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User:Amroth/Screenplays/Peter Jackson's The Return of the King/Test3

                                      Final Revision - October, 2003 76,
CONTINUED: ( 2 )


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

                       THEODEN
            Ride! Ride now, for Gondor!

EXT. DUNHARROW VALLEY - DAWN

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

EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

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

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

INT. PATHS OF THE DEAD CAVERN - DAY

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

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

 A GHOSTLY FIGURE step from the ROCK WALLS!

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

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

                      KING OF THE DEAD
            Who enters my domain?

ARAGORN moves forward ... unflinching . . .

                                                       (CONTINUED)

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                        ARAGORN
             One who will have your allegiance.

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

                        ARAGORN
             You will suffer me!

The KING OF THE DEAD's'MALEVOLENT LAUGH echoes through the
CVS...
 AE

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

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

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

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

                         KING OF THE DEAD ,-
                                                            '"
                  (chilling)
             The way is shut . . .

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

                         KING OF THE DEAD (cont'd)
             It was made by those who are Dead and the
             Dead keep it . . .

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

                        KING OF THE DEAD (cont'd)
               The way is shut. Now, you must die.

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


                                                         (CONTINUED)

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CONTINUED: ( 2 )


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

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

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

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

QUICK BEAT: ARAGORN RAISES ANDURIL . . .

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

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

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



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

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

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

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

                     ARAGORN
           It has been remade!

SILENCE.

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

                                                      (CONTINUED)

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                       ARAGORN (cont'd)
            Fight for us and regain your honour!

GHOSTLY FACES stare hollow-eyed at ARAGORN ...

                        ARAGORN (cont'd)
                 (yelling)
            What say you?

SILENCE.

                       ARAGORN (cont'd)
            What say you? , .

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

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

EXT. PELENNOR FIELD/MINAS TIRITH - DAY

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

EXT. MINAS TIRITH GATES - DAY

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

                        GATE GUARD
                 (yelling)
            Open the gate! Quick!

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




                                                       (CONTINUED)

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                         IORLAS
                  (shocked)
             Lord Faramir!

EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

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

INT. MINAS TIRITH, COURT OF THE KINGS - DAY

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

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

                          DENETHOR
             Faramir!

DENETHOR bends to the STRETCHER bearing his SON.

                        DENETHOR (cont'd)
                  (whisper)
             Say not that he has fallen . . .

                        IORLAS
             They were outnumbered, none survived.

CLOSE ON: PIPPIN, devastated . . .

EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

GOTHMOG turns to his LIEUTENANTS ...

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

                          LIEUTENANT
             Catapults!

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

                                     Final Revision - October, 2003 81,



EXT. MINAS TIRITH STREETS - DAY

The ORC CATAPULTS do not fire rocks ...

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

EXT. MINAS TIRITH COURT OF THE KINGS - DAY

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

                      DENETHOR
           My son is dead. My line is ended.

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

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

                      DENETHOR
           The House of Stewards has failed! . . .

                      PIPPIN
                (urgently)  ;
           He needs medicine, my Lord!

                     DENETHOR
          My line has ended.

                     PIPPIN
               (urgently)
          My Lord!

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

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

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



                                                      (CONTINUED)

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

CLOSE ON: TROLLS load the CATAPULTS with ROCKS.

BATTERING RAMS and SIEGE TOWERS are hauled on CHAINS.
Thousands of flickering TORCHES give the army the look of a
moving city in the MURKY MORDOR TWILIGHT.

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

                        DENETHOR
                  (rasping whisper)
             Rohan has deserted us!

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

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

                       DENETHOR (cont'd)
             Theoden's betrayed me!

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

CONFUSION and PANIC spreads amongst the SOLDIERS.

                        DENETHOR (cont'd)
                  (panicked scream)
             Abandon your posts!

CLOSE ON: PIPPIN, SHOCKED.

                       DENETHOR (cont'd)

             Flee! Flee for your lives!

SUDDENLY: THWACK!

GANDALF'S STAFF smashes into the back of DENETHOR'S HEAD!
GANDALF grimly swings his staff again, CLUBBING DENETHOR to
the GROUND!


                                                       (CONTINUED)

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CONTINUED: ( 2 )


ANGLE ON: GANDALF spins around and ADDRESSES the SOLDIERS:

                            GANDALF
                     (yell)
                Prepare for battle!!

EXT. MINAS TIRITH STREETS - DAY

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

                           GANDALF
                     (yelling)
                Return to your posts!

                                                                 .. .. ' CUT TO:

EXT. MINAS TIRITH BATTLEMENTS - DAY

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

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

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

EXT. MINAS TIRITH - DAY

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

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

CRUNCH!! BOULDERS flatten ORCS. THWAT!! 100 more ROCKS . . .
THWAT!! another 1 0 0 ! ! The ORC FRONT RANKS are in disarray!

EXT. PELENNOR FIELDS /MINAS TIRITH - DAY '
                                                                           .

A s t h e G R E A T B O U LD E R S l a n d a m o ng t h em ^ t he O R C s t a rt t o P A N IC !


                                                                               (CONTINUED)

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CONTINUED:


                        GOTHMOG
             Stay where you are!

                                                      INTERCUT WITH:

EXT. MINAS TIRITH BATTLEMENTS - DAY

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

                                                      INTERCUT WITH:

EXT. PELENNOR FIELDS/MINAS TIRITH - DAY

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

                                                             CUT TO:

EXT. MINAS TIRITH BATTLEMENTS - DAY

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

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

CLOSE ON: PIPPIN COWERING . . .

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

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

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


                                                         (CONTINUED)

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CONTINUED:


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

                       GANDALF (cont'd)
             Not at the towers! Aim for the trolls! Kill
             the trolls! Bring them down!

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

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

                        GANDALF (cont'd)
             Peregrin Took - go .back to the citadel!

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

PIPPIN looks on stunned, as a HUGE ORC leaps towards him . . .
GANDALF intercepts the BEAST, striking him with his STAFF ...

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

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

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

                       GANDALF (cont'd)
             Guard of the Citadel, indeed! Now, back up
             the hill - quickly! Quickly!

                                                             "CUT TO:

EXT. PELENNOR FIELDS - DUSK

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

                                                          (CONTINUED)

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CONTINUED:


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

                        ORCS
             Grond! Grond! Grond!

EXT. MINAS TIRITH BATTLEMENTS - DUSK

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

                                                              CUT TO:

EXT. PASS OF CIRITH UNGOL, TUNNEL MOUTH - DAY

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

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

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

                        FRODO
                  (exhausted)
             What is this place?

                        GOLLUM
             Master must go inside the tunnel.

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

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

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

FRODO stares into the darkness . . .


                                                        (C ON T IN U ED )

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CONTINUED:


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

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

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

INT. SHELOB'S TUNNEL - DAY

FRODO nearly GAGS

                     FRODO
          What's that smell?

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

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

                     GOLLUM O.S..
               (disembodied)
          Hurry!

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

                     GOLLUM O.S.(cont'd)
               (disembodied)  ;·
                                                          ··
                                                           ·
          This way.

FRODO cannot see GOLLUM in the MURKY TUNNEL . . .

                        FRODO
             Smeagol!

                     GOLLUM O.S.
               (disembodied)
          Over here.



                                                       (CONTINUED)

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CONTINUED:


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

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

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

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

FRODO FREEZES!

                        FRODO
                  (nervous)
             Smeagol! Smeagol!

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

                        FRODO (cont'd)
                  (panicked)
             Smeagol!

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

                         FRODO (cont'd)
                  (whisper)
             Sm. . .
              a

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

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

FRODO begins to run in BLIND PANIC ...

                                                               CUT TO:

                                      Final Revision - October, 2003 89.



EXT. CIRITH UNGOL STAIRS - DAY

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

CLOSE ON: SAM'S FOOT slips . . .

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

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

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

CLOSE ON: A package of LEMBAS BREAD . . .

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

                                                           CUT TO:

INT. SHELOB'S TUNNEL - DAY

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

                     GALADRIEL V/0
           I give you the light of Earendil - our most
           beloved star. May it be a light for you in
           dark places when all other lights go out.

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

                      FRODO
                (stronger)
           Aiya Earendil Elenion Ancalima!

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



                                                       (CONTINUED)

                                   Final Revision - October, 2003 90.
CONTINUED:


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

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

SHELOB beats the air with her FORELEGS.

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

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

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

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

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

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

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

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

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

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



                                                      (CONTINUED)

                                    Final Revision - October, 2003 91.
CONTINUED: ( 2 )


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

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

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

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

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

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

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

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

EXT. PASS OF CIRITH UNGOL - DAY

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

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

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

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

                                                      (CONTINUED)

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CONTINUED:


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

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

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

                        SMEAGOL (cont'd)
             Smeagol promised. You must believe us. It
             was the Precious - the Precious made us to
             do it.

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

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

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

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

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

EXT. PASS OF CIRITH UNGOL - NIGHT

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

                         FRODO
             I'm so sorry, Sam . . .

FRODO falls t o his knees --



                                                        (CONTINUED)

                                         Final Revision - October, 2003 93
CONTINUED:


                        FRODO (cont'd)
             . . . so sorry ...

EXT. FRODO'S DREAM, LOTHLORIEN - DAY

CLOSE ON: FRODO lands on SOFT GREEN GRASS.

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



HAZY IMAGE: GALADRIEL walking towards him, BARE-FOOT on the
GR SS . . .
  A

                       GALADRIEL V/0
             This task was appointed to you, Frodo of
             the Shire. If you do not find a way ... no-
             one will.

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

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

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

                                                             CUT TO:

EXT. MINAS TIRITH STREETS - NIGHT

ANGLES ON: FLAMING MISSILES rain down on the CITY!

A DEEP BOOM!

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

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

                        GANDALF
             To the Gates! Man the Gates!

                                                             CUT TO:

                                     Final Revision - October, 2003 94



EXT. MINAS TIRITH, COURT OF THE KINGS - NIGHT

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

INT. MINAS TIRITH, STEWARD'S TOMB - NIGHT

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

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

DENETHOR speaks in a HUSHED VOICE . . .

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

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

DENETHOR turns to his SERVANTS.

                       DENETHOR (cont'd)
           Bring wood and oil . . .

                                                         CUT TO:

EXT. MINAS TIRITH GATES - NIGHT

BOOOMM The GATE SPLINTERS under GROND'S mighty weight . . .
Behind the GATES the GONDORIAN FOOT SOLDIERS are FEARFUL ...

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



                                                     (CONTINUED)

                                      Final Revision - October, 2003 95.
CONTINUED:


                        GANDALF
                  (commanding)
             Steady! Steady!

SUDDENLY the FEARSOME HEAD protrudes into the MINAS TIRITH!

                       GANDALF (cont'd)
             You are soldiers of Gondor! No matter what
             comes through that gate you will stand your
             ground!

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

                        GANDALF (cont'd)
                  (yelling)
             Fire!

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

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

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

                                                           CUT TO:

EXT. PASS OF CIRITH UNGOL - DAY

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

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

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


                                                      (CONTINUED)

                                    Final Revision - October, 2003 96.
CONTINUED:


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

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

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

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

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

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

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

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

                      SAM
           Let him go, you filth!

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

                     SAM (cont'd)
          You will not touch him again!

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


                     SAM (cont'd)
          Come on and finish it!

SAM SWINGS the small sword . . . SLASHING upward!



                                                     (CONTINUED)

                                      Final Revision - October, 2003 97
CONTINUED: (2)


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

SAM ducks inside the arch of her LEGS and STABS STING into
one of her EYE CLUSTERS!

CLOSE ON: SHELOB SCREAMS, her MANDIBLES thrashing wildly,
GREEN OOZE trickling from her WOUNDED EYE.

With HIND LEGS, SHELOB picks SAM off the ground and TOSSES
him BACKWARDS! SAM lands heavily . . . and SHELOB POUNCES!

ANGLE ON: SHELOB heaves the great bag of her BELLY high above
SAM'S HEAD. As she splays her legs to drive her huge bulk
down on him, SAM lifts the ELVEN BLADE above his head,
holding it with TWO HANDS.

STING slides into SHELOB'S SOFT UNDERBELLY! A SHUDDER runs
through her! HEAVING up. again, she wrenches herself away from
the PAIN ... her LIMBS writhing beneath her.

ANGLE ON: JERKING and QUIVERING, SHELOB crawls to her HOLE,
leaving a trail of GREEN-YELLOW SLIME. She SQUEEZES down the
HOLE and DISAPPEARS ... the SOUND of her BUBBLING MISERY
fades. .  :

ANGLE ON: SAM RACES TO FRODO . . .

                       SAM (cont'd)
                (worried)
           Mr Frodo! .

CLOSE ON: SAM RIPS COBWEBS away from FRODO'S HEAD . . . his
FACE is DEATHLY PALE.

                      SAM (cont'd)
                (panicking)
           Oh no! Frodo!

CLOSE ON: FRODO'S PALE, LIFELESS FACE.

                      SAM (cont'd)
           Mr Frodo! Wake up!

FRODO'S head LOLLS LIFELESSLY in SAM'S ARMS.

                                                       (CONTINUED)

                                      Final Revision - October, 2003 98.
CONTINUED: ( 3 )


                      SAM (cont'd)
                (desperate whisper)
           Wake up . . . don't leave me here alone.
           Don't go where I can't follow. Wake up!

CLOSE ON: FRODO STARING, UNMOVING.

                       SAM (cont'd)
                (numbly)
           Not asleep ... Dead.

SAM lays his FACE on FRODO'S CHEST . . . WEEPING SOFTLY.

CLOSE ON: STING'S BLADE GLOWS BLUE!

SOUNDTRACK: TRAMPING FEET approach . . . CLINKING METAL . . .
HARSH SHOUTS!

CLOSE ON: SAM looks up . . . looks back down FRODO.

CLOSE ON: SAM looks up at the ORC TOWER and then at STING
which is glowing BLUE! ORCS approach - SAM must make a
decision.

ANGLE ON: A SMALL PARTY of ORCS and URUK-HAI heading down the
STAIRS from the WATCH TOWER! . . . SHAGRAT leads the URUK-HAI,
and GORBAG leads the ORCS.

GORBAG spies FRODO'S BODY . . .

                      GORBAG
           What's this? Looks like Old Shelob's been
           having a bit of fun!

                      SHAGRAT
           Killed another one, has she?

ANGLE ON: GORBAG peer curiously at FRODO as he leans down and
pokes at FRODO'S LIFELESS BODY.

                      GORBAG
           No . . . this fellow ain't dead.

CLOSE ON: SAM, hidden:in a rock crevice, as SHOCK sweeps
across his FACE!
                        ,. (CONTINUED)

                                     Final Revision - October, 2003 99.
CONTINUED: ( 4 )


                       SAM
                 (to himself)
            Not dead!

                       GORBAG
                 (excited).
            She jabs them with her stinger and they go
            as limp as a boned fish. Then she has her
            way with them. That's how she likes to feed
            - fresh blood.
                 (yelling)
            Get him to the Tower!

                       SAM
            Samwise, you fool!

ANGLE ON: The ORCS GRUNT as they lift FRODO . . . and CARRY him
back towards the WATCH TOWER.

                       ORC 2
            This fellow will be awake in a few hours.

                       GORBAG
            Then he'll wish he'd never been born.

ORC LAUGHTER . . . FRODO is carried up the steep STAIRS .;.. .

                                                            CUT TO:

INT. MINAS TIRITH/STEWARD'S TOMB - NIGHT

FROM the SHADOWS PIPPIN watches, aghast, as FARAMIR is lain
on a FUNERAL PYRE . . .

CLOSE ON: DENETHOR kisses FARAMIR'S sweating, FEVERED brow.

                      DENETHOR
           The house of his spirit crumbles! He is
           burning ... already burning. 7

ANGLE ON: BUNDLES of DRIED FIREWOOD are being stacked around
FARAMIR'S BODY.

ANGLE ON: PIPPIN, rushes forward, desperately PULLING the
FIREWOOD AWAY!
                                                        (CONTINUED)

                                        Final Revision - October, 2003 100,
CONTINUED:


                         PIPPIN
                  (yelling)
             He's not dead! He's not dead!

DENETHOR grabs PIPPIN by the collar! He roughly carries him
towards the door.

                        PIPPIN (cont'd)
             No! No! No! He's not dead. No!

                         DENETHOR
                  (menacing)
             Farewell Peregrin, son of Paladin . . . I
             release you from my service ...

DENETHOR throws PIPPIN outside!

                        DENETHOR (cont'd)
             Go now and die in what way seems best to
             you.

DENETHOR SLAMS the DOOR SHUT!

                         DENETHOR O.S
                  (ordering)
             Pour oil on the wood!

                                                              CUT TO:

EXT. MINAS TIRITH STREETS - NIGHT

ANGLE ON: PIPPIN RACES down the STEEP STREETS . . . passing
SOLDIERS running back from the BURNING CITY. GREAT BALLS of
FIRE are hurtling through the air . . . The city is in CHAOS.

                         PIPPIN
                  (yelling)
             Gandalf? ... Gandalf?

AMIDST the FLEEING SOLDIERS ...

                        GANDALF
             Pull back - to the second level! Hurry! Get
             the women and children out of here - get
             them out!
                                                          (CONTINUED)

                                    Final Revision - October, 2003 101.
CONTINUED:


PIPPIN desperately pushes against the TIDE of SOLDIERS
retreating from the FIGHTING.

                                                   INTERCUT WITH:

EXT. PELENNOR FIELDS - NIGHT

GOTHMOG turns to his SECOND LIEUTENANT ...

                        GOTHMOG
             Move into the city ... Kill all in your
             path.

                                                   INTERCUT WITH:

EXT. MINAS TIRITH STREETS

As ORC run through the STREETS, MEN, WOMEN, and CHILDREN flee
. . . The PITCHED BATTLE continues . . .

                        GANDALF
             Fight! Fight for your lives!

SUDDENLY! in the midst of the BATTLE, GANDALF turns . . .
SHRILL and CLEAR come the sounds of DISTANT HORNS! Off the
SIDE of MOUNT MILLDOLLUIN, they dimly ECHO - WAR HORNS of the
west ... ROHAN HAS COME!

                                                             CUT TO:

EXT. PELENNOR FIELDS - DAWN

GOTHMOG turns at the sound of the DISTANT HORNS . . .  :


WIDE ON: 6000 HORSEMEN, lead by THEODEN and EOMER, step up to
the SKYLINE . . .

ANGLE ON: MINAS TIRITH lies less than a MILE AWAY, down a
gentle slope. Over 50,000 ORCS are swarming around the base
of the city . . . thick BLACK SMOKE belches from within it.

CLOSE ON: MERRY BLANCHES with FEAR . . . EOWYN puts a
comforting hand on his shoulder.



                                                        (CONTINUED)

                                     Final Revision - October, 2003 102,
CONTINUED:


                        EOWYN
                  (whisper)
             Courage, Merry ... courage for our friends


Ont he BATTLE FIELD GOTHMOG walks among his troops ...

                       GOTHMOG
             Form ranks you maggots! Form ranks! Pikes
             in front, lances behind.

The ORCS PREPARE for BATTLE.

ANGLE ON: THEODEN gallops in front of his ARMY, ISSUING
URGENT ORDERS to his CAPTAINS:

                        THEODEN
                  (urgent yells)
             Eomer! Take your Eored down the left flank
             . . . Gamling! Follow the King's banner down
             the centre. Grimbold, take your company
             right after we pass the wall. Forth and
             fear no darkness!

CLOSE ON: THEODEN rides to the front of his ARMY. He rises in
his stirrups, TALL and PROUD, yelling in a clear, LOUD VOICE


                        THEODEN (cont'd)
                  (stirring call)
             Arise, arise, Riders of Theoden! Spears
             shall be shaken, shields shall be
             splintered . . . a sword day, a red day ^ere
             the sun rises!

ANGLE ON: A RAY of SUNLIGHT escapes through the BLACK CLOUDS,
bathing the ROHIRRIM in GOLDEN LIGHT. WEAPONS and ARMOUR
GLEAMS . . . as 6000 HORSEMEN hold their SPEARS aloft!

Below, on PELENNOR FIELD, the ORC kneel and raise their
LANCES in READINESS ...

ANGLE ON: EOWYN, her arm around MERRY before her . . .



                                                         (CONTINUED)

                                            Final Revision - October, 2003 103,
CONTINUED: ( 2 )


                         EOWYN
                   (terrified)
              Whatever happens, stay with me. I'll look
              after you.

MERRY looks on in SHOCK ...

ANGLE ON: As THEODEN rides past the ranks of SOLDIERS he runs
his LANCE along their SPEARS ... The noise echoes through the
RANKS as the WEAPONS of other RIDERS CLATTER in response ...

                         THEODEN
                   (stirring call)
              Ride now, ride now, ride, ride for ruin and
              the world's ending!

T H EO DE N f ac es hi s E NE MY !

                             THE ODEN ( cont'd )
              Death!

                         ROHIRRIM
                   (6000 voices)
              Death! ... ..

CLOSE ON: MERRY is swept up in the emotion . .. he whips out
his LITTLE SWORD!

                             THEODEN
              Death!

                             MERRY
              Death!

                             EOWYN
              Death!

                         THEODEN
                   (yelling)
              Death! Forth Eorlingas!

ALL the HORNS of the ROHIRRIM burst BLAST upon BLAST!




                                                              (CONTINUED)

                                     Final Revision - October, 2003 104
CONTINUED: ( 3 )


ANGLE ON: The 6000 ROHIRRIM move off, a great WALL of HORSES
and SPEAR POINTS, building up to a GALLOP like a rising tide,
as they CHARGE TOWARDS THE 50,000 ORCS!

ANGLE ON: MERRY, wind blowing his hair, EOWYN'S ARM around
his chest . . . as he YELLS at the top of his lungs !

ANGLE ON: GOTHMOG marshalling his troops.

                        GOTHMOG
             Fire!

The first VOLLEY of ARROWS hit the ROHAN SOLDIERS . . . The
charge continues . . .

                        THEODEN
             Charge !

The second VOLLEY . . . GOTHMOG watches in HORRIFIED AWE as the
ROHAN ADVANCE CONTINUES . . . SUDDEN FEAR runs through the ORC
and URUK-HAI assembled on PELENNOR FIELD . . . The ROHAN charge
like MEN POSSESSED!

ANGLE ON: The WALL o f ROHIRRIM HORSES and SPEARS is seemingly
unstoppable! Entire ORC COMPANIES vanish under their hooves,
like sand beneath a foaming breaker, as they RACE towards the
MAIN BODY of the ORC ARMY!

ANGLES ON: ORC ARCHERS fire into the thundering ROHIRRIM . . .
ORC SPEARS LOWER . . . then SUDDENLY the ROHIRRIM crash into
the ORCS a nd the screen is FILLED with hacking, SLASHING
SWORDS and CLASHING SHIELDS . . .

... A JAW-DROPPING SIGHT!

EXT. MINAS TIRITH STREETS - DAWN

ANGLE ON: PIPPIN rushes towards GANDALF, dodging FLAMING
DEBRIS.

                        PIPPIN
                  (panicked yell)
             Gandalf!

GANDALF wheels around on SHADOWFAX . . .
                                                       (CONTINUED)

                                   Final Revision - October, 2003 105.
CONTINUED: ( 4 )


                       PIPPIN (cont'd)
                 (breathless)
            Denethor has lost his mind! He's burning
            Faramir alive!

GANDALF pulls PIPPIN onto SHADOWFAX.

                       GANDALF
            Come! Quickly!

EXT. PELENNOR FIELDS - DAWN

The ROHAN charge is decimating the ENEMY!

                                                           CUT TO:

INT. MINAS TIRITH STEWARD'.S TOMB - DAWN

LOW ANGLE POV: DENETHOR standing on the table astride
FARAMIR, pouring OIL over his OWN HEAD . . . It runs through
his hair and down his face, quickly soaking his ROBES.

CLOSE ON: FARAMIR, his eyes flicker open. As he tries to FOCUS
through his delirium, OIL splashes onto his CHEST and FACE.

                       DENETHOR ,-
            Set a fire in our flesh!

BUNDLES of OIL-SOAKED wood are STACKED all around them.

SERVANTS are holding FLAMING TORCHES, awaiting their orders
... DENETHOR nods to them:

The SERVANTS approach the PYRE, TORCHES held firmly.

AT THAT MOMENT: GANDALF and PIPPIN burst into the HALLOWS,
astride SHADOWFAX!

                       GANDALF
                 (yelling)
            Stay this madness!

The fearful SERVANTS back away from the PYRE ...



                                                       (CONTINUED)

                                       Final Revision - October, 2003 106,
CONTINUED:


CLOSE ON: With a ROAR, DENETHOR SNATCHES a FLAMING TORCH ...
and HURLS it at the PYRE!

WHOOSH! The PYRE IGNITES!

ANGLE ON: GANDALF GALLOPS toward the PYRE, knocking DENETHOR
to his FEET ... PIPPIN LEAPS from SHADOWFAX onto the BURNING
PYRE!

With a desperate strength, PIPPIN pushes FARAMIR off the
BURNING PYRE ... they tumble down the BUNDLES of WOOD, onto
the FLOOR! PIPPIN douses FLAMES on FARAMIR'S clothing.

DENETHOR SCREAMS with RAGE!

                        DENETHOR
             No! Do not take my son from me!

DENETHOR leaps ACROSS THE PYRE, RIPPING and TUGGING at
PIPPIN! FIRE quickly spreads up DENETHOR'S OIL-SOAKED BACK as
he hauls PIPPIN off FARAMIR!

ANGLE ON: SHADOWFAX rears up and STRIKES at DENETHOR who
falls back onto the PYRE .

CLOSE ON: DENETHOR . . . he looks into his SON'S eyes . . . for a
BRIEF MOMENT SANITY returns.

                           DENETHOR (cont'd)
                   (whisper)
             Faramir . . .

ANGLE ON: FLAMES begin to ENGULF DENETHOR . . .

CLOSE ON: GANDALF pulls PIPPIN to safety . . . they look in
HORROR as . . .

SUDDENLY! DENETHOR lurches off the PYRE! Now a SCREAMING,
unguided BALL OF FLAME, he runs across the CHAMBER,
disappearing out of the door!




                                                        (CONTINUED)

                                    Final Revision - October, 2003 107.
CONTINUED: ( 2 )


                        CANDALF
                 (grimly)
            So passes Denethor, Son of Ecthelion.

                                                             CUT TO:

EXT. MINAS TIRITH - DAY

DENETHOR runs across the WHITE COURT atop MINAS TIRITH ...
and PLUMMETS straight over the 700 FOOT SHEER DROP into the
FLAMING CITY below!

EXT. PELENNOR FIELDS - DAY

PAN OFF: DENETHOR'S DEATH PLUNGE to the ROHIRRIM gaining the
upper hand - VAST NUMBERS of ORCS are SLAIN, or are FLEEING!

                       EOMER
            Drive them into the river!

THEODEN STANDS PROUD in his saddle, YELLING to his ROHIRRIM!

                        THEODEN .
                 (yelling)
            Make safe the city!

CLOSE ON: THEODEN . . . his look of JOY turns to HORROR! "

ANGLE ON: Across the VAST SEA of BATTLE come ...

. . . 20 MUMAKIL! MASSIVE elephant-like CREATURES, each
carrying a WAR-TOWER, packed with HARADRIM ARCHERS!

ANGLE ON: ROHIRRIM RIDERS PANICKING.

CLOSE ON: THEODEN on his HORSE, CIRCLING AMONGST THEM.

                       THEODEN (cont'd)
            Reform the line...Reform the line!

ANGLE ON: ROHIRRIM HORSES MOVING BACK INTO LINE.

                       THEODEN (cont'd)
                 (to GAMLING)
            Sound the charge!
                       (M°RE) (CONTINUED)

                                      Final Revision - October, 2003 108
CONTINUED:
                        THEODEN (cont'd)
                  (sword raised)
             ... Charge!

ANGLE ON: ROHIRRIM RIDERS CHARGE TOWARDS THE LINE OF MUMAKIL!

ANGLES ON: The MUMAKIL BELLOW as they are goaded into war,
driven mercilessly by their brutal HARADRIM MASTERS. They
LUMBER into the SEA of MEN, crushing RIDERS and HORSES beneath
their MASSIVE FEET! Th eir SPIKED TUSKS swing wildly, sweeping
and impaling RIDERS!

HARADRIM ARCHERS are sending a RAIN of ARROWS into the
PANICKING ROHIRRIM!

EOWYN and MERRY are THROWN from their HORSE ...

EXT. MINAS TIRITH - DAWN

HIGH WIDE: The SIXTH LEVEL of the CITY . . . Smoke rising
around it, fires burning beneath it . . .

EXT. THE SIXTH GATE, MINAS TIRITH - DAWN

WIDE ON: A rabble of ORCS are clustered outside the SIXTH
GATE as TROLLS pound on its WOODEN DOORS with HUGE HAMMERS.

ANGLE ON: WOOD splinters . . . The DOORS are near breaking
point.

ANGLE ON: GANDALF and PIPPIN sit on stone steps . . . Both
covered in sweat and grime, bone-weary from fighting, spirits
and hearts bruised . . .

PIPPIN looks towards the WOODEN GATES at which a NUMBER of
SOLDIERS continue to build a BARRICADE . . .

                         PIPPIN
                  (quiet)
             I didn't think it would end this way . . .

GANDALF looks at the SMALL HOBBIT a beat.

                         GANDALF
                  (gently)
             End? No, the journey doesn't end here.


                                                          (CONTINUED)

                                      Final Revision - October, 2003 109.
CONTINUED:


PIPPIN looks up at GANDALF, questioningly . . . .

                        GANDALF (cont'd)
             Death is just another path, one that we all
             must take.

ANGLE ON: GANDALF looks down to see PIPPIN looking up at him
with fear in his eyes . . .

                         GANDALF (cont'd)
                  (remembering)
             The grey rain curtain of this world rolls
             back and all turns to silver glass . . .
                  (to himself)
             and then you see it . . .

ANGLE ON: GANDALF breaks off, lost in reverie . . .

                        PIPPIN
             What, Gandalf? See what?

                        GANDALF
             White shores ... And beyond . . . A far green
             country under a swift sunrise.

PIPPIN stares up at the OLD WIZARD'S FACE, softened, quiet
and full of peace . . .

                         PIPPIN
                  (quiet)
             Well, that isn't so bad.

                        GANDALF
                  (gently)
             No . . . No, it isn't.

BOOM!

ANGLE ON: GANDALF and PIPPIN'S faces turn as the WOODEN DOORS
shudder under another BLOW.