(A many thanks to Shirehobbit who took the time to convert this script to the format used with the RotK script!) Please Note: You may NOT duplicate this script on your own website. Read here for more information.

(Exterior of the Misty Mountains. Faintly, voices echo within)

Gandalf: You cannot pass!

Frodo: Gandalf!

Gandalf: 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 Udûn!

(Zooms into Khazad-dûm, Gandalf battles the Balrog)

Gandalf: YOU SHALL NOT PASS!

(The Balrog falls, as he falls the whip reaches up and grabs Gandalf by his ankle. Gandalf clings to the ledge by his fingertips. Boromir is holding Frodo back.)

Boromir: No! No!

Frodo: Gandalf!

Gandalf: Fly, you fools!

Frodo: NO!!!!

(Gandalf falls, intercepts Glamdring, and attacks the Balrog as they’re falling. Gandalf jumps onto the Balrog. As they fall, the Balrog turns, causing Gandalf to fall off. He grabs the horns of the Balrog and flips onto the back of the Balrog’s head. He stabs the Balrog again in the back of the head. Balrog and Gandalf fall into the water below Moria.)

__________

(Frodo wakes from a dream)

Frodo: Gandalf!

Sam: What is it, Mr. Frodo?

(Frodo lays back down)

Frodo: Nothing. Just a dream.

TEXT: The Two Towers

(The next day, as they’re wandering through the Emyn Muil, they look toward Mordor.)

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

Frodo: 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, he shudders and sits down.)

Sam: (Looks concerned at Frodo) Mr. Frodo? It’s the Ring, isn’t it?

Frodo: It’s getting heavier.

(Clutches the ring to his chest, and then takes a drink of water, Sam sits down as well and starts digging in his bag.)

Frodo: What food have we got left?

Sam: Well, let me see. 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 eat.)

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

Frodo: (chuckles) Nothing ever dampens your spirits, does it, Sam?

Sam: (sighs) Those rain clouds might.

(Climbing over the rocky terrain, they continue to travel)

Sam: This looks strangely familiar.

Frodo: That’s because we’ve been here before. We’re going in circles.

Sam: Ugh. What is that horrid stink? I wonder if there’s a nasty bog nearby. Can you smell it?

Frodo: Yes, I can smell it. (turning to Sam) We’re not alone.

(Frodo and Sam are asleep; Gollum is climbing down a cliff above them.)

Gollum: They’re thieves. They’re thieves, they’re 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.

(Frodo and Sam grab hold of Gollum, he pushes them away from him, causing them to fall down. Gollum seeing the Ring that has come out of Frodo’s shirt jumps on Frodo. Sam crawls over and grabs Gollum’s leg, dragging him off Frodo. Gollum slaps Sam who falls. He goes back to Frodo, trying desperately to touch the ring. Sam grabs Gollum and jerks him off Frodo, flinging Frodo to the other side as well. Gollum gets loose and jumps off Sam’s back onto the rocks. Gollum jumps back down onto Frodo. Sam grabs Gollum again and lifts him off Frodo. Gollum bites Sam. They tussle on the ground until Frodo unsheathes Sting and points it at Gollum’s throat.)

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 and releases Sam. The next morning they have Gollum tied with Sam’s Elvish rope. Gollum is flailing around and moaning.)

Gollum: (screaming) It burns! It burns us! It freezes…nasty Elves twisted it! Take it off us!

Sam: Quiet you!

Gollum: Aaahhhh!

Sam: 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)

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

(Gollum abruptly stops wailing.)

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 can 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) Yes…on the Precious. On the Precious.

Sam: I don’t believe you!

(Sam runs forward and grabs hold of the rope…pulling Gollum on the ground.)

Sam: Get down! Get down!

Frodo: Sam! Don’t Sam!

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

(Gollum gasps for air)

Frodo: You know the way to Mordor?

Gollum: Yes.

Frodo: You’ve been there before?

Gollum: Yes.

(Frodo takes the rope off of Gollum)

Frodo: You will lead us to the Black Gate.

(Gollum scampers off, leaving the Hobbits to try and keep up.)

__________

(The Uruk-hai are running. Merry and Pippin are being carried. As Merry’s orc passes Pippin’s orc, Pippin whispers to him.)

Pippin: Merry! Merry!

(The lead orc pauses, and motions for the group to stop)

Orc2: What is it? What do you smell?

Orc1: Manflesh.

Pippin: Aragorn.

Orc1: They’ve picked up our trail. (growls) Let’s move!

(The orcs pick up speed, Pippin has a thought and acts on it once. Using his teeth, he detaches the leaf-brooch of his Lórien cloak, and spits it out onto the trail. Orc feet trample the brooch. Aragorn lies on the ground, listening. Faintly, the sound of many feet can be heard.)

Aragorn: Their pace has quickened. They must have caught our scent. (He rises. To Legolas and Gimli.) Hurry!

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

Legolas: Come on, Gimli.

Gimli: 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. Aragorn stops, and picks up Pippin’s leaf-brooch.)

Aragorn: Not idly do the leaves of Lórien fall.

Legolas: They may yet be alive.

Aragorn: Less than a day ahead of us. Come.

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

Legolas: Come! Gimli, we are gaining on them!

(Gimli struggles to his feet)

Gimli: 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 overlooks 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.)

Aragorn: Legolas, What do your Elf eyes see?

(Legolas peers off into the distance.)

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

Aragorn: Saruman.

__________

(Scene goes to Isengard, smoke and fire can be seen all around it. Saruman is seen inside Orthanc, using the Palantír)

Saruman: (telepathically) The world is changing. Who now has the strength to stand against the armies of Isengard and Mordor? (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-dûr is seen and the great Eye of Sauron at the pinnacle)

(Orcs are cutting down large trees. A tree falls into one of the pits in Isengard. Saruman walks through the ironworks underneath Isengard.)

Saruman: The old world will burn in the fires of Industry, the forests will fall, a new order will rise. (Orcs are seen making weapons) 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.) We have only to remove those who oppose us.

(Outside of Isengard, Saruman is in the middle of a crowd of Wild Men)

Saruman: The Horsemen took your lands; they drove your people into the hills to scratch a living off rocks!

Wild Man: Murderers!

(The Wild Men scream and raise their torches)

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

Wild Man: Ahhhh!

(The rest of the Wild Men join in the shout and then take off running out of Isengard.)

Saruman: It will begin in Rohan, too long have these peasants stood against you, but no more.

(Wild men are seen running toward a village. Inside the village a woman is saddling a horse while others are running past her, leaving the village.)

Woman: Éothain, Éothain! You take your sister, you’ll faster with just two. (The boy mounts the horse)

Freda: Father says Éothain must not ride Kennoff, he is too big for him.

(She puts the girl 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 is weeping and reaching out for her mother)

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

Woman: 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 take off on the horse) Oh child.

(Wild Men and orcs are attacking the village, attacking the people who are still there. Houses burn. The children look back from the top of the hill. Freda is still crying.)

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

__________

(Éomer and his contingent are riding up to Edoras’s gate. Théodred sits in front of Éomer unconscious. Éowyn goes to Théodred’s room where he is lying, 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. She lifts one of the bandages on Théodred’s abdomen and grimaces, she looks to Éomer again. Éomer and Éowyn are in the throne room approaching Théoden.)

Éowyn: Your son is badly wounded, my lord.

Éomer: He was ambushed, by orcs. If we don’t defend our county, Saruman will take it by force.

(Gríma appears from behind the throne.)

Gríma: That is lie. Saruman the White has ever been our friend and ally

(Théoden whispers indistinctly. Gríma bends down to hear the King.)

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; it has a white hand painted on it.)

Gríma: 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 Gríma by the throat) How long is it since Saruman bought you? What was the promised price, Gríma? When all the men are dead you will take your share of the treasure. (Éowyn goes to leave the room, catching the eye of Gríma, then Éomer. Éomer grasps Gríma’s face harder) Too long have you watched my sister, too long have you haunted her steps.

(Men grab Éomer and pull him away from Gríma)

Gríma: 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 under pain of death.

__________

(Orcs are running through a field. Merry and Pippin are being carried by two orcs on their back. The three are in pursuit, Gimli is 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 orcs stop, Merry and Pippin are dropped to the ground.)

Orc: We’re not going no further, ‘til we’ve had a breather.

Lead Orc: Get a fire going.

(The orcs go into the woods to get wood, 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 woods as the orcs chop on the trees.)

Pippin: What’s making that noise?

Merry: 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.

Orc 1: I’m starvin’. We ain’t had nothin’ but maggoty bread for three stinkin’ days.

Orc 2: Yeah, why can’t we have some meat? (Looking at Merry and Pippin) What about them? They’re fresh.

Lead Orc: They are not for eating.

(The lead orc grabs the two hobbits and drags them away from the group of orcs)

Orc 3: What about their legs? They don’t need those. Ooh, they look tasty.

(Goes towards the hobbits)

Lead Orc: Get back, Scum.

(The orcs yell)

Orc 2: Carve ‘em up. Just a mouthful!

(The orc raises his scimitar towards the hobbits. The lead orc cuts off that orc’s head. It lands on the ground in front of Merry and Pippin.)

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

(The orcs yell. 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. The leg orc puts his foot on Merry’s back. Pippin turns over and lets out a slight yelp in surprise.)

Orc 3: Go on, call for help. Squeal! No one’s gonna save you now.

(The orc draws his knife. Suddenly, a spear goes through the orc’s back, he screams and falls to the side. The rest of the orcs notice the riders, they battle)

Merry: Pippin!

(The riders ride through the orcs slaughtering them using bows, spears, and swords. Pippin 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. Aragorn, seeing who they are, steps out.)

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

(The horsemen turn around and surround the three, spears towards them.)

Éomer: What business does an Elf, a Man, and a Dwarf have in the Riddermark? Speak quickly!

Gimli: Give me your 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 Glóin, 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 has forsaken 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! 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 out your filthy little innards!

(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: Merrrrrry!

(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 in his other hand.)

Treebeard: Little orcs, burárum.

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 on 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.)

Gollum: See, see, we’ve led you out. Hurry, hobbitses, hurry! Very lucky we find you. (to Sam) 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 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: Unh. Unh. 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 its 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 heads.)

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: It’s all right. I’m here.

(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: 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: It cannot be.

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

Aragorn: You fell.

Gandalf: Through fire, and water. From the lowest dungeon to 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 lying 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 wheeled overhead, and everyday was as long as a life age of 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.

(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. )

___________

(Overview of Fangorn Forest.)

Treebeard: My home lies deep in the forest near the roots of the mountains. (Treebeard is walking through Fangorn with the two hobbits sitting atop him.) I told Gandalf I would keep you safe, and safe is where I’ll keep you. The trees have grown wild and dangerous, anger festers in their hearts. They will harm you if they can. There are too few of us now, too few of us Ents left to manage them.

__________

(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. )

___________

(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 for 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. They ride through Edoras.)

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

(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.

(Grima gets up and runs through the crowd that has gathered.)

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?

(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. 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. 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 is held tightly by one of the archers.)

Faramir: (To another archer) Bind their hands.

__________

(The people of Edoras are walking the trail to Helm’s Deep. Indistinct talking. Gimli is riding a horse lead my Éowyn)

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

(Éowyn looks back to Aragorn, riding behind them.)

Aragorn: (whispers) It’s the beards.

(He motions on his face as if he was stroking a beard, Éowyn turns around and tries to hide that she is laughing.)

Gimli: And this in turn has given rise to the belief that there are no dwarf women, and that dwarves just spring out of holes in the ground. (Éowyn and Gimli laugh) Which of course is ridiculous. Ah!

(Gimli’s horse takes off; he falls off onto the ground. Éowyn runs to him.)

Gimli: It’s all right, it’s all right. Nobody panic. That was deliberate, it was deliberate.

(That night, Aragorn is smoking his pipe.)

Arwen: (Voiceover) 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.

(Scene fades into Rivendell flashback, Aragorn is lying on a bed.)

Aragorn: I am asleep. This is a dream.

Arwen: Then it is a good dream.

(Arwen leans down to kiss Aragorn.)

Arwen: Sleep.

(She kisses him again, stands up and moves away.)

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

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

(Aragorn gets up and goes to Arwen)

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

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

Aragorn: Arwen…

(Arwen puts her hand up to his lips silencing him.)

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

(Her hand moves to the Evenstar around his neck. He grabs her hand, they kiss. Back to the road to Helm’s Deep.)

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

(Flashback to Rivendell)

Elrond: Our time here is ending. 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 where it will be evergreen.

Aragorn: But never more than a 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 is speaking to Arwen)

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.

(He grabs her hand; he opens his revealing the Evenstar)

Aragorn: This belongs to you.

Arwen: It was a gift. Keep it.

(She closes his hand around the Evenstar. Flashback ends.)

Éowyn: My lord?

Aragorn: She is sailing to the undying lands with what is left of her kin.

(Háma and Gamling ride past them, they ride ahead. Háma’s horse spooks)

Gamling: What is it? Háma?

Háma: I’m not sure.

(Above them on the rocks is a single Warg rider. The rider spurs the Warg and it jumps down in front of Háma and Gamling. Háma is knocked off his horse. The Warg goes to him and kills him. Gamling draws his sword and fights with the orc on the Warg. Legolas comes up and shoots the Warg with an arrow. The orc is thrown off, and Legolas kills the orc.)

Legolas: (To Aragorn) A scout!

(Aragorn races back towards the rest of the group.)

Théoden: What is it? What do you see?

Aragorn: Wargs! We’re under attack! Over here!

(The Rohirrim are screaming. Éowyn gives the horse to Aragorn.)

Aragorn: Warg attack!

Théoden: All riders to the head of the column.

Gimli: (Attempting to mount a horse.) Come on, get me up here, I’m a rider. Ai!

(Legolas stands at the top of the hill, surveying the Warg riders approaching)

Théoden: (To Éowyn) You must lead the people to Helm’s Deep, and make haste.

Éowyn: I can fight.

Théoden: No! You must do this, for me. Follow me! Hyah!

(He rides up the hill. Aragorn follows. Gimli attempts, but the horse is going backwards.)

Gimli: Forward, now. Go Forward.

Éowyn: Make for the lower ground.

Gimli: That’s it, come on!

Éowyn: Stay together.

(Legolas is alone at the top of the hill. He is taking down Wargs with arrows. The cavalry comes up behind him. He grabs onto Gimli’s horses chest strap and swings himself onto the horse in front of Gimli. They ride to meet the Wargs. They clash, many go down instantly. An Orc is speared. Legolas shoots another with an arrow; it instantly falls off the Warg. Gimli falls off of the back of Legolas’ horse. Legolas looks back, but is immediately involved in another Warg Rider. Gimli picks up his ax and readies himself. A rider less warg approaches him.)

Gimli: Bring your pretty face to my axe.

(The warg come running towards him. Legolas rides us and shoots the Warg behind the head, killing it.)

Gimli: Ahh! That one counts as mine!

(Immediately another Warg comes from behind Gimli and he swings his ax, hitting the Warg in the face, the Warg fall, onto Gimli, pinning him to the ground. Aragorn is riding through the field; he chops off an orcs head. Théoden slices another orcs through. An archer kills a warg and then is hit by another Warg. Gimli is trying to lift the warg off of him.)

Gimli: Stupid creature.

(An orc shows up on top of the Warg, unsheathes his sword and goes for Gimli. Gimli reaches up and grabs the orc’s head and snaps its neck. The orc dies. Gimli smells the orc and groans. A soldier slices two more Wargs as Gimli continues to try and lift the Warg and the orc off of himself. A Warg appears on top of the dead warg and orc, snarling. Gimli’s eyes get wide; Aragorn sees him and comes riding towards them. He picks up a spear that is stuck in the ground, and throws it at the Warg, impaling and killing it. It lands on top of the pile on Gimli, Gimli groans. Théoden is fighting another orc, he slices that orc and then shoves his sword into another Warg’s mouth. Aragorn rides up to another orc and battles with it, he stabs it, and as the orc falls another Warg runs up and knocks Aragorn off of his horse onto the ground. A rider approaches him, as he is about to pass, Aragorn grabs onto the Warg and swings himself up onto it behind the orc. He head butts the orc then falls to the ground. His hand caught in the rigging of the Warg. Aragorn manages to stab the orc, he pulls the orc off, but the Warg is still running full speed. Aragorn tries to release his hand, but is unsuccessful. The warg drags Aragorn off of a cliff. The Rohirrim are finishing off the last Wargs and orcs. Gimli takes his axe to a disabled Warg. Théoden looks around at the men that are left. Legolas is also looking around.)

Legolas: Aragorn!

Gimli: Aragorn!

(Legolas bends down on a rock, inspecting something. He hears an orc laugh and turns towards it. Gimli steps over the orc with his ax.)

Gimli: Tell me what happened and I will ease your passing.

Orc: He’s dead! Hahah! He took a little tumble off the cliff. Hahah.

(Legolas grabs the orc and lifts him up by his shirt.)

Legolas: You lie!

(The orc laughs and stops breathing. Legolas drops him. He sees something in the Orcs hand, it is the Evenstar. He goes to the edge of the cliff, Théoden is already there, Gimli joins him. They look down and see a rushing river. Gamling comes up behind them.)

Théoden: Get the wounded on horses. The wolves of Isengard will return. Leave the dead. (Legolas looks at him shocked. Théoden puts his hand on Legolas’ shoulder.) Come.

__________

(The women and children have finally made it to Helm’s Deep.)

Woman: Come see.

Children: There it is!

Woman: (To Éowyn) We’re safe my lady.

(They enter Helm’s Deep. The group disperses. Freda and Éothain run towards their mother.)

Freda: Momma!

Mother: Éothain! Freda!

(They embrace. The warriors arrive.)

Guard: Make way for Théoden! Make way for the King!

(Éowyn is running to meet them. Théoden dismounts.)

Éowyn: So few. So few of you have returned.

Théoden: Our people are safe. We have paid for it with many lives.

Gimli: My lady.

Éowyn: Lord Aragorn? Where is he?

Gimli: He fell.

(Éowyn looks to Théoden who looks down.)

Théoden: Pull all our forces behind the walls, 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.

Grima: (voiceover) Helm’s Deep has but one weakness. It’s outer wall is solid rock, but for a small culvert at it’s base which is little more than a drain.

(Saruman is pouring black crystals into some kind of pot.)

Grima: How? How can fire undo stone? What kind of device could bring down the wall?

(Grima has leaned over the stones with a candle in his hand. Saruman quickly grabs the hand with the candle and moves it away.)

Saruman: If the wall is breached, Helm’s Deep will fall.

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

Saruman: Tens of thousands.

Grima: But my lord there is no such force.

(Orc horn is heard, an army of thousands is outside.)

Saruman: (To the army) A new power is rising, it’s victory is at hand. (The orcs cheer.) 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 falls down Grima’s face.) There will be no dawn for men.

(The orcs are marching to Helm’s Deep.)

__________

(Treebeard and the two hobbits are walking through Fangorn.)

Pippin: Look there’s smoke to the south.

Treebeard: There is always smoke rising from Isengard these days.

Merry: Isengard?

Treebeard: There was a time when Saruman would walk in my woods, but now he has a mind of metal and wheels. He no longer cares for growing things.

(Merry and Pippin climb to the top of Treebeard and look out, seeing a large amount of orcs marching.)

Pippin: What is it?

Merry: It’s Saruman’s army. The war has started.

__________

(Aragorn is floating down the river. He washes up on a rocky shore. Scene fades to Arwen lying on a bed. Fades back to Aragorn on the shore. Arwen bends over his face and kisses him softly.)

Arwen: (voiceover) May the grace of the Valar protect you.

(She fades away. Aragorn lies on the shore. Brego comes up and nuzzles him. He turns him onto his back.)

Aragorn: (mumbles) Brego.

(Brego lays down next to Aragorn. Aragorn grabs a handful of his mane and pulls himself up onto Brego. Brego gets up and they ride off, Aragorn barely conscious.)

(Fades to Arwen lying on the bed again. Elrond is at the door.)

Elrond: Arwen. Tollen i lû. *Arwen, It is time.*

(Arwen sits up.)

Elrond: 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: (Whispers) 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. (Goes to scene of an old Aragorn on a viewing table. Mourners pass; Arwen stands at his side, unchanged.) And there will be no comfort for you, no comfort to ease the pain of his passing. He will come to death. (Scene fades and Aragorn’s body turns into stone, Arwen is now at his feet with a black veil over her face, blowing in the wind, alone.) An image of the splendor of the Kings of men in glory undimmed before the breaking of the world. But you, my daughter, you will linger on in darkness and in doubt. As night falling until it comes without a star. Here you will dwell, bound to your grief under the fading trees. (Arwen is walking through a forest in her black mourning outfit.) Until all the world is changed and the longs years of your life are utterly spent. (Back to the room with Arwen and Elrond in Rivendell. Arwen is crying.) Arwen. (She takes a big breath.) There is nothing for you here, only death.

(Arwen looks at her father, he comes over and sits on the bed next to her.)

Elrond: Ah im, ú-‘erin veleth lîn?*Do I not also have your love?*

Arwen: Gerich veleth nîn, adar. *You have my love, father.*

(She puts her head on his shoulder, weeping. Elves are leaving Rivendell. All are hooded and carrying lanterns in front of them, Arwen is with them. Elrond stands on a balcony looking over those leaving. Arwen looks up at him. Scene fades to Galadriel.)

Galadriel: I amar prestar aen, han mathon ne nen, han mathon ne chae, a han noston ned ‘wilith. *The world is changed; I can feel it in the water, I can feel it in the earth, I can smell it in the air.* The power of the enemy is growing. Sauron will use his puppet Saruman to destroy the people of Rohan. (Shows Saruman over the Palantir and orcs marching.) Isengard has been unleashed. The eye of Sauron now turns to Gondor. (The eye is seen, then the city of Gondor.) The last free Kingdom of men. His war on this country will come swiftly. (A terrible hiss can is heard from the Eye.) He senses the Ring is close. (Sam and Frodo are being led through the woods blindfolded by Faramir’s soldiers.) The strength of the Ringbearer is fading. (Back to Elrond, then Galadriel.) In his heart Frodo begins to understand, the quest will claim his life. You know this. You have foreseen it. It is the risk we all took. (The ring flips up into the air.) In the gathering dark the will of the ring grows strong. (Back to Faramir leading Frodo blindfolded.) It works hard now to find its way back into the hands of men. Men who are so easily seduced by its power. The young captain of Gondor has but to extend his hand, take the ring for his own, and the world will fall. (The hobbits are now being handed down into a cavern, still blindfolded.) It is close now. So close to achieving its goal. (A Nazgûl on wings flies in front of the eye.) For Sauron will have dominion over all life on this earth, even unto the ending of the world. (Back to Elrond and Galadriel.) The time of the elves is over. Do we leave middle earth to its fate? Do we let them stand alone?

__________

(A map of middle earth is laid out, Faramir and one of his captains look over it.)

Faramir: What news?

Parn: Our scouts report Saruman has attacked Rohan. Théoden’s people have fled to Helm’s Deep. But we must look to our own borders. Faramir, orcs are on the move, Sauron is marshalling an army. Easterlings and Southerns are passing through the Black Gate.

Faramir: How many?

Parn: Some thousands, more come every day.

Faramir: Who’s covering the river to the north?

Parn: We’ve pulled five hundred men out of Osgiliath. If the city is attacked, we won’t hold it.

Faramir: Saruman attacks from Isengard, 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’s blindfolds are taken off and they are unbound, they look around. Soldiers bustle about all around them. Faramir approaches them.)

Faramir: My men tell me that you are orc spies.

Sam: Spies? Now wait just a minute.

Faramir: But 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 would grieve you then to learn that he is dead.

Frodo: Dead? How? When?

Faramir: As one of his companions I’d hoped you would tell me. He was my brother.

(That night Faramir is sitting in the cavern alone staring blankly.)

Lorne: Captain Faramir. We found the third.

(Faramir goes in and wakes Frodo up, Sam still sleeps.)

Faramir: You must come with me, now.

(Frodo gets up and follows him. They are now outside the waterfall.)

Faramir: (pointing) Down there.

(Frodo looks and sees Gollum just as he jumps into the pool at the bottom.)

Faramir: To enter the forbidden pool bears the penalty of death.

(Frodo gasps, then looks across the waterfall and sees archers poised to shoot.)

Faramir: They wait for my command. Shall I shoot?

Gollum: (Singing) The rock and pool is nice and cool, so juicy sweet, I only wish to catch a fish (bangs the fish on the rock with the beat.) so juicy sweet.

(The fish starts to squirm away from Gollum, he catches it and thwacks it against the rock a few more times.)

Frodo: Wait. This creature is bound to me, and I to him. He is our guide. Please, let me go down to him.

(Frodo leaves to go down to the pool. Gollum is munching on the fish on a rock at the edge of the pool.)

Frodo: Sméagol. Master is here. (Gollum turns around to look at Frodo.) Come Sméagol. (He doesn’t move.) Trust master, come.

Sméagol: We must go now?

Frodo: Sméagol, you must trust master. Follow me, come on. (Sméagol puts the fish in his mouth and starts to follow Frodo.) Come. Come Sméagol, nice Sméagol, that’s it. Come on.

(The soldiers pop out of the bushes and grab Sméagol. He screams.)

Frodo: Don’t hurt him. Sméagol don’t struggle, Sméagol listen to me!

Sméagol: Master!?!

(A black bag is put over Sméagol’s head as they drag him back to the cavern. Frodo looks up at Faramir. Back in the cavern, Faramir’s men struggle with him, throwing him against the wall.)

Sméagol: Ahh! No!

Faramir: Where are you leading them?

(Sméagol is curled up in a ball crying.)

Faramir: Answer me!

Gollum: Sméagol (Sméagol cries.) Why does it cry, Sméagol?

Sméagol: Cruel man hurts us. Master tricksed us.

Gollum: Of course he did. I told you he was tricksey. I told you he was false.

Sméagol: Master is our friend, our friend.

Gollum: Master betrayed us.

Sméagol: Not its business. Leave us alone.

Gollum: Filthy little hobbitses, they stole it from us.

Sméagol: No, no.

Faramir: What did they steal?

Gollum: (turns to face Faramir) My Precious!!! Ahhh!

(Scene goes to Sam and Frodo in one of the caverns rooms.)

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 me. I’m sorry. The ring is taking me Sam, if I put it on he’ll find me. He’ll see.

Sam: Mr. Frodo…

(Faramir comes in. He draws his sword, the two hobbits stand up.)

Faramir: So this is the answer to all the riddles. Your in the wild I have you, two halflings and a host of men at my call, and the ring of power within my grasp.

(Frodo is backed up against the wall as Faramir advances towards him, sword drawn. He takes the ring out of Frodo’s shirt with the tip of the knife.)

Faramir: A chance for Faramir, Captain of Gondor, to show his quality.

(Frodo starts to go into his trance-like state. The ring begins to speak. Frodo wakes up from the trance and throws Faramir’s sword aside.)

Frodo: No!

Sam: Stop it! Leave him alone! Don’t you understand? He’s gotta destroy it. That’s where we’re going, into Mordor, to the mountain of fire.

(A soldier comes in.)

Malamir: Osgiliath is under attack. They call for reinforcements.

Sam: Please, its such a burden. Will you not help him?

Malamir: Captain?

Faramir: (to soldier) Prepare to leave. The ring will go to Gondor

__________

(Aragorn is riding through the plains on Brego. He stops atop a hill and sees the massive orc army headed toward Helm’s Deep. He continues to ride on towards Helm’s Deep. )

Aragorn: Mae carnen, Brego, mellon nîn. *Well done, Brego, my friend.*

( Aragorn rides through the gates of Helm’s Deep, he dismounts.)

Woman: He’s alive!

Gimli: Where is he? Where is he? Get out of the way! I’m gonna kill him! You are the luckiest, uncanniest, and the most reckless man I ever knew. (He embraces Aragorn) Bless you laddie.

Aragorn: Gimli, where is the King?

(Gimli nods, Aragorn pats him on the shoulder, then moves towards where Gimli nodded. He is stopped by Legolas.)

Legolas: Le abdollen *Your late* You look terrible.

(Aragorn laughs, hearing this Éowyn turns around and sees Aragorn. Legolas hands Aragorn the Evenstar. Aragorn looks at it, then at Legolas)

Aragorn: Hannon le. *Thank you.*

(Aragorn goes through the doors to the throne room. A few minutes later in the throne room.)

Théoden: A great host you say?

Aragorn: All of Isengard is emptied.

Théoden: How many?

Aragorn: Ten thousand strong at least.

Théoden: Ten thousand?

Aragorn: It is an army bread for a single purpose. To destroy the world of men. They’ll be here by nightfall.

Théoden: (Walking away.) Let them come.

(Théoden is now outside in the crowd of people inside the walls of Helm’s Deep.)

Théoden: (to a soldier) I want every man and strong lad able to bear arms to be ready for battle by nightfall.

(Legolas, Aragorn, and Gimli follow him out of the gate. Men are reinforcing the doors.)

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 armor is thick and their shields broad.

Théoden: I have fought in many wars, master dwarf, I know how to defend my own keep.

(They go back inside.)

Théoden: (atop the wall) They will break upon this fortress like water on rock. Saruman’s hoards 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 it’s people. Down to the last child.

Théoden: (close to Aragorn, in a whisper) 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 Gond…No my lord Aragorn, we are alone.

(Théoden walks away, up the steps, Gamling and another soldier are following.)

Théoden: Get the women and children into the caves.

Gamling: We need more time to lay provisions for a siege, my lord.

Théoden: There is no time. War is upon us.

Soldier: Secure the gate!

__________

(Scene goes to Merry and Pippin on Treebeard. They are walking through Fangorn still.)

Treebeard: The ents have not troubled about the wars of men and wizards in a very long time. (They reach a clearing) Ah, but now something is about to happen that hasn’t happened for an age. Entmoot.

Merry: What’s that?

Treebeard: It is a gathering.

Merry: A gathering of what?

(Trees talking can be heard. Ents are coming out of the trees into the clearing.)

Treebeard: Beech. Oak. Chestnut. Ash. Good, good, good. Many have come. Now we must decide if the Ents will go to war.

__________

(Back at Helm’s Deep, soldiers are getting the women, children, and old men into the caves.)

Soldier: Move back! Move to the caves!

(Soldiers are gathering all those who can fight, young and old from the families in the caves. Women comfort each other. The men are above and are being given weapons and armor.)

Soldier: Here. Here.

(Aragorn takes a sword and looks at it, evaluating it. He puts it back on the pile.)

Aragorn: Farmers, farriers, stable boys, these are no soldiers.

Gimli: Most have seen too many winters.

Legolas: Or too few. Look at them, their frightened, I can see it in their eyes. 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.*Aragorn, they cannot win this fight. They are all going to die!*

Aragorn: Then I shall die as one of them!

(Aragorn walks away, Legolas starts after him, Gimli stops him.)

Gimli: Let him go lad, let him be.

Gamling: (In the throne room) Every villager able to wield a sword has been sent to the armory. My lord?

Théoden: Who am I Gamling?

Gamling: You are our King, sire.

Théoden: And do you trust your King?

Gamling: (Helping Théoden put on his armor) Your men, my lord, will follow you to whatever end.

Théoden: To whatever end. Where is the horse and the rider? Where is the horn that was blowing? They have passed like rain on the mountainside.

(The orc army is seen. In the armory a man is sharpening a sword. Men are being given spears. A boy is given a helmet that is far to large for him, another an ax.)

Théoden: Like wind in the meadows. The days have gone down in the west behind the hills into shadow.

(The orc army is marching as another boy takes a shield and armor)

Théoden: How did it come to this?

(That night, the soldiers are scurrying along the walls, barking orders, and getting ready for the coming attack. Aragorn sits on the steps inside, watching the bustling soldiers. He looks over seeing two boys looking at their weapons with wonder and fear.)

Aragorn: (to the boy) Give me your sword. (He walks over and gives it to him) What is your name?

Hallas: Hallas son of Háma, my lord. The men are saying we will not live out the night. They say that it is hopeless.

(Aragorn stands up, whips the sword around a few times, testing it.)

Aragorn: This is a good sword Hallas, son of Háma. There is always hope.

(Inside, Aragorn is putting on chain mail and all of his weapons. Legolas comes in and hands Aragorn his sword.)

Legolas: We have trusted you this far, you have not led us astray. Forgive me, I was wrong to despair.

Aragorn: (clasping hands with Legolas) Ú-moe edaved, Legolas. *There is nothing to forgive, Legolas*

(Gimli comes in trying to get his chain mail on.)

Gimli: By the time I get this atrocity…(It falls to the floor, about 6 inches too long for Gimli) It’s a little tight across the chest.

(A horn is heard.)

Legolas: That is no orc horn.

Soldier: Send for the King. Open the gates!

(The Elvish archers are coming up the causeway, Haldir leading. Théoden meets them.)

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, Legolas, and Gimli come out from the keep.)

Aragorn: Mae govannen, Haldir! *Welcome Haldir!*

(Haldir reaches out a hand for a handshake and Aragorn embraces him instead.)

Aragorn: You are most welcome.

(Legolas and Haldir embrace. All the elves turn to face them.)

Haldir: We are proud to fight along side men once more.

(They all wait for the orc army to arrive; they are all positioned along the wall. The orc army can be heard and seen from a distance.)

Gimli: (Helmet peeking above the wall. To Legolas) Ugh. You could have picked a better spot. (to Aragorn) Well lad, whatever luck you live by, let us hope it lasts the night.

(Lightning strikes)

Legolas: Your friends are with you Aragorn.

Gimli: Lets hope they last the night.

(Aragorn leaves and goes back to his post. It begins to rain. The orcs march on towards the wall. Women and children listen on in the caves.)

Aragorn: (To the elves) A Eruchîn, ú-dano i faelas a hyn an uben tanatha le faelas. *Show them no mercy for you shall receive none!*

(The orc captain yells out and the orcs come to a halt. Aragorn steps forward, as the women and children hold onto each other in the caves. An orc grunts, Gimli hops to try and see what is going on.)

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 orc captain yells out and the orcs begin to bang their spears against the ground in unison. Aragorn draws his sword. The orcs’ beat gets faster and faster. The archers draw their bows in wait. The women and children look around, frightened. One archer looses his bow accidentally, hitting an orc in the neck, killing him.)

Aragorn: Dartho! *HOLD*

(The orc grunts and falls forward, the orcs have become quiet, they watch him fall, and then they all scream in outrage. They charge.)

Théoden: So it begins.

Aragorn: Tangado a chadad! *Prepare to fire!*

(The Elves draw their bows.)

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 fire, a row of orcs goes down.)

Gimli: Did they hit anything?

Théoden: Give them a volley.

Gamling: Fire!

Eyeless Soldier: Fire!

(The men loose their arrows. More orcs fall.)

Aragorn: (To the elves on the ground behind the wall.) Hado ribed!*Hurl to flow!*

(All elves are now firing arrows, orcs fall, but more continue on towards the wall.)

Gimli: Send them to me, come on!

(Orcs with crossbows shoot back up at the archers, hitting elves and men. An elf falls off the wall into the orcs. More elves fall off the wall into the keep. Orcs come forward with ladders.)

Aragorn: Pendraith! *Ladders!*

Gimli: Good!

(Orcs are raising the ladders onto the walls, orcs atop them ready to pounce upon the elves and men.)

Aragorn: Swords! Swords!

(The elves draw their swords as the ladders hit the walls and the orcs spring into the soldiers. One comes flying towards Gimli who takes him down with his axe. Another orc gets off the ladder and hacks through several orcs, felling many of them, before Aragorn slays him with a stab through the belly. Haldir fights off many orcs, slitting the throat of one and running through another. An elf goes flying into the orcs below as Aragorn slices another. Gimli slides through one orc’s legs that’s attacking the elves and slices him down the middle. Aragorn fends off more orcs.)

Gimli: Legolas, two already!

Legolas: I’m on seventeen.

Gimli: Eh? I’ll have no pointy ear outscoring me.

(An orc comes over the wall on the top of a ladder, Gimli raises his axe and strikes the orc in the groin, the orc falls. Legolas lets off arrow after arrow.)

Legolas: 19!

(Gimli continues to hack away on orc after orc, turning from one to another, felling them with his axe. Legolas is shooting more orcs, causing them to fall back to the ground. Aragorn kills another orc, and then kicks one of the ladders back down onto the orcs below. The orcs continue to raise ladders onto the wall.)

__________

(Back to Fangorn forest, Treebeard steps away from the group and heads towards the hobbits.)

Pippin: Merry.

Treebeard: We have just agreed. (Treebeard pauses for a long time.)

Merry: Yes?

Treebeard: I have told your names to the Entmoot and we have agreed you are not orcs.

(The other Ents nod)

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. 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 hacking away at orcs coming up the ladders.)

Gimli: 17! 18! 19! 20! 21! 22! 23!

Aragorn: Na fennas! *Causeway!*

(The orcs are marching up the causeway, shields on top of them and shields in front of them protecting them from the arrows. Their sides are left open though and Aragorn directs the Elvish archers to shoot at their sides. Some of the orcs fall, but the rest continue on.)

Théoden: Is this is? Is this all you can conjure, Saruman?

(Orcs are carrying a large, round casket towards the base of the wall. They put it in the drain at the bottom of the wall. Two more orcs come in with another casket and place it on top of the other one. One large orc come running through the orcs with a large torch. Aragorn sees him and shouts to Legolas.)

Aragorn: Togo hon dad, Legolas!*Bring him down, Legolas!*

(Legolas shoots, hitting the orc in the shoulder. The orc continues running, unphased.)

Aragorn: Dago han! Dago han! *Kill him! Kill him!*

(Legolas shoots another arrow, hitting the orc in the other shoulder; the orc turns slightly, but continues on. He lands in the drain igniting the caskets and the wall explodes, leaving a gigantic gap in the wall. Men and wall debris go flying out into the orcs. Aragorn falls to the ground. The shaking is felt all the way in the caves with the women and children. As the debris falls it kills orcs as well as men and elves, falling in large chunks. Gimli falls as well, showered in rocks. Aragorn lies unconscious as the orcs rush in to Helm’s Deep. Water comes rushing out of the gap. The orcs continue up the causeway, almost to the door. Orcs still fall, but the others still persist on. They come through with the battering ram.)

Théoden: Brace the gate!

(Men run to the gate to brace it. The orcs are running towards the gate with the battering ram, they hit the gate and the men are pushed back from the gate. They return again to brace it. The men throw rocks and spears at the orcs. The orcs hit the gate again with the ram. Young boys are throwing rocks down to the orcs below who are battering the gate)

Théoden: Hold them. Stand firm!

(The orcs are rushing through the gap in the wall. Aragorn awakes along with Gimli, Gimli gets up.)

Gimli: Aragorn!

(Gimli jumps down from the wall onto the group of orcs leading the rush through the wall.)

Aragorn: Gimli!

(Gimli is fighting the orcs in the water, attacking several at a time. He is knocked down by one of the orcs and is immersed in the murky pool.)

Aragorn: Hado i philinn! *Hurl the arrows*

(The elves loose their arrows around Aragorn into the orcs.)

Aragorn: Herio! *Charge!*

(The elves with swords drawn charge with Aragorn leading towards the orcs. They clash. Aragorn knocks one of the orc’s weapons aside and slashes the orc. An elf is caught on one of the orcs spears as Aragorn slashes another one. Legolas, atop the wall, throws a shield down on the ground, then runs after it hopping on it and sliding down the stairs, shooting orcs on the way down. At the bottom of the steps he pushes the shield away from him and into an orc’s chest. As another orc approaches him he draws an arrow and stabs the orcs with it in the chest. Aragorn pulls Gimli out of the water, and away from the orcs.)

__________

(Treebeard comes to talk to the hobbits again.)

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 your part of this world! (Looking around at the other Ents) 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.

(Merry puts on his jacket dejectedly, getting ready to go.)

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 Tookborough and Buckland will burn. And, and all that was once great and good in this world will be gone. There won’t be a Shire, Pippin.

__________

(The orcs are still cascading through the wall in Helm’s Deep. Legolas draws his swords and hacks an orc down as Gimli takes yet another with his axe.)

Théoden: (From above) Aragorn! Fall back to the keep! Get your men out of there!

Aragorn: Nan barad! Nan barad! (Looking up to Haldir fighting on the wall.) Haldir! Nan barad!*To the keep! To the keep! Haldir! To the keep!*

(Aragorn turns to battle another orc, slicing it through the belly. He yells to all the men and elves. Haldir nods and calls to the elves to get to the keep. To elves carry Gimli away from the battle kicking and screaming.)

Gimli: What are you doing? Stop it!

(Haldir attacks an orc from behind him, as he kills the orc, another one strikes him on the left side. He kills that orc with a slice through the belly. He looks at his left arm almost in disbelief. He turns and another orc strikes him from behind in the back.)

Aragorn: Haldir!

(Haldir falls to his knees. Aragorn climbs the steps to the wall to get to Haldir. Aragorn comes up behind Haldir grabbing him. Haldir dies as soon as Aragorn grabs him, his head falls back into the crook of Aragorn’s elbow. Aragorn puts his had on his chest, then onto Haldir’s chest. As more orcs approach, he puts Haldir down and continues to fight with them. Aragorn goes over to a ladder and punches an orc off of the top of it. He then climbs onto it and pushes away from the wall, landing on a group of orcs. The orcs hit the gate again with the battering ram and break through the gate, throwing the men backwards. Orcs with crossbows shoot the men through the hole in the gate. Several men go down as more men return fire. A few of the orcs with crossbows go down, but are quickly replaced. Théoden draws his sword.)

Man: Brace the gate!

Théoden: To the gate. Draw your swords!

(Gamling and the other soldiers draw their swords and follow Théoden. Aragorn is climbing the stairs up to keep, fighting off the pursuing orcs. The orcs continue to spill through the gap in the wall, as archers on the Keep’s walls continue to fire volley after volley at them. Théoden is at the gate fighting off the orcs, they have come through the gate and are now engaged with the Rohirrim soldiers. Théoden is stabbed under the arm with an orc spear. He in turn spears that orc, and dislodges the spear from himself. Gamling take Théoden away from the scene as more soldiers rush in to fight the oncoming orcs. Théoden rests against a wall just outside of the main battle at the gate.)

Gamling: We can’t hold much longer.

(Men at the gate continue to try and keep the orcs from coming through the gate. Aragorn appears, puts a hand on Théoden’s shoulder and gives him a reassuring look, then goes to join in the fight to keep the orcs out.)

Théoden: Hold them!

Aragorn: How long do you need?

(Théoden takes his sword back from Gamling)

Théoden: As long as you can give me.

Aragorn: (Nods and grabs Gimli) Gimli!

(Aragorn pushes Gimli away from the fight into a doorway)

Théoden: Timbers! Brace the Gate!

(Aragorn appears through a door on the side of the keep, next to the gate. Aragorn and Gimli creep their way towards the Orcs.)

Gimli: (looking at the orcs) Oh, come on, we can take ‘em!

Aragorn: It’s a long way.

Gimli: (looking at the distance) Toss me.

Aragorn: What?

Gimli: I cannot jump the distance, you have to toss me.

(Aragorn nods.)

Gimli: Ay. Don’t tell the elf.

Aragorn: Not a word.

(Aragorn grabs Gimli and tosses him over to the causeway, then leaps himself. Many of the orcs fall as Gimli and Aragorn fight them off in front of the gate.)

Théoden: Shore up the door!

Gamling: (coming with a large timber) Make way!

Soldier: All men to the Barricade!

(The orcs are loading up a large crossbow with a grappling hook.)

Soldier: Another one over here!

Théoden: Higher!

(Aragorn and Gimli continue to fight the orcs on the causeway as Théoden directs the barricading of the door. The orcs fire the bow and it shoots up to the inside wall, hooking on the ledge. They shoot another one, hooking that one onto the wall. Some orcs pull on the ropes attached to the hooks as others climb onto the ladders that are being raised by those pulling on the ropes. The larger ladders hit the wall and hook onto it as the first orcs spill off of them. Legolas draws his bow and shoots, splitting of the ropes raising the ladders. The ladder falls back into the orcs below as the orcs scream. The men continue to reinforce the door. Aragorn and Gimli continue to fight off the orcs on the causeway. Aragorn slices an orc through the chest as Gimli gets one in the belly.)

Théoden: (through the small hole left in the wall) Gimli! Aragorn! Get out of there!

(Aragorn looks up at Théoden as Gimli is grabbed from behind by one of the Uruks. Théoden puts up the last board for the gate. Aragorn has also been grabbed from behind by an Uruk.)

Legolas: Aragorn!

(Legolas throws a rope down to them was Aragorn elbows the Uruk. Aragorn grabs the rope and Gimli and jumps away from the Orcs on the causeway. Legolas begins to pull them up. The orcs shoot another grappling hook, piercing an elf. Aragorn and Gimli have reached the top and Legolas grabs Aragorn’s arm to pull him up. A man fights an orc, hitting it with his ax. The orc growls and throws the man against the wall, then punches him in the face.)

Théoden: (to Gamling) Pull everybody back. Pull them back!

Gamling: Fall back! Fall back!

(The orcs break through the gate again and rush into the Keep.)

Gamling: They have broken through, the castle is free. Retreat! Retreat!

(Legolas retreats, shooting back at oncoming orcs.)

Aragorn: Hurry! Inside! Get them inside!

Gamling: To the keep!

__________

(Merry and Pippin are once again on top of Treebeard walking through Fangorn.)

Treebeard: I will leave you at the western boarders 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: Hm. That doesn’t make sense to me, but then, you are very small. Perhaps you’re right. South it is then. Hold on little Shirelings. (turning around) I always like going south, somehow it feels like going down hill.

Merry: (to Pippin) Are you mad? We’ll be caught!

Pippin: (shakes his head) No we won’t. Not this time.

__________

(Frodo, Sam, Gollum, Faramir and his soldiers are climbing the hills, they come upon Osgiliath in the distance.)

Soldier: Look, Osgiliath burns.

Faramir: (whispers) Mordor has come.

Frodo: The ring will not save Gondor. It has only the power to destroy. Please, let me go.

Faramir: (to the soldiers) Hurry!

Frodo: (being led away) Faramir! You must let me go!

__________

(Treebeard and the hobbits are nearing the edge of the forest.)

Treebeard: And a little family of field mice that climb up sometimes and they tickle me awfully. Always trying to get somewhere where they…Oh.

(He looks around at the tree stumps surrounding them at the edge of the forest.)

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. (looking down to Isengard in the distance.) Saruman. A wizard should know better.

(Treebeard calls to the other Ents.)

Treebeard: There is no curse in Elvish, Entish, or the tongues of men for this treachery. My business is with Isengard tonight. With a rock and stone.

(The Ent speech can be heard as the other Ents exit the forest around them. The Ents begin to march towards Isengard.)

Merry: Yes.

Treebeard: Hum-a-rum. Come my friends, the Ents are going to war. It is likely that we go to our doom. Last march of the Ents.

__________

(Gollum is being led through Osgiliath along with Frodo and Sam. Large boulders are being launched into the city as the soldiers and the captives scurry through the open areas. Gondorian archers shoot arrows at the attackers, Mount Doom can be seen in the back.)

Soldier: Faramir. Orcs have taken the eastern shore. Their numbers are too great. By nightfall we will be overrun.

(Frodo looks a bit weary.)

Sam: Mr. Frodo.

Frodo: It’s calling to him Sam. His eye is almost on me.

Sam: (in a garbled voice) Hold on Mr. Frodo. It’ll be all right.

(Sam’s voice fades out along with everything else as Frodo is surrounded in silence)

Faramir: Take them to my father. Tell him, Faramir sends a mighty gift. A weapon that will change our fortunes in this war.

(Faramir begins to walk away.)

Sam: Do you want to know what happened to Boromir? You wanna 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.

Man: Watch out!

(A boulder goes flying into a tower above the group. Frodo begins to go into his trance-like state)

Sam: Mr. Frodo?

Frodo: They’re here. They’ve come.

(A Nazgûl screeches.)

Faramir: Nazgûl!

(A winged Nazgûl flies over Osgiliath. Faramir grabs Frodo and Sam follows as the men scatter. Gollum cries. Faramir puts Frodo against a wall.)

Faramir: Stay here. Keep out of sight. (to his men) Take cover!

(The Nazgûl flies over them, Faramir ducks.)

__________

(At Helm’s Deep the orcs have taken the keep and have raised flags with the white hand of Saruman. The orcs are using the battering ram on the door to the main hall. Men inside are barricading and reinforcing the door.)

Théoden: The fortress is taken. It is over.

Aragorn: (Running to get more reinforcement for the door) You said this fortress would never fall while your men defend it. They sealed it, they have died defending it.

(The women in the caves can hear the commotion above.)

Woman: Their breaking in!

Another woman: They’re at the door!

(The women weep on each others shoulders. Children cry.)

Aragorn: Is there no other way for the women and children to get out of the caves? (No answer from Théoden or Gamling) Is there no other way?

Gamling: There is one passage it leads into the mountains, but they will not get far, the Uruk-Hai are too many.

Aragorn: (to Gamling) Send word for 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.

Gandalf: (voiceover) 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 one last time.

Gimli: Yes.

(Gimli runs off. The orcs are breaking through the doors with the battering ram.)

Théoden: Let this be the hour when we draw swords together.

(Gimli has reached the top of the stairs to the horn)

Théoden: Fell deeds awake. Now for wrath, now for ruin, and the red dawn!

(Théoden puts on his helmet as Gimli sounds the horn. The Uruks completely knock down the door.)

Théoden: For Théodener!

Soldier: Ford Eorlingas! *Forth Eorlingas!*

(They ride forward through the Orcs, slashing them as he goes. They ride down the causeway. Legolas stabs the orcs around him as Aragorn slashes them. Aragorn looks up and sees at the top of the hill, Gandalf the White. His horse rears.)

Aragorn: (whispers) Gandalf.

(Everyone on the battlefield, men and orcs stop to look up at Gandalf at the top of the hill.)

Gandalf: Théoden King stands alone.

Éomer: (Coming up beside Gandalf.) Not alone. (Draws his sword) Rohirrim!

Théoden: Éomer.

Éomer: To the King!

Men: (Shouting) To the King!

(The Rohirrim and Gandalf charge down the hill towards the battle scene. The orcs go towards them and form a line. They put their spears down towards them, growling and shouting. The light from Gandalf blinds the Uruks as they near and the Uruks raise their spears to shield their eyes. The men ride through the orcs, beating them down easily. Éomer strikes one with his sword as Gandalf hits another with his staff.)

__________

(The Ents are in Isengard, some are throwing boulders down onto the orcs. Another steps on a few of them. One kicks an orc as another picks up and orc and uses the orc as a weapon, swinging it back and forth into the orcs. Orcs have wrapped a rope around one Ent and pull it down to the ground. The orcs jump on top of it and start hacking at it. Treebeard picks up a boulder and lobs it at the orcs attacking the fallen Ent. Merry and Pippin throw stones from atop Treebeard at the orcs.)

Pippin: Yes!

(Treebeard smashes another orc with his foot. Saruman comes out of his tower to see the commotion. Pippin throws a rock, hitting an orc, sending it falling back into the pit.)

Treebeard: Oh, a hit. A fine hit.

(Merry throws a rock and hits an orc, felling him.)

Treebeard: Ah!

(Two Ents turn over an orc watchtower into one of the pits, the orcs scream as they fall. Another Ent hits two orcs together. Orcs with bows shoot flaming arrows at an Ent, setting it on fire. The Ent screams. Saruman surveys the scene worriedly as the Ents continue to battle the orcs.)

Treebeard: Break the dam! Release the River!

(The Ents break the braces holding the dam and it begins to break. Water comes rushing through the dam. Orcs that were perched on top of the dam fall into the water as the dam falls. The water rushes down the hillside towards Isengard.)

Merry: Pippin! Hold on!

Treebeard: Hold on, little hobbits!

(The Ents brace themselves against the rushing water. The Ent that was set on fire runs into the water, dousing his head. The orcs flood into the pits, jumping off the edge as the water fills into the pits below Isengard. Steam rushes up from the pits as the water fills them.)

__________

(In Osgiliath Frodo begins to walk away from the wall in a trance.)

Sam: What are you doing? Where are you going?!?

(Frodo walks out onto a bridge as the Winged Nazgûl flies up just in front of him. Frodo takes the ring, still on the chain around his neck and seems to offer it to the Nazgûl. Faramir watches, as the Ringwraith gets closer. Sam runs out to him and knocks Frodo down just as Frodo tries to put on the ring. Faramir shoots the flying beast in the neck with an arrow. The beast rears up and screeches as Sam and Frodo tumble down some stairs. Frodo turns Sam over and draws his sword, putting it at Sam’s neck. Sam is crying)

Sam: It’s me. It’s your Sam. Don’t you know your Sam?

(Frodo puts it harder against Sam’s neck, and then in realization releases Sam. He leans against the wall behind him and lets go of the sword. It clangs to the ground. Sam starts to get up.)

Frodo: I can’t do this Sam.

Sam: (crying) I know. It’s all wrong. By rights we shouldn’t even be here, but we are. 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. (Scene goes to Gandalf and the Rohirrim fighting the Uruks as the Uruks flee) How could the world go back to the way it was when so much bad happened?

Théoden: Victory! We have victory!

Sam: (voiceover) But in the end, it’s only a passing thing. This shadow, even darkness must pass.

(Aragorn goes up to Éowyn, who puts her hands on his face and then hugs him, tears running down her cheeks. The last of the orcs are washed away at Isengard with the flood from the dam, Saruman retreats back inside Orthanc.)

Sam: A new day will come, and when the sun shines it’ll shine out the clearer. Those are 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, folk in those stories had lots of chances of turning back only they didn’t. They kept going, because they were holding onto something.

Frodo: What are we holding onto, Sam?

(Sam goes over and gets Frodo up)

Sam: That there’s some good in this world, Mr. Frodo, and it’s worth fighting for.

(Gollum looks on at the two. Faramir approaches them, kneeling in front of Frodo.)

Faramir: I think at last, we understand one another, Frodo Baggins.

Soldier: You know the laws of our country, the laws of your father. If you let them go, you life will be forfeit.

Faramir: Then it is forfeit. Release them.

(Sam pushes a soldier’s hand off of his shoulder.)

__________

(Éomer, Théoden, Gandalf, Legolas, Gimli, and Aragorn ride together away from Helm’s Deep in view of Mordor.)

Gandalf: Sauron’s wrath will be terrible, his retribution swift. The battle for Helm’s Deep is over, the battle for Middle Earth is about to begin. All our hopes now lie with two little hobbits. (Frodo, Sam, and Gollum are walking through a forest.) Somewhere in the woodlands.

__________

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: Huh. You’ve left out one of the chief characters, Samwise the Brave. I want to hear more about Sam. Frodo wouldn’t have got far without Sam.

Sam: Now Mr. Frodo, you shouldn’t make fun, I was being serious.

Frodo: So was I.

(Frodo walks away.)

Sam: Samwise the Brave.

Frodo: Sméagol?

Sam: We’re not gonna wait for you, come on.

(Gollum is crawling through the woods, Sméagol is crying.)

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, tricksey, 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, make him crawl.

Sméagol: Yes. Yes, yes, yes, yes.

Gollum: Kill them both.

Sméagol: Yes! No, no. It’s too risky, it’s too risky.

Sam: Hey, where’s 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 their dead.

Sméagol: Once their dead. Shhh. (comes out from behind the trees.) Come on, hobbits, long ways to go yet. Sméagol will show you the way.

Gollum: Follow me.

(Scene goes to Mordor and Mount Doom fades out to black)

END CREDITS