND!

               GOLLUM LEAPS on to the INVISIBLE FRODO!

               CLOSE ON: FRODO'S FOOTPRINTS... staggering about under 
               GOLLUM'S WEIGHT!

               ANGLE ON: GOLLUM clawing FRANTICALLY, riding on the BACK of 
               the INVISIBLE FRODO...

                                                             INTERCUT WITH:

               EXT. BLACK GATES OF MORDOR - DAY

               ARAGORN turns and is confronted by an ARMOURED TROLL, wielding 
               an ENORMOUS MALLET...

                                                             INTERCUT WITH:

               INT. CRACK OF DOOM

               GOLLUM suddenly LIFTS HIS HANDS to his face... and BITES 
               HARD!

               ANGLE ON: FRODO MATERIALIZES as he DROPS TO HIS KNEES, 
               clutching his BLEEDING HAND... he SCREAMS.

               The FIRES below roar in anger, RED LIGHT blazes, and all the 
               cavern is filled with a great glare and heat.

                                                             INTERCUT WITH:

               EXT. BLACK GATES OF MORDOR - DAY

               ANGLE ON: LEGOLAS as ARAGORN falls to the GROUND...

                                                             INTERCUT WITH:

               INT. CRACK OF DOOM - DAY

               CLOSE ON: GOLLUM triumphantly HOLDS the RING ALOFT... 
               ECSTATIC!

               CLOSE ON: GOLLUM dancing GLEEFULLY... PERILOUSLY close to 
               the EDGE OF THE CHASM!

                                                             INTERCUT WITH:

               EXT. BLACK GATES OF MORDOR - DAY

               ARAGORN turns to see HUGE TROLL FEET moving CLOSER...

               LEGOLAS races toward him...

               INT. CRACK OF DOOM

               GOLLUM still TRIUMPHANT... on the edge of the PRECIPICE...

               The FIERY LAVA casting an EVIL LIGHT... He jumps about in 
               DELIGHT...

                                     GOLLUM
                         Precious! Precious!

               ANGLE ON: FRODO rises slowly... his EYES lock on GOLLUM... 
               time seems to stand still as each regards the other...

               CLOSE ON: the RING glinting in GOLLUM'S HAND... BEAUTIFUL... 
               POWERFUL... EVIL...

               SUDDENLY! FRODO lunges at GOLLUM...

               FRODO thuds into GOLLUM, lifting him off his feet...

               ANGLE ON: FRODO and GOLLUM locked in STRUGGLE plummet over 
               the EDGE OF THE CHASM.

                                                             INTERCUT WITH:

               EXT. BLACK GATES OF MORDOR - DAY

               THUD! The HUGE FOOT of the CAVE TROLL lands on ARAGORN'S 
               chest. He STABS at it ineffectually...

               ANGLE ON: GANDALF in despair...

                                                             INTERCUT WITH:

               INT. CRACK OF DOOM

               SAM watches in HORROR as FRODO and GOLLUM... disappear into 
               the CHASM! He staggers over...

               SLOW MOTION: GOLLUM falls into the CRACK OF DOOM...

               INSTANTLY engulfed in the CHURNING LAVA!

               ANGLE ON: SAM leans into the CRACK OF DOOM...

               ANGLE ON: FRODO clinging onto the ROCK FACE with his ONE 
               GOOD HAND!

               The CAVERNS are SHAKING VIOLENTLY.

               SAM desperately reaches for him... FRODO is too far down.

                                     SAM
                         Give me your hand.

               CLOSE ON: FRODO looks at SAM, his face impassive.

                                     SAM
                         Take my hand!

               FRODO struggles to reach SAM... he can't reach WITH HIS 
               BLEEDING hand, and falls back, still clinging valiantly to 
               the ROCK with his good hand...

                                     SAM
                         No!

               ANGLE ON: FRODO looks at SAM imploringly...

                                     SAM
                         Don't you let go! Don't let go.
                              (desperate)
                         Reach!!!

               ANGLE ON: FRODO reaches up once more and this time SAM GRASPS 
               his hand TIGHTLY.

               CLOSE ON: The RING sits on the river of LAVA for a brief 
               moment, then SINKS away...

               ANGLE ON: the EYE OF SAURON...

               WIDE ON: Across the GREAT PLAINS -- MOUNT DOOM is clearly 
               IMPLODING...

                                                             INTERCUT WITH:

               EXT. BLACK GATES OF MORDOR - DAY

               On the BATTLEFIELD, all eyes turn to MOUNT DOOM...

               ANGLE ON: The CAVE TROLL, with ARAGORN at his mercy, is 
               distracted by the SOUNDS emanating from MORDOR... he turns 
               in TERROR and RUNS OFF...

               EXT. BARAD-DUR - DAY

               ANGLE ON: The FELLOWSHIP turn to watch as the MASSIVE DARK 
               TOWER of SAURON shakes itself to pieces!

               TOWERS FALL and WALLS CRUMBLE; vast spires of SMOKE and 
               spouting STEAM billow up!

               The FOUNDATIONS explode apart...

               EXT. BLACK GATES OF MORDOR - DAY

               The BLACK GATES collapse in a huge cloud of ASH!

               THE ORCS are FLEEING in all DIRECTIONS... As the very 
               foundations of MORDOR collapse!

               THE COMPANY watch as MOUNT DOOM explodes... the reason for 
               their MISERY is clear... it's plain FRODO and SAM can never 
               survive the cataclysm...

                                                                    CUT TO:

               EXT. SLOPES OF MOUNT DOOM - DAY

               The VOLCANO is ERUPTING, FIRE belches from it's riven summit, 
               sending LAVA streaming down it's sides..

               ANGLE ON: FRODO and SAM stagger out of the SAMMATH NAUR 
               DOOR...

               All around ASH and MOLTEN ROCKS fall. The SKIES burst into 
               THUNDER, seared with LIGHTNING.

               The screaming NAZGUL fall from the sky in FLAMES!

               The ground is shaking so violently that FRODO and SAM can 
               barely stand.

               FRODO stumbles... SAM helps him up... FRODO smiles.

                                     FRODO
                         It's gone... It's done.

               SAM looks down at FRODO... FRODO'S FACE is at PEACE... his 
               BURDEN destroyed...

                                     SAM
                         Yes, Mr. Frodo... it's over now.

               FRODO and SAM crawl onto a ROCK as LAVA streams towards 
               them... in seconds THEIR ROCK is an island in a sea of MOLTEN 
               FIRE.

               FRODO shuts his eyes...

                                     FRODO
                              (remembering)
                         I can see the Shire ... The Brandywine 
                         River, Bag End, Gandalf's fireworks... 
                         the lights in the Party Tree...

                                     SAM
                         Rosie Cotton dancing... she had 
                         ribbons in her hair...
                              (sobs)
                         ...if ever I was to marry someone... 
                         it would have been her... it would 
                         have been her.

               FRODO glances at SAM... he is WEEPING.

               CLOSE ON: FRODO wrapping an ARM around SAM'S SHOULDER.

                                     FRODO
                              (calm)
                         I'm glad to be with you, Samwise 
                         Gamgee... here at the end of all 
                         things.

               HIGH WIDE: TWO TINY HOBBITS waiting to die amid a cataclysmic 
               landscape... LAVA erupts around them... FIREBALLS rain down 
               from the sky.

               We SLOWLY FADE TO BLACK...

               FADE UP:

               SLOW MOTION: GWAIHIR, the GREAT EAGLE flaps towards CAMERA... 
               He bears GANDALF on his back, and is followed by TWO MORE 
               EAGLES.

               WIDE SHOT: The EAGLES bravely fly amid the RAINING ASH and 
               MOLTEN ROCKS... and SNATCH FRODO and SAM from the ROCK!

               CLOSE ON: FRODO'S FACE... as the FIERY VOLCANO recedes away 
               beneath him... the wind ruffles his hair... he PASSES OUT.

               FADE TO BLACK.

               INT. MINAS TIRITH, HOUSES OF HEALING - DAY

               SLOW MOTION... FRODO'S eyes flutter open... looking around 
               slowly his eyes alight on GANDALF...

                                     FRODO
                         Gandalf?

               GANDALF'S face breaks into a smile... then laughter...

               ...as MERRY and PIPPIN run in... jumping on the bed and 
               hugging FRODO...

               GIMLI and LEGOLAS enter the room... their joy is PLAIN...

               ARAGORN joins them -- the FELLOWSHIP is complete...

               ...finally FRODO'S eyes fall upon a FIGURE standing apart 
               from the others... it is SAM...

               CLOSE ON: FRODO'S and SAM'S eyes meet...

                                                                    CUT TO:

               EXT. MINAS TIRITH, COURT OF THE KINGS - DAY

               ANGLE ON: SWEEPING over the MINAS TIRITH WALLS, racing towards 
               the TOP of the CITY... through a BLIZZARD of WHITE FLOWER 
               PETALS! MINAS TIRITH is restored... it gleams WHITE in the 
               BRIGHT SUN.

               SOARING UP: to REVEAL the COURT OF THE KINGS, CROWDED with 
               4000 PEOPLE... cramming the WIDE PATH leading to the TOWER 
               HALL!

               CLOSE ON: The CROWN of CONDOR glints in the BRILLIANT 
               SUNSHINE...

               GANDALF places the CROWN upon ARAGORN'S head.

                                     GANDALF
                         Now come the days of the King ...

               ARAGORN smiles up at GANDALF...

                                     GANDALF
                              (softly to Aragorn)
                         May they be blessed.

               ARAGORN slowly RISES, turning to face the CROWD, who CHEER 
               and CLAP for their KING...

                                     ARAGORN
                         This day does not belong to one man 
                         but to all. Let us together rebuild 
                         this world that we may share in the 
                         days of peace.

               The CHEERS of his PEOPLE are DEAFENING...

               ARAGORN sings for his people... Then WALKS in SLOW PROCESSION 
               down the WHITE PAVED PATH as the CROWD BOW their heads in 
               respect to their NEW KING...

               ARAGORN passes EOWYN and FARAMIR who bow before him... EOMER 
               steps FORWARD to bow in respect...

               TRUMPETS SOUND as a PROCESSION of ELVES, dressed in shimmering 
               SILVERS and WHITES, led by LEGOLAS approach the KING... 
               LEGOLAS gestures behind him...

               CLOSE ON: ARAGORN'S eyes scan amongst the ELVES.

               ANGLE ON: A BANNER carried aloft bearing the WHITE TREE of 
               GONDOR in FULL FLOWER... the RANKS of ELVES part revealing:

               ARWEN, eyes shining... MORTAL now, but deeply in love... 
               carrying the STANDARD of GONDOR... ARAGORN kisses her ELROND 
               looks on... his face breaks into a smile.

               ARAGORN and ARWEN embrace.

               ANGLE ON: ARAGORN and ARWEN walking through the CROWD towards 
               four SMALL FIGURES who stand nervously at the end of the 
               AVENUE...

               ANGLE ON: ARAGORN and ARWEN look on FRODO, SAM, MERRY and 
               PIPPIN, as they stand before them...

               The FOUR HOBBITS, dressed in their OLD CLOTHES, clean and 
               mended, bow their heads...

               ARAGORN raises his HAND.

                                     ARAGORN
                         My friends... you bow to no-one.

               ANGLE ON: ARAGORN drops on ONE KNEE, kneeling before THE 
               HOBBITS, his head bowed... followed by all assembled there.

               CLOSE ON: TEARS spring into FRODO'S EYES. He clutches SAM'S 
               shoulder as 4000 PEOPLE pay homage to the courage of two 
               little Hobbits from the Shire.

               CAMERA RISES INTO THE AIR... away from the CROWDED CITADEL, 
               until MINAS TIRITH becomes a SPECK in the LANDSCAPE...

                                                                    CUT TO:

               EXT. MIDDLE EARTH MAP - DAY

               DISSOLVING into the PARCHMENT MAP of MIDDLE-EARTH... Slowly 
               drifting across the MAP towards the WEST...

                                     FRODO (V.O.)
                         And thus it was a Fourth Age of Middle-
                         earth began, and the Fellowship of 
                         the Ring, though eternally bound by 
                         friendship and love, was ended. 
                         Thirteen months to the day since 
                         Gandalf sent us on our long journey...

                                                                    CUT TO:

               EXT. HOBBITON - DUSK

                                     FRODO (V.O.)
                         ...we found ourselves looking upon a 
                         familiar sight... We were home!

               MATCHING MOVE: Revealing HOBBITON bathed in a WARM SUNSET...

               As FRODO, SAM, MERRY and PIPPIN ride into SHOT on PONIES... 
               past ODO PROUDFOOT who shakes his head at the STRANGENESS of 
               their appearance.

               INT. THE GREEN DRAGON INN - NIGHT

               FRODO brings a round of drinks to the TABLE.

               Nearby a HUGE FUSS is being made of a LARGE PUMPKIN which 
               has been brought in to be shown off.

               ANGLE ON: The FOUR FRIENDS look at each other. A WORLD of 
               experience now separates from their fellow HOBBITS.

               Seated at a long table, the FOUR FRIENDS raise their 
               glasses... SAM'S eye is suddenly caught!

               ANGLE ON: ROSIE COTTON who is serving behind the BAR...

               SAM steels himself and leaves to go and TALK to ROSIE...

               FRODO, MERRY and PIPPIN exchange smiles as...

                                                                    CUT TO:

               EXT. HOBBITON - DAY

               On a BEAUTIFUL sunny day, SAM and ROSIE are MARRIED... With 
               their dearest FRIENDS gathered around them...

               ROSIE throws a beautiful bouquet of FLOWERS... it's caught 
               by PIPPIN who smiles in embarrassment...

                                                               DISSOLVE TO:

               INT. BAG END - DAY

               FRODO walks through BAG END to his STUDY...

                                     FRODO (V.O.)
                         How do you pick up the threads of an 
                         old life? How do you go on, when in 
                         your heart you begin to understand. 
                         There is no going back. There are 
                         some things that time cannot mend. 
                         Some hurts that go too deep. That 
                         have taken hold.

               ANGLE ON: FRODO... from behind. He is HUNCHED over a DESK...

               PUSH IN: to reveal BILBO'S RED BOOK open on FRODO'S DESK.

               He is WRITING in the LAST CHAPTERS...

               In careful neat HANDWRITING. FRODO turns back the pages, 
               REVEALING: There and Back Again -- A Hobbit's Tale, by Bilbo 
               Baggins. He writes below it as SAM GAMGEE calls out from the 
               door:

                                     SAM (O.S.)
                         Mr. Frodo?

               CLOSE ON: FRODO WINCES with a sharp GASP of PAIN... He puts 
               the PEN down and CLUTCHES at his SHOULDER...

               SAM has entered the ROOM and stands BEHIND FRODO...

                                     SAM
                              (concerned)
                         What is it?

               CLOSE ON: FRODO... He is DRAWN and PALE.

                                     FRODO
                         It's been four years to the day since 
                         Weathertop, Sam. It's never really 
                         healed.

               CLOSE ON: SAM... at a loss for words. His EYES fall to the 
               BOOK...

                                     SAM
                              (reading)
                         "There and Back Again... A Hobbit's 
                         Tale, by Bilbo Baggins".

               TILT DOWN: to FRODO'S HANDWRITING:

                                     SAM
                              (reading)
                         "...And The Lord of the Rings, by 
                         Frodo Baggins".
                              (delighted)
                         You've finished it!

                                     FRODO
                              (closing the book)
                         Not quite... There's room for a little 
                         more.

                                                                    CUT TO:

               EXT. HOBBITON FIELDS - EARLY MORNING

               LYRICAL MUSIC OVER...

               A COLD WINTER'S MORNING... Out of the FOG rattles a SMALL 
               COVERED WAGON; GANDALF is at the REINS.

               ANGLE ON: FRODO, SAM, MERRY and PIPPIN are waiting on PONIES 
               for the WAGON... all are wearing their GREY ELVEN ROBES.

                                     FRODO (V.O.)
                         Bilbo once told me, the great stories 
                         never end -- that each of us must 
                         come and go in the telling. His part 
                         in this tale was now over. There 
                         would be no more journeys for Bilbo. 
                         Save one.

               CLOSE ON: GANDALF arrives in his CART...

                                                               DISSOLVE TO:

               EXT. WEST FARTHING - DAY

               WIDE ON: The WAGON trundles along at a SEDATE PACE.

               SAM, MERRY and PIPPIN ride behind, leading FRODO'S EMPTY 
               PONY.

                                     BILBO (O.S.)
                              (frail)
                         Tell me again, lad. Where are we 
                         going?

                                     FRODO (O.S.)
                         To the harbour, Bilbo. The Elves 
                         have accorded you a special honour. 
                         A place on the last ship to leave 
                         Middle-earth.

               INT. WAGON - DAY

               CLOSE ON: FRODO is SITTING in the WAGON... his ARM around 
               his UNCLE BILBO.

               BILBO is extremely OLD and FRAIL. He is DOZING... his head 
               slumped.

               BILBO'S eyes flutter OPEN... with effort he raises his head.

                                     BILBO
                              (frail)
                         Frodo... Any chance of seeing that 
                         old ring of mine... the one I gave 
                         you?

                                     FRODO
                              (quietly)
                         Sorry, Uncle... I'm afraid, I lost 
                         it.

                                     BILBO
                              (frail)
                         Oh... pity. I should like to have 
                         held it one last time.

               BILBO nods back to sleep... FRODO rests his head against 
               him.

                                                               DISSOLVE TO:

               EXT. THE GREY HAVENS - DUSK

               ANGLE ON: FRODO, walking arm-in-arm with BILBO through a 
               beautiful ELVEN BOAT-HOUSE... GANDALF follows with MERRY, 
               PIPPIN and SAM.

               CLOSE ON: As BILBO looks up, he is STUNG by the BEAUTY before 
               him...

                                     BILBO
                         Oh! Well, here's a sight I have never 
                         seen before.

               TRACKING: Passing under a beautiful ELVEN ARCHWAY...

               ...to reveal a WHITE SHIP, ready to depart from a WHITE STONE 
               DOCK.

               ANGLE ON: ELROND, CELEBORN and GALADRIEL are waiting for 
               them.

               The SETTING SUN slowly dropping behind the SEA... visible 
               between the HEADLANDS of a beautiful INLET.

               The lighting is beautiful... SUN streams through the sails, 
               casting an ethereal glow on THE GROUP as they walk onto the 
               DOCK.

               BILBO bows in acknowledgement to ELROND, CELEBORN and 
               GALADRIEL, who return his GREETING.

                                     GALADRIEL
                         The power of the Three Rings is ended. 
                         The time has come for the Dominion 
                         of Men.

                                     ELROND
                              (ELVISH: with subtitles)
                         I Aear can ven na mar.
                         <The Sea calls us home.>

               ELROND holds out his ARMS to BILBO who suddenly seems MUCH 
               YOUNGER and SPRIGHTLIER... He sets off down the PATH TOWARD 
               his HOSTS...

                                     BILBO
                         I think I'm quite ready for another 
                         adventure.

               BILBO walks down toward the BOAT and BOARDS with ELROND...

               ANGLE ON: FRODO looks up... GALADRIEL is watching him. She 
               SMILES, TURNS and BOARDS the BOAT...

               GANDALF kneels before SAM, MERRY and PIPPIN -- who are all 
               looking TEARFUL.

                                     GANDALF
                         Farewell, my brave Hobbits. My work 
                         is now finished. Here at last, on 
                         the shores of the sea, comes the end 
                         of our Fellowship.

               There is GREAT SADNESS... MERRY SNIFFLES LOUDLY.

                                     GANDALF
                         I will not say: "do not weep", for 
                         not all tears are an evil.

               CLOSE ON: GANDALF turns and walks away... FRODO is DOWNCAST... 
               SUDDENLY, GANDALF turns and looks toward him.

                                     GANDALF
                         It is time, Frodo.

               ANGLE ON: GANDALF looks at FRODO then turns and slowly walks 
               towards the GANGPLANK to board the SHIP.

                                     SAM
                              (alarmed)
                         What does he mean?

               CLOSE ON: FRODO turns to SAM...

                                     FRODO
                              (gently)
                         We set out to save the Shire, and it 
                         has been saved... but not for me...

                                     SAM
                              (shaken)
                         You don't mean that -- you can't 
                         leave.

               ANGLE ON: SAM looks down... FRODO is holding BILBO'S RED 
               JOURNAL out towards him.

                                     FRODO
                         The last pages are for you, Sam.

               SAM is SOBBING... MERRY and PIPPIN are DISTRAUGHT...

               FRODO hugs MERRY and PIPPIN, and last of all SAM... and climbs 
               on board the SHIP.

               ANGLE ON: FRODO a look of WONDERMENT crosses his face... as 
               he STEPS FORWARD and ACCEPTS GANDALF'S HAND... finally 
               released from his pain, care falls from his face... he is 
               the young FRODO we first met so long ago.

               SAM, MERRY and PIPPIN comfort each other as the WHITE SHIP 
               glides away from the DOCK...

               WIDE ON: The WHITE BOAT sails away towards the HEADLANDS, 
               disappearing into the GOLDEN LIGHT of the SETTING SUN.

               ANGLE ON: SAM in growing darkness, still follows the departing 
               SHIP with his eyes, MERRY and PIPPIN are already preparing 
               to leave.

                                                                    CUT TO:

               EXT. NO.3 BAGSHOT ROW - MORNING

               ANGLE ON: SAM walks up the path towards his house...

               A LITTLE GIRL toddles up to greet him.

                                     SAM
                         Elanor!

               He hugs his daughter...

                                     FRODO (V.O.)
                         My dear Sam. You cannot always be 
                         torn in two. You have to be one and 
                         whole for many years. You have so 
                         much enjoy and to be and to do. 
                         Because Sam, your part in the journey 
                         goes on.

               ANGLE ON: ROSIE COTTON steps up and kisses SAM on the cheek... 
               she gives him a TINY BABY BOY to cradle.

                                     SAM
                         Hello, little Frodo!

               ANGLE ON: SAM with his FAMILY... he draws a deep breath:

                                     SAM
                         Well... I'm back.

               SAM looks at his LOVELY FAMILY with GREAT HAPPINESS, tinged 
               with a little SADNESS...

               SAM and ROSIE take the CHILDREN'S HANDS and enter BAGSHOT... 
               the BRIGHT YELLOW DOORWAY closes behind them.

               FADE TO BLACK.

                                         THE END