<Flashback to Rivendell. Members of the Fellowship can be seen preparing for departure.>

Arwen: Nach gwannatha sin? Ma nathach hi gwannathach or minuial archened? [Is this how you would
take your leave? Did you think you could slip away at first light - unnoticed?]

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

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

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

Arwen: O man pedich? [What do you speak of?]

Aragorn: Edra le men, men na guil edwen, haer o auth a nir a naeth. [You have a chance for another life.
Away from war... grief... despair.]

Arwen: Why are you saying this?

Aragorn: I am a mortal. You are elf kind. It was a dream, Arwen, nothing more. (Aragorn holds the Evenstar
pendant out to Arwen.) This belongs to you.

Arwen: It was a gift. Keep it. (She curls his fingers back around it.)

<End of Flashback. Scene returns to Aragorn and Eowyn walking the horses.>

Eowyn: My lord?

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

<Hama and Gamling ride past Aragorn and Eowyn, scouting ahead.>

Gamling: What is it? Hama?

Hama: I'm not sure.

<A warg riding scout appears above them.>

Hama: Screams!

Gamling: Wargs!

<Legolas shoots the Warg with an arrow.>

Legolas: Ha! A scout!

<Aragorn runs to his horse.>

Theoden: What is it? What do you see?

Aragorn: Wargs! We're under attack! Get them out of here!

Theoden: All riders to the head of the column.

Gimli: Come on, get me up here. I'm a rider.

Theoden: (to Eowyn) You must lead the people to Helm's Deep, and make haste.

Eowyn: I can fight!

Theoden: No! You must do this... for me.

Theoden to his riders: Follow me! Hya!

Gimli: Forward. Charge forward!

Eowyn: Make for the lower ground.


Gimli: That's it, go on.

Eowyn: Stay together.

Gimli: Bring your pretty face to my axe.

<Legolas rides up behind the Warg and kills it with an arrow.>

Gimli: ARRR! That one counts as mine!

<Gimli is pinned underneath a warg.>

Gimli: Stinkin' creature. Oh, hoo!

(A warg rider appears over Gimli. Gimli snaps his neck. Another warg then climbs on top of the pile. Aragorn
rides up, grabs a spear, and kills the warg before it can harm Gimli. Gimli groans as it falls on top of the pile.>

<Aragorn is knocked off his horse. And while being dragged, the warg runs headlong off a cliff, and takes
Aragorn with him.>

Legolas: Aragorn?

Gimli: Aragorn?

<Legolas examines the ground near the cliff. Sharku laughs wickedly.>

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

Sharku: He's... (cough)... dead! He took a little tumble off the cliff.

Legolas: You lie!

<Sharku dies. Legolas discovers the Evenstar pendant clutched in his hand. Taking it he joins Theoden at
the cliff's edge, looking for signs of Aragorn. Gimli follows. They look at the river below.>

(Gamling approaches.)

Theoden: (To Gamling.) Get the wounded on horses. The wolves of Isengard will return. Leave the dead.
(Legolas looks up in shock. Theoden places a hand on his shoulder.) Come.

<The refugees approach Helm's Deep.>

Refugees: At last! Helm's Deep. There it is, Helm's Deep. We're safe. We're safe m'lady. Thank you.

Freda: Mama!

Morwen: Eothain!

Morwen: Freda.

<Eowyn looks at the provisions>

Eowyn: Where is the rest?

Man: This is all we could save, my lady.

Eowyn: Take it to the caves.

Herald (off camera): Make way for the King. Make way for Theoden. Make way for the King.

<The Rohirrim, led by Theoden, enter Helm's Deep.>

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

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

Gimli: My lady.

Eowyn: Lord Aragorn. Where is he?

Gimli: (Sadly) He fell.

<Eowyn looks toward the King. Tears well in her eyes.>
<Refugees stream up the causeway.>

Theoden: Draw all our forces behind the wall. Bar the gate, and set a watch on the surround.

Gamling: What of those who cannot fight, my lord? The women and children?

Theoden: Get them into the caves. Saruman's arm will have grown long indeed if he thinks he can reach us
here.

Grima (v.o.): Helm's Deep has but one weakness. Its outer wall is solid rock but for a small culvert at its base,
which is little more than a drain.

<Interior of Orthanc.>

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

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

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

Saruman: Tens of thousands.

Grima: But my lord, there is no such force!

Uruk-Hai: Za dashu snaku Zigur, Durbgu nazgshu, Durbgu dashshu! [Hail, Sauron, Lord of the Ring, Lord
of the Earth]

Saruman: (To the army) A new power is rising. Its victory is at hand. This night, the land will be stained with
the blood of Rohan. March to Helm's Deep. Leave none alive. To war!! There will be no dawn for men.

<Grima sheds one tear. The army marches away.>

<Fangorn Forest, Treebeard walking with the Hobbits on his shoulders.>

Pippin: Look! There's smoke to the south.

Treebeard: There's 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.

<They see the valley floor nearly covered with the marching army.>

Pippin: What is it?

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

<The River. >

<Aragorn floats gently ashore.>

Arwen: May the grace of the Valar protect you.

<As Aragorn opens his eyes, the vision of Arwen disappears.>
<Aragorn is now fully out of the water. A horse comes to him and nuzzles him.>


Aragorn: Brego.

<Brego kneels and Aragorn pulls himself onto Brego's back with difficulty.>

<Arwen's room in Rivendell.>

Elrond: Arwen, tollen i lu. I chair gwannar na Valannor. Si bado, no cirar. [The ships are leaving for
Valinor. Go now, before it is too late.]

Arwen: I have made my choice.

Elrond: He is not coming back. Why do you linger here when there is no hope.

Arwen: There is still hope.

Elrond: If Aragorn survives this war, you will still be parted. If Sauron is defeated and Aragorn made King
and all that you hope for comes true, you will still have to taste the bitterness of mortality. Whether by the
sword or the slow decay of time, Aragorn will die.

<Flash forward: A a crypt in Minas Tirith, Aragorn lies atop it with Anduril clasped in his hands. Arwen is
veiled and mourning, other mourners pass. As Elrond speaks, Aragorn's body becomes a stone sculpture.
Arwen stands alone at the foot of his crypt.>

Elrond (v.o.): There will be no comfort for you. No comfort to ease the pain of his passing. He will come to
death. An image of the splendor of the Kings of Men in glory undimmed before the breaking of the world.
But you, my daughter, you will linger on in darkness and in doubt as nightfall in winter that comes without a
star. Here you will dwell, bound to your grief, under the fading trees until all the world is changed and the
long years of your life are utterly spent.

Elrond: Arwen...

<Rivendell. Arwen is now weeping.>

Elrond: There is nothing for you here, only death. Ah im, u-'erin veleth lin? [Do I not also have your love?]

Arwen: Gerich veleth nin, ada. [You have my love, father.]

<Arwen walks away from Rivendell with Elves carrying lanterns.>

< Galadriel in Lothlorien speaks to Elrond in Rivendell.>

Galadriel: I amar prestar aen, han mathon ne nen, han mathon ne chae a han noston ned 'wilith [The world
is changed, I can feel it in the water, I can feel it in the earth, I can smell it in the air.]

Galadriel (v.o.): The power of the enemy is growing. Sauron will use his  puppet Saruman to destroy the
people of Rohan. Isengard has been unleashed. The Eye of Sauron now turns to Gondor, the last free
kingdom of men. His war on the country will come swiftly. He senses the Ring is close. The strength of the
ring bearer is failing. In his heart, Frodo begins to understand. The quest, will claim his life, you know this.
You have foreseen it. It is the risk we all took. In the gathering dark, the will of the Ring grows strong. It
works hard now to find its way back into the hands of men, men who are so easily seduced by its power.
The young Captain of Gondor has but to extend his hand, take the ring for his own, and the world will fall. It
is close now. So close to achieving its goal. For Sauron will have dominion over all life on this earth even
unto the ending of the world. The time of the Elves, is over. Do we leave Middle-earth to its fate? Do we let them stand alone?

<Henneth Annun (Faramir's Cave.)>

Faramir: What news?

Madril: Our scouts informed me Saruman has attacked Rohan. Theoden's people have fled to Helm's Deep.
But we must look to our own borders. Faramir, Orcs are on the move. Sauron is marshaling an army.
Easterlings and Southrons are passing through the Black Gate.

Faramir: How many?

Madril: Some thousands. More come everyday.

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

Madril: We've pulled 500 men out of Osgiliath but 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 it soon, and he will strike hard. He knows now we do not have the
strength to repel him.

<Inside Henneth Annun.>

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

Sam: Spies! Now wait just a minute!

Faramir: Well, if you are 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.

Frodo: 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 were a friend of Boromir?

Frodo: Yes, for my part.

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

Frodo: (Alarmed) Dead? How? When?

Faramir: As one of his companions, I'd hoped you would tell me.

Frodo: If something has happened to Boromir, we would have you tell us.

Faramir: His horn washed up upon the riverbank, about six days past. It was cloven in two. But more than
this, I know it in my heart.

Faramir: He was my brother.

<Flashbacks>

<Faramir stands in the mist. He turns to see a boat approaching. He wades into the river. The boat floats
past him. It is filled with water and Boromir is lying dead inside.>

<Back in the caves of Henneth Anun, Faramir sits alone holding Boromir's horn.>

Crowd (v.o.): Boromir!

<Boromir is waving the white flag of the Stewards>

Crowd: Boromir!

<Boromir stands upon a high wall in Osgiliath. He lifts his sword and addresses a crowd of Gondorian
soldiers below.>

Boromir: This city was once the jewel of our kingdom. A place of light and beauty and music. And so it shall
be once more!

Boromir: Let the armies of Mordor know this: Never again will the land of my people fall into enemy hands.

Boromir: The city of Osgiliath has been reclaimed. For Gondor!

Crowd: For Gondor!

Boromir: For Gondor!

Crowd: For Gondor!

Boromir: For Gondor!

Crowd: For Gondor!

<Street level. Faramir and Boromir meet and embrace.>

Faramir: Good speech. Nice and short.

Boromir: Leaves more time for drinking! Break out the ale! These men are thirsty!

(Boromir gets ale.)

Boromir: Remember today, little brother. Today, life is good.

<Faramir looks past Boromir and stops smiling.>

Boromir: What?

Faramir: (sadly) He is here.

Boromir: (turns to see Denethor approaching) One moment of peace. Can he not give us that?

Denethor: Where is he? Where is Gondor's finest? Where is my first-born?

Boromir: Father!

Denethor: They say you vanquished the enemy almost single-handedly.

Boromir: They exaggerate. The victory belongs to Faramir also. (Faramir looks hopeful and approaches.)

Denethor: But for Faramir, this city would still be standing. Were you not entrusted to protect it?

Faramir: I would have done, but our numbers were too few.

Denethor: Oh, too few. You let the enemy walk in and take it on a whim. Always you cast a poor reflection
on me.

Faramir: That is not my intent.

Boromir: You give him no credit and yet he tries to do your will.

Boromir: He loves you, Father.

Denethor: Do not trouble me with Faramir. I know his uses, and they are few. We have more urgent things to
speak of. Elrond of Rivendell has called a meeting. He will not say why, but I have guessed it's purpose. It is
rumored that the weapon of the enemy has been found.

Boromir: The One Ring. Isildur's Bane.

Denethor: It has fallen into the hands of the Elves. Everyone will try to claim it: Men, Dwarves, wizards. We
cannot let that happen. This thing must come to Gondor.

Boromir: Gondor.

Denethor: It's dangerous, I know. Ever the Ring will seek to corrupt the hearts of lesser men. But you, you
are strong and our need is great. It is our blood which is being spilled, our people who are dying. Sauron is
biding his time. He's massing fresh armies. He will return. And when he does, we will be powerless to stop him. You must go. Bring me back this mighty gift.

Boromir: No. My place is here with my people. Not in Rivendell

Denethor: Would you deny your own father?

Faramir: If there is need to go to Rivendell, send me in his stead.

Denethor: You? Oh, I see. A chance for Faramir, captain of Gondor to show his quality. It think not. I trust
this mission only to your brother. The one who will not fail me.

<Boromir and Faramir look at each other sadly.>

Boromir: Remember today, little brother. (He rides away.)

<Flashbacks end.>

<Faramir is sitting alone, looking into the distance.>

Damrod: Captain Faramir! (Whispers in his ear.) We have found the third one.

<Faramir speaks to Frodo.>

Faramir: You must come with me, now.

(Frodo follows Faramir.>

Faramir: Down there.

<Smeagol is diving and hunting for fish down below.>

Faramir: To enter the Forbidden Pool bears the penalty of death.

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

Smeagol: (Singing) Rock and pool is nice and cool, so juicy sweet. I only wish to catch a fish so juicy
sweet...

<Faramir raises his hand to give the signal to shoot.>

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

<Frodo approaches the pool from behind Smeagol.>

Frodo: Smeagol... Smeagol. Master is here. Come, Smeagol. Trust master. Come.

Smeagol: We must... go, now?

Frodo: Smeagol, you must trust master. Follow me. Come on.

Frodo: Come! Come, Smeagol. Nice Smeagol. That's it. Come on.

<Smeagol looks alarmed just as the men grab him. Smeagol cries out and struggles violently.>

Frodo: Don't hurt him! Smeagol, don't struggle. Smeagol, listen to me!

Gollum: Master!

<In the cave. Faramir's men now throw Smeagol onto the cave floor.>

Gollum: No!

Faramir: That is enough.

Faramir: Where are you leading them? Answer me!

Gollum: (Singsong) Smeagol.

Smeagol: (Sobs.)

Gollum: Why does it cry, Smeagol.

Smeagol: Cruel men hurts us. Master tricksed us.

Gollum: (Stroking its shoulder.) Of course he did. I told you he was tricksy. I told you he was false.

Smeagol: But, master is our friend, our friend.

Gollum: Master betrayed us.

Smeagol: No! Not its business. Leave us alone!

Gollum: Filthy little hobbitses! They stole it from us!

Smeagol: No, no!

Faramir: (Fascinated by this exchange.) What did they steal?

Gollum: (He turns toward Faramir) My... (shrieking) precious!

<Frodo and Sam in a corner of the cave.>

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 enters and draws his sword.>

Faramir: So, this is the answer to all the riddles. Here in the wild I have you, two Halflings, and a host of men
at my call. The Ring of Power within my grasp. A chance for Faramir, Captain of Gondor, to show his quality.

Frodo: Noo!!

<Sam steps between Frodo and Faramir.>

Sam: Stop it! Leave him alone! Don't you understand? He's got to destroy it. That's where we're goin'. Into
Mordor, to the mountain of fire.

<Damrod enters.>

Damrod: Osgiliath is under attack. They call for re-enforcements.

Sam: Please. It's such a burden. Will you not help him?

Damrod: Captain?

Faramir: Prepare to leave. The Ring will go to Gondor.

<Rohan. Aragorn rides towards Helms Deep.>

Aragorn: Mae carnen, Brego, mellon nin. [Well done, Brego, my friend.]

<Aragorn rides up the causeway into Helm's Deep.>

Villager: He's alive!

Gimli: (Pushing his way through the refugees.) Where is he? Where is he? Get out of the way! I'm gonna kill
him! You are the luckiest, the canniest and the most reckless man I ever knew. Bless you, laddie.

Aragorn: Where is the King?

<Gimli nods his head in the direction of the keep. Aragorn makes his way toward the King, he encounters
Legolas.>

Legolas: Le ab-dollen. [You're late.] You look terrible.

Aragorn: Hannon le. [Thank you.]

<Theoden discusses Aragorn's news.>

Theoden: A great host you say.

Aragorn: All Isengard is emptied.

Theoden: How many?

Aragorn: Ten thousand strong at least.

Theoden: Ten thousand?

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

Theoden: Let them come!

<Theoden stands on the Deeping Wall with Aragorn, Legolas, Gimli and his Guard. Men are spread thinly
along this wall and the walls of the fortress.>

Theoden: I want every man and strong lad able to bear arms to be ready for battle by nightfall.

Theoden: 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.

Theoden: (Stepping up to Gimli.) I have fought in many wars, master dwarf. I know how to defend my own
Keep.

<Theoden leads Aragorn, Legolas, Gimli and his Guard down the fortress steps and onto the fortress walls.>

Theoden: 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 re-sown... homes, rebuilt. Within these walls, we will out last them.

Aragorn: They do not come to destroy Rohan's crops or villages. They come to destroy its people, down to
the last child.

<Theoden angrily turns to face Aragorn.>

Theoden: 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.

Theoden: And who will come? Elves? (Nods toward Legolas and Gimli.) Dwarves? We are not so lucky in
our friends as you. The old alliances are dead.

Aragorn: Gondor will answer.

Theoden: (In Aragorn's face.) Gondor? Where was Gondor when the Westfold fell? Where was Gondor
when our enemies closed in around us? Where was Gon... ? No, my lord Aragorn. We are alone.

Theoden: Get the women and children into the caves.

Gamling: We need more time to lay provisions...

Theoden: There is no time! War is upon us!

Gamling: Secure the gate!

<Crebain circle the sky beyond the walls.>

<Treebeard carries Pippin and Merry through Fangorn.>

Treebeard: The Ents have not troubled with the wars of men and wizards for a very long time. But now,
something is about to happen that has not happened for an age. (They enter the Dingle.) Entmoot.

Merry: What's that?

Treebeard: 'Tis a gathering.

Merry: A gathering of what?

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

<Merry flashes a hopeful smile.>

<The refugees enter the caves.>

Rohan man: Come on people! Quickly, now!

<Aragorn and Legolas walk among the people of Rohan, who are busy preparing for the battle.>
Aragorn: We'll place the reserves along the wall. They can support the archers from above the gate.

Legolas: Aragorn, you must rest. You're no use to us half-alive.

Eowyn: Aragorn! (She runs up) I'm to be sent with the women into the caves.

Aragorn: That is an honorable charge.

Eowyn: To mind the children, to find food and bedding when the men return. What renown is there in that?

Aragorn: My lady, a time may come for valor without renown. Who then will your people look to in the last
defense?

Eowyn: Let me stand at your side.

Aragorn: It is not in my power to command it.

Eowyn: You do not command the others to stay! They fight beside you because they would not be parted
from you. Because they love you.

<Aragorn looks down.>

Eowyn: I'm sorry. (She turns and leaves.)

<Cave interior.>

Rohirrim: Move back! Move to the caves. Keep moving. Quickly now.

<Babies cry. Old men and young boys are leaving their families in order to prepare for battle. Some are
reluctant and several women cry and beg.>

<The Helm's Deep armory.>

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

Gimli: Most have seen too many winters.

Legolas: Or too few.

Rohan Man: There you are, old man.

Legolas: Look at them. They're frightened. I can see it in their eyes.

Legolas: Boe a hyn, neled herain dan caer menig. [And they should be... Three hundred against ten
thousand.]

Aragorn: Si beriathar hyn, ammaeg na ned Edoras. [They have more hope of defending themselves here
than at Edoras.]

Legolas: Aragorn, nedin dagor hen u-'erir ortheri. Natha daged dhaer. [We are warriors. They cannot win
this fight. They are all going to die!]

Aragorn: Then I shall die as one of them!

<Aragorn stalks away, Legolas starts after him.>

Gimli: Let him go, lad. Let him be.

<Theoden stands before the open door of the Keep.>

Gamling: (Entering) Every villager that can wield a sword has been sent to the armory. My lord?

Theoden: Who am I, Gamling.

Gamling: You are our King, sire.

Theoden: And do you trust your King?

Gamling: Your men, my lord, will follow you to whatever end.

Theoden: To whatever end.

Where is the horse and the rider?

Where is the horn that was blowing?

They have passed like rain on the mountains, like wind in the meadow.

The days have come down in the west, behind the hills, into shadow.

How did it come to this?

<Entmoot.>

Merry: It's been going for hours.

Pippin: They must have decided something by now.

Treebeard: Decided? No, we've only just finished saying good morning.

Merry: But it's nighttime already! You can't take forever.

Treebeard: Don't be hasty.

Merry: We're running out of time!

<Courtyard of Helm's Deep.>

Rohan Man: Move! Move to the outer wall!

<Aragorn is sitting on the steps, while two young boys are standing near a fire, with looks of confusion at
their armor and weapons.>

Aragorn: Give me your sword.

<The nearest boy hands him his sword.>

Aragorn: What is your name?

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

<Aragorn swings the boy's sword around.>

Aragorn: This is a good sword, Haleth, son of Hama. There is always hope!

<Aragorn puts on chain mail then his leather jerkin over it. His sword hilt appears in front of him, Legolas is
holding it out to him.>

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

Aragorn: U-moe edaved, Legolas. [There is nothing to forgive, Legolas.]

<Places his hand on Legolas shoulder. Gimli enters with chain mail bunched around his chest.>

Gimli: If there was time I'd get this adjusted.

<He lets the chain mail drop to the floor, it is several inches too long. Legolas and Aragorn look at him in
amusement.>

Gimli: It's a little tight across the chest.

<A horn is heard being blown.>

Legolas: That is no Orc horn.

<Legolas and Aragorn rush out, up stairs.>

Soldier: Tell the King. Open the gate!

<Elves march up the causeway and into the fortress.>

Theoden: How is this possible?

Haldir: (Stepping forward.) I bring word from Elrond of Rivendell. An alliance once existed between Elves and Men. Long ago we fought and died together. (Aragorn and Legolas come down the stairs.) We come to honor that allegiance.

Aragorn: Mae govannen, Haldir. [Well met, Haldir.]

<Haldir bows his head to Aragorn, while Aragorn embraces him.>

Aragorn: You are most welcome.

<Legolas greets Haldir.>

<Elves turn in unison.>

Haldir: We are proud to fight alongside men once more.

<The Elves stand along the Deeping wall. Among the Elves stand Legolas and Gimli. Just the top of Gimli's
helmet can be seen over the rampart.>

Gimli: You could have picked a better spot.

<Legolas smirks, Aragorn joins them.>

Gimli: Well lad, by the luck you live by let's hope it lasts through the night.

<Thunder strikes and lightening highlights Legolas and Aragorn.>

Legolas: Your friends are with you, Aragorn.

Gimli: Let's hope they last the night.

<The army of Isengard comes to a stop facing Helm's Deep.>

Aragorn: A Eruchin,u-dano i faelas a hyn, an uben tanatha le faelas. [Show them no mercy, for you shall
receive none.]

<Uruks start growling and showing more of their anger. Gimli starts jumping up and down in order to see
over the wall.>

Gimli: What's happening out there?

Legolas: (Smiling.) Shall I describe it to you, or would you like me to find you a box? (Gimli laughs.)

<An old man accidentally releases an arrow and it fells an Uruk in the front ranks.>

Aragorn: Dartho! [Hold!]

<The Uruks begin to rage.>

Theoden: So it begins.

<The Uruk Captain orders the attack to begin. Uruks rush the walls.>

Aragorn: Tangado a chadad [Prepare to fire]

Legolas: Faeg i-varv di na lanc a nu ranc. [Their armor is weak at the neck... and beneath the arm.]

Aragorn: Leithio i philinn! [Release the arrows.]

<The Elves on the Deeping Wall fire their arrows.>

Gimli: Have they hit anything?

Theoden: Give them a volley.

Gamling: Fire!!

One-Eyed Man: Fire!

<The Rohan soldiers fire arrows.>

Aragorn: Leithio! [Fire!]

<Ranks of Elves on the ground behind the Deeping Wall fire arrows over the wall.>

Gimli: Bring them to me, come on!

Aragorn: Pendraid! [Ladders!]

Gimli: Good!

Aragorn: Swords!

<After felling two Uruks, Gimli turns to Legolas.>

Gimli: Legolas! Two already!

Legolas: I'm on seventeen!

Gimli: What! I'll have no pointy-ear out scoring me!

Legolas: Nineteen!

<The fighting continues.>

<Dingle at the Entmoot.>

Pippin: Merry.

Treebeard: We have just agreed.

<Pippin and Merry wait. Merry tries to be patient.>

Merry: Yes?

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

Pippin: (Trying to be cheerful.) Well that's good news.

Merry: (Impatiently) 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...

Treebeard: Tree, root and twig.

Treebeard: 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.

<Helm's Deep>

<Gimli is standing at the top of the wall counting as he kills Uruks coming up the ladder.>

Gimli: Seventeen... Eighteen... Nineteen... Twenty... Twenty-One... Twenty-Two

Aragorn: Causeway! Na fennas!

Theoden: Is this it? Is this all you can conjure, Saruman?

<Four Uruks carry two bombs and place them in the culvert. An Uruk with a torch runs through the Uruks
toward the culvert.>

Aragorn: (Seeing the peril.) Togo hon dad, Legolas! [Bring him down , Legolas!]

<Legolas fires an arrow that hits the Uruk high in his right chest, but barely affects him.>

Aragorn: Dago han! Dago han! [Kill him! Kill him!]

<Legolas fires another arrow that causes the Uruk to stagger. The Uruk begins to fall, but somehow
manages to stumble forward and throw himself into the culvert, setting off the bomb. Uruks charge through
the culvert. Shielded Uruks reach the gate and reveal a battering ram.>

Theoden: (Seeing the battering ram.) Brace the gate!

Theoden: Hold them! Stand firm!

<Gimli sees Aragorn is in peril.>

Gimli: Aragorn!

<Gimli leaps from the wall to the ground.>

Aragorn: (Awakened by Gimli.) Gimli!

<Gimli attacks Uruks with his ax.>

Aragorn: Hado i phillin! [Hurl the arrows!]

<The Elves fire arrows at the Uruks coming through the breach in the wall.>

Aragorn: Herio! [Charge!]

<Aragorn and the Elves charge the Uruks. Legolas picks up an Uruk shield and slides down stairs on it to
the culvert battle.>

<Treebeard is talking to Merry and Pippin.>

Treebeard: The Ents cannot hold back this storm. We must weather such things as we have always done.

Merry: (Furiously) How can that be your decision?!

Treebeard: This is not our war.

Merry: (Becoming more frustrated.) But you're part of this world. (Ents look perplexed.) Aren't you?!? You
must help. Please! You must do something.

Treebeard: You are young and brave, Master Merry. But your part in this tale is over. Go back to your home.

Pippin: Maybe Treebeard's right. We don't belong here, Merry. It's too big for us. What can we do in the
end? We've got the Shire. Maybe we should go home.

Merry: The fires of Isengard will spread, and the woods of Tuckborough and Buckland will burn. And all
that was once green and good in this world will be gone. There won't be a Shire, Pippin.

<The horrible truth registers on Pippin's face.>

<Helm's Deep.>

Theoden: Fall back! (He calls down to Aragorn.) Aragorn! Fall back to the Keep! Get your men out of there!

Aragorn: Nan barad! Nan barad! [To the Keep!]

<He notices Haldir still fighting on top of the remnants of the Deeping Wall.>

Aragorn: Haldir, nan barad! [Haldir, to the Keep!]

<Haldir acknowledges Aragorn and motions to the remaining elves to retreat.>

Gimli: (as he is being carried away) What are you doing? What are you stopping for?

Haldir: Na barad!

<Haldir sees the Elves start retreating to the Keep. As he turns to go an Uruk delivers a fatal ax wound to
Haldir's back.>

Aragorn: Haldir!

<As Haldir falls, Aragorn fights his way to the top of the wall. Aragorn reaches Haldir as he dies, cradles
him briefly, salutes him by touching his chest, then fights his way to a ladder.>

Rohirrim: Brace the gate. Hold them.

<Uruks are breaking through the gate.>

Theoden: To the gate! Draw your swords.

Gamling: Make way!

Gamling: We can't hold much longer.

<Legolas, Gimli, Aragorn and remaining Elves rush up the stairs and up to the gate.>

Theoden: Help them.

Aragorn: How long do you need?

Theoden: As long as you can give me.

Aragorn: Gimli! (He motions to Gimli and directs him through the melee and out the postern gate.)

Theoden: Timbers!

Rohan Man: Brace the gate!

<Aragorn and Gimli outside the fortress causeway.)

Gimli: (Peering around Aragorn.) Ah! Come on! We can take 'em.

Aragorn: It's a long way.

<Gimli checks the distance and considers his options.>

Gimli: Toss me.

Aragorn: What? (Arches an eyebrow.)

Gimli: I canna' jump the distance, you'll have to toss me. (Aragorn reaches for him.) Don't tell the elf.

Aragorn: Not a word.

<Aragorn tosses Gimli to the causeway into the Uruks.>

Theoden: Shore up the door.

Soldiers: Make way for a barricade. Put your backs into it. Throw another one over here.

Theoden: Higher!

Soldiers: Make way for a barricade. Put your backs into it. Throw another one over here.

<The gate is nearly covered, but for a small rectangular area that Theoden looks through.>

Theoden: Gimli! Aragorn! Get out of there!

<Aragorn and Gimli turn to acknowledge Theoden and are grabbed by a huge Uruk.>

Legolas: Aragorn!

<Legolas tosses down a rope, and pulls them up.>

Impaled Soldier: AAAAAAA!

<Theoden orders retreat.>

Theoden: Pull everybody back. Pull them back!

Gamling: Fall back! Fall back!

Theoden: They have broken through. The castle is breached! Retreat!

Gamling: Fall back! Retreat! Retreat!

Aragorn: Hurry! Inside! Get them inside.

Gamling: Retreat! Retreat! Into the Keep!

<Treebeard is carrying a very dejected Merry and Pippin away from Entmoot.>

Treebeard: I will leave you at the western borders of the forest. You can make your way north to your
homeland from there.

Pippin: (Gets an idea.) Wait! Stop! Stop! Turn around! Turn around. Take us south.

Treebeard: South? But that would... lead you past Isengard.

Pippin: (Smiling and nodding.) Yes. Exactly. If we go south we can slip past Saruman unnoticed. The closer
were are to danger, the further we are from harm. It's the last thing he'll expect.

Treebeard: Hmm. (Looking puzzled.) Well, that doesn't make sense to me, but then, you are very small.
Perhaps you are right. South it is then. Hold on little Shirelings. I always like going south. Somehow, it feels
like going downhill.

Merry: Are you mad? We'll be caught!

Pippin: No, we won't. Not this time.

<Frodo and Sam are traveling with the Rangers of Gondor.>

Gondor Man: Look! Osgiliath burns.

Gondor Man: Mordor has come.

Frodo: The Ring will not save Gondor. It has only power to destroy. (He turns to Faramir.) Please. Let me go!

Faramir: Hurry!

Frodo: Faramir! You must let me go!

<Treebeard and the two hobbits approach Fangorn's border with Isengard.>

Treebeard: A little family of field mice that climb up sometimes and they tickle me awfully. Always trying to
get somewhere where they... (He stops, stunned.) Oh!

<Treebeard sees the damage that has been done to the forest by Saruman's creatures.>

Treebeard: (Sadly.) Many of these trees were my friends... Creatures I had known from nut and acorn.

Pippin: (Looking down apologetically.) I'm sorry, Treebeard.

Treebeard: They had voices of their own. (Becoming angry.) Saruman! A wizard should know better!

<Treebeard lets out a long, pain filled yell, and we see Fangorn from above.>

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

Pippin: Look at the trees, they're moving!

Merry: Where are they going?

Treebeard: They have business with the orcs.

Treebeard: My business is with Isengard tonight. With rock and stone.

<Ents begin to emerge from the forest behind Treebeard.>

Merry: Yes!

Treebeard: Hu room! Come, my friends. The Ents are going to war. It is likely that we go to our doom. Last
march of the Ents.

<Osgiliath.>

Madril: Faramir! Orcs have taken the eastern shore. Their numbers are too great. By nightfall we'll be
overrun.

<Frodo begins to breath heavily, this causes Sam concern.>

Sam: Frodo?

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

Sam: Hold on, Mr. Frodo. (A whomp-whomp noise begins to drown him out. Frodo strains to hear him.)
You'll be all right... (Sam continues to speak but his voice fades away and we can only see his lips moving.)

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

<Sam confronts Faramir.>

Sam: You wanna 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!

Gondor Man: Watch out!

<Frodo looks up and his eyes roll back in his head.>

Sam: Mr. Frodo?

Frodo: They're here. They've come.

<A Nazgul screeches overhead.>

Faramir: Nazgul!!

<Faramir places Frodo and then Sam against a wall.>

Faramir: Stay here. Keep out of sight. (He leaves them and calls to his men.) Take cover!

<Saruman's army>

Theoden: The fortress is taken. It is over.

Aragorn: You said this fortress would never fall while your men defend it. They still defend it. They have
died defending it!

<In the caves of Aglarond the sound of the final assault is heard by the refugees.>

Rohan Woman: They're breaking in! The door!

<In the Hornburg the men use their body weight against the barricade to reinforce the doors.>

Aragorn: Is there no other way for the women and children to get out of the caves?

Aragorn: Is there no other way? (Insistently to Gamling.)

Gamling: (Glances at Theoden) There is one passage. It leads into the mountains. But they will not get far.
The Uruk-Hai are too many.

Aragorn: (Grabbing Gamling by the arm.) Send word for the women and children to make for the mountain
pass and barricade the entrance!

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

Aragorn: (Turns to Theoden.) Ride out with me. Ride out and meet them.

Theoden: For death and glory.

Aragorn: For Rohan. For your people.

<The first suns rays are shining into the keep.>

Gimli: The sun is rising.

Gandalf (v.o.): Look to my coming at first light on the fifth day. At dawn. Look to the east.

Theoden: Yes. Yes! (Becoming inspired.) The Horn of Helm Hammerhand shall sound in the deep, one last
time.

Gimli: Yes!

Theoden: (To Aragorn.) Let this be the hour that we draw swords together.

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

<Theoden, Aragorn, Legolas and other men of Rohan are mounted on horses. Gimli sounds the Great
Horn.>

Theoden: Forth Eorlingas!

Aragorn: Gandalf.

Gandalf: Theoden King stands alone.
(Eomer appears beside Gandalf.)

Eomer: Not alone. (He draws his swords.) Rohirrim!!

Theoden: Eomer!

Eomer: To the King!

<The army on horseback rushes down the hillside towards the Uruks with Gandalf and Eomer leading
them.>

Gandalf: Arrrr!!

<Ents stride over the walls of Isengard, ripping out stones from the walls, stomping orcs, and pulling or
pushing down everything in their way. Pippin and Merry cheer.>

Pippin: Yes!

<Pippin throws a rock at an orc from his perch in Treebeard's branches.>

Treebeard: A hit. A fine hit.

<Pippin tosses a rock to Merry who beans another orc.>

Treebeard: Ah!

<The Ents continue to kill orcs.>

Treebeard: Break the dam! Release the river!

Merry: Pippin! Hold on!

Treebeard: Hold on little hobbits.

<The water rushes across Isengard.>

<Osgiliath.>

Sam: (As Frodo walks past him.) What are you doin'?

<Frodo walks through an open area where men are fighting.>

Sam: Where are you goin'?

<Frodo stands on a parapet and the mounted Nazgul rises up in front of him. Sam runs up and tackles
Frodo, Faramir shoots an arrow into the flying beast. Frodo rolls over on top of Sam, draws Sting and holds
it against Sam's throat.>

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

<Frodo realizes what he's doing, backs away and lets Sting fall ringing to the ground.>

Frodo: I can't do this, Sam.

Sam: (Rising) 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...

<We see the fight at Helm's Deep. Orcs flee from the riders.>

Sam (v.o.): ... how could the end be happy? How could the world go back to the way it was when so much
bad had happened?

<We see the Rohirrim winning at Helm's Deep, Theoden smiling in victory.>

Theoden: Victory! We have victory!

Sam (v.o.): But in the end, it's only a passing thing, this shadow.

Sam (v.o.): Even darkness must pass. A new day will come.

<We see the flooding of Isengard.>

Sam: And when the sun shines, it'll shine out the clearer. (Pippin then Merry.)

Sam (v.o.): Those were the stories that stayed with you, that meant something, even if you were too small to
understand why. But I think, Mr. Frodo, I do understand, I know now.

<We see Sam again.>

Sam: Folk in those stories had lots of chances of turnin' back, only they didn't. They kept goin', because
they were holdin' on to somethin'.

Frodo: What are we holding onto, Sam?

Sam: (Lifting Frodo to his feet.) That there's some good in this world, Mr. Frodo, and it's worth fightin' for.

<Faramir approaches>

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

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

Faramir: (Standing.) Then it is forfeit. Release them!

<Sam shrugs off the hands that hold him by the shoulders, and hitches up his pack.>

<The Uruks run from Helm's Deep and into a line of trees.>

Eomer: Stay out of the forest! Keep away from the trees!

<The Uruks run into the forest. It groans and sways. Horrible sounds emerge.>

<Eowyn greets Aragorn after the battle. She touches his face and smiles, tears in her eyes, then puts her
head on his shoulder in an embrace.>

<Gimli sits on a carcass, smoking his pipe.>

Legolas: Final count: 42.

Gimli: Forty-two? That's not bad for a pointy-eared Elvish princeling. I myself am sitting pretty on 43.

<Legolas frowns. He draws his bow and shoots Gimli's Uruk.>

Legolas: Forty-three.

Gimli: He was already dead.

Legolas: He was twitching.

Gimli: He was twitching because he's got my axe embedded in his nervous system! (Gimli wiggles the axe
handle, making the Uruk twitch.)

<Merry and Pippin are waist deep in water, looking up at Saruman on the balcony of Orthanc.>

Merry: He doesn't look too happy, does he?

Pippin: Not too happy at all, Merry.

<Saruman and Grima stalk along the balcony.>

Merry: Still, I suppose the view would be quite nice form up there.

Pippin: Oh yes, a quality establishment. I hear the staff are very good.

<Merry surreptitiously tries to measure his height against Pippin's. When Pippin looks back at him, he
pretends to be picking something out of his hair.>

Pippin: What are you doing?

Merry: Nothing. The world's back to normal, that's all.

Pippin: No it isn't. I'm starving.

Merry: Good luck trying to find something decent around here. Probably only dead rats and moldy bread.

<Pippin finds an apple floating in the water. He looks up, then he smiles. They enter a storeroom filled with
food.>

Merry: Saruman's storeroom!

<They see barrels marked 'Southfarthing'.>

Pippin: I don't believe it.

Merry: It can't be.

Pippin: It is.

<They open a barrel>

Merry: Longbottom Leaf. (sniffs) The finest pipe-weed in South Farthing.

Pippin: It's perfect. (He hands a barrel to Merry) One barrel each. (He picks up a barrel for himself. Then
looks worried.) Wait. Do you think we should share it with Treebeard?

Merry: Share it? No. No. Dead plant and all that. Don't think he'd understand. Could be a distant relative.

Pippin: I get it. (taps his nose) Don't be hasty.

Merry: (whips out his pipe) Exactly. Bar-hrum.

<Treebeard peeks into the storeroom as smoke begins to billow out.>

<Faramir and the hobbits wade through the flooded city to an alcove. Gollum follows.>

Faramir: This is the old sewer. Runs right under the river through to the edge of the city. You'll find cover in
the woods there.

Sam: Captain Faramir, you have shown your quality, sir. The very highest.

Faramir: The Shire must truly be a great realm, Master Gamgee, where gardeners are held in high honor.
What road will you take once you reach the woods?

Frodo: Gollum says there's a path near Minas Morgul that climbs up into the mountains.

Faramir: Cirith Ungol? (He grabs Gollum and holds him by the neck.) Is that it's name?

Gollum: No. No! Yes.

Faramir: Frodo, they say a dark terror dwells in the passes above Minas Morgul. You cannot go that way.

Gollum: It is the only way. Master says we must go to Mordor, so we must try.

Frodo: I must.

<Faramir throws Gollum down.>

Faramir: Go, Frodo. Go with the goodwill of all Men.

Frodo: Thank you.

<Frodo and Sam start off. Faramir catches Gollum again.>

Faramir: May death find you quickly if you bring them to harm. (He flings Gollum toward the sewer.)

<Gollum crawls, limping.>

Sam: Come on. Keep up! Mr. Frodo didn't mean for them Rangers to hurt you. You know that, don't you? He
was tryin' to save you, see?

Gollum: Save me?

Sam: So there's no hard feelings. Forgive and forget.

Gollum: No, no. No hard feelings.

Sam: Very decent of you. Very decent indeed, Gollum.

<Eomer, Theoden, Gandalf, Legolas and Aragorn ride to the crest of a hill followed by Gamling. They look
East where they can see lighting and the glow of fire over 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, somewhere in the
wilderness.

<Gollum crawls past, followed by Frodo and Sam. They walk through a forest in Ithilien and Osgiliath is
visible below in the distance.>

Sam: I wonder if we'll ever be put into songs or tales?

Frodo: (Turning to Sam.) What?

Sam: I wonder if people will ever say, "Let's hear about Frodo and the Ring", and they'll say, "Yes, it's one of
my favorite stories!" "Frodo was really courageous, wasn't he Dad." "Yes, my boy, the most famousests of
hobbits, and that's sayin' a lot. "

Frodo: (Smiling.) You've left out one of the chief characters... Samwise the Brave! "I want to hear more about
Sam." (Frodo stops and turns to Sam.) "Frodo wouldn't have got far without Sam."

Sam: Now Mr. Frodo, you shouldn't make fun. I was bein' serious.

Frodo: So was I. (Frodo walks on.)

Sam: (Hitches up his pack again.) Samwise the Brave. Hm.

<Frodo smiles again.>

Frodo: Smeagol?

Sam: We're not goin' to wait for you. Come on.

<Gollum begins talking as he crawls brokenly along.>

Smeagol: Master... master looks after us. Master wouldn't hurt us.

Gollum: Master broke his promise.

Smeagol: Don't ask Smeagol. Poor, poor Smeagol.

Gollum: Master betrayed us. Wicked, tricksy, false! We ought to wring his filthy little neck. Kill him! Kill
him! Kill them both! And then we takes the precious, and we be the master! (Laughs.)

Smeagol: (Behind a tree he nods and smiles, then cowers fearfully.) But the fat hobbit. He knows. His eyes
always watching.

Gollum: Then we stabs them out! Put out his eyeses. Make him crawl.

Smeagol: Yes, yes, yes!

Gollum: Kill them both!

Smeagol: Yes! No, no. It's too risky, it's too risky!

Sam: Where's he gone to? Ai, Gollum! Where are you?

Frodo: Smeagol?

Gollum: We could let HER do it. She could do it. Yes precious, she could. And then we takes it once they're
dead!

Smeagol: Ahh, once they're dead. Shhh...

<He comes out from behind a tree and onto the path in front of Sam and Frodo.>

Gollum: Come on, hobbits! Long ways to go, yet! Smeagol will show you the way... follow me...

<Gollum, Frodo and Sam continue through the forest. The Camera climbs to the top of the trees, to the top
of grey cliffs and flies up over the mountains. We see Mordor. Barad-dur and Mt. Doom with Nazgul on Fell
Beasts circling.>

<Credits.>
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