(Many thanks to ~Venora~ for finishing the second half of this script) Please Note: You may NOT duplicate this script on your own website. Read here for more information.

(Scene opens with the exterior of the Misty Mountains. Faintly, voices echo

within)

Gandalf:(v.o.) You cannot pass!

Frodo:(v.o) Gandalf!

Gandalf:(v.o) I am a servant of the secret fire, wielder of the flame of Anor! Go

back to the shadow. Dark fire will not avail you, flame of Udun!

(Zooms into Khazad-dum, Gandalf is confronting the Balrog)

Gandalf: YOU SHALL NOT PASS!

(Gandalf strikes his staff down and causes the bridge to crack. The Balrog falls, and as

he falls he snaps his whip which reaches up and grabs Gandalf by his ankle. Gandalf is

pulled back, causing Glamdring and his staff to fall after the Balrog and he clings to the

ledge by his fingertips. Frodo starts to run to Gandalf, but Boromir grabs him and holds

him back.)

Boromir: No! No!

Frodo: Gandalf!

(Gandalf is clinging desperately to the ledge, his fingers groping for a better

hold)

Gandalf: Fly, you fools!

Frodo: NO!!!!

(Gandalf lets go of the ledge, and intercepts Glamdring, and attacks the Balrog as

they’re falling. Gandalf jumps onto the Balrog’s stomach, stabbing at him. As they fall,

the Balrog turns, causing Gandalf to fall off. The Balrog grabs Gandalf and knocks him

around against the sides. Gandalf is able to grab the horns of the Balrog and flip onto

the back of the Balrog’s head. He stabs the Balrog again in the back of the head. The lake

of Moria lights up in reflection of the Balrog’s fire as he and Gandalf fall into the

water.)

(Frodo wakes suddenly from a dream)

Frodo: Gandalf!

(Sam wakes up next to him and sits up quickly, concern on his face.)

Sam: What is it, Mr. Frodo?

Frodo: Nothing.

(Frodo lays back down, his breathing relaxing)

Frodo: Just a dream.

(Frodo and Sam climb down a giant rock in the Emyn Muil using Sam’s rope from

Lothlorien. The bottem is shrouded in mist and fog.)

Sam: Can you see the bottom?

Frodo: No! Don’t look down, Sam! Just keep going.

(Sam slips and a box drops from his bag)

Sam:Catch it. Grab it Mr Frodo!

(Frodo manages to grab the box and looses his footing while at it.)

Frodo: Ahhhh!

Sam: Mr Frodo?

(Frodo lands safely on the ground and looks up.)

Frodo: I think I’ve found the bottom.

(Sam climbs down quickly to Frodo. Frodo looks around at the surroundings.)

Sam: Bogs and rope and goodness knows what. It’s not natural. None of it.

Frodo: (looking at the box) What’s in this?

Sam: Nothing. Just a bit of seasoning. I thought maybe if we was having a roast

chicken one night or something.

Frodo: Roast chicken?!

Sam: You never know.

Frodo: (smiling) Sam, my dear Sam.

Sam: It’s very special, that. It’s the best salt in all the Shire.

Frodo: It is special. It’s a little bit of home.

(Frodo looks at Sam’s rope hanging down from the rock)

Frodo: We can’t leave this here for someone to follow us down.

Sam: Who’s gonna follow us down here, Mr Frodo? It’s a shame really. Lady Galadriel

gave me that. Real Elvish rope. Well there’s nothing for it. It’s one of my knots. Won’t

come free in a hurry.

(Sam yanks on the rope and all of a sudden it looses itself from its knot and drops to

the ground.)

Frodo: (amused) Real Elvish rope.

(The next day, as they’re climbing through the jagged rocks of Emyn Muil, they look

toward Mordor. Mordor is seen in the distance, Mount Doom erupting in flame.)

Sam: Mordor. The one place in Middle-Earth we don’t want to see any closer is the

one place we’re trying to get to, and just where we can’t get.

(Sam turns around and looks at Frodo, his face showing a hopeless look.)


Sam: Let’s face it, Mr. Frodo. We’re lost. I don’t think Gandalf meant for us to

come this way.

Frodo:(Looking hopeless as well)He didn’t mean for a lot of things to happen,

Sam. But they did.

(Frodo stares at Mordor and suddenly is zoomed into the Eye. Frodo gives a pure look of

terror as it it cut to the Eye, looking fiery and great. Frodo gasps for breath and

collapses to the ground.)

Sam:(Looking concerned turns to Frodo)Mr. Frodo? It’s the ring, isn’t

it?

Frodo: It’s getting heavier.

(Frodo reaches up and clutches the ring to his chest, his breathing starting to relax

again, and then takes a drink of water. Sam sits down as well, taking off his pack and

starts to rummage through it.)

Frodo:(turning to Sam) What food have we got left?

Sam: Well, let me see.

(Sam pulls out some wafers wrapped in green leaves.)

Sam: Oh, yes. Lovely. Lembas bread. And look! More lembas bread.

(Sam breaks off a piece for Frodo and throws it to him and then a piece for himself.

They start to eat it, their faces still looking gloomy.)

Sam: I don’t usually hold with foreign food, but this Elvish stuff,it’s not

bad.

Frodo: (smiling Sam’s way) Nothing ever dampens your spirits, does it,

Sam?

Sam: (sighs) Those rain clouds might.

(Frodo and Sam sit huddled against a rock face while they are wrapped in their cloaks,

in the rain. Gollum is heard breathing and his hand is seen grapping the rock. Frodo

looks up nervously and scans their surroundings. Climbing over the rocky terrain, they

continue to travel. Their surroundings are darker and mistier, making it hard to see where

they are going.)

Sam:(v.o.) This looks strangely familiar.

Frodo:(stopping and looking around in frustration) That’s because we’ve been

here before. We’re going in circles.

Sam:(v.o.) Ugh. What is that horrid stink?

Sam:(turning towards Frodo)I wonder if there’s a nasty bog nearby. Can you

smell it?

Frodo:(v.o.)Yes,(coming up next to Sam)I can smell it. (turning to Sam)

We’re not alone.

(Frodo and Sam are asleep; Gollum is climbing slinkily down the cliff above

them.)

Gollum: They’re thieves. They’re thieves. The filthy little thieves. Where is it?

Where is it? They stole it from us. My Precious. Curse them, we hates them! It’s ours it

is, and we wants it.(his hand reaches down to grab Frodo)

(Frodo and Sam jump up wide awake and each grab hold of one of Gollum’s outstretched

arms, and pull him down to the ground. He screams raspily and pushes them away from him,

causing them to fall down. The Ring on the chain around Frodo’s neck becomes visible as

Frodo is knocked to the groud. Gollum, seeing the Ring that has come out of Frodo’s shirt,

jumps on Frodo and starts to grapple with Frodo for it. Sam crawls over and grabs Gollum’s

leg, pulling him off Frodo. Gollum whirls around and slaps Sam causing him to fall. Gollum

turns around again and goes back to Frodo, trying desperately to touch the ring. Frodo is

using all of his strength to keep Gollum’s hands away from the Ring. Sam gets up again

grabs Gollum around his torso and jerks him off Frodo. Gollum, still holding onto Frodo,

flings him to the other side as well. Gollum gets loose from Sam’s grip and pushes off

Sam’s back onto the rocks. Gollum turns around and jumps back down onto Frodo. Sam grabs

Gollum again by the torso and lifts him off Frodo. Gollum wriggles free and turns in Sam’s

grip and slaps him. He then bites Sam on the neck. They tussle on the ground, Gollum

managing to get on his back and get a good grip on Sam’s neck, until Frodo unsheathes Sting

and points it at Gollum’s throat. Gollum immediatley relaxes his grip a little, raises one

hand in slight surrender.)

Frodo: This is Sting. You’ve seen it before, haven’t you, Gollum? Release him, or

I’ll cut your throat.

(Gollum makes crying noises, realesing Sam from his grip. His face crunching up in fear

and sadness. The next morning they have Gollum tied with Sam’s Elvish rope, like a dog on a

leash, Sam holding the other end of the rope. Gollum is flailing around and moaning like a

pathetic creature.)

Gollum: (screaming and wailing) It burns! It burns us! It freezes!

(Sam pulls on Gollums rope causing him to lose his footing. Sam drags him through the

rocks. Gollum grabs hold of a rock jutting out of the ground and pulls on the

rope)

Gollum:Nasty Elves twisted it! (looking pleadingly at Sam and Frodo) Take it

off us!

Sam: Quiet you!

Gollum:(Gollum leans back and cries) Aaahhhh!

Sam:(turning frustatingly to Frodo) It’s hopeless! Every orc in Mordor’s

gonna hear this racket. Let’s just tie him up and leave him.

Gollum: No! That would kill us! Kill us!

Sam: It’s no more than you deserve!

(Gollum rolls around on the ground, wailing, trying to rub the rope off.)

Frodo: Maybe he does deserve to die. But now that I see him, I do pity him.

(Gollum abruptly stops wailing. He gets up on his knees, his face looking at Frodo

pleadingly.)

Gollum: We be nice to them, if they be nice to us. Take it off us! We swears to do

what you wants. We swears!

Frodo: There is no promise you and make that I can trust.

Gollum: We swears to serve the master of the Precious. We will swear on…on the

Precious! *Gollum, Gollum*

Frodo: The ring is treacherous. It will hold you to your word.

Gollum: (Nods head and crawls up to Frodo) Yes on the Precious. On the

Precious.

Sam: I don’t believe you!

(Sam runs forward to shoo Gollum away. As Gollum runs away, he climbs a big rock.

Yanking the rope, Sam pulls Gollum back to the ground.)

Sam: Get down! I said, down!

Frodo:(grapping hold of Sam’s shouldar) Sam!

Sam: He’s trying to trick us! If we let him go, he’ll throttle us in our sleep!

(Gollum gasps for air, clutching his throat. Frodo goes over to him and stands above

him)

Frodo: You know the way to Mordor?

Gollum: Yes.

Frodo:(kneels down besides Gollum) You’ve been there before?

Gollum:(nervously) Yes.

(Frodo takes the rope off of Gollum. Gollum has a look of disbelief and surprise and

Sam looks on in disapproval.)

Frodo: You will lead us to the Black Gate.

(Gollum scampers off, moving effortlessly through the jagged rocks leaving the Hobbits

scrambling behind and trying to keep up.)

Smeagol: To the gate, to the gate! To the gate, the master says. Yes!

Gollum: No! We won’t go back Not there. Not to him. They can’t make us. *Gollum!

Gollum!*

Smeagol: But we swore to serve the master of the precious.

Gollum: No! Ashes and dust and thirst there is and pits, pits, pits. And Orcses,

thousands of Orcses. And always the Great Eye watching. Watching.

(Gollum turns to the Hobbits in the distance and screams)

Gollum: Aaaarrrggghhh!!!

(Gollum runs away as fast as possible. Sam and Frodo give chase.)

Sam: Hey! Come back now! Come back! There! What did I tell you? He’s run off, the

old villain. So much for his promises.

Smeagol: This way, Hobbits. (Reappears behind a rock.) Follow me!

(Frodo and Sam continue to follow their new Leader. Sam follows giving a look of anger

and frustration.)

(The Uruk-hai are running across the terrain. Merry and Pippin are being carried on the

backs of two Uruk-hai. Merry is in bad shape with a cut on his forehead and doesn’t seem

too alert. Pippen is awake and whispers to him.)

Pippin: Merry! Merry!

(A band of Uruk-hai marches across the plain, with two hobbits bound to the backs of two

Uruk-hai. Pippin tries to call to Merry, who is unconscious with a gash on his right

brow.)

(Suddenly, an Uruk-hai puts up his hand and signals a stop. A Group of Mordor Orcs

appears behind some rocks)

Orc Leader: You’re late. Our master grows impatient. He wants the Shire-rats now.

Uruk-hai Leader: I don’t take order from Orc-maggots. Saruman will have his prize.

We will deliver them.

(The Uruk leader turns away from the Orc leader, who’s immediately shows his dislike for

the Uruk. Meanwhile Merry’s looking very sick and moaning.)

Pippin: Merry! Merry! Wake up! (looking at the Uruks who are drinking something

from a leather pouch) My friend is sick. He needs water. Please!

Uruk: Sick, is he? Give him some medicine, boys! Hahaha!!

(An Uruk-hai pours a syrupy liquid into Merry’s mouth. Merry coughs and sputters with

the liquid in his mouth as he comes to.)

Pippin: Stop it!

Uruk: Can’t take his draught! Hahah!!

Pippin: Leave him alone!

Uruk: Why? You want some? Huh? Then keep your mouth shut!

(Uruk turns away from the Hobbits)

Pippin: Merry?

Merry: (conscious again) Hello Pip.

Pippin: You’re hurt?

Merry: I’m fine. It was just an act.

Pippin: (surprised) An act?

Merry: See? I fooled you too. Don’t worry about me, Pippin.

(The Uruk-hai leader sniffs the air while looking around.)

Uruk-hai: What is it? What do you smell?

Uruk Leader:(sniffing) Manflesh.

Uruk-hai: They’ve picked up our trail.

Pippin: Aragorn.

Uruk Leader: Let’s move!

(The Uruk-hai pick up speed, Pippin has a thought and acts on it at once. Using his

teeth, he tears the leaf-brooch of his Lorien cloak, and looks around and spits it out onto

the trail. Uruk feet trample on the brooch, pushing it further into the ground. Aragorn

lies on the rocky terrain, listening. Faintly, the sound of many feet can be

heard.)

Aragorn: Their pace has quickened. They must have caught our scent. (He rises.

Turning his head he yells to Legolas and Gimli and then runs off.) Hurry!

(Legolas comes running up, turns to call back to Gimli.)

Legolas: Come on, Gimli.

Gimli:(breathing hard) Three days and nights pursuit. No food, no rest, no

sign of our quarry but what bare rock can tell.

(The three are running over any vistas as fast as they can. Aragorn has stopped and

kneeling, he picks up Pippin’s leaf-brooch.)

Aragorn: Not idly do the leaves of Lorien fall.

Legolas:(Running up to Aragorn) They may yet be alive.

Aragorn:(getting up) Less than a day ahead of us. Come.(They run off)

(Gimli falls out from behind a boulder and rolls down a hill.)

Legolas:(turns around once again to shout at Gimli) Come! Gimli, we are

gaining on them!

(Gimli struggles to his feet)

Gimli:(running and calling after them) I am wasted on cross-county. We

Dwarves are natural sprinters. Very dangerous over short distances.

(The three runners struggle through a boulder covered area, and come to a rise that

over-looks the green and rocky terrain of Rohan.)

Aragorn: Rohan. Home of the Horse-lords. There is something strange at work here.

Some evil gives speed to these creatures. Sets its will against us.

(They continue on making their way down the rocks.)

Aragorn:(calling out ahead to Legolas) Legolas! What do you Elf-eyes see?

(Legolas peers off into the distance.)

Legolas: The Uruks turn Northeast. They’re taking the hobbits to Isengard!

Aragorn:(to himself) Saruman.

(Scene goes to Isengard, smoke and fire can be seen all around it. The land is dark and

gloomy. The sound of Orcs working hard below ground is heard. Saruman is seen inside

Orthanc, his hand outstretched over the Palantir, his eyes closed in concentration as he is

using it to communicate to the Dark Lord Sauron.)

Saruman: (telepathically)(v.o.)The world is changing. Who now has the

strength to stand against the armies of Isengard and Mordor? (We glimpse into the

Palantir and Orcs are seen crossing the bridge of Barad Dur.) To stand against the

might of Sauron and Saruman, and the union of the two towers? Together, my lord Sauron, we

shall rule this middle earth. (The tower of Barad Dur is seen and the great fiery eye of

Sauron at the pinnacle with Mount Doom seen in the distance.)

(Orcs are cutting down large trees. A tree falls into one of the pits in Isengard.

Saruman walks through the ironworks under Isengard inspecting the work of the

Orcs.)

Saruman:(still talking to Sauron)(v.o.)The old world will burn in the fires

of Industry, the forests will fall. A new order will rise. (Orcs are seen cutting the

trunks of the trees, feeding the logs into the fires and making weapons for the Uruk-hai.)

We will drive the machine of war with the sword, and the spear, and the iron fist of

the orc. (Uruk-Hai are being hatched, then inspected by orcs.)

(Saruman is outside overseeing the production that is going on.)

Saruman: I want them armed and ready to march within two weeks!

Head Orc: But my lord, there are too many! They cannot all be armed in time, we

don’t have the means.

Saruman: Build a dam, block the stream, work the furnaces night and day.

Head Orc: We don’t have enough fuel to feed the fires.

Saruman: (looking at Fangorn forest) The Forest of Fangorn lies on our doorstep.

Burn it!

Head Orc: Yes!

(Back in his Throne Room, Saruman is listening to a Wildman of Dunland)

Wildman: We will fight for you.

Saruman: Swear it!

(The wildman takes his dagger and cuts his palm, swearing with his blood.)

Wildman: We will die for Saruman!

(Outside of Isengard, Saruman is in the middle of a mob of Wild Men, armed with torches

and poles.)

Saruman: The Horsemen took your lands. They drove your people into the hills to

scratch a living off rocks!

Wild Man:(yelling) Murderers!

(The Wild Men are seen yelling and grunting and raising their torches)

Saruman: Take back the lands they stole from you, burn every village.

(The Wild Men yell in approval and run off out of Isengard shouting and yelling.)

Saruman:(Talking to Sauron again)(v.o.) We have only to remove those who

oppose us. It will begin in Rohan. Too long have peasants stood against you. But no more.

(Wild men are seen running toward a village. Inside the village the peasants are seen

scrambling about, running for there lives. Women are screaming and children crying. A

woman is saddling a horse while others are running past her, leaving the

village.)

Woman: Éothain! Éothain! You take your sister. You’ll go faster with just two.

(Éothain mounts the horse with the help of his mother. She then beckons to her

daughter.)

Freda: Father says Éothain must not ride Garulf. He is too big for him.

(The woman helps Freda up onto the horse in front of the boy)

Woman: Listen to me, you must ride to Edoras and raise the alarm. Do you understand

me?

Éothain: Yes momma.

(Freda starts to weep and reaches out for her mother)

Freda: I don’t want to leave. I don’t go, mama.

Woman:(gently holding Freda’s head) Freda, I will find you there.

(She kisses Freda on the cheek, a scream is heard and the woman looks to see the wild

men coming down the hill.)

Woman: Quickly! (The kids reluntacly take off on the horse) Go child.

(Wild Men and orcs are attacking the village, attacking the people who are still there.

Houses burn. They are being slaughtered mercisly. The children now far away look back from

the top of the hill. Freda is still crying.)

Saruman: (v.o.) Rohan, my lord, is ready to fall.

(A group of Rohirrim lead by Eomer arrive at the Fords of Isen, where they find a fellow

group of warriors being slain by Orcs. It is raining and the sky is dark. The ground is

littered with the dead from both sides.)

Éomer: Théodred. (to his men) Find the king’s son!

(The warriors get of their horses and search for Theodred among those slain

Rohirrim.)

Bereg: Mordor will pay for this!

Éomer: These Orcs are not from Mordor.

(Éomer turns around a dead Orc and the White Hand of Saruman becomes visible on the

Orc’s helmet)

Rohan Rider 1: My Lord Éomer, over here!

(Eomer runs to the soldier and examines the body of Théodred)

Éomer: (astonished) He’s alive.

(Éomer and his contingent are riding through valleys and hills and finally up to

Edoras’s gate. Théodred sits in front of Éomer unconscious. Éowyn goes to Théodred’s room

where he is laying, Éomer at his side. She rushes in and sits down on the bed next to

him)

Éowyn: Théodred.

(Théodred moves his head slightly and his eyelids flutter. He lets out a small breath.

Éowyn looks to Éomer who gives her a grave look and motions to Théodred’s wounds. She lifts

one of the bandages on Théodred’s abdomen and grimaces; she looks to Éomer again.)

(Éomer and Éowyn are in the darkened throne room approaching an old and worn looking

Théoden.)

Éowyn: Your son is badly wounded, my lord

Éomer: He was ambushed, by orcs. (Théoden looks unresponsive and uncaring) If

we don’t defend our county, Saruman will take it by force.

Grima: That is lie.(Grima appears coming around the corner and takes his place by

Théoden’s side)
Saruman the White has ever been our friend and ally.

Théoden:(whispering) Grima.

(Grima bends down to hear the King his eyes still on Éowyn and Éomer.)

Théoden: Grima. (whispers something unintellagable) Grima.

Éomer: Orcs are roaming freely across our lands. Unchecked. Unchallenged. Killing at

will. Orcs bearing the white hand of Saruman.

(He drops an orc helmet onto the step in front of the throne, the helmet has a painted

white hand on it. Grima eyes the helmet.)

Grima: Why do you lay these troubles on an already troubled mind? Can you not see.

Your uncle is wearied by your malcontent, your warmongering.

Éomer: Warmongering?? (He grabs Grima by the throat) How long is it since

Saruman bought you? What was the promised price, Grima? When all the men are dead, you will

take your share of the treasure? (Grima looks as Éowyn goes to leave the room, catching

her eye. Éomer follows his stare then grasps Grima’s face harder) Too long have you

watched my sister. Too long have you haunted her steps.

(Grima’s face relaxes in delight as guards grab Éomer from behind and pull him

away.)

Grima: You see much Éomer son of Éomund. Too much.

(Éomer is punched in the gut by one of the guards.) You are banished forthwith from

the Kingdom of Rohan and all its domains under pain of death.

Eomer: You have no authority here. Your orders mean nothing.

(Éomer gets punched in the stomach once more)

Gríma: This order does not come from me. It comes from the king. He signed it this

morning.

(Gríma shows Eomer the banishment document, which has been signed by Theodred. Éomer

gets dragged away.)

(Uruk-hai are running through a field. Merry and Pippin are being carried on the backs

of two Uruks. The Aragorn, Legolas, and Gimli are still in pursuit, with Gimli lagging

behind a little.)

Gimli: Keep breathing. That’s the key. Breathe. Ohh.

Legolas: They run as if the very whips of their masters were behind them.

(Night: The Uruks stop, Merry and Pippin are pushed to the ground.)

Orc: We’re not going no further until we’ve had a breather.

Lead Uruk-hai: Get a fire going.

(The orcs go into Fangorn Forest to get wood and they start chopping on trees. Pippin

crawls over to Merry.)

Pippin: Merry! Merry!

Merry: I think we might have made a mistake leaving the Shire, Pippin.

(Groaning can be heard from the forest as the orcs chop the trees into logs with their

axes.)

Pippin:(concerned) What’s making that noise?

Merry:(looking at the forest in awe) It’s the trees.

Pippin: What?

Merry: You remember the Old Forest, on the borders of Buckland? Folks used to say

there was something in the water that made the trees grow tall and come alive.

Pippin: Alive?

Merry: Trees that could whisper, talk to each other, even move.

Uruk 1: I’m starvin’. We ain’t had nothing but maggoty bread for three stinking

days.

Orc 1: Yeah! Why can’t we have some meat?! (Spotting Merry and Pippin he grins

evilly) What about them? They’re fresh.

Lead Uruk: They are not for eating.

(The lead Uruk grabs the two hobbits and drags them away from the group of hungry

orcs)

Orc 2: What about their legs? They don’t need those. Ooh, they look tasty.
(Goes towards the hobbits)

Lead Uruk:(pushing the orc away back into the group) Get back, scum!

(The orcs yell and get rowdy)

Lead Uruk: The prisoners go to Saruman. Alive and unspoiled.

Orc 2: Alive? (trys to get a closer look at the Hobbits.( Why alive? Do they

give good sport?

Uruk Leader: They have something. An Elvish weapon. The master wants it for the war.


(An orc slowly sneaks up to the Hobbits with his blade drawn…)

Pippin: (Whispering) They think we have the Ring.

Merry: (Whispering) Shh! As soon as they find out we don’t, we’re dead.

(As the orc gets closer to the Hobbits, he licks his mouth and hisses)

Orc: Just a mouth full … (The Uruk Leader quickly turns around) … a bit

of the flank.

(The lead Uruk cuts off that orc’s head. It lands on the ground in front of Merry and

Pippin.)

Lead Uruk: Looks like meat’s back on the menu, boys.

(The orcs yell in approval. The hobbits are pushed out of the way as the orcs dig in.)

Merry: Pippin. Let’s go.

(The hobbits crawl off away from the orcs. Orc 2 puts his foot on Merry’s back stopping

him from crawling any further. Pippin turns over and lets out a slight yelp in

surprise.)

Orc 2: Go on. Call for help. (The orc leans over and grabs Pippin’s chin in his

hand point his knife threateningly at him.)Squeal! No one’s gonna save you now.

(The orc motions to cut Pippin, when suddenly a spear goes through the orc’s back. He

screams and falls to the side. Riders are seen coming out of the darkness armed with spears

and arrows. The other orcs and Uruks notice them and they start to battle.)

Merry: Pippin!

(The riders ride through the orcs slaughtering them using bows, spears, and swords.

Pippin looks around in fright in all the confusion of battle. He turns over onto his back

and finds himself under a rearing horse.)

(Morning: The three pursuers are seen again.)

Legolas: The red sun rises, blood has been spilled this night.

(Aragorn bends down looking at the ground. He hears horses and stands up and gestures

for the other two to follow him in hiding behind a rock. The riders of Rohan ride up over

the hill a moment later. Aragorn, seeing who they are, steps out.)

Aragorn: (Yelling) Riders of Rohan, What news from the mark?

(The horsemen turn and circle around and surround the three, spears out.)

Éomer: What business does an elf, a man, and a dwarf have in the Riddermark? Speak

quickly!

Gimli: Your real name, horse master and I shall give you mine.

Éomer: I would cut off your head, dwarf, if it stood but a little higher from the

ground.

(Legolas draws his bow.)

Legolas: You would die before your stroke fell.

(The spears get closer to Legolas, Aragorn grabs Legolas’ arm and puts it down. Gimli

lets out a sigh of relief.)

Aragorn: I am Aragorn, son of Arathorn, this is Gimli son of Gloin, and Legolas of

the woodland realm. We are friends of Rohan, and of Théoden your King.

Éomer: Théoden no longer recognizes friend from foe. (Éomer removes his helmet)

Not even his own kin.

(The riders raise their spears.)

Éomer: Saruman has poisoned the mind of the King and claimed lordship over his

lands. My company are those loyal to Rohan, and for that we are banished. The white wizard

is cunning. He walks here and there they say, as an old man, hooded and cloaked, and

everywhere his spies slip past our nets.

Aragorn: We are no spies. We track a party of Uruk-Hai westward across the plain.

They have taken two of our friends captive.

Éomer: The Uruks are destroyed, we slaughtered them during the night.

Gimli: But there were two hobbits. Did you see two hobbits with them?

Aragorn: They would be small, only children to your eyes.

Éomer: We left none alive. We piled the carcasses and burned them.

Gimli: Dead?

Éomer: (nods) I am sorry.

(Legolas puts his hand on Gimli’s shoulder in comfort.)

Éomer: (Whistles) Hasufel, Arod. May these horses bear you to better fortune

than their former masters. Farewell.

(Two horses come forward, one sorrel and one white.)

Éomer: Look for your friends, but do not trust to hope. It is forsaken in these

lands. (To the riders) We ride north!

(The riders follow Éomer, leaving the three alone. They ride towards the burning pile of

orc carcasses. Gimli searches through the smoldering bodies, as Aragorn and Legolas look

around for any sign of the two hobbits. Gimli picks up a small sword belt from the

pile.)

Gimli: It’s one of their wee belts.

Legolas: Hiro hyn hîdh ab ‘wanath.*May they find peace after death*

(Aragorn shouts and kicks one of the orc helmets. He then falls onto his knees and puts

his head down.)

Gimli: We failed them.

(Aragorn looks at the ground, and sees tracks.)

Aragorn: A hobbit lay here, and the other.

(Pippin screams as he lies under a rearing horse, he moves to the side, barely missing

the hooves)

Aragorn: They crawled. (Pippin is crawling on the ground) Their hands were

bound. (Pippin finds a discarded scimitar and starts to hack away on his bindings.)

Their bonds were cut. (Aragorn picks up the ropes. Pippin cuts off Merry’s bonds as

well. They run back and forth between the fighting men, horses, and orcs.) They ran

over here. They were followed. (One of the orcs grabs onto Merry’s belt.)

Merry: The belt!

(Merry undoes the belt and the orc is left with just the belt in his hand. He scowls and

growls.)

Merry: Run!

Aragorn: The tracks lead away from the battle, (Merry and Pippin run into the

forest.) into Fangorn Forest.

Gimli: Fangorn Forest, what madness drove them in there?

(Scene shifts into Fangorn Forest, Merry and Pippin are running through the trees.

Pippin and Merry lay down in a hole created by roots.)

Pippin: Did we lose ‘em? I think we lost ‘em.

(The orc comes through the trees.)

Orc: I’m gonna rip off your filthy little heads.

(Merry and Pippin get up and run and hide behind a tree)

Orc: Come ‘ere!

(Merry and Pippin run through the woods away from the orc.)

Merry: Trees, climb a tree.

(Pippin climbs up the nearest tree, Merry follows.)

Merry: He’s gone.

(The orc grabs Merry by the ankle and drags him down from the tree. The orc leaps on top

of him. Merry kicks him in the face.)

Pippin: Merry!

(Pippin looks back at the tree, which has now blinked its eyes, then looks away, and

does a double take.)

Pippin: Augh!

(Pippin releases the tree who gives him a stern look, then falls backward out of the

tree. The tree catches him.)

Orc: Let’s put a maggot hole in your belly.

(The orc’s sword is raised, he hears something behind him and looks out of the corner of

his eye. Then as he turns to see what it is, Treebeard steps on the orc and squishes him.

Merry gets up.)

Pippin: Run Merry!

(Treebeard takes two steps and picks up Merry his other hand.)

Treebeard: Little orcs, Bu-la-rum.

Pippin: It’s talking Merry, the tree is talking.

Treebeard: Tree?!? I am no tree. I am an Ent.

Merry: A tree herder. A shepherd of the forest.

Pippin: Don’t talk to it Merry, don’t encourage it.

Treebeard: Treebeard some call me.

Pippin: And whose side are you on?

Treebeard: Side? I am nobody’s side, because nobody’s on my side, little orc. Nobody

cares for the woods anymore.

Merry: We’re not orcs, we’re hobbits.

Treebeard: Hobbits? Never heard of a hobbit before. Sounds like orc mischief to

me.

(He grips Merry and Pippin tighter. They squirm.)

Treebeard: They come with fire, they come with axes, gnawing, biting, breaking,

hacking, burning. Destroyers and usurpers. Curse them!

Merry: No, you don’t understand. We’re hobbits, halflings, shire-folk.

Treebeard: Maybe you are, and maybe you aren’t. The white wizard will know.

Pippin: (Whispered) The white wizard?

Merry: Saruman.

(Treebeard drops the hobbits onto the ground, they look up and see the white

wizard.)

(Scene shifts to Gollum and the hobbits, Gollum is racing ahead on all fours climbing

over the rocks.)

Gollum: See! See! We’ve led you out. Hurry, Hobbitses, hurry! Very lucky we find

you. (to Sam as he passes) Nice hobbit.

(They move on with Gollum leading. Sam looses his footing in the

bog.)

Sam: Ooh! It’s a bog. He’s led us into a swamp!

Gollum: Swamp. Yes, yes. Come master, we will take you on safe paths through the

mist. Come hobbits come. Real quickly. I found it, I did. The way through the marshes. Orcs

don’t use it, orcs don’t know it. They go round for miles and miles, come quickly, swift

and quick as shadows we must be.

(The camera spans the bog, showing miles and miles of marshes, with the rocky landscape

of Mordor in the distance.)

(Taking a short rest, the Hobbits try to regain their strength.)

Sam: I hate this place, it’s too quiet. There‘s been no sight nor sound of a bird

for two days.

Gollum: No, no birdses to eat, no crunchable birdses. We are famished, yes! Famished

we are, precious!

(Gollum spots a worm and picks it up and wiggles is. He then eats it quick. Sam looks on

not sure what to think and looks at his own Lembas.)

Frodo: Here. (He tosses Gollum a piece of Lembas)

Gollum: What does it eats? Is it tasty? (Gollum giggles and tries to eat it, but

chokes on it) It tries to chokes us! We can’t eats Hobbit food! We must starve!(He

wails and acts pathitic.)

Sam: Well, starve, then. And good riddance!

Gollum: Oh, cruel hobbit! It does not care if we be hungry. Does not care if we

should die! (turns his face towards Frodo) Not like Master. Master cares. Master

knows. Yes, precious. Once it takes hold of us, it never lets go.

(Frodo reaches to touch the ring, and Gollum tries too.

Frodo: Dont touch me!(swats Gollum’s hand away)

(The hobbits are struggling their way through the swamp. Sam sees faces in the water.)

Sam: There are dead things, dead faces in the water.

Gollum: All dead. All rotten. Elves and men and orcses. A great battle long ago. The

dead marshes. Yes, yes that is their name. This way. Don’t follow the lights. (Sam falls

through another hole) Careful now, or hobbits go down to join the dead ones and light

little candles of their own.

(Frodo starts to go off in another direction, he comes to the water and stares blankly

at an elf corpse in the water, he starts to waver.)

Sam: Frodo!

(The corpse’s eyes open and Frodo falls into the water. Underneath the water, white

ghostly forms start to surround him, grabbing him. They reach for him. A hand reaches down

and pulls Frodo to the surface. Gollum drags him back up onto the land.)

Frodo: Gollum?

Gollum: Don’t follow the lights.

(Gollum leaves. Sam comes up.)

Frodo: Gollum.

Sam: Mr. Frodo, are you all right?

(Mordor is seen storming, red, orange and black. Sam sleeps. Frodo lies on his side

stroking the ring.)

Gollum: So bright. So beautiful. Our Precioussssss.

(Frodo gets halfway up and looks at Gollum.)

Frodo: What did you say?

Gollum: Master should be resting. Master needs to keep up his strength.

Frodo: (Going over to Gollum) Who are you?

Gollum: Mustn’t ask us, not it’s business. *Gollum, gollum.*

Frodo: Gandalf told me you were one of the river folk

Gollum: (Singing) Cold be heart and hand and bone, cold be travelers far from

home.

Frodo: He said your life was a sad story.

Gollum: (Singing) They do not see what lies ahead, when sun has failed and

moon is dead.

Frodo: You were not so very different from a hobbit once. Were you? Sméagol.

Gollum: What did you call me?

Frodo: That was your name once, wasn’t it? A long time ago.

Gollum: My name? My name? Ss… Ss… Sméagol.

(A Nazgûl screech fills the air. Sam jumps up. Gollum Screams.)

Sam: Black Riders.

Gollum: Hide! Hide!

(Frodo screams and grasps the spot where he was wounded by the Nazgûl blade. He sees the

white faces of the Nine and relives the stabbing. Sam runs over to Frodo, and drags him

into cover.)

Sam: Come on Frodo, come on!

Gollum: Hurry, they will see us, they will see us.

Sam: I thought they were dead.

Gollum: Dead? No, you cannot kill them. No.

(A black rider is riding upon a flying beast. The rider sniffs, and the beast roars as

they go lower. The rider passes over their head.)

Gollum: Ahhh! Wraiths, wraiths on wings!

(Frodo reaches for the ring)

Gollum: They are calling for it, they are calling for the Precious.

(Sam grabs Frodo’s hand away from the ring and puts it in his own.)

Sam: Frodo. It’s all right.

(The Nazgûl flies away.)

Gollum: Hurry hobbits, the Black Gate is very close.

(Scene goes to the woods, Gimli, sees black liquid on some leaves. He touches it and

then touches it to his mouth. He spits.)

Gimli: Orc blood.

(The three make their way through Fangorn Forest.)

Aragorn: These are strange tracks.

Gimli: The air is so close in here.

Leoglas: This forest is old. Very old. Full of memory and anger.

(The trees groan. Gimli picks up his axe.)

Legolas: The trees are speaking to each other.

Aragorn: Gimli. Lower you axe.

Gimli: Oh.

Legolas: They have feelings my friend. The Elves began it. Waking up the trees,

teaching them to speak.

Gimli: Talking trees. What do trees have to talk about? Except the consistency of

squirrel droppings?

Legolas: Aragorn, nad no ennas! *Something’s out there.*

Aragorn: Man cenich? *What do you see?*

Legolas: The White Wizard Approaches

Aragorn: Do not let him speak, he will put a spell on us. (Aragorn draws his

sword) We must be quick.

(They all turn to attack, Gimli throws his axe, which is knocked to the side, Legolas

looses his bow, which is also knocked aside. Aragorn’s sword turns orange with heat and he

drops it. They shield their eyes from the bright white light that the wizard is

emitting.)

Gandalf: You are tracking the footsteps of two young Hobbits.

Aragorn: Where are they?

Gandalf: They passed this way, day before yesterday. They met someone they did not

expect. Does that comfort you?

Aragorn: Who are you? Show yourself!

(The light fades and Gandalf is clearly seen.)

Aragorn: (amazed) It cannot be.

Legolas: Forgive me!

(Legolas and Gimli look on in amazement, then bow.)

Legolas: I mistook you for Saruman.

Gandalf: I am Saruman. Or rather, Saruman as he should have been.

Aragorn: You fell.

Gandalf: Through fire, and water. On the lowest dungeon, on the highest peak I

fought him, the Balrog of Morgoth.

(Goes to an icy mountain peak, Gandalf is fighting the Balrog. Lightning connects with

Gandalf’s sword, it glows, the Balrog comes at him again and Gandalf stabs the Balrog in

the chest. The Balrog falls to the mountain below.)

Gandalf: Until at last I threw down my enemy and smote his ruin upon the

mountainside. (Gandalf is laying face up on the mountain peak, he is bleeding from his

nose.) Darkness took me and I strayed out of thought and time. (A bright light is

seen.) The stars field of end, and everyday was as long as a life age on the earth.

(Gandalf appears again, in a white background, apparently naked.) But it was not the

end. I felt life in me again. (Gandalf takes a gasping breath.) I’ve been sent back

until my task is done.

Aragorn: Gandalf.

Gandalf: Gandalf? Yes, that was what they used to call me. (Aragorn nods)

Gandalf the Grey. That was my name.

Gimli: Gandalf.

Gandalf: I am Gandalf the White, and I come back to you now at the turn of the

tide.

(The three and Gandalf are moving through Fangorn Forest.)

Gandalf: One stage of your journey is over, another begins. War has come to Rohan,

we must ride to Edoras with all speed.

Gimli: Edoras? That is no short distance!

Aragorn: We hear of trouble in Rohan. It goes ill with the king.

Gandalf: Yes, and it will not be easily cured.

Gimli: Then we have run all this way for nothing? Are we to leave those poor Hobbits

here in this horrid, dark, dank, tree-infested – (Once more the angry groans of the

trees reviberate through the forest) I mean, charming, quite charming forest.

Gandalf: It was more than mere chance that brought Merry and Pippin to Fangorn. A

great power has been sleeping here for many long years. The coming of Merry and Pippin will

be like the falling of small stones that starts an avalanche in the mountains.

Aragorn: (to Gandalf) In one thing you have not changed, dear friend.

Gandalf: Hm?

Aragorn: (to Gandalf) You still speak in riddles.

(They share a laugh)

Gandalf: A thing is about to happen that has not happened since the Elder Days. The

ents are going to wake up … and find that they are strong.

Gimli: Strong?! (hears the trees groan) Oh, that’s good.

Gandalf: So stop your fretting, Master Dwarf. Merry and Pippin are quite safe. In

fact, they are far safer than you are about to be.

Gimli: (to himself) This new Gandalf’s more grumpy than the old one.

(They emerge from Fangorn. Gandalf whistles, a horse neighs. A white horse is seen

coming up the plain towards them)

Legolas: That is one of the mearas unless my eyes are cheated by some spell.

Gandalf: Shadowfax. He’s the lord of all horses and has been my friend through many

dangers.

(He steps up and pets the horse’s neck lovingly. They ride quickly through the plains.

)

(Back in Fangorn Forest, Treebeard walks with Marry and Pippin in his branches as they

listen to his verses.)

Treebeard: “O rowen mine
I saw you shine
Upon a summer’s day
Upon your head
How golden-red
The crown you bore aloft” (Merry yawns)

Such a beautiful verse

Merry: Is it much further?

Treebeard: Bru-ra-hroom. Don’t be hasty. You might call it far, perhaps. (Shows

an overview of Fangorn Forest) My home lies deep in the forest near the roots of the

mountain. I told Gandalf I would keep you safe. And safe is where I’ll keep you. I believe

you will enjoy this next one too. It’s one of my own compositions. Right. (Treebeard

clears his throat, Pippin so trying hard not to fall asleep.)


Treebeard: “Beneath the roof of sleeping leaves
And the dreams of trees unfold
When woodland halls are green and cool
And the wind is in the West

Come back to me
Come back to me
And say my land is best
(Treebeard looks at the hobbits, Merry and Pippin are sleeping) Oh..

Treebeard: (puts the hobbits on the ground) Sleep, little Shirelings. Heed no

nightly noise. Sleep till morning light. I have business in the forest. There are many to

call. Many that must come. (He turns around and walks away) The Shadow lies on

Fangorn. The withering of all woods is drawing near.

(Back at Fangorn, Treebeard is walking through the forest with Merry and Pippin sitting

on his shoulders.)

(Night: Aragorn gets up from a fire and joins Gandalf who is standing a short ways off

looking towards the east.)

Gandalf: The veiling shadow that glowers in the east takes shape. Sauron will suffer

no rival. From the summit of Barad-dûr, his Eye watches ceaselessly. But he is not so

mighty yet that he is above fear. Doubt ever gnaws at him. The rumor has reached him. The

heir of Númenor still lives.

Gandalf: (continuing with a whisper) Sauron fears you, Aragorn. He fears what you

may become. And so he’ll strike hard and fast at the world of Men. He will use his puppet,

Saruman, to destroy Rohan. War is coming. Rohan must defend itself, and therein lies our

first challenge for Rohan is weak and ready to fall. The king’s mind is enslaved, it’s an

old device of Saruman’s. His hold over King Théoden is now very strong. Sauron and Saruman

are tightening the noose. But for all their cunning we have one advantage. The Ring

remains hidden. And that we should seek to destroy it has not yet entered their darkest

dreams. And so the weapon of the enemy is moving towards Mordor in the hands of a Hobbit.

Each day brings it closer to the fires of Mount Doom. We must trust now in Frodo.

Everything depends upon speed and the secrecy of his quest.

Do not regret your decision to leave him. Frodo must finish this task alone.

Aragorn: He’s not alone. Sam went with him.

Gandalf: (pleased) Did he? Did he indeed? Good. Yes, very good.

(Scene goes to Sam climbing a rock face. Frodo is following. They come to the top and

see the black gate.)

Gollum: The black gate of Mordor.

(Gollum cringes.)

Sam: (Whispers) Oh save us. My old Gaffer would have a thing or two to say if

he could see us now.

Gollum: Master says to show him the way into Mordor, so good Sméagol does, Master

says so.

Frodo: I did.

(Armed and armored orcs are walking along the top of the Black Gate.)

Sam: That’s it then, we can’t get past that.

(Soldiers yell orders in a different language, a large group of foreign soldiers are

marching towards the black gate. A horn blares, Gollum cringes and large trolls start to

open the gate.)

Sam: Look. The gate. It’s opening.

(Sam climbs further out onto the rocks.)

Sam: I can see a way down.

(The rock that Sam is on gives way and he falls.)

Frodo: Sam! No!

(Frodo follows after Sam)

Gollum: Master!

(Two soldiers from the group notice the rocks sliding down the hillside and stop to

look. Frodo slides down to Sam. He attempts to pull Sam out, but is unsuccessful. The

soldiers get closer. Frodo throws his Elvish cloak over them. The soldiers give up and

return the group. Frodo takes the cloak off of them and gets Sam out of the

gravel.)

Frodo: I do not ask you come with me Sam.

Sam: I know Mr. Frodo, I doubt even these Elvish cloaks will hide us in there.

Frodo: Now!

Gollum: No! (He grabs the two hobbits and yanks them back) No, no master,

they catch you, they catch you! Don’t take it to him. He wants the Precious. Always he’s

looking for it, and the Precious is wanting to go back to him. But we mustn’t let him have

it.

(Frodo jumps again to try and run for the Black Gate before it closes. Gollum grabs him

again.)

Gollum: No! There’s another way. A secret, a dark way.

Sam: Why haven’t you spoken of this before?!?

Gollum: Because Master did not ask.

Sam: (Pushes Gollum) He’s up to something.

Frodo: Are you saying there’s another way into Mordor?

Gollum: Yes. There’s a pass, and some stairs, and then…tunnel.

(Gollum sighs and lays his head against Frodo’s arm.)

Frodo: He’s led us this far, Sam.

Sam: Mr. Frodo, no.

Frodo: He’s been true to his word.

Sam: No.

Frodo: Lead the way Sméagol.

Gollum: Good Sméagol, always helps.

(The Black Gate clangs close. )

(Merry slowly wakes up and looks for Pippin. Sitting next to a little waterfall, Pippin

drinks from a large bowl. Merry gets up and looks around.)

Merry: Hello? Treebeard? Where has he gone?

Pippin: I had the loveliest dream last night. There was this large barrel, full of

pipe-weed. And we smoked all of it. And then you were sick. I’d give anything for a whiff

of Old Toby.

(Merry turns around as he hears the trees groan and walks towards Pippin)

Merry: Did you hear that? (the trees groan again) There it is again.

Something’s not right here. Not right at all.

(Pippin gets up and stretches making a groaning noise.)

Merry: (surprised) You just said something… Treeish.

Pippin: No I didn’t. I was just stretching. (does it again)

Merry: (walks around Pippin) You’re taller!

Pippin: Who?

Merry: You!

Pippin: Than what?

Merry: Than me!

Pippin: I’ve always been taller than you.

Merry: Pippin, everyone knows I’m the tall one. You’re the short one.

Pippin: Please, Merry. You’re what? Three-foot-six? At the most? Whereas me, I’m

pushing 3’7″. (stretches again, Pippin smiles) 3’8″! (Pippin drinks eagerly from

the bowl)

Merry: Three-foot-eight!? You did something!

(Pippin shrugs and smiles, while putting the large bowl on the rock he was sitting on.

Merry grabs the barrel from Pippin’s hands and takes a gulp and grins at Pippin while

running away from him)

Pippin: Merry, don’t! Don’t drink it!

(Merry tries to keep Pippin away while he takes another drink from the barrel. Pippin,

unsuccessfully keeps trying to grab the barrel from Merry.)

Pippin: Merry! No, Treebeard said that you shouln’t have any.

Merry: (still running) I want some!

Pippin: It could well be dangerous!

(Merry still runs while managing to keep out of Pippin’s reach.)

Pippin: Give me it back, Merry!

(The draught sloshes and spills as Merry tries to climb over big tree roots. The tree

groans as Merry and Pippin trip over the roots and fall and find themselves being trapped

as the roots close around them.)

Pippin: What’s happening?

Merry: It’s got my leg!

Pippin: Merry!

(The hobbits struggle, trying to free themselves, but eventually disappear behind leaves

that fall over their faces.)

Merry/Pippin: Help!

(Treebeard returns to silence)

Treebeard: Away with you. You should not be waking. Eat earth. Dig deep. Drink

water.

(The hobbits reappear again and quickly get up.)

Treebeard: Go to sleep. Away with you. (to the Hobbits) Come, the forest is

waking up. It isn’t safe.

(Treebeard picks them up and walks away)

Treebeard: The trees have grown wild and dangerous. Anger festers in their hearts.

Black are their thoughts. Strong is their hate. They will harm you if they can. There are

too few of us now. Too few of us Ents left to manage them.

Pippin: Why are there so few of you when you have lived so long? Are there

Ent-children?

Treebeard: There have been no Entings for a terrible long count of years.

Merry: Why is that?

Pippin: We lost the Entwives.

Pippin: Oh, I’m sorry. How did they die?

Treebeard: Die? No. We lost them. And now we cannot find them. I don’t suppose

you’ve seen Entwives in the Shire?

Merry: Can’t say that I have. You, Pip?

Pippin: What do they look like?

Treebeard: I don’t remember now.

(The three and Gandalf are riding towards Edoras. They stop as they go over a hill and

see Edoras.)

Gandalf: Edoras, and the Golden Hall of Meduseld. There dwells Théoden, King of

Rohan, whose mind is over thrown. Saruman’s hold over King Théoden is now very strong.

(In the throne room, Éowyn kneels at Théoden’s side.)

Éowyn: My lord, your son, he’s dead. My lord? Uncle? Will you not go to him? Will

you do nothing?

Gandalf: Be careful what you say. Do not look for welcome here.

(They ride towards the gate. Éowyn is in the chamber with Théodred’s body, weeping.

Grima enters the room.)

Grima: Oh, he must have died sometime in the night. What a tragedy for the King to

lose his only son and heir. I understand his passing is hard to except especially now that

your brother has deserted you

. (He sits on the bed and puts his hand on her shoulder. She quickly gets up and backs

away from him.)

Éowyn: Leave me alone, snake!

Grima: Oh but you are alone. (Circling her) Who knows what you’ve spoken to

the darkness in the bitter watches of the night, when all your life seems to shrink. The

walls of your bower closing in about you. A hutch to trammel some wild thing. So fair and

so cold (he puts his hand on her face) like a

morning of pale spring still clinging to winter’s chill.

(Éowyn closes her eyes and takes a deep breath. He moves his hand down to her throat.

She looks at him.)

Éowyn: Your words are poison.

(She leaves the room and goes outside, she sees the riders approaching. A flag rips off

a pole and goes flying in the wind, landing just outside the gate as the riders go through

the gate. Aragorn hesitates as he rides through the gates, looking at the flag and then up

from where it came. They ride through Edoras. The people watch them in silence. Aragorn

looks up and sees Eowyn. He looks back down at the townspeople.)

Gimli: You’d find more cheer in a graveyard.

(Aragorn looks back up at where Eowyn was standing and finds that she is gone. The

guards come out of the hall as the three and Gandalf get to the top of the

stairs.)

Gandalf: Ah.

Háma: I cannot allow you before Théoden King so armed, Gandalf Grayhame by order of

Grima Wormtongue.

(Gandalf nods to the others and they all start disarming themselves and handing their

weapons over to the Edoras soldiers.)

Háma: Your staff.

Gandalf: Oh, no. You would not part an old man from his walking stick?

(Háma grimaces and gives a slight nod then turns to lead them into the hall. Gandalf

winks at Aragorn.)

Grima: (Whispers to Théoden) My lord, Gandalf the Grey is coming.

(The doors close behind them.)

Grima: He’s a herald of woe.

Gandalf: The courtesy of your hall has somewhat lessened of late Théoden King.

Grima: (Whispering) He’s not welcome.

Théoden: (Haltingly) Why should I welcome you, Gandalf Stormcrow?

Grima: A just question my liege. Late is the hour in which this conjuror chooses to

appear. Lots spell I name him, ill news is an ill guest.

Gandalf: Be silent. Keep your forked tongue behind your teeth. I have not passed

through fire and death to bandy crude words with a witless worm.

Grima: His staff. I told you to take the wizards staff.

(Grima backs away. Soldiers come rushing forward. Aragorn, Gimli, and Legolas fight them

off. Háma holds back Gamling from joining. Gandalf continues forward as if nothing is going

on.)

Gandalf: Théoden son of Thengel. Too long have you sat in the shadows.

(Gimli puts his foot on Grima’s chest, stopping him from getting up.)

Gimli: I would stay still if I were you.

Gandalf: Harken to me. (Théoden grimaces and lets out a slight growl. Gandalf

raises his hand) I release you from this spell.

Théoden: Hahahahaahaha. Hahahahahahah. You have no power here Gandalf the Grey.

(Théoden is still laughing, suddenly Gandalf takes off the gray cloak, revealing the

white cloaks that he now wears. Théoden screams.)

Gandalf: I will draw you Saruman as poison is drawn from a wound.

(Théoden slams back against the throne, Gandalf gets closer pointing his staff at

Théoden. Éowyn enters and tries to run to Théoden, but Aragorn grabs her and stops

her.)

Aragorn: Wait.

Théoden: If I go, Théoden dies.

(Gandalf again throws him back against the throne with his staff.)

Gandalf: You could not kill me, you will not kill him.

Théoden: Rohan is mine.

(Gandalf throws him against the throne again.)

Gandalf: Be gone.

(Théoden screams and lunges at Gandalf, he hits Théoden with the staff. Saruman slides

across the floor in Orthanc. Théoden moans and slides down in the chair. Aragorn lets Éowyn

go and she runs over and catches Théoden. She puts him back up in the throne. His face

begins to change back into the younger Théoden. Éowyn smiles at him.)

Théoden: I know your face. Éowyn. Éowyn. Gandalf?

Gandalf: Breathe the free air again my friend.

Théoden: Dark have been my dreams of late. (He looks at his hands.)

Gandalf: Your fingers would remember their old strength better if they grasped your

sword.

(Háma comes up with Théoden’s sword, Théoden takes it. Grima attempts to slide away.

Gimli grabs him. Théoden looks at his sword, then to Grima who is cowering on the floor.

Grima is thrown out of the hall down the stairs. Théoden is following him.)

Grima: I’ve only ever served you my lord.

Théoden: Your witchcraft would have had me crawling on all fours like a beast.

Grima: Send me not from your sight.

(Théoden raises his sword to strike, Aragorn stops him.)

Aragorn: No, my lord. No my lord. Let him go. Enough blood has been spilt on his

account.

(Aragorn offers a hand to Grima to help him up. Grima spits into Aragorn’s palm and

gets up and runs through the crowd.)

Grima: Get out of my way!

Aragorn: Hail Théoden King!

(The Rohirrim bow to Théoden, Grima rides away from Edoras. Aragorn bows to Théoden.

Théoden turns around and looks at the people from the hall.)

Théoden: Where is Théodred? Where is my son?

(Théodred’s body is brought to the graves of past kings, carried on the shoulders of

Rohirrim. The townspeople are gathered, making a slow procession behind the body. Éowyn is

seen waiting at the open tomb with the other women. As Théodred’s body is passed through

hands into the tomb, Eowyn bursts into a heartfelt chant.)

Éowyn: Bealocwealm hafað fréone frecan forth onsended

giedd sculon singan gléomenn sorgiende
on Meduselde þæt he ma no wære
his dryhtne dyrest and mæga deorost.

Bealo…


*An evil death has set forth the noble warrior

A song shall sing sorrowing minstrels
in Meduseld that he is no more,
to his lord dearest and kinsmen most belover.
An evil death…*

(The tomb is shut, blocking out the sound of Eowyn’s chant.)

(Outside of a tomb. Théoden is holding a white flower.)

Théoden: A Simblemynë. Ever has it grown on the tombs of my fore bearers. Now it

shall cover the grave of my son. Alas that these evil days should be mine. The young

perish, and the old linger. That I should live to see the last days of my house.

Gandalf: Théodred’s death was not of your making.

Théoden: No parent should have to bury their child.

(Théoden begins to weep, he falls to his knees.)

Gandalf: He was strong in life, his spirit will find it’s way to the halls of your

fathers. Westu hál. Ferðu, Théodred, Ferðu. *Be-thou well. Go-thou, Théodred, go-thou.*

(Gandalf turns to go back to the keep, but he sees a horse coming over the hill and

stops. The boy falls off the horse. The boy and the girl are now eating inside the

hall.)

Éowyn: They had no warning, they were unarmed. Now the wildmen are moving through

the westfold, burning as they go. Rick, cot, and tree.

Freyda: Where is mamma?

Éowyn: (Laying a blanket over the girl’s shoulders) Shh.

Gandalf: (to Théoden) This is but a taste of the terror Saruman will unleash

All the more potent for he is driven mad by fear of Sauron. Ride out and meet him head on.

Draw him away from your women and children. You must fight.

Aragorn: You have two thousand good men riding north as we speak. Éomer is loyal to

you. His men will return and fight for their King.

Théoden: (Rising from his throne) They will be three hundred leagues from

here by now. Éomer cannot help us. I know what it is you want of me, but I will not bring

further death to my people. I will not risk open war.

Aragorn: Open war is upon you, whether you would risk it or not.

Théoden: When I last looked, Théoden, not Aragorn, was King of Rohan.

Gandalf: Then what is the King’s decision?

(Outside, in Edoras)

Háma: By order of the King, the city must empty. We make for the refuge of Helm’s

Deep. Do not burden yourself with treasures. Take only what provisions you need.

Gandalf: Helm’s Deep! They flee to the mountains when they should stand and fight.

Who will defend them if not their King?

Aragorn: He is only doing what he thinks is best for his people. Helm’s Deep has

saved them in the past.

Gandalf: There is no way out of that ravine. Théoden is walking into a trap. He

thinks he’s leading them into safety. What they’ll get is a massacre. Théoden has a strong

will, but I fear for him. I fear for the survival of Rohan. He will need you before the

end, Aragorn. The people of Rohan will need you. Their defenses have to hold.

Aragorn: (nods) They will hold.

Gandalf: The gray pilgrim, that’s what they used to call me. Three hundred lives of

men I have walked this earth and now I have no time. With luck my search will not be in

vain. Look to my coming at first light on the fifth day. At dawn, look to the east.

Aragorn: Go.

(Gandalf rides off through the stable, Gimli and Legolas move out of his way. He is

riding through the plains.)

(Still in the stables, a couple of men try to calm and hold a brown horse. The horse

struggles against the ropes and rears onto its hind legs. Éowyn, taking care of another

horse, turns to watch at what is happening. Aragorn, putting a saddle down, walks over to

the wild horse.)

Stablehand 1: Ho. (horse rears again)

Stablehand 2: That horse is half mad, my lord. There’s nothing you can do. Leave

him.

(Aragorn walks towards the horse, and starts to speak in Elvish to it.)

Aragorn: Fæste, stille nú, fæste, stille nú. Lac is drefed, gefrægon. *Fast,

be quiet now, fast, be quiet now. A battle is stirred up, they heard.*

(The horse calms down a bit, yet it still is showing the whites of its eyes. Aragorn

reaches out and touches it and releases one of its ropes. The horse stands still and

quiet.)

Aragorn: Hwæt nemnað ðe? Hm? Hwæt nemnað ðe? *What is your name?’Hm? What is

your name?*

(Éowyn looks at them.)

Éowyn: His name is Brego. He was my cousin’s horse.

Aragorn: Brego? Ðin nama is cynglic. *Brego? Your name is kingly.*

(Éowyn moves towards them while Aragorn still talks in elvish to the horse. Brego is now

calm, submitting to Aragorn’s touch and voice.)

Aragorn: Man le trasta, Brego? Man cenich? *What troubles you, Brego? What

did you see?*

Éowyn: I have heard of the magic of Elves, but I did not look for it in a Ranger

from the North. You speak as one of their own.

Aragorn: I was raised in Rivendell … for a time. Turn this fellow free. He’s seen

enough of war.

(He leaves Éowyn with the horse, still looking at him in somewhat awe. He takes the

saddle he put down from a stable man.)

(Orthanc’s grounds still burn with fire as Gríma approaches the Tower of Isengard on

horseback)

Saruman: (walking around in his chamber) Gandalf the White. Gandalf the Fool! Does

he seek to humble me with his newfound piety?

Wormtongue: (entering) There were three who followed the wizard. An Elf, a Dwarf and

a Man.

Saruman: You stink of horse. The Man, was he from Gondor?

Wormtongue: (cleaning his lip with a cloth) No, from the North. One of the

Dúnedain Rangers, I thought he was. His cloth was poor. And yet he bore a strange ring. Two

serpents with emerald eyes. One devouring, the other crowned with golden flowers.

Saruman: (looking at a picture of the ring in his book) The Ring of Barahir. So

Gandalf Greyhame thinks he has found Isildur’s heir. The lost king of Gondor. He is a fool.

The line was broken years ago. (closes book) It matters not. The world of Men shall

fall. It will begin at Edoras.

(The townspeople are in the process of leaving Edoras behind. Theoden is still in the

hall, putting on gloves.)

Théoden: I am ready Gamling. Bring my horse.

(Gamling nods and goes to leave. Théoden looks at him)

Théoden: This is not a defeat. (Gamling turns around) We will return.


(Gamling bows and leaves the room)

Théoden: We will return.

(Éowyn is in the hall. She takes a sword out of a chest there. She unsheathes it and

looks at it; she begins to swing it around, practicing. Aragorn comes up behind her and as

she turns with the sword he brings his sword up to block it.)

Aragorn: You have some skill with a blade.

(She swings the sword around, releasing Aragorn’s block and points the sword at

him.)

Éowyn: Women of this country learned long ago those without swords can still die

upon them. (She sheathes the sword) I fear neither death nor pain.

Aragorn: What do you fear my lady?

Éowyn: A cage. To stay behind bars until use and old age accept them. And all chance

of valor has gone beyond recall or desire.

Aragorn: (Shakes his head) You’re a daughter of Kings. A shield maiden of

Rohan. I do not think that will be your fate.

(He bows to her and leaves. The Rohirrim are leaving Edoras for Helm’s Deep.)

Grima: (voiceover) Théoden will not stay at Edoras. (Grima is inside

Orthanc speaking to Saruman, nursing a cut on his lip) It’s vulnerable, he knows this.

He will expect an attack on the city. They will flee to Helm’s Deep, the great fortress of

Rohan. It is a dangerous road to take through the mountains. It’ll be slow; they will have

women and children with them. (Saruman in the pits

below Isengard.)

Saruman: Send out your Warg riders.

(Gollum is fishing in a rocky river. Sam and Frodo stand at the bank.)

Sam: Hey stinker, don’t go getting too far ahead.

Frodo: Why do you do that?

Sam: What?

Frodo: Call him names, run him down all the time.

Sam: Because…because that’s what he is Mr. Frodo. There’s naught left in him but

lies and deceit. It’s the ring he wants; that’s all he cares about.

Frodo: You have no idea what it did to him. What it’s still doing to him. I want to

help him Sam.

Sam: Why?

Frodo: Because I have to believe he can come back.

Sam: You can’t save him Mr. Frodo.

Frodo: (Snaps) What do you about it? Nothing!

(Sam looks hurt and shakes his head, then walks away from Frodo.)

Frodo: I’m sorry Sam. I don’t know why I said that.

Sam: (turns to Frodo) I do. It’s the ring. You can’t take your eyes off it.

I’ve seen you. You’re not eating, you barely sleep. It’s taking a hold of you Mr. Frodo.

You have to fight it.

Frodo: I know what I have to do Sam. The ring was entrusted to me. It’s my task!

Mine, my own!

(Frodo begins to walk away from Sam.)

Sam: Can’t you hear yourself? Don’t you know who you sound like?

(Frodo and Sam are sleeping, Frodo is holding the ring in his hand.)

Gollum: We wants it, we needs it. Must have the Precious. They stole it from us.

Sneaky little hobbitses. Wicked, tricksey, false.

Sméagol: No, not Master.

Gollum: Yes, Precious. False! They will cheat you, hurt you, lie to you.

Sméagol: Master’s my friend.

Gollum: You don’t have any friends. Nobody likes you.

Sméagol: (Puts his hands over his ears) Not listening, I’m not listening.

Gollum: You’re a liar and a thief.

Sméagol: No. (Shakes his head)

Gollum: Murderer.

Sméagol: (He cries) Go away.

Gollum: Go away!?! Hehahahaha.

Sméagol: I hate you. I hate you.

Gollum: Where would you be with me? *Gollum, gollum* I saved us. It was me! We

survived because of me!

Sméagol: Not anymore.

Gollum: What did you say?

Sméagol: Master looks after us now. We don’t need you.

Gollum: What?

Sméagol: Leave now and never come back.

Gollum: No!

Sméagol: Leave now and Never come back.

Gollum: Aghhhhh!

Sméagol: Leave now and never come back!

(Sméagol looks around as if expecting an answer; he looks behind him, but sees nothing.

The realization that he is alone comes over him)

Sméagol: We told him to go away, and away he goes, Precious. (He begins to dance

around.) Gone! Gone! Gone! Sméagol’s free!!!

(Next day, Frodo is resting against some rocks. Sméagol comes up and spits out two

rabbits into Frodo’s lap.)

Sméagol: Look. Look! See what Sméagol finds. (He laughs.) They are young.

(He breaks one of the rabbit’s backs.) They are tender. They are nice, yes they are.

Eat them, eat them!

(Gollum bites into the rabbit. Sam comes over and grabs the rabbit from

Sméagol.)

Sam: You’ll make him sick, you will. Behavin’ like that. There’s only one way to eat

a brace of coneys.

(Sam is stirring a stew. Gollum is screaming.)

Sméagol: What’s it doing? Stupid, fat Hobbit! It ruins it!

Sam: What’s to ruin? There’s hardly any meat on ‘em.

(Frodo hears an odd whistle and looks around.)

Sam: What we need’s a few good taters.

Sméagol: What’s taters, Precious? What’s taters, eh?

(The whistles continue.)

Sam: Po-ta-toes! (Sméagol starts to whine) Boil ‘em, mash ‘em, stick ‘em in a

stew. Lovely big golden chips with a nice piece of fried fish. (Gollum spits) Even

you couldn’t say no to that.

Sméagol: Oh yes we could! Spoiling nice fish. (Licks his lips) Give it to us

raw and wriggling. You keep nasty chips.

Sam: You’re hopeless. (Frodo has wandered off, following the odd whistles. Sam

hears the whistles, he looks around for Frodo.)

Sam: Mr. Frodo? (Frodo crawls through some brush and sees a whole foreign army

below him. Sam and Sméagol join him.)

Sam: Who are they?

Sméagol: Wicked men. Servants of Sauron. They are called to Mordor. The dark one’s

gathering all armies to him. It won’t be long now, he will soon be ready.

Sam: Ready to do what?

Sméagol: To make his war. The last war that will cover all the world in shadow.

Frodo: We’ve got to get moving. Come on Sam.

(Frodo starts to get up to leave.)

Sam: Mr. Frodo, look! It’s an Oliphaunt. No one at home will believe this.

(They watch as the Oliphaunts amble into view. They hear the strange whistle again,

louder. Gollum sneaks off)

Frodo: Sméagol?

(Arrows fly and the soldiers fall. Hooded archers are all around Frodo and Sam. The

Oliphaunts panic as arrows hit them and they wildly run, one gets really close to Sam and

Frodo, dropping a rider, who falls right behind Frodo and Sam. )

Frodo: We have lingered here to long. (He gets up and takes a few steps away, Sam

hasn’t moved.) Come on Sam.

(Frodo turns back around and runs into one of the hooded archers and is thrown to the ground. Sam sees this and

draws his sword, charging.)

Sam: Ai!

(Sam is caught by another cloaked archer, his sword taken as he is knocked down. The

hooded archer that caught Frodo throws him to the ground. A sword is drawn to Sam’s neck.

Frodo scrambles up again, only to be pushed back to the ground.)

Sam: Wait! We’re innocent travelers!

(Faramir walks in front of the Hobbits)

Faramir: Threre are no travelers in this land. Only servants of the Dark Tower.


Frodo: We are bound to an errand of secrecy. Those that claim to opposte the enemy

would do well not to hinder us.

Faramir: The enemy?

(Faramir walks toward the fallen soldier and turns the body so his face can be seen.)

Faramir: His sense of duty was no less than yours, I deem.

(Faramir stares down on the soldier’s face, his own face full of pondering)

Faramir: You wonder what his name is, where he came from. And if he was really evil

at heart. What lies or threats led him on this long march from home. If he would not rather

have stayed there … in peace. (turns on his heel back to his men) War will make corpses of us

all. Bind their hands.

(Scene opens up with the refugees talking and walking towards Helm’s Deep)

Gimli: It’s true, you don’t see many Dwarf women. And in fact, they are so alike in voice and appearance that they’re often mistaken for Dwarf men.

(Éowyn smiles and looks back to Aragorn)

Aragorn: It’s the beards.

(Aragorn makes a invisible beard with his right hand. Éowyn shh’s him her mouth to keep him quiet so Gimli doesn’t hear him.)

Gimli: This, in turn, has given rise to the belief…

Gimli: …that there are no Dwarf women…

(Éowyn smiles and then looking up to Gimli, who makes his arms go out, as to show an explosion.)

Gimli: …and that Dwarves just spring out of holes in the ground…

(Éowyn and Gimli laugh)

Gimli: which is, of course, ridiculous.

(horse neighs and then takes off, sending Gimli flying off the horse onto the ground. Some refugee women “Oh!” at him, and Éowyn runs to him laughing. Camera moves from Éowyn to Aragorn, who is laughing.)

Gimli: It’s all right. Nobody panic.

(Gimli tries to get up but then Éowyn helps him up the rest of the way)

Gimli: That was deliberate. It was deliberate.

(camera flips over to Théoden and Aragorn)

Théoden: I haven’t seen my niece smile for a long time. She was a girl when they brought her father back dead. Cut down by Orcs.

(Shows Aragorn, who is saddened by what Théoden just said. Éowyn is still laughing and brushing Gimli’s back.)

Théoden: She watched her mother succumb to grief. Then she was left alone, to tend her king in growing fear. Doomed to wait upon an old man who should have loved her as a father.

(Shows Aragorn turning his glance from Théoden to Éowyn, who returns with a smile. Scene changes to Éowyn walking with a pot in her left hand walking towards Aragorn)

Éowyn: Gimli.

(Éowyn extends her arm so that Gimli can have a look, Gimli looks, and then backs away, shaking his hands)

Gimli: No, I couldn’t. I really couldn’t.

(Éowyn slows down for a few seconds and then continues to walk towards Aragorn. Éowyn looks at Aragorn, who is cleaning his sword. He looks up at her.)

Éowyn: I made some stew. It isn’t much, but it’s hot.

(Éowyn scoops out some of her stew and handing it to Aragorn, who takes it from her)

Aragorn: Thank you.

(Aragorn takes a bite, looks up at Éowyn, and scrunches up his face. He nods at her)

Aragorn: It’s good.

Éowyn: Really?

(Éowyn turns and walks away, while Aragorn tries to dump the rest of it)

Éowyn: My uncle told me a strange thing.

(Aragorn tries to stable the bowl right before Éowyn turns around)

Éowyn: He said that you rode to war with Thengel, my grandfather. But he must be mistaken.

Aragorn: King Théoden has a good memory. He was only a small child at the time.

Éowyn: Then you must be at least sixty. Seventy? But you cannot be eighty!

Aragorn: Eighty-seven

Éowyn: You are one of the Dúnedain. A descendant of Númenor, blessed with long life. It was said that your race had passed into legend.

Aragorn: There are few of us left. The Northern Kingdom was destroyed long ago.

Éowyn: I’m sorry. Please, eat.

(Éowyn stands over Aragorn, watching him finish his stew. Scene changes to Aragorn one night, smoking his pipe.)

Arwen: (v.o.) The light of the Evenstar does not wax and wane. It is mine to give to whom I will. Like my heart. Go to sleep.

(fades into a place where Aragorn and Arwen are.)

Aragorn: I am asleep. This is a dream.

Arwen: Then it is a good dream.

(Arwen and Aragorn kiss.)

Arwen: Sleep.

(Arwen gets up and walks toward a place where she can look outside. Aragorn looks at her)

Aragorn: Minlû pedich nin i aur hen telitha. *You told me once this day would come.*

Arwen: Ú i vethed na i onnad. Boe bedich go Frodo. Han bâd lîn *This is not the end…it is the beginning. You must go with Frodo That is your path.*

Aragorn: Dolen i vâd o nin. *My path is hidden from me.*

Arwen: Si peliannen i vâd na dail lin. Si boe ú-dhannathach. *It is already laid before your feet. You cannot falter now.*

Aragorn: Arwen…

Arwen: Ae ú-esteliach nad, estelio han, estelio ammen. *If you trust nothing else, trust this…*

(Arwen touches the Evenstar)

Arwen: …trust us.

(Arwen and Aragorn kiss)

(Scene changes to Aragorn walking besides Éowyn)

Éowyn: Where is she? The woman who gave you that jewel.

Elrond: (v.o.) Our time here is ending.

(Fades to a places where Elrond and Aragorn are talking)

Elrond: Arwen’s time is ending. Let her go. Let her take the ship into the west. Let her bear away her love for you to the Undying Lands. There it will be ever green.

Aragorn: But never more than memory.

Elrond: I will not leave my daughter here to die.

Aragorn: She stays because she still has hope.

Elrond: She stays for you. She belongs with her people.

(Aragorn walks away from Elrond. Scene goes to when the Fellowship were about to leave Rivendell)

Arwen: Nach gwannatha sin? Ma nathach (nauthach?) hi gwannathach or minuial archened? *Is this how you would take your leave? Did you think you could ship away at first light- unnoticed?*

Aragorn: Ú-ethelithon. *I will not be coming back*

Arwen: Estelio guru lîn ne dagor. Ethelithach. *You underestimate your skill in battle. You will come back.*

Aragorn: Ú-bedin o gurth ne dagor. *It is not of death in battle that I speak.*

Arwen: O man pedich? *What do you speak of?*

Aragorn: Edra le men, men na guil edwen, haer o auth a nîr a naeth. *You have a chance for another life away from war…grief…despair.

Arwen: Why are you saying this?

Aragorn: I am mortal. You are Elf-kind. It was a dream, Arwen. Nothing more.

Arwen: I don’t believe you.

(Aragorn opens his hand to give the Evenstar back to her)

Aragorn: This belongs to you.

Arwen: It was a gift.

(Arwen closes Aragorn’s hand)

Arwen: Keep it.

(Scene goes back to Aragorn walking with Éowyn)

Éowyn: My lord?

Aragorn: She is sailing to the Undying Lands with all that is left of her kin.

(camera shows Háma and Gamling riding ahead of the rest of the travelers, while Legolas is watching them. Háma’s horse neighs and starts going out of control)

Gamling: What is it? Háma?

Háma: I’m not sure.

(camera looks up a cliff they are nearby only to see an Orc on a Warg about to attack. The Warg jumps down the cliff and onto Háma’s horse, throwing him off. The Warg growls, bites Háma and throws him to the side)

Gamling: Wargs!

(Gamling and the Warg-Rider sword-fight, Legolas comes down getting his bow ready, shots the Warg, and sends the Orc flying off of it. Legolas runs over to it, with his sword in one hand. The Orc lets out a screech and then Legolas kills it.)

Legolas: A scout!

(Aragorn hears Legolas and runs back to the Refugees to warn them)

Théoden: What is it? What do you see?

Aragorn: Warg! We’re under attack!

(Refugee women scream)

? Aragorn: Get them out of here!

(Aragorn runs over to Éowyn, who has his horse. He flings over the reigns to the horse’s back.)

Théoden: All riders to the head of the column.

(Camera shows Gimli trying to get on his horse, with a few men helping him up.)

Gimli: Come on. Get me up here. I’m a rider. Come on.

(Gimli almost falls over the other side of the horse. Legolas runs over to the side of the cliff, and he sees countless Orcs riding Wargs. Camera goes back to the refugees.)

Théoden: You must lead the people to Helm’s Deep, and make haste.

Éowyn: I can fight.

Théoden: No! You must do this, for me.

(Éowyn turns away from Théoden and Théoden turns his horse towards the battle)

Théoden: Follow me!

(Aragorn gets seated on his horse while the refugees try to run away.)

Gimli: Forward. I mean, charge forward.

Éowyn: Make for the lower ground!

Gimli: That’s it! Go on!

Éowyn: Stay together!

(Refugees continue to run while Aragorn looks back at Éowyn, who returns a look. The Rohirrim charges towards the Wargs. Legolas shoots a few of the Wargs before jumping onto his horse. Théoden makes a charge signal with his sword as they ride and so does Sharkû. The Rohirrim and the Wargs collide into each other, some crashing. A Rohirrim man throws his spear into one of the Orcs, Legolas kills another Orc with his bow, Orcs on their Wargs throw horses and their riders around, and then Gimli shouts as he falls off his horse. Gimli sees a Warg with no rider on it. It growls at him.)

Gimli: Bring your pretty face to my ax.

(As the Warg charges at him, Legolas shoots it with an arrow.)

Gimli:That one counts as mine!

(Gimli turns around just in time to kill a Warg with his ax. The Warg falls onto Gimli, who lets out a grown. Aragorn kills an Orc as Théoden kills another Orc. A Rohirrim soldier aims a bow and arrow at a Warg and kills it, though he was killed when a Warg ran over him.)

Gimli: Stinking creature.

(Gimli tries to lift the Warg off of him just as an Orc tries to kill him. Gimli lifts his hands and cracks the Orc’s neck. He sniffs the Orc and makes a disgusted face. Gimli tries once again to get the Warg and the Orc off of him, and now there is a Warg who sees Gimli. Aragorn sees this and pulls up a spear and throws it at the Warg, who falls on top of Gimli, who lets out a bigger grown. Théoden kills another Orc and thrusts his sword into the mouth of a close by Warg. Aragorn fights with an Orc and twists his sword into it right before he is thrown off his horse by a charging Warg. Aragorn gets up and grabs the Warg and gets on top of it. He head-buts Sharkû, who is riding the Warg, who hits him and throws him off the side of the Warg. His hand is still attached to the Warg causing him pain as he rubs across the ground. He gets out his smaller sword and thrusts it into Sharkû, who grabs something on Aragorn before Aragorn throws him off of his Warg. Aragorn tries to get loose of the Warg, but fails and both him and the Warg fall over the side of the cliff. Gimli yells as he kills another Warg. He looks around and sees the rest of the Rohirrim killing and scaring off the remnant of the Wargs.)

Legolas: Aragorn!

Gimli: Aragorn?

(Theoden looks around as Legolas passes Sharkû, who is still alive lying on the ground. Legolas bends over as to see if there were any tracks Aragorn left. Sharkû starts laughing and Legolas goes over to him.)

Gimli: Tell me what happened and I will ease your passing.

Sharkû: He’s…dead. He took a little tumble off the cliff.

(Legolas grabs him)

Legolas: You lie.

(Sharkû laughs his last laugh right before he dies. Legolas throws him back to the ground and looks at his hand, seeing the something. He picks it up and finds out it is the Evenstar. He runs over to the side of the cliff where Théoden is and looks down only to see rushing waters.)

Théoden: Get the wounded on horses. The wolves of Isengard will return. Leave the dead.

(Legolas looks at Théoden)

Théoden: Come.

(Legolas and Gimli stay for a few more seconds, looking down. Scene changes to show the Refugees)

Woman: At last!

Another Woman: Helm’s Deep.

Boy: There it is, Helm’s Deep.

(People continue to be excited with seeing Helm’s Deep. Éowyn stops and looks at Helm’s Deep.)

Another Woman: We’re safe!

(A woman approaches Éowyn)

Woman: We’re safe, my lady. Thank you.

(Éowyn helps an elderly woman continue on. Camera shows Éothain and Freda on a horse. Camera shows the gates of Helm’s Deep open for Éowyn with the Refugees behind her. She looks around and sees refugees who had gotten there before she did. The camera shows a big shot of Helm’s Deep.)

Freda: Mamma!

Morwen: Freda!

(Morwen opens her arms and hugs both of her children. The camera goes to where Éowyn is helping people with the food supplies.)

Éowyn: Where is the rest?

Man: This is all we could save, my lady.

Éowyn: Take it to the caves.

Gamling: Make way for the king. Make way for Théoden. Make way for the king.

(Éowyn hears this and runs over to her uncle.)

Éowyn: So few. So few of you have returned.

Théoden: Our people are safe. We have paid for it with many lives.

(Gimli approaches Éowyn)

Gimli: My lady.

Éowyn: Lord Aragorn…where is he?

Gimli: He fell.

(Éowyn looks at Théoden with a very upset and surprised look on her face. Scene changes and shows the outer wall of Helm’s Deep.)

Théoden: Draw all our forces behind the wall. Bar the gate. And set a watch on the surround.

Gamling: What of those who cannot fight, my lord? The women and children?

Théoden: Get them into the caves. Saruman’s arm will have grown long indeed if he thinks he can reach us here.

Wormtongue: (v.o.) Helm’s Deep has one weakness. Its outer wall is solid rock but for a small culvert as its base which is little more than a drain.

(Scene changes to a shot inside Isengard. Saruman is pouring black rocks into a big, circular, spiked container.)

Wormtongue: How? How can fire undo stone? What kind of device could bring down the wall?

(He approaches the bomb with a candle in his hand. Saruman quickly turns and grabs Wormtongue’s hand and pushes him away from it.)

Saruman: If the wall is breached, Helm’s Deep will fall.

Wormtongue: Even if it is breached, it would take a number beyond reckoning thousands, to storm the Keep.

Saruman: Tens of thousands.

Wormtongue: But, my lord, there is no such force.

(Horn blows as they walk onto a ledge)

Saruman: (to the army of Uruk-Hai) A new power is rising. Its victory is at hand. This night the land will be stained with the blood of Rohan! March to Helm’s Deep! Leave none alive! To war!

(A single tear rolls down Wormtongue’s face as he looks at the army.)

Saruman: There will be no dawn for men.

(Army marches towards Helm’s Deep. Scene changes to where Treebeard is walking with Merry and Pippin on his shoulders.)

Pippin: Look. There’s smoke to the south.

Treebeard: There is always smoke rising from Isengard these days.

Merry: Isengard?

(Merry and Pippin climb up to the top of Treebeard to have a better look.)

Treebeard: There was a time when Saruman would walk in my woods. But now he has a mind of metal and wheels. He no longer cares for growing things.

Pippin: What is it?

Merry: It’s Saruman’s army. The war has started.

(Scene changes, Aragorn is floating down a river and finally comes to rest on the shore. The shot fades into a shot of Arwen with her hand opened. Arwen kisses Aragorn.)

Arwen: (v.o.) May the grace of the Valar protect you.

(Aragorn breathes again, then Brego pushes him with his nose.)

Aragorn: Brego.

(Brego gets down lower; Aragorn grips Brego’s hair as he pulls himself on top of him. They ride towards Helm’s Deep. Scene changes to Arwen lying on her bed. Elrond walks in.)

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

Arwen: I have made my choice.

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

Arwen: There is still hope.

Elrond: If Aragorn survives this war, you will still be parted. If Sauron is defeated and Aragorn made king and all that you hope for comes true you will still have to taste the bitterness of mortality. Whether by the sword or the slow decay of time Aragorn will die.

(Flashes into a future shot of Arwen, who is mourning Aragorn’s death.)

Elrond: (v.o.) And there will be no comfort for you, no comfort to ease the pain of his passing. He will come to death an image of the splendor of the kings of Men in glory undimmed before the breaking of the world.

(Fades into a darker picture, of Arwen in the right side, in black, still looking at Aragorn.)

Elrond: (v.o.) But you, my daughter, you will linger on in darkness and in doubt as nightfall in winter that comes without a star.

(Shows Arwen walking through a dark forest.)

Elrond: (v.o.) Here you will dwell bound to your grief under the fading trees, until all the world is changed and the long years of your life are utterly spent.

(scene fades back, showing Arwen’s face.)

Elrond: Arwen.

(Arwen breathes and cries.)

Elrond: There is nothing for you here, only death.

(Elrond sits next to Arwen)

Elrond: Ah im, ú-‘erin veleth lîn? *Do I not also have your love?*

Arwen: Gerich veleth nîn, ada. *You have my love, father.*

(She puts her head on him. Scene shows many Elves with lanterns leaving Rivendell, including Arwen, who only looks back to see Elrond. Picture fades from Elrond to Galadriel.)

Galadriel: (v.o.) I amar prestar aen, han mathon ne nen, han mathon ne chae, a han noston ned ‘wilith. *The world is changed; I can feel it in the water, I can feel it in the earth, I can smell it in the air. The power of the enemy is growing. Sauron will use his puppet, Saruman, to destroy the people of Rohan. (shows Saruman with his hand over the Palantír. Then shows the Uruk-Hai marching) Isengard has been unleashed. (Shows the eye of Sauron) The Eye of Sauron now turns to Gondor, the last free kingdom of Men. (shows the city of Osgiliath.) His war on this country will come swiftly. (shows Sauron’s Eye again and then goes to Sam and Frodo blind-folded being lead on by Faramir’s soldiers.) He senses the Ring is close. The strength of the Ring-bearer is failing. (shows Elrond) In his heart, Frodo begins to understand…(shows Galadriel) …the quest will claim his life. You know this. (shows Elrond) You have foreseen it. It is the risk we all took. (fades into a shot of the One Ring) In the gathering dark, the will of the Ring grows strong. (Shows Frodo blind-folded) It works hard now to find its way back into the hands of Men. Men, who are so easily seduced by its power. (shows Faramir) The young captain of Gondor has but to extend his hand take the Ring for his own, and the world will fall. (Frodo and Sam are being passed from one man to another to get across the waterfall) It is close now. So close to achieving its goal. (shows Sauron) For Sauron will have dominion over all life on this Earth even unto to the ending of the world. (Galadriel’s face is shown) The time of the Elves is over. (shows Elrond) Do we leave Middle-Earth to its fate? Do we let them stand alone?

(scene goes into a map being unfolded while Faramir and Madril are looking at it.)

Faramir: What news?

Madril: Our scouts report Saruman has attacked Rohan. points to Rohan on the map Théoden’s people have fled to Helm’s Deep. draws an invisible line to Helm’s Deep But we must look to our own borders. Faramir, Orcs are on the move. Sauron is marshaling an army. moves his finger around the border of Osgiliath Easterlings and Southrons are at the Black Gate.

Faramir: How many?

Madril: Some thousands. More come every day.

Faramir: Who’s covering the river to the north?

Madril: We pulled 500 men at Osgiliath. taps on Osgiliath on the map If their cite is attacked, we won’t hold it.

Faramir: Saruman attacks from Isengard. touches Isengard and then moves his finger to Mordor Sauron from Mordor. The fight will come to Men on both fronts. Gondor is weak. Sauron will strike us soon. And he will strike hard. He knows now we do not have the strength to repel him.

(Frodo and Sam are loosened from their bounds. Faramir walks in near them.)

Faramir: My men tell me that you are Orc spies.

Sam: Spies? Now wait just a minute.

Faramir: Well, if you’re not spies, then who are you? Speak.

Frodo: We are Hobbits of the Shire. Frodo Baggins is my name, and this is Samwise Gamgee.

Faramir: Your bodyguard?

Sam: His gardener.

Faramir: And where is your skulking friend? That gangrel creature. He had an ill-favored look.

Frodo: There was no other. We set out from Rivendell with seven companions. One we lost in Moria…two were my kin, a Dwarf there was also. And an Elf and two Men. Aragorn, son of Arathorn, and Boromir of Gondor.

Faramir: You’re a friend of Boromir?

Frodo: Yes. For my part.

Faramir: It will grieve you then to learn that he is dead.

Frodo: Dead? How? When?

Faramir: As one of his companions, I’d hoped you tell me.

Frodo: If something has happened to Boromir, we would have you tell us.

Faramir: His horn washed up upon the riverbank, about six days past. It was cloven in two. But more than this, I know it in my heart. He was my brother.

(scene flashes back to when Faramir sees a boat, he wades out in the water to see what is inside. The boat passes him revealing that Boromir was inside of it. Faramir stops and stares in despair. Scene goes back to Faramir in the cave, staring at something, with Boromir’s horn in his hands. Sounds of roaring men are now heard. Faramir has a flashback.)

Men: Boromir! shows the Men in Osgiliath Boromir!

(Boromir sticks the flag of Gondor on a high place in the city. He takes out his sword.)

Boromir: This city was once the jewel of our kingdom. A place of light and beauty and music. And so it shall be once more! Let the armies of Mordor know this: Never again will the land of my people fall into enemy hands. (Men cheer) This city of Osgiliath has been reclaimed for Gondor!

Men: For Gondor!

Boromir: For Gondor!

Men: For Gondor!

Boromir: For Gondor!

(shows Faramir trying to get to Boromir. When he does, the hug each other.)

Faramir: Good speech. Nice and short.

Boromir: Leaves more time for drinking!

(Both of them laugh)

Boromir: Break out the ale! These men are thirsty!

(The men cheer. Boromir gets two ales and gives one of them to Faramir.)

Boromir: Remember today, little brother. Today, life is good.

(Faramir looks to the left and seems annoyed.)

Boromir: What?

Faramir: He’s here.

(Boromir looks over to where Faramir was looking and he sees his father, who is talking to some of the other men.)

Boromir: One moment of peace, can he not give us that?

Denethor: Where is he? Where is Gondor’s finest? Where’s my first-born?

Boromir: Father!

(Boromir and Denethor hug each other)

Denethor: They say you vanquished the enemy almost singke-handedly.

Boromir: They exaggerate. The victory belongs to Faramir also.

Denethor: But for Faramir, this city would still be standing. Were you not entrusted to protect it?

Faramir: I would have done, but our numbers were too few.

Denethor: Oh, too few. You let the enemy walk in and take it on a whim. Always you cast a poor reflection on me.

Faramir: That is not my intent.

Boromir: You give him no credit, and yet he tries to do your will.

(Boromir walks away, and Denethor follows him angrily.)

Boromir: He loves you, father.

Denethor: Do not trouble me with Faramir, I know his uses, and they are few. We have more urgent things to speak of. Elrond of Rivendell has called a meeting. He will not say why, but I have guessed its purpose. It is rumored that the weapon of the enemy has been found.

Boromir: The One Ring. Isildur’s Bane.

Denethor: It has fallen into the hands of the Elves. Everyone will try to claim it: Men, Dwarves, wizards. We cannot let that happen. This thing must come to Gondor.

Boromir: Gondor.

Denethor: It’s dangerous, I know. Ever the Ring will seek to corrupt the hearts of lesser Men. But you, you are strong. And our need is great. It is our blood which is being spilled, our people who are dying. Sauron is biding his time. He’s massing fresh armies. He will return. And when he does, we will be powerless to stop him. You must go. Bring me back this mighty gift.

Boromir: No. My place is here with my people. Not in Rivendell.

(Boromir leaves Denethor and goes to where Faramir is close by.)

Denethor: Would you deny your own father?

Faramir: If there is need to go to Rivendell, send me in his stead.

Denethor: You? Oh, I see. A chance for Faramir, captain of Gondor, to show his quality. I think not. I trust this mission only to your brother. The one who will not fail me.

(Shows Boromir looking up at the flag of Gondor he put up. He looks back down to Faramir.)

Boromir: Remember today, little brother.

(Faramir nods slightly with tears in his eyes. Boromir rides away on his horse.)

(Scene goes back to Faramir in the cave.)

Malamir: Captain Faramir! We found the third one.

(Faramir walks into where Frodo and Sam are sleeping. Frodo wakes up.)

Faramir: You must come with me. Now.

(Frodo gets up and follows him. They go to a ledge on the side of the waterfall.)

Faramir: Down there.

(Frodo looks over the ledge and sees Gollum jumping into the water.)

Faramir: To enter the Forbidden Pool bears the penalty of death.

Faramir glances at two of his men with bows pointing straight down at Gollum. Frodo looks and gasps.)

Faramir: They wait for my command. Shall I shoot?

Sméagol: (singing) The rock and pool
Is nice and cool
So juicy sweet
Our only wish
To catch a fish
So juicy sweet

(The fish wiggles free of Sméagol’s hands, but he catches it and smashes it against the rock he is on.)

Frodo: Wait. This creature is bound to me. And I to him. He is our guide. Please let me go down to him.

(Faramir nods and Frodo walks away. Sméagol is eating the fish when Frodo gets to him.)

Frodo: Sméagol. Master is here.

(Sméagol turns around)

Frodo: Come, Sméagol. Trust master. Come.

Sméagol: We must go now?

Frodo: Sméagol, you must trust master. Follow me. Come on. Come.

(Sméagol puts the fish into his mouth and walks towards Frodo)

Frodo: Come Sméagol. Nice Sméagol. That’s it. Come on.

(Sméagol screams as he is grabbed by the neck by a man.)

Frodo: Don’t hurt him! Sméagol, don’t struggle. Sméagol, listen to me.

Sméagol: Master!

(The men put a bag over Sméagol’s head. Frodo looks up at Faramir.)

Sméagol: (Screaming)

(The men kick him around, he tries to get away but one of the men grabs his ankle and drags him back. One of the men hold him as the other punches him.)

Faramir: That’s enough.

(The man throws him to the ground. Sméagol curls up in a ball.)

Faramir: Where are you leading them? Answer me.

Gollum: Sméagol. Why does it cry, Sméagol?

Sméagol: Cruel Men hurts us. Master tricksed us.

Gollum: Of course he did. I told you he was tricksy. I told you he was false.

Sméagol: Master is our friend. Our friend.

Gollum: Master betrayed us.

Sméagol: No. Not its business. Leave us alone!

Gollum: Filthy little Hobbitses! They stole it from us!

Sméagol: No. No.

Faramir: What did they steal?

Gollum: My precious! (screams)

(camera shows Frodo and Sam sitting in a room)

Sam: We have to get out of here. You go. Go, now. You can do it. Use the Ring, Mr. Frodo. Just this once. Put it on. Disappear.

Frodo: I can’t. You were right, Sam. You tried to tell but…I’m sorry. The Ring is taking me, Sam. If I put it on, he’ll find me. He’ll see.

Sam: Mr. Frodo…

(Sam is interrupted by the sound of Faramir walking to them. Faramir draws his sword.)

Faramir: So this is the answer to all the riddles. Here in the Wild I have you, two Halflings and a host of men at my call. And the Ring of Power within grasp.

(He pins Frodo to the wall and uses his sword to allow him to see the Ring.)

Faramir: A chance for Faramir, captain of Gondor to show his quality.

(He looks at the Ring. Frodo begins to feel entranced by the Ring; his eyes close slowly.)

Frodo: No!

(Frodo pushes Faramir’s sword away from him.)

Sam: Stop it! Leave him alone! Don’t you understand? He’s got to destroy it! That’s where we’re going, into Mordor. To the Mountain of Fire!

Malamir: Osgiliath is under attack. They call for reinforcements.

Sam: Please. It’s such a burden. Will you not help him?

Malamir: Captain?

Faramir: Prepare to leave. The Ring will go to Gondor.

(Scene changes and shows Aragorn riding Brego. He stops and sees the Uruk-Hai army. He continues to ride towards Helm’s Deep.)

Aragorn: Mae carnen, Brego, mellon nîn. *Well done, Brego, my friend.*

(He gets off of his horse in the middle of a crowd.)

A Woman: He’s alive!

(Gimli pushes his way through the crowd.)

Gimli: Where is he? Where is he? Get our of the way! I’m going to kill him! You are the luckiest, the canniest, and the most reckless man I ever knew.

(Gimli hugs Aragorn)

Gimli: Bless you laddie.

Aragorn: Gimli, where is the king?

(Gimli nods in the right direction. Aragorn pats his shoulder. He walks toward the gate where Théoden is. He stops right before he runs into Legolas, who looks at him.)

Legolas: Le abdollen *Your late* You look terrible.

(Aragorn laughs, Éowyn hears this and looks around and sees Aragorn. She looks in disbelief. Legolas gives the Evenstar back to Aragorn.)

Aragorn: Hannon le. *Thank you*

(Aragorn pushes opens the gate to where Théoden is making plans on what to do next.)

Théoden: A great host, you say?

Aragorn: All Isengard is emptied.

Théoden: How many?

Aragorn: Ten Thousand strong at least.

Théoden: Ten Thousand?

Aragorn: It is an army bred for a single purpose: To destroy the world of Men. They will be here by nightfall.

(Theoden walks away)

Théoden: Let them come!

(Théoden is walking with Gamling outside where the refugees are.)

Théoden: I want every man and strong lad able to bear arms to be ready for battle by nightfall.

(Gamling nods as Théoden walks outside of the gate and looks up.)

Théoden: We will cover the causeway and the gate from above. No army has ever breached the Deeping wall, or set foot inside the Hornburg!

Gimli: This is no rabble of mindless Orcs. These are Uruk-Hai. Their armour is thick and their shields broad.

Théoden: I have fought many wars, Master Dwarf. I know how to defend my own keep.

(Théoden walks back inside Helm’s Deep. As Aragorn goes back inside, he pats Gimli on the shoulder. On top of the fortress:)

Théoden: They will break upon this fortress like water on rock. Saruman’s hordes will pillage and burn. We’ve seen it before. Crops can be resown, homes rebuilt. Within these walls we will outlast them.

Aragorn: They do not come to destroy Rohan’s crops or villages. They come to destroy its people, down to the last child.

(Théoden turns around and grabs Aragorn’s shirt and pulls him closer.)

Théoden: What would you have me do? Look at my men. Their courage hangs by a thread. If this is to be our end, then I would have them make such an end as to be worthy of remembrance.

Aragorn: Send out riders, my lord. You must call for aid.

Théoden: And who will come? Elves? Dwarves? We are not so lucky in our friends as you. The old alliances are dead.

Aragorn: Gondor will answer.

Théoden: Gondor?! Where was Gondor when the Westfold fell?! Where was Gondor when our enemies closed in around us?! Where was Gon–? No, my Lord Aragorn, we are alone.

(Théoden walks away towards a gate)

Théoden: Get the women and children into the caves.

Gamling: We need more time to lay provisions for—

Théoden: There is no time. War is upon us.

Soldier: Secure the gate.

(Crebain circle about the Deep. Scene changes.)

Treebeard: We Ents have not troubled about the wars of Men and wizards for a very long time. But now, something is about to happen that has happened for an age. Entmoot.

Merry: What’s that?

Treebeard: ‘Tis a gathering.

Merry: A gathering of what?

(Merry looks over his shoulder to see what is causing the noise he is hearing. He sees many Ents coming towards the rock that Treebeard is nearby.)

Treebeard: Beech. Oak. Chestnut. Ash. Good. Good. Good. Many have come. Now we must decide if the Ents will go to war.

(Merry smiles and the scene changes. The refugees are moving all of their belongings and themselves to the caves.)

Soldier: Move back! Move to the caves! (To a line going into the caves,) Come on, people! Quickly, now!

Aragorn: We’ll place the reserves along the wall. They can support the archers from above the gate.

Legolas: Aragorn, you must rest. You’re no use to us half alive.

Éowyn: (v.o.)My lord! Aragorn!

(Éowyn approaches Aragorn)

Éowyn: I’m to be sent with the women into the caves.

Aragorn: That is an honorable charge.

Éowyn: (voice is breaking)To mind the children, to find food and bedding when the men return. What renown is there in that?

Aragorn: My lady, a time may come for valor without renown. Who then will your people look to in the last defense?

Éowyn: Let me stand at your side.

Aragorn: It is not in my power to command it.

Éowyn: You do not command the others to stay! They fight beside you because they would not be parted from you. Because they love you. I’m sorry.

(Éowyn walks away towards the caves. Camera shows the refugees inside of the caves. Éowyn ties her hair back as she looks around. The soldiers go around looking for men to fight, patting them on the shoulder as they walk. This includes young men and old men who are still capable of fighting. Camera now shows the armory. Soldiers pass around swords and other things to the men.)

Aragorn: Farmers, farriers, stable boys. These are no soldiers.

Gimli: Most have seen too many winters.

Legolas: Or too few. Look at them. They’re frightened. You can see it in their eyes.

(The men turn around and look at him.)

Legolas: Boe a hyn neled herain dan caer menig. *And they should be three hundred against ten thousand!*

Aragorn: Si, beriathar hyn ammaeg na ned Edoras. *They have more hope of defending themselves here than at Edoras…*

Legolas: Aragorn, nedin dagor hen ú-‘erir ortheri. Natha daged dhaer! *They cannot win this fight. They are all going to die!

Aragorn: Then I shall die as one of them!

(Aragorn turns and walks away. Legolas tries to follow.)

Gimli: Let him go, lad. Let him be.

(Scene changes)

Gamling: Every villager able to wield a sword has been sent to the armoury.

(Gamling is carrying Théoden’s armor as he walks towards him.)

Gamling: My lord?

Théoden: Who am I, Gamling?

Gamling: You are our king, sire.

Théoden: And do you trust your king?

Gamling: Your men, my lord, will follow you to whatever end.

Théoden: To whatever end.

(Gamling puts Théoden’s armor on him. Shows the Uruk-Hai army still marching towards Helm’s Deep.)

Théoden: Where is the horse and the rider? Where is the horn that was blowing? (shows a man sharpening a sword and men walking outside getting spears as they go.) They have passed like rain on the mountains. (A boy has a helmet put onto his head.) Like wind in the meadow. (Another boy gets an ax to use as a weapon.) The days have gone down in the West, (shows the Uruk army again) behind the hills, into shadow. How did it come to this?

(scene changes into a moving shot of the top of Fangorn forest. The Ents are swaying back and forth as they hum to each other. Pippin’s head slips off of a tree, waking him up.)

Merry: It’s been going for hours.

Pippin: They must have decided something by now.

Treebeard: Decided? No. We only just finished saying good morning.

Merry: But it’s nighttime already. You can’t take forever.

Treebeard: Don’t be hasty.

Merry: We’re running out of time!

(Treebeard turns back around, facing the Entmoot. Soldiers at Helm’s Deep are getting into place along the wall.)

Soldier: Move! Move to the outer wall.

(Other soldiers yell things as they get ready. Aragorn sees a boy near a little fire looking around frightened.)

Aragorn: Give me your sword.

(The boy walks towards Aragorn, giving him his sword. Aragorn takes it.)

Aragorn: What is your name?

Haleth: Haleth, son of Háma, my lord. The men are saying we will not live out the night. They say that it is hopeless.

(Aragorn gets up and looks at the sword’s edge. He swings it around.)

Aragorn: This is a good sword.

(He hands the sword back to Haleth.)

Aragorn: Haleth, son of Háma…

(Aragorn puts his hand on his shoulder and bends down a little.)

Aragorn: …there is always hope.

(Aragorn is shown getting on his armor. He puts on the chainmail that he was given, followed by his vest. He straps on his sword belt, tying it and his shirt. He goes to pick up something else, but Legolas gives him his sword.)

Legolas: We have trusted you this far. You have not led us astray. Forgive me. I was wrong to despair.

Aragorn: Ú-moe edaved, Legolas. *There is nothing to forgive, Legolas.*

(They put their hands on each others shoulders. Gimli walks in with a chainmail shirt on.)

Gimli: We had time, I’d get this adjusted.

(The chainmail drops all the way down to the floor, showing that it was to long for him.)

Gimli: It’s a little tight across the chest.

Aragorn nods and Legolas smiles as they look at Gimli, who has trouble putting his arms down all of the way. They hear a horn.

Legolas: That is no Orc horn.

Soldier: Send for the king. Open the gate!

Another soldier: Open up the gate!

(Many Elves that came from Lórien march towards the gate of Helm’s Deep. As they walk in the soldiers are gaining hope. Théoden walks down some steps as Haldir approaches.)

Théoden: How is this possible?

Haldir: I bring word from Elrond of Rivendell. An alliance once existed between Elves and Men. Long ago we fought and died together. We come to honor that allegiance.

(Aragorn approaches Haldir)

Aragorn: Mae govannen, Haldir. *Well met, Haldir.*

(Aragorn hugs Haldir)

Aragorn: You are most welcome.

(As Legolas welcomes Haldir non-verbally the other Elves turn around and rest their bows against the ground.)

Haldir: We are proud to fight alongside Men once more.

(The soldiers of Rohan are now in position along with the Elves of Lórien. They look in the distance and see the Uruk-Hai army approaching. Camera goes along the top of a wall, showing the top of Gimli’s helmet.)

Gimli: You could have picked a better spot.

(Aragorn walks to where Legolas and Gimli are.)

Gimli: Well, lad, whatever luck you live by, let’s hope it lasts the night.

Legolas: Your friends are with you, Aragorn.

Gimli: Let’s hope they last the night.

(Aragorn walks away just as it starts to thunder. Théoden looks up as it starts to rain. The Uruk-Hai army continues to march while the women and children in the caves huddle together.)

Aragorn: A Eruchîn, ú-dano i faelas a hyn an uben tanatha le faelas. *Show them no mercy, for you shall receive none!

(The leader of the Uruk-Hai army lets out a yell, halting the army where they are. The Uruks start growling.)

Gimli: What’s happening out there?

Legolas: Shall I describe it to you? Or would you like me to find you a box?

(Gimli laughs. The leader of the Uruk army yells and the rest of the army starts pounding their spears on the ground and growling at the people in Helm’s Deep. Gimli jumps again to try to see what is happening. An old man’s arrow slips from his grasp and kills an Uruk-Hai.)

Aragorn: Dartho! *hold!*

(The Uruk falls down and the Uruk next to it hits its armor. The rest of the Uruk-Hai start yelling and growling. They finally start running towards Helm’s Deep.)

Théoden: So it begins.

Aragorn: Tangado a chadad! *Prepare to fire!*

Elf Soldier: Tangado a chadad! *Prepare to fire!*

(The elves aim their arrows at the Uruks.)

Legolas: Faeg i-varv dîn na lanc a nu ranc. *Their armour is weak at the neck, and beneath the arm.*

Aragorn: Hado i philinn! *Release Arrows!*

(The elves release their arrows killing many Uruk-Hai.)

Gimli: Did they hit anything?

Théoden: Give them a volley.

Gamling: Fire!

Eyeless Soldier: Fire!

(More Uruks go down by the arrows.)

Aragorn: Hado ribed!*Hurl to flow!*

Gimli: Send them to me! Come on!

(The Elven army continues to kill the Uruks, but one of them has a crossbow, that kills a couple of Elves in a row, sending them over the wall. The Uruks now come with the ladders.)

Aragorn: Pendraith! *Ladders!*

Gimli: Good!

(They send up ladders after ladders onto the wall.)

Aragorn: Swords! Swords!

(An Uruk comes over the wall, just as Gimli takes a swing at him and kills him. Another Uruk comes over and kills the elves that were around him. Aragorn dodges a blow from an Uruk and kills him. Haldir kills some Uruks that were near ladders. An Uruk comes over the ladder and sends Aragorn to the ground. The Uruk tries to hit him but Aragorn parries his blow and cuts off his leg sending the Uruk to the ground. Aragorn finished him off. Gimli sees another Uruk that just killed a few Elves and slides under it, hitting it in the stomach with his Axe.)

Gimli: Legolas! Two already!

Legolas: I’m on seventeen!

Gimli: (yells) I’ll have no pointy-ear outscoring me!

(Gimli kills an Uruk as it comes over the ladder. Legolas kills some Uruks as they come over the ladders with his bow.)

Legolas: Nineteen!

(Aragorn kicks down a ladder and it falls on to of the Uruks below. Scene changes. Treebeard turns around and takes a few steps towards the Hobbits.)

Pippin: Merry.

Treebeard: We have just agreed.

(Merry and Pippin look at each other and then look back at Treebeard, who’s head is bouncing up and down slightly.)

Merry: Yes?

(Treebeard shakes his head and wakes up.)

Treebeard: I have told your names to the Entmoot, and we have agreed, you are not Orcs.

Pippin: Well, that’s good news.

Merry: And what about Saruman? Have you come to a decision about him?

Treebeard: Now, don’t be hasty, Master Meriadoc.

Merry: Hasty? Our friends are out there. They need our help. They cannot fight this war on their own.

Treebeard: War? Yes. It affects us all. Tree, root and twig. But you must understand, young Hobbit, it takes a long time to say anything in Old Entish and we never say anything unless it is worth taking a long time to say.

(Back at Helm’s Deep Gimli is standing on a wall and killing the Uruks as they come up.)

Gimli: Seventeen! Eighteen! Nineteen! Twenty! (v.o.)Twenty-one! Twenty-two!

(The Uruks are going up the causeway to the gate of Helm’s Deep with shields protecting them.)

Aragorn: Causeway! Na fennas! *Causeway!*

(Elves aim towards the causeway and fire causing some of the Uruks to fall.)

Théoden: Is this it? Is this all you can conjure, Saruman?

(Uruks with bombs move towards the drain in the wall. One of the Uruks with a torch starts running towards the bombs. The rest of them cheer him on.)

Aragorn: Togo hon dad, Legolas! *Bring him down, Legolas!*

(Legolas fires an arrow at the Uruk, but it keeps running)

Aragorn: Dago hon! Dago hon! *Kill him! Kill him!*

(Legolas fires again but the Uruk has enough energy left to throw himself into the drain. The wall explodes, causing both Elves and Uruk-Hai to be killed. Aragorn falls to the ground as well. The flying boulders kill many Uruks when they fall. Some Uruks run into the breach. At the causeway, while some Uruks are being flung off of the wall, Uruks carrying a ram hit the gate.)

Théoden: Brace the gate!

(Men run into the gate to keep it from flying open immediately. Men are throwing spears and boys throwing rocks at the Uruks as they try to get through the gate.)

Théoden: Hold them! Stand firm!

(The Uruks are going through the breach as Aragorn gets up.)

Gimli: Aragorn!

(Gimli throws himself down on top of the Uruks.)

Aragorn: Gimli!

(Gimli kills a few Uruks until he loses his balance and falls into the water.)

Aragorn: Hado i philinn! *Release Arrows!*

(The Elves let loose their arrows, killing some of the Uruks.)

Aragorn: Herio! *Charge!*

(The Elves charges towards the Uruks, though some of the Uruk’s spears killed some of them. Legolas throws an Uruk’s shield and jumps on it. He surfs down the stairs killing some Uruks with arrows as he goes. When he hits the bottom he sends the shield flying into an Uruk. Gimli groans as he gets out of the water. Scene changes and shows Treebeard talking to the Hobbits.)

Treebeard: The Ents cannot hold back this storm. We must weather such things as we have always done.

Merry: How can that be your decision?!

Treebeard: This is not our war.

Merry: But you’re part of this world! Aren’t you?! You must help. Please. You must do something.

Treebeard: You are young and brave, Master Merry. But your part in this tale is over. Go back to your home.

Pippin: Maybe Treebeard’s right. We don’t belong here, Merry. It’s too big for us. What can we do in the end? We’ve got the Shire. Maybe we should go home.

Merry: The fires of Isengard will spread and the woods of Tuckborough and Buckland will burn. And…and all that was once green and good in this world will be gone. There won’t be a Shire, Pippin.

(Merry walks away from Pippin. Théoden is looking at what is happening at the breach. Legolas twirls out his two Elven blades and kills an Uruk.)

Théoden: Aragorn! Fall back to the Keep! Get your men out of there!

Aragorn: Nan barad! *To the Keep!* Nan barad! *Pull back to the Keep!* Haldir! Nan barad! *To the Keep!*

(Haldir nods)

Haldir: Nan barad! *To the Keep!*

(Gimli is hauled away from the breach by Legolas and another Elf.)

Gimli: What are you doing? What are you stopping for?

Haldir: Nan barad! *To the Keep!*

(He runs and kills an Uruk, but gets cut on his arm by an Uruk. He looks at his arm and turns around and sees the rest of the Elves running away. He tries to turn around so he can run but an Uruk behind him hits him down the back.)

Aragorn: Haldir!

(Haldir falls to his knees as Aragorn tries to get to him. Haldir sees the dead bodies of the Elves that died before him. Aragorn holds him as Haldir’s head falls back into Aragorn’s arm. Aragorn puts his hand on Haldir’s armor and puts him down. He gets on a ladder and throws it off of the wall. The gate is finally breached.)

Soldier: Brace the gate! Hold them!

(Uruks with crossbows kill some soldiers.)

Théoden: To the gate. Draw your swords!

(When they get to the gate, Théoden kills an Uruk as Gamling is grabbed by the throat by an Uruk. Théoden cuts off the Uruk’s hand and Gamling falls back. Theode get hit with an Uruk’s spear and then leads a spear that a soldier behind him has. He kills the Uruk and goes back into the hall.)

Gamling: Make way! We cannot hold much longer!

(Aragorn and Gimli come in to fight.)

Théoden: Hold them!

Aragorn: How long do you need?

Théoden: As long as you can give me.

Aragorn: Gimli!

Aragorn and Gimli go into a doorway.)

Théoden: Timbers! Brace the gate!

(Aragorn and Gimli walk along a ledge along the wall. Aragorn looks over and sees the Uruks still trying to get into the Deep.)

Gimli: Come on. We can take them.

Aragorn: It’s a long way.

Gimli takes a second look and looks at Aragorn and then the ground.)

Gimli: Toss me.

Aragorn: What?

Gimli: I cannot jump the distance! You’ll have to toss me!

(Aragorn nods as he puts his arm around Gimli. Gimli stutters)

Gimli: Don’t tell the Elf.

Aragorn: Not a word.

(Aragorn throws Gimli across the gap and onto the causeway. Aragorn jumps over and starts killing Uruks along side Gimli.)

Théoden: Shore up the door!

Man: Make way! Follow me to the barricade. Watch our back!

(Uruks get a giant crossbow ready to fire.)

Soldier: Throw another on over here!

Théoden: Higher!

(Uruks fire the crossbow and it hooks onto the wall. Another one is fired after it. While some Uruks pull on some rope, some others hook themselves to the ladder as it is lifted. Legolas sees the ladders hitting the wall and notices that another ladder is on its way up. He fires an arrow at the rope, sending the ladder, along with the Uruks on it, crashing to the ground.)

Soldier: (inside the gate) Hold fast the gate!

(Aragorn and Gimli continue to kill the Uruks that come near the gate.)

Théoden: Gimli! Aragorn! Get out of there!

(Both Aragorn and Gimli are caught by the arms of an Uruk. Théoden’s face is covered by a wooden plank.)

Legolas: Aragorn!

(Legolas throws down a rope. Aragorn holds Gimli as he grips the rope and pushes away from the Uruks. Legolas pulls them up with help from a soldier. The giant crossbows continue to fire and new ladders are pulled up. Legolas finally gets Aragorn and Gimli to the top and pulls them over the wall.)

Théoden: Pull everybody back. Pull them back. (walks away)

Gamling: Fall back! Fall back!

(The Uruks get through the gate.)

Gamling: They have broken through!

Théoden: The castle is breached. Retreat!

Soldier: Fall back!

Théoden: Retreat!

Aragorn: Hurry! Inside. Get them inside!

Soldier: Into the Keep!

(The soldiers fight their way into the Keep. Meanwhile, Treebeard is carrying Merry and Pippin through Fangorn Forest.)

Treebeard: I will leave you at the western borders of the forest. You can make your way north to your homeland from there.

Pippin: Wait! Stop! Stop! Turn around. Turn around. Take us south.

Treebeard: South? But that would lead you past Isengard.

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

Treebeard: That doesn’t make sense to me. But then, you are very small. Perhaps you’re right. (breathes) South it is, then. Hold on, little Shirelings. I always like going south. Somehow it feels like going downhill.

Merry: Are you mad? We’ll be caught.

Pippin: No we won’t. Not this time.

(Faramir and his men are on the outskirts of Osgiliath.)

Soldier: Look! Osgiliath burns!

Faramir: Mordor has come.

Frodo: The Ring will not save Gondor. (turns and faces Faramir) It has only the power to destroy. Please, let me go.

Faramir: Hurry!

(Frodo and Sam are being pushed to go onward.)

Frodo: Faramir! You must let me go!

(Treebeard is walking towards Isengard still.)

Treebeard: And those little family of field mice that climb up sometimes and they tickle me awfully. They’re always trying to somewhere where they…(He gasps)

(Treebeard and the Hobbits look around, seeing the remains of dead trees.)

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

Pippin: I’m sorry, Treebeard.

Treebeard: They had voices of their own. (looks at Isengard) Saruman. A wizard should know better!

(Treebeard breathes in deeply and then lets out a loud yell, causing the Hobbits to cover their ears. His yell echoes across the Forest of Fangorn.)

Treebeard: There is no curse in Elvish, Entish or the tongues of Men for this treachery.

Pippin: (looking behind himself) Look! The trees! They’re moving!

Merry: Where are they going?

Treebeard: They have business with the Orcs. My business is with Isengard tonight with a rock and stone.

(Both Hobbits turn around and see Ents going towards Isengard.)

Merry: Yes.

Treebeard: Come, my friends. The Ents are going to war. It is likely that we go to our doom. Last march of the Ents.

(All of the Ents are marching towards Isengard now. Gollum is being pushed onwards by a soldier’s sword in his back. Frodo and Sam are being held by the shoulders by two of Faramir’s men. A boulder lands in the water near where Frodo and Sam are, while some of the soldiers shot arrows.)

Madril: Faramir! Orcs have taken the eastern shore. Their numbers are too great. By nightfall we will be overrun.

(Frodo breathes quickly.)

Sam: Mr. Frodo?

Frodo: It’s calling to him, Sam. His Eye is almost on me.

Sam: (in a fading voice) Hold on Mr. Frodo. It’ll be all right.

(Sam’s voice and the noise around Frodo begins to fade.)

Faramir: Take them to my father.

(The Hobbits are lead away from Faramir by two men.

Faramir: Tell him Faramir sends a mighty gift. A weapon that will change our fortunes in this war.

Sam: Do you want to know what happened to Boromir? Do you want to know why your brother died? He tried to take the Ring from Frodo after swearing an oath to protect him! He tried to kill him! The Ring drove your brother mad!

Soldier: Watch out!

(A boulder hits a tall tower in Osgiliath. Frodo becomes entranced by the Ring.)

Sam: Mr. Frodo?

Frodo: They’re here. They’ve come.

(Faramir looks at Frodo then hears the screech of a Nazgûl.)

Faramir: Nazgûl!

(The Nazgûl flies overhead on top of a Fell Beast. Frodo looks up at it. Faramir takes Frodo to a safer place and Sam follows them. Gollum whimpers.)

Faramir: Stay here. Keep out of sight. (To his men outside) Take cover!

(The Uruk-Hai wave their flags at the top of Helm’s Deep. They charge their battering ram against the final gate where Théoden is. His men brace the gate.)

Théoden: The fortress is taken. It is over.

Aragorn: You said this fortress would never fall while your men defend it. They still defend it. They have died defending it.

(The ram hits the gate again, scaring the women and children in the caves.)

Woman: They’re breaking in!

(A woman hugs Éowyn sobbing.)

Woman: They’re past the door!

Aragorn: Is there no other way for the women and children to get out of the caves? Is there no other way?

Gamling: There is one passage. It leads into the mountains. But they will not get far the Uruk-Hai are too many.

(The Uruks hit the gate once more.

Aragorn: (to Gamling) Tell the women and children to make for the mountain pass. And barricade the entrance!

Théoden: So much death. What can Men do against such reckless hate?

Aragorn: Ride out with me. Ride out and meet them.

Théoden: For death and glory.

Aragorn: For Rohan. For your people.

Gimli: The sun is rising.

(Aragorn looks at the sunlight now coming through the window.)

Gandalf: (v.o.) Look to my coming at first light on the fifth day. At dawn look to the east.

Théoden: Yes. Yes. The horn of Helm Hammerhand shall sound in the Deep on last time.

Gimli: Yes!

(The gate almost was breached by the ram.)

Théoden: Let this be the hour when we draw swords together.

(Gimli runs up a stairway and gets to the giant horn at the top.)

Théoden: Fell deeds, awake. (the gate opens a little more) Now for wrath, now for ruin and a red dawn. (Gimli blows the horn just as the gate opens.) Forth Eorlingas!

(Théoden and some other riders including Aragorn and Legolas ride and kill the Uruk-Hai as they come inside. They ride outside and their flag is waving. They ride down the causeway into the battle field below. Aragorn looks up to where the sun is rising and sees a horse on it’s hind legs.)

Aragorn: Gandalf.

Gandalf: Théoden King stands alone.

Éomer: (rides up besides Gandalf.)Not alone. Rohirrim!

(The Uruk-Hai let out growls as the Rohirrim appear.)

Théoden: Éomer.

Éomer: To the king!

(They ride down the side of the hill and the Uruks get their spears in position. The light shines into the faces of the Uruks and blinds them. Gandalf lets out a yell as Shadowfax and the other horses jump over the spears and kill the Uruks as they land. They kill the remaining Uruks with their swords. Meanwhile, the Ents throw rocks at Isengard, killing the Orcs in the way on them. The Ents stomp on, kick or hit any Orc that is in their way. Some Orcs manage to pull down an Ent and start chopping at him. Treebeard throws a boulder and hits all of the Orcs on top of it.)

Pippin: Yes!

(Saruman come out of his tower and looks over the ledge only to see that Ents are destroying his land. Pippin throws a rock at an Orc and it falls into a crater.)

Treebeard: A hit. A fine hit.

(Pippin tosses a rock down to Merry who then throws it at another Orc. Two Ents push over a tower and it crumbles when it his the rocks below. Some Orcs shot flaming arrows at an Ent, who then catches on fire. Saruman looks at the scene below him.)

Treebeard: Break the Dam! Release the river!

(The river breaks through the remaining dam throwing the Orcs on top of it into the river. The river flows downwards towards Orthanc. The Ents brace themselves. Saruman looks towards it with a hopeless face.)

Merry: Pippin! Hold on!

Treebeard: Hold on, little Hobbits.

(The Ent that was caught on fire runs into the water, cooling himself. The river takes everything and destroys with it, except for the Ents who have grounded themselves. Frodo starts walking out of where they are, still under the power of the Ring.)

Sam: What are you doing?

(The Nazgûl still flies overhead and the soldiers are still trying to take cover.)

Sam: Where are you going?

(Frodo comes to the middle of a bridge just as the Nazgûl flies before him. Frodo holds up the Ring. Faramir looks and the Fell Beast’s claws extend towards Frodo. Just before Frodo puts on the Ring, Sam grabs his hands and pulls them apart. Both of them fall to the ground making the Fell Beast miss Frodo. Faramir shots an arrow at the Fell Beast making it retreat. Frodo and Sam fall down some stairs, but when they reach the bottom Frodo takes out his sword and holds it at Sam’s throat.)

Sam: It’s me. It’s your Sam. Don’t you know your Sam?

(Frodo falls backwards, hitting a wall and dropping his sword.)

Frodo: I can’t do this, Sam.

Sam: I know. It’s all wrong. By rights, we shouldn’t even be here. (looks out the window.) But we are. (Sees the Nazgûl fly away.) It’s like in the great stories, Mr. Frodo. The ones that really mattered. Full of darkness and danger they were. And sometimes you didn’t want to know the end because how could the end be happy? (Shows the Uruk-Hai army running for their lives at Helm’s Deep.) (v.o.) How could the world go back to the way it was when so much bad had happened?

Théoden: Victory! We have victory!

Sam: (v.o.) But in the end, it’s only a passing thing this shadow. (Shows Isengard flooding) Even darkness must pass. A new day will come. And when the sun shines, it will shine out the clearer. Those were the stories that stayed with you that meant something. Even if you were too small to understand why. But I think, Mr. Frodo, I do understand. I know now.

(Shows Sam again at the window.)

Sam: Fold in those stories had lots of chances of turning back, only they didn’t. They kept going because they were holding on to something.

Frodo: What are we holding on to Sam?

(Sam pulls Frodo up off the ground.)

Sam: There is some good in this world, Mr. Frodo. And it’s worth fighting for.

(Faramir walks over to them. He kneels on one knee when he gets to Frodo.)

Faramir: I think at last we understand one another, Frodo Baggins.

Madril: You know the laws of our country, (Faramir gets up) the laws of your father. If you let them go, your life will be forfeit.

Faramir: Then it is forfeit. Release them. Frodo and Sam are bewildered, but Sam brushes the hand of a soldier off of his shoulder. The remnant of the Uruk-Hai of Helm’s Deep run towards the Forest of Fangorn.)

Éomer: Stay out of the forest! Keep away from the trees!

(Éomer backs his horse up as the rest of the soldiers watch the Uruks go into the forest. As soon as all of the Uruks are in there, the trees start moving and making noises. Legolas looks in awe and fear. Aragorn goes back to Helm’s Deep, there Éowyn welcomes him with a hug. Soldiers put the Uruk bodies in a pile. Legolas walks towards where Gimli is smoking.)

Legolas: Final Count, forty-two.

Gimli: Forty-two? That’s not bad for a pointy-eared Elvish princeling. I myself am sitting pretty on forty-three.

(Legolas quickly gets out an arrow and aims it towards Gimli and fires. It reveals that Legolas shot an Uruk that Gimli was sitting on.)

Legolas: Forty-Three.

Gimli: He was already dead.

Legolas: He was twitching.

Gimli: He was twitching because he’s got my ax embedded in his nervous system!

(Gimli pushes his ax back and forth making the dead Uruk move. Camera shows Merry and Pippin walking around in the water Isengard, looking up at Saruman.)

Merry: He doesn’t look to happy, does he?

Pippin: Not to happy at all, Merry.

Merry: Still, I suppose the view would be quite nice from up there.

Pippin: Oh, yes. It’s a quality establishment. I hear the staff are very good.

(Merry flattens his hand and tries to makes a line from the top of his head to about Pippin’s head. Pippin turns around and Merry acts like he is getting something out of his hair.)

Pippin: What are you doing?

Merry: Nothing. The world’s back to normal, that’s all.

Pippib: No, it isn’t. I’m starving.

Merry: Good luck trying to find something decent around here. Probably only dead rats and moldy bread.

(Pippin looks down at the water and sees an apple. He picks it up and looks up at the sky. He looks at the apple again and smiles. He turns around and see if there are anymore. Merry finds things as well as Pippin. Pippin found some apples but he threw those away when he found a chicken. They came inside a little room. They look around, both of their eyes are big. They laugh.)

Merry: Saruman’s storeroom.

(They see a barrel of Longbottom Leaf from the South Farthing.)

Pippin: I don’t believe it.

Merry: It can’t be.

(They open one of the barrels up.)

Pippin: It is!

Merry: Longbottom Leaf. (he smells the leaves) The finest prep-weed in the South Farthing.

Pippin: It’s perfect. One barrel each. (He hands a barrel to Merry and keeps on for himself.) Wait. Do you think we should share it with Treebeard?

Merry: (in a surprised voice) Share it? No. No. (picks up a leaf) Dead plant and all that. Don’t think he’d understand. Could be a distant relative.

Pippin: Oh, I get it. (touches his nose) Don’t be hasty.

Merry: (Takes out his pipe and crunches some leaves.) Exactly. Bar-hrum.

(Both of them laugh. Treebeard smells something and bends over to see what is in the storeroom. Scene changes and shows Frodo, Sam, and Gollum following Faramir through the water in lower Osgiliath. Frodo and Sam come to a doorway.)

Faramir: This is the old sewer. Runs right under the river through to the edge of the city. You’ll find cover in the woods there.

Sam: Captain Faramir you have shown your quality, sir. The very highest.

Faramir: The Shire must truly be a great realm, Master Gamgee, where gardeners are held in high honor. What road will you take once you reach the woods?

Frodo: Gollum says there’s a path near Minas Morgul that climbs up into the mountains.

(Gollum starts crawling away slowly.)

Faramir: Cirith Ungol?

(Faramir bends over and grabs Gollum by the throat and pushes him up against the wall.)

Faramir: Is that its name?

Gollum: No. No! (gasps for breath) Yes.

Faramir: Frodo they say a dark terror dwells in the passes above Minas Morgul. You cannot go that way.

Gollum: It is the only way. Master says we must go to Mordor, so we must try.

Frodo: I must.

(Faramir throws Gollum back onto the ground, causing him to cough.)

Faramir: Go, Frodo. Go with the goodwill of all Men.

Frodo: (nodding) Thank you.

(Frodo and Sam enter the sewer. Gollum tries to go around Faramir but he grabs him by the throat again.)

Faramir: May death find you quickly if you bring them to harm.

(Faramir throws him into the sewer. Gollum catches up with Frodo and Sam, limping as he goes.)

Sam: Come on, keep up. Mr. Frodo didn’t mean for them Rangers to hurt you. You know that, don’t you? He was trying to save you, see?

Gollum: Save me?

Sam: So there’s no hard feelings. Forgive and forget.

Gollum: No, no, no hard feelings. (throat noise) Gollum, Gollum.

(Gollum whimpers and starts limping again.)

Gollum: Yes, master. Nice Hobbits.

Sam: Very decent of you. Very decent, indeed, Gollum.

(Gandalf and the others ride up a hill that over looks the edge of Mordor.)

Gandalf: Sauron’s wrath will be terrible, his retribution swift.

(A red explosion is shown in the distance.)

Gandalf: The battle of Helm’s Deep is over. The battle for Middle-Earth is about to begin. All our hopes now lie with two little Hobbits…

(Gollum continues to lead Frodo and Sam in the woods.)

Gandalf:…somewhere in the wilderness.

Sam: I wonder if we’ll ever be put into songs or tales.

Frodo: What?

Sam: I wonder if people will ever say, “Let’s hear about Frodo and the Ring.” And they’ll say, “Yes! That’s one of my favorite stories.” “Frodo was really courageous, wasn’t he, Dad?” “Yes, my boy. The most famousest of Hobbits. And that’s saying a lot.”

Frodo: Well, you’ve left out one of the chief characters: “Samwise the Brave.” I want to hear more about Sam. (He stops walking and turns around.) Frodo wouldn’t have gone far without Sam.

Sam: Now, Mr. Frodo, you shouldn’t make fun. I was being serious.

Frodo: So was I.

(Frodo turns back around and starts walking. Sam adjusts his bag.)

Sam: “Samwise the Brave.”

(Frodo smiles)

Frodo: Sméagol?

Frodo: We’re not going to wait for you. Come on.

(Gollum is crawling on the ground.)

Sméagol: Master. Master looks after us. Master wouldn’t hurt us.

Gollum: Master broke his promise.

Sméagol: Don’t ask Sméagol. Poor, poor Sméagol.

Gollum: Master betrayed us. Wicked. Tricksy. False. We ought to wring his filthy little neck. Kill him! Kill him! Kill them both! And then we take the precious and we be the master!

Sméagol: But the fat Hobbit, he knows. Eyes always watching.

Gollum:Then we stabs them out. Put out his eyeses and make him crawl.

Sméagol: Yes. Yes. Yes.

Gollum: Kill them both.

Sméagol: Yes. No! No! It’s too risky. It’s too risky.

Sam: Where is he? Where has he gone? Hey, Gollum! Where are you?

Frodo: Sméagol?

Gollum: We could let her do it.

Sméagol: Yes. She could do it.

Gollum: Yes, precious, she could. And then we takes it once they’re dead.

Sméagol: Once they’re dead.

Gollum: Shh.

(Gollum jumps out from behind the tree.)

Sméagol: Come on, Hobbits. Long ways to go yet. Sméagol will show you the way.

Gollum: Follow me.

(Camera pulls out of the forest and goes up the side of the mountain and shows Mordor with the Ringwraiths flying in there.)