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User:Amroth/Screenplays/Peter Jackson's The Fellowship of the Ring

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  1. Prologue: One Ring to Rule Them All
  2. The Shire
  3. Very Old Friends
  4. A Long-Expected Party
  5. Farewell Dear Bilbo
                                                       CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

CLOSE ON: THE RING...Glinting on the floor...Gandalf circles around it, a Puzzled look on his face. Gandalf slowly reaches for the ring. His fingers barely touch the ring...the creepy Hum rises on the soundtrack. Gandalf is sitting in front of the fire, with his pipe...staring into the flickering flames.


                                                   (CONTINUED)
                                                            22.

CONTINUED:


                   BILBO (V.O.)
         It's mine, my own, my precious.
                   GANDALF
             (to himself)
         Riddles in the dark.
                   FRODO (O.S.)
         Bilbo! Bilbo!

Frodo rushes into Bag End...he stops and picks up the ring at his feet. Gandalf continues staring into the fire, as if locked in thought.

                   GANDALF
             (to himself)
         My precious...precious..
                   FRODO
             (quietly)
         He's gone, hasn't he? Frodo steps into
         the living room.
                   FRODO (CONT'D)
         He talked for so long about leaving...I
         didn't think he'd really do it.
                    GANDALF
             (mutters to himself)
         ...my own.
                    FRODO
         Gandalf?

Gandalf turns...his eyes locking onto the ring in Frodo's fingers.

                   GANDALF
         Bilbo's ring.

Gandalf sorts hurriedly through Bilbo's papers...

                   GANDALF (CONT'D)
         He's gone to stay with the Elves. He's
         left you Bag End...

Gandalf holds out the envelope...Frodo drops the ring into it.

                   GANDALF (CONT'D)
         ...along with all his possessions.

Gandolf seals the envelope with wax. He hands it to Frodo.

                                                   (CONTINUED)
                                                           23.

CONTINUED: (2)


                   GANDALF (CONT'D)
         The ring is yours now. But it somewhere
         out of sight. Gandalf rises hurriedly and
         starts to gather his things.
                   FRODO
         Where are you going?
                   GANDALF
         I have some things I must see to.
                   FRODO
         What things?
                      GANDALF
         Questions.     Questions that need
         answering.
                   FRODO
         You've only just arrived!    I don't
         understand...

Gandalf is already at the door, he turns to Frodo.

                   GANDALF
         Neither do I. Keep it secret, keep it
         safe.

Gandalf hurries out the door...leaving FRODO standing alone in the Bag End.

ANGLE ON: THE ENVELOPE

The camera pushes in...the hum of the ring comes up on the soundtrack. The camera pushes through the white paper to the ring...beneath the hum the whispered murmur of BLACK SPEECH can be heard.

                                                     CUT TO:

EXT. BARAD-DUR -- NIGHT

The jagged ruins of" BARAD-DUR. THE DARK TOWER! TEASING IMAGES: THE HUGE DARK TOWER OF BARAD-DUR is being rebuilt! Thousands of ORCS crawl over the surface, hauling stone and iron up the towering heights.

WIDE ON: MOUNT DOOM...A HUGE, BILLOWING CLOUD OF BLACK FILTH

grows and spreads across the red streaked sky...casting a shadowy pall over the nightmarish landscape.


                                                 (CONTINUED)
                                                          24.

CONTINUED:


                     GOLLUM (O.S.)
         Baggins!    Shire!!
                                                       CUT TO:

EXT. MINAS MORGUL -- NIGHT

NINE BLACK RIDERS burst out of Minas Morgul and charge toward Camera.

EXT. THE WEST ROAD, GONDOR -- DAY

WIDE ON: A LONE HORSEMAN gallops to the crest of a hill on the west road. The main highway south to Minas Tirith...he looks toward the saw toothed mountains of Mordor... ...seeping out across the blood red sky, his face grave. He spurs his horse on.

                                                       CUT TO:

INT. CITADEL, MINAS TIRITH -- NIGHT

ANGLE ON: GANDALF

making is way down into the lower depths of the Citidel.

                                                       CUT TO:

INT. CITADEL CHAMBER, MINAS TIRITH -- NIGHT

CLOSE ON: Pages flipping as Gandalf searches ancient scrolls and books placed high on a wooden table. His eyes settle on one old parchment. He murmurs hurriedly to himself, reading.

                   GANDALF
             (reading)
         The year 3434 of the Second Age...here
         follows the account of Isildur, High King
         of Gondor, and the finding of the ring of
         power.
                                                  DISSOLVE TO:

CLOSE ON: ISILDUR, TRIUMPHANT, REACHES FOR THE ONE RING, HIS

EYES FIXATED ON IT.

                   GANDALF
             (reading)
         It has come to me...the ring of power!
                   (MORE)


                                                  (CONTINUED)
                                                            25.

CONTINUED:

                   GANDALF (CONT'D)
         It shall be an heirloom of my
         Kingdom...all those who follow in my
         bloodline shall be bound to its fate, for
         I will risk no hurt to the
                   GANDALF (CONT'D)
         ring...it is precious to me, though I buy
         it with great pain...

CLOSE ON: ELVISH LETTERING MARKS ON THE FADED OLD DOCUMENT

IN GANDALF'S HAND.

                   GANDALF
             (reading)
         The marking upon the band begin to
         fade...the writing which at first was as
         clear as red flame, has all but
         disappeared...a secret now that only fire
         can tell...
                                                     CUT TO:

EXT. HOBBIT FARMHOUSE -- EVENING

FARMER MAGGOT is chopping wood in his garden CLOSE ON: SNORTING HORSE NOSTRILS...as the shadow of a black rider looms over a Hobbit House. Terrified, FARMER MAGGOT cowers in his doorway...FANG, his dog, Whimpers and backs away.

                   BLACK RIDER
             (hissing)
         Shire? Baggins?
                   FARMER MAGGOT
             (terrified)
         There's no Bagginses around here! They
         are all up in Hobbiton...that way.

The BLACK RIDER GALLOPS AWAY AT SPEED

                                                     CUT TO:

INT. GREEN DRAGON INN -- NIGHT

ANGLE ON: ROSIE COTTON

bids the last of the Patron's "Goodnight"...Sam meets her eyes for a moment as he and Frodo leave the inn.

                                                           26.


EXT. BAG END -- NIGHT

WIDE ON: FRODO FAREWELLS SAM outside Bag End, and heads towards the front door. Creepy POV from inside Bag end: Frodo coming up the path.

                                                       CUT TO:

INT. BAG END HALLWAY -- NIGHT

                                                     ANGLE ON:

FRODO enters Bag End...he immediately Pauses, sensing that something is amiss. All is quiet...Frodo peers uneasily into the darkened living room. SUDDENLY! A large figure looms out of the shadows, reaching for Frodo. Frodo lets out a startled cry, pulls himself free and spins around to face his Assailant. Gandalf steps into a shaft of moonlight. Paranoia blazes in his eyes. His clothes are dirty and ragged from much traveling. Hair and beard much longer an unkempt.

                   GANDALF
             (urgent whisper)
         Is it secret? Is it safe?
                                                       CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

Frodo pulls the envelope out of an old chest. Gandalf, suspicious, Alert. Without a word, Gandalf takes the envelope and tosses it into the fireplace!

                   FRODO
             (bewildered)
         What are you doing?

Flames instantly consume the envelope...revealing the ring, as it sinks into the red hot embers. Gandalf reaches into the fire with a pair of tongs...he lifts the ring out.

                   GANDALF
         Hold out your hand, Frodo...it is quite
         cool.

Gandalf drops the ring into Frodo's hand...he reacts to its weight.

                   GANDALF (CONT'D)
         What can you see? Can you see anything?
                   FRODO
         Nothing...there's nothing.   Wait...
                                                   (CONTINUED)
                                                           27.

CONTINUED:


CLOSE ON: The Gold Band of the ring as fiery letters begin to appear...a tiny inscription glows red...as if burning from within.

                   GANDALF
         ...these are markings.

CLOSE ON: GANDALF...STILL...TENSE

                   FRO DO
         It's some form of Elvish...I can't read
         it.
                   GANDALF
             (ominous)
         There are few who can...the language is
         that of Mordor, which I will not utter
         here.

Mordor?

                   FRODO
         GANDALF

In the common tongue it says, "One ring to rule them all, One ring to find them, One ring to bring them all, and in the darkness bind them."

                                                       CUT TO:

INT. BAG END KITCHEN -- NIGHT

CLOSE ON: The ring lies on Frodo's simple kitchen table.

                   GANDALF
         This is the one ring forged by the dark
         lord, Sauron, in the fires of Mt
         Doom...taken by Isildur from the hand of
         Sauron himself.

CLOSE ON: FRODO...STUNNED

                   FRODO
             (quiet realization)
         Bilbo found it...in Gollom's cave.
                   GANDALF
         For sixty years the ring lay quiet in
         Bilbo's keeping, prolonging his life,
         delaying old age...but no longer, Frodo.
         Evil is stirring in Mordor. The ring has
         awoken. It has heard its master's call.
                   (MORE)
                                                   (CONTINUED)
                                                           28.

CONTINUED:

                   GANDALF (CONT'D)
         AT THAT MOMENT: A FLEETING, LOW WHISPER
         of BLACK SPEECH

emanates from the Ring. Frodo looks at Gandalf, each knowing the other has heard it.

                    FRODO
         But he was destroyed...Sauron was
         destroyed.

ANGLE ON: THE RING

lies between them on the table.

                   GANDALF
         No, Frodo. The spirit of Sauron has
         endured. His life force is bound to the
         ring and the ring survived. Sauron has
         returned. His Orcs have multiplied...his
         fortress of Barad- dur is rebuilt in the
         land of Mordor. Sauron needs only this
         ring to cover all the lands in the second
         darkness. He is seeking it, seeking it,
         all his thought is bent on it. For the
         ring yearns, above all else, to return to
         the hand of its master: they are one, the
         ring and the dark lord. Frodo, he must
         never find out. SUDDENLY Frodo scoops up
         the Ring.
                    FRODO
         Alright!
                                                       CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

ANGLE ON: FRODO

hurriedly entering the living room.

                   FRODO
             (thinking fast)
         We put it away, we keep it hidden! We
         never speak of it again. No one know
         it's here, do they? Gandalf shifts
         uncomfortably.
                   FRODO (CONT'D)
         Do they, Gandalf?

Gandalf looks at Frodo, sadly...


                                                   (CONTINUED)
                                                           29.

CONTINUED:


                    GANDALF
         There is one other who knew that Bilbo
         had the Ring. I looked everywhere for
         the creature Gollum, but the enemy found
         him first.
                                                       CUT TO:

INT. BARAD-DUR -- NIGHT

CLOSE ON: A teasing Glimpse of Gollum being tortured by the Orcs. The wretched creature screams in pain.

                   GANDALF (V.O.)
         I don't know how long they tortured
         him...but amidst the endless screams and
         inane babble, they discerned two words.
                   GOLLUM
             (screaming)
         S...Shire! Baggins!
                                                       CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

CLOSE ON: FRODO'S HORRIFIED FACE!

                    FRODO
         Shire!   Baggins!   That will lead them
         here!
                                                       CUT TO:

EXT. SHIRE LANE, SOUTH FARTHING -- NIGHT

IMAGE: On a dark country lane, a Hobbit bounder lifts his watch lantern in alarm.

                     HOBBIT BOUNDER
         Halt!    Who goes there?

Out of the darkness thunder two BLACK RIDERS...A LETHAL SWORD swings down at the small Hobbit bounder.

                                                       CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

FRODO thrusts the ring at Gandalf.

                    FRODO
         Take it!   Take it!
                                                   (CONTINUED)
                                                          30.

CONTINUED:


                   GANDALF
         No, Frodo...
                   FRODO
         You must take it.
                   GANDALF
         You cannot offer me this ring.
                   FRODO
         I'm giving it to you!
                   GANDALF
         Don't tempt me, Frodo. I dare not take
         it, not even to keep it safe.

CLOSE ON: THE RING IN FRODO'S HAND...

                   GANDALF
         Understand, Frodo...I would use this Ring
         from a desire to do good...but through
         me, it would wield a power too great and
         terrible to imagine.
                   FRODO
         But it cannot stay in the Shire!
                   GANDALF
         No, no it can't.

CLOSE ON: THE RING IN FRODO'S CLENCHED HAND.

                   FRODO
         What must I do?
                                                      CUT TO:

INT. FRODO'S BEDROOM -- NIGHT

ANGLE ON: FRODO

throwing clothes into a knapsack...Gandalf watches him, making plans...

                   GANDALF
         You must leave, and leave quickly. Get
         out of the Shire.
                    FRODO
         Where?   Where shall I go?
                   GANDALF
         Make for the village of Bree.
                                                  (CONTINUED)
                                                             31.

CONTINUED:


                      FRODO
           Bree?   What about you?
                     GANDALF
           I will, be waiting for you at the Inn of
           the Prancing Pony. Frodo packs his food
           into his knapsack.
                     FRODO
           And the ring will be safe there?
                     GANDALF
           I don't know, Frodo. I don't have any
           answers. I must see the Head of my
           Order. He is both wise and powerful.
           Trust me, Frodo. He'll know what to go.
                                                         CUT TO:

INT. BAG END LIVING ROOM -- NIGHT

Frodo is preparing to leave.

                     GANDALF
           You'll have to leave the name of Baggins
           behind you...for that name is not safe
           outside the Shire. GANDALF helps FRODO
           into his coat.
                     GANDALF (CONT'D)
           Travel only by day and stay off the road.
                     FRODO
               (thinking)
           I can cut across country easily enough.

Gandalf looks at the young Hobbit, moved by his courage.

                     GANDALF
           My dear Frodo, Hobbits really are amazing
           creatures. You can learn all that there
           is to know about their ways in a month,
           and yet, after a hundred years, they can
           still surprise you.

SUDDENLY! A SOUND from outside.

                       GANDALF (CONT'D)
           Get down!

GANDALF FREEZES... he moves quietly towards the window, eyes wide with tension. He raises his staff above the window, and slams it down on the intruder. THERE IS A YELP OF PAIN!

                                                     (CONTINUED)
                                                            32.

CONTINUED:

Gandalf hauls a small figure into the room...SAM GAMGEE sprawls across the floor! He looks up in terror as Gandalf looms over him.

                   GANDALF (CONT'D)
             (angry)
         Confound it all! Samwise Gamgee, have
         you been eavesdropping?
                   SAM
         I ain't been dropping no eaves, sir!
         Honest. I was just cutting the grass
         under the window there, if you follow
         me...
                   GANDALF
         It's a little late for trimming the
         hedges, don't you think?
                   SAM
         I heard raised voices...
                   GANDALF
         What did you hear?   Speak!
                    SAM
             (panicked)
         Nothing important...that is, I heard a
         good deal about a ring...and a Dark Lord.
         And something about the end of the world,
         but...Please, Mr. Gandalf, sir, don't
         hurt me! Don't turn me into anything
         unnatural!
                   GANDALF
         No?

FRODO SMILES

                   GANDALF
         Perhaps not. I've thought of a better
         use for you.
                                                     CUT TO:

EXT. HOBBITON FIELDS -- PRE DAWN

Wide on: HOBBITON...shrouded in a white veil of MIST. WIDER: To reveal Gandalf, Frodo and Sam hurrying across a ploughed field, away from Hobbiton! Gandalf leads his Horse...Frodo and Sam are carrying knapsacks.



                                                 (CONTINUED)
                                                            33.

CONTINUED:


                   GANDALF (V.O.)
         Come along, Samwise...keep up...
                                                       CUT TO:

EXT. HOBBITON WOODS -- DAY

Gandalf leads Frodo and Sam under the cover of Woods.

                   GANDALF (V.O.)
         Be careful, both of you. The Enemy has
         many spies in his service, many ways of
         hearing...birds, beasts...

Gandalf takes Frodo to one side...

                   GANDALF (CONT'D)
             (low voice)
         Is it safe?

FRODO NODS...he pats his pocket.

                   GANDALF (CONT'D)
         Never put it on, for then the agents of
         the Dark Lord will be drawn to its
         power...Always remember, Frodo, the ring
         is trying to get back to its master...it
         wants to be found. Gandalf wheels his
         horse and gallops away.
                                                       CUT TO:

EXT. GREEN HILL COUNTRY -- DAY

MONTAGE: FRODO AND SAM hiking over the gentle Shire Countryside...wading through a shallow stream...heating a kettle over a small fire...clambering over stone walls.

                                                       CUT TO:

EXT. GREEN HILL COUNTRY -- AFTERNOON

Sam stops short...taking stock of his surroundings. Sam looks back from where they came.

                   SAM
         This is it.
                   FRODO
         This is what?



                                                   (CONTINUED)
                                                            34.

CONTINUED:


                   SAM
         If I take one more step it'll be the
         farthest away from home I've ever been.

FRODO gives Sam a pat on the shoulder.

                   FRODO
         Come on, Sam.

Sam takes a deep breath and steps forward. CLOSE ON: SAM'S brown, furry foot hits the ground.

FRODO IS SMILING.

                   FRODO
         Remember what Bilbo used to say...it's a
         dangerous business...

Frodo and Sam continue their journey.

                   BILBO (V.O.)
         ... it's a dangerous business, Frodo,
         going out your door...you step onto the
         road, and if you don't keep your feet,
         there's not knowing where you might be
         swept off to.
                                                     CUT TO:

EXT. ISENGARD VALLEY -- DAY

Gandalf is galloping along the outskirts of the ancient forest of Fangorn. Nestled in a basin at the foot of the distant Misty Mountains, the tall black tower of Orthanc is clearly visible

EXT. ISENGARD VALLEY -- DAY

Gandalf gallops through the gate, into the fortress of ISENGARD...a great ring-wall of stone, a mile from rim to rim, encloses beautiful trees and gardens, watered by streams that flow down from the mountains.

                   SARUMAN (V.O.)
         Smoke rises once more from the mountain
         of doom...the shadow takes shape in the
         darkness of Mordor; the hour grows
         late...and Gandalf the Grey rides to
         Isengard seeking my counsel...

The strange tower of Orthanc...hewn from a solid pillar of black obsidian...rises up in the center of the Isengard Circle. Gandalf arrives at the foot of the Orthanc Stairs.

                                                           35.


ANGLE ON: SARUMAN, THE WHITE WIZARD

he sweeps down the Orthanc stairs.

                   SARUMAN
         For that is why you have come, is it not,
         my old friend?

Gandalf moves quickly towards him, grimy and weary from his long ride.

                    GANDALF
         Saruman!
                                                       CUT TO:

EXT. ISENGARD GARDENS -- DAY

Gandalf and Saruman walk slowly between the beautiful trees of Isengard, Saruman's clean, white robe contrasts with Gandalf's dusty grey robes.

                   SARUMAN
         Are you sure of this?
                   GANDALF
         Beyond any doubt.
                   SARUMAN
         So the ring of power has been found?
                   GANDALF
         All these long years it was in the Shire,
         under my very nose.
                   SARUMAN
         And yet you did not have the wit to see
         it! Your love of the Halfling's leaf has
         clearly slowed your mind.
                   GANDALF
         We still have time...time enough to
         counter Sauron...if we act quickly.
                    SARUMAN
         Time?   What time do you think we have?
                                                       CUT TO:

INT. ORTHANC ANTE-CHAMBER -- DAY

Saruman and Gandalf are seated in a small, cluttered room to the side of the cavernous central chamber.

                                                   (CONTINUED)
                                                           36.

CONTINUED:


                   SARUMAN
         Sauron has regained much of his former
         strength. He cannot yet take physical
         form...but his spirit has lost none of
         its potency. Concealed within his
         fortress, the lord of Mordor sees all.
         His gaze pierces cloud, shadow, earth,
         and flesh. You know of what I speak,
         Gandalf...a great Eye, lidless, wreathed
         in flame.
                   GANDALF
             (softly)
         The eye of Sauron.
                   SARUMAN
         He is gathering all evil to him.
                   SARUMAN (CONT'D)
         Very soon he will have summoned an army
         great enough to launch an assault upon
         Middle earth.
                   GANDALF
         You know this? How?
                   SARUMAN
         I have seen it.

Gandalf and Saruman stride through Orthanc toward a stone plinth on which a sphere like shape is draped with a cloth...

                   GANDALF
         A palantir is a dangerous tool, Saruman.

Saruman lifts the cloth to reveal the Palantir.

                    SARUMAN
         Why?   Why should we fear to use it?
                   GANDALF
         They are not all accounted for, the lost
         seeing-stones...we do not know who else
         may be watching. Gandalf throws the cloth
         back over the Palantir.

FLASH IMAGE: A FIERY EYE!

Saruman sits upon his throne.



                                                   (CONTINUED)
                                                           37.

CONTINUED:


                   SARUMAN
         The hour is later than you think.
         Sauron's forces are already moving...the
         Nine have left Minas Morgul.
                   GANDALF
             (shocked)
         The nine!
                   SARUMAN
         They crossed the river Isen in
         Midsummer's eve, disguised as riders in
         black.
                   GANDALF
             (alarmed)
         They have reached the Shire? Saruman
         shrugs...
                   SARUMAN
         They will find the ring...and kill the
         one who carries it.

Gandalf backs away and turns to run to the door...horrified as the doors suddenly slam shut.

                   SARUMAN (CONT'D)
         You did not seriously think a Hobbit
         could contend with the will of Sauron?
         There are none who can.

Gandalf slowly turns to Saruman...a look of dawning horror.

                   SARUMAN (CONT'D)
         Against the power of Mordor, there can be
         no victory. We must join with him,
         Gandalf. We must join with Sauron. It
         would be wise, my friend.
                   GANDALF
             (deadly)
         Tell me, friend, when did Saruman the
         wise abandon reason for madness?

At that moment: Gandalf is suddenly blasted across the room! He slams against the wall...pinned there by some unseen force. With sudden effort, Gandalf wrenches himself off the wall and swings his staff on Saruman...blasting him off his feet! Gandalf and Saruman battle, powerful blasts throwing them across the room. SARUMAN SCREAMS, EYES BLAZING! Gandalf's staff is suddenly wrenched from his grasp...it flies across the chamber into Saruman's hand! Gandalf is flung to the floor.

                                                   (CONTINUED)
                                                           38.

CONTINUED: (2)


                   SARUMAN
         I gave you the chance of aiding me
         willingly, but you have elected the way
         of pain.

Gandalf is breathing hard on the floor, his eyes look into the madness of Saruman... Commanding two staffs, Saruman sends Gandalf into a sickening spin. Gandalf tumbles towards the top of the chamber...as if falling in reverse. Rushing POV: the roof of Orthanc rockets toward camera.

                                                       CUT TO:

EXT. FARMER'S FIELDS -- DAY

Wide on: Frodo and Sam walking along a country lane which borders Farmer Maggot's Fields. Sam is looking up...Frodo has disappeared around a corner in the lane.

                    SAM
              (panicked)
         Mr. Frodo. Mr. Frodo! Frodo turns,
         surprised as Sam comes running towards
         him.
                   SAM (CONT'D)
             (worried)
         I thought I lost you. Frodo looks at Sam
         suspiciously. Sam glances down,
         embarrassed.
                   FRODO
             (teasing)
         What are you talking about?
                   SAM
             (mumbling)
         It's just something Gandalf said...
                   FRODO
         What did he say?
                   SAM
         He said..."Don't you leave him, Samwise
         Gamgee."
             (looks at Frodo intently)
         And I don't mean to.
                   FRODO
             (laughing)
         Sam...we're still in the Shire...what
         could possibly happen?


                                                   (CONTINUED)
                                                              39.

CONTINUED:


SUDDENLY! A figure comes crashing out of a hedgerow sending Frodo flying. Frodo picks himself up, only to be knocked back down again by Pippin.

                    PIPPIN
         Frodo!   Merry, it's Frodo Baggins.
                   MERRY
         Hello Frodo

Merry, Pippin, and Frodo picking themselves up... a variety of vegetables have scattered everywhere.

                   SAM
         What's the meaning of this!
                   MERRY
         Sam, hold this...

Merry gives Sam a large cabbage.

                   SAM
             (accusing)
         You've been into Farmer Maggot's crop!

A large pitchfork can be seen racing towards them along the Hedgerow...angry shouts from Farmer Maggot.

                   FARMER MAGGOT    (O.S.)
         Who's that in my field!     Get out of it!
         Get out of my field, you    young varmits!
         I'll show you...get out    of my corn.

Merry and Pippin hurriedly gather their booty and race away...with Frodo and Sam on their heels.

                   MERRY
             (looking behind him)
         I don't know why he's so upset, it's only
         a couple of carrots.
                   PIPPIN
         And some cabbages...and those three bags
         of potatoes that we lifted last week.
         And then the mushrooms the week before.
                   MERRY
         Yes, Pippin, my point is, he's clearly
         over reacting.

The BAYING OF LARGE DOGS sounds!


                                                      (CONTINUED)
                                                            40.

CONTINUED: (2)


                   PIPPIN
         Run!
                                                     CUT TO:

EXT. WOODED ROAD -- DAY

Frodo, Sam, and Merry and Pippin tumble head over heels down a bank, onto a dark, wooded road. CLOSE ON: A winded Pippin, his face inches away from a large pile of Horse droppings...

                   PIPPIN
         That was close.

Frodo picks himself up and looks around quickly.

                   MERRY
             (groaning)
         Ow...I think I've broken something.

Pulls a LARGE CARROT, almost broken through in the middle, out from his back pocket.

                   MERRY (CONT'D)
         Oh.
                   SAM
             (turning on Merry and Pippin)
         Trust a Brandybuck and a Took.
                   MERRY
         What? That was just a detour...a
         shortcut.
                   SAM
         A shortcut to what?

Pippin has spied something under the trees on the far side of the road.

                    PIPPIN
             (excited)
         Mushrooms!

CLOSE ON: SMALL, brown mushrooms growing amongst the Loamy undergrowth. Sam, Merry, and Pippin race toward the mushrooms! Frodo is tense and watchful. He realizes they are on a wooded road. Scattered leaves rise into the air Whirling down the road as if blown by an invisible wind...

                                                            41.


SUDDENLY... THE SOUND OF HORSES HOOVES...

                     FRODO
           I think we should get off the road.

A long drawn WAIL comes down the wind, like the cry of some evil and lonely creature.

                     FRODO (CONT'D)
               (more urgency)
           Get off the road!

Sam grabs Merry and Pippin as the Hobbits quickly scramble down the bank, hiding under a mossy log. THE SOUND OF HOOVES is close... A sinister MOUNTED RINGWRATH steps into view...hooded and faceless, mounted on a huge snarling black horse with insane eyes ! Frodo freezes in terror. The RINGWRAITH pauses right beside their hiding place...he sits very still with his head bowed, listening. From inside the hood comes a sniffing noise as if he is trying to catch an elusive scent; his head turning from side to side.

CLOSE ON: FRODO

Beads of sweat gather on his brow. The ringwraith suddenly slides off his horse, leaning over the mossy log, peering suspiciously into the woods.

CLOSE ON: FRODO

He is drawing the ring out of his pocket, with trembling hands...his face fevered and sweating as if in the grip of some terrible INTERNAL STRUGGLE. The SOUND OF SNIFFING intensifies as the ringwraith darts his head from side to side like a bird of party.

CLOSE ON: FRODO SQUEEZING HIS EYES SHUT...

QUICK PSYCHIC BLASTS! AND EVIL DARK TOWER...A GREAT EYE...A

BURST OF FLAME.

ANGLE ON: SAM LOOKING AT FRODO WITH CONCERN

                     SAM
           Frodo?

Merry desperately hurls the mushrooms across the road...the ringwraith spins around at the sound, and darts to the far side of the road with frightening speed. Frodo instantly slumps...as if a PSYCHIC LINK had been broken


                                                 (CONTINUED)
                                                            42.

CONTINUED:


                   MERRY
         What was that?

Frodo is staring, a look of shock on his face at the ring lying in the palm of his hand.

EXT. FERRY LANE -- NIGHT

Frodo, Sam, Merry, and Pippin hurry through the trees...slipping and sliding on the muddy ground.

                     SAM
         Anything?
                     FRODO
         Nothing.
                   PIPPIN
         What is going on?

Merry moves past pippin, toward Frodo, watching intently...Sam keeps looking around nervously.

                   MERRY
         The Black rider was looking for
         something...or someone...Frodo?
                     SAM
         Get down!

The SILHOUETTE OF A BLACK RIDER looms against the skyline. The Four Hobbits... sprawled on the ground, holding their breath. The BLACK RIDER turns and departs.

                   FRODO
         I have to leave the Shire...Sam and I
         must get to Bree.

Merry looks at his friend...realizing Frodo is in deep trouble.

                   MERRY
         Right...Buckleberry Ferry...follow me !

The Hobbits break cover. SUDDENLY, A RINGWRAITH bursts out of the forest TOWARD THEM!

                   MERRY (CONT'D)
         There's another one!! Frodo, this way! !

The Hobbits run THE RINGWRAITH SHRIEKS!

                                                   QUICK CUTS:
                                                   (CONTINUED)
                                                           43.

CONTINUED:


Black horse hooves... snarling horse mouths...a fleeting black cowl.

                   MERRY (CONT'D)
         Frodo, follow me!
                                                        CUT TO:

EXT. BUCKLEBERRY FERRY -- NIGHT

FRODO, SAM, MERRY AND PIPPIN, are running towards the wide, placid Brandywine river...and the FERRY.

                   MERRY
         Get the ropes, Sam.

QUICK ANGLES: STOMPING HOOVES...SNARLING HORSES...

Four RINGWRAITHS are speeding through the Fog...converging on the FERRY CROSSING. The HOBBITS stampede across the Wharf and Tumble onto the Ferry.

                   SAM
             (screaming)
         Frodo!

Frodo races across the Wooden Wharf, followed by the ringwraiths. He leaps into the Ferry.

CLOSE ON: HOOVES THUNDER DOWN THE WOODEN WHARF!

Sam and Merry shove off with the poles...the ferry slides out into the river, just as the ringwraiths arrive. They pull up on the end of the wharf... shrieking with rage! The Hobbits cover their ears. The Ringwraiths wheel their horses towards the north and Gallop away along the river bank, quickly disappearing into the fog.

                   FRODO
         How far to the nearest crossing?
                   MERRY
         The brandwine bridge...twenty miles.
                                                        CUT TO:

EXT. BREE GATE -- NIGHT

                                                      ANGLE ON:

Lights of Bree...a small village of stone and half timbered houses nestled against a low wooded hill.


                                                 (CONTINUED)
                                                            44.

CONTINUED:

A thick hedge surrounds the village...a great gate bars the western entrance.

                                                     CLOSE ON:

FRODO, SAM, MERRY AND PIPPIN approaching the gatehouse...wild eyes, ragged, and out of breath.

                    FRODO
         Come on.

A SURLY GATEKEEPER glances down at them.

                   GATEKEEPER
         What do you want?
                   FRODO
         We're headed for the prancing pony.

The gatekeeper swings his lantern onto the hobbits, bathing them in an uncomfortable yellow spotlight.

                   GATEKEEPER
         Hobbits! Four Hobbits, and what's more,
         out of the Shire by your talk. What
         business brings you to Bree?
                   FRODO
         We wish to stay at the inn...our business
         is our own. To Frodo's relief, the
         Gatekeeper unlocks the gate.
                   GATEKEEPER
         All right, young sir, I meant no offense.

The Hobbits gratefully enter Bree...the gatekeeper eyeing them curiously in the lantern light.

                   GATEKEEPER (CONT'D)
         It's my job to ask questions after
         nightfall. There's talk of strange fold
         abroad...can't be too careful.
                                                       CUT TO:

EXT. BREE STREETS -- NIGHT

The tall BREE FOLK loom over the nervous little hobbits as Frodo, Sam, Merry and Pippin make their way through the Narrow Streets. Tall buildings tower above them...lights glow dimly from behind thick curtains.



                                                (CONTINUED)
                                                           45.

CONTINUED:

Close on: The sign of the "PRANCING PONY INN"...Frodo, Sam, Merry, and Pippin hurry toward it.

                                                       CUT TO:

INT. "PRANCING PONY" RECEPTION -- NIGHT

Frodo, Sam, Merry and Pippin come rushing in. Frodo attracts the INN KEEPERS'S attention.

                      FRODO
         Excuse me.
                    BUTTERBUR
         Good evening, little masters. If you're
         seeking accommodation, we've got some
         nice, cozy Hobbit sized rooms available,
         Mr...ah...
                   FRODO
         Underhill...my name's Underbill.
                      BUTTERBUR
         Underhill?     Hmmmm.
                   FRODO
         We're friends of Gandalf the Grey...can
         you tell him we've arrived? BUTTERBUR
         frowns...
                   BUTTERBUR
             (Puzzled)
         Gandalf...Gandalf...Oh...
             (recognition)
         Oh yes! I remember...elderly chap...big
         grey beard...pointy hat? Frodo nods with
         relief...Butterbur shakes his head.
                   BUTTERBUR (CONT'D)
         Not seen him for six months. Frodo is
         shocked.
                   SAM
             (worried whisper)
         What do we do now?

INT. PRANCING PONY INN -- NIGHT

Wide on: the noise, smokey Inn. It is dimly lit, cheifly from a blazing log fire...and crowded with a mixture of BIG FOLK, LOCAL HOBBITS, and a couple of dwarfs. Frodo, Sam, Merry and Pippin are sitting at a table against the wall... clearly trying to remain Quiet and inconspicuous... Sam can't help himself...he keeps casting nervous glances around.

                                                   (CONTINUED)
                                                            46.

CONTINUED:


                   FRODO
         Sam, he'll be here.    He'll come.

Merry ploinks himself down at a table, carrying a very large mug of beer.

                   PIPPIN
         What's that?
                   MERRY
         This, my friend, is a pint.
                   PIPPIN
         It comes in pints?    I'm getting one!

Sam watches Pippin rise unsteadily to his feet and head to the bar.

                   SAM
         You've had a whole half already. Merry
         watches Pippin go.

A COUPLE OF SWARTHY MEN leaning against the bar glance at Frodo, then quickly look away.

                   SAM (CONT'D)
             (tense)
         That fellow's done nothing but stare at
         you since we've arrived.

Sam indicates a BROODING STRANGER who sits alone at a table in the far corner, smoking a curiously carved long stemmed pipe, peering from beneath a travel stained cowl with gleaming eyes. Frodo gestures to Butterbur...

                   FRODO
         Excuse me, that man in the corner, who is
         he?
                   BUTTERBUR
         He's one of them Rangers; they're
         dangerous folk they are, wandering the
         wilds. What his right name is, I never
         heard, but round here he's known as
         Strider.
                   FRODO
             (to himself)
         Strider.

BENEATH TABLE: FRODO'S fingers are nervously TOYING WITH THE RING.

                                                           47.


CLOSE ON: FRODO

Sweat runs down his brow. The Strange hum of the Ring spills into the Soundtrack.

"Baggins...Baggins..." a creepy whisper seems to fill Frodo's head...sound that dissolves into Pippin's loud voice:

                   PIPPIN
         Baggins? Sure, I know a Baggins...he's
         over there...

ANGLE ON: PIPPIN

sitting at the bar, chatting with Locals. Frodo leaps to his feet and pushes his way towards the bar.

                   PIPPIN
             (loudly)
         Frodo Baggins. He's my second cousin
         once removed, on his mother's side and my
         third cousin twice removed on his
         father's side...if you follow me.

Frodo grabs Pippin's sleeve, spilling his beer.

                   FRODO
         Pippin!
                   PIPPIN
         Steady on, Frodo!

Pippin pushes Frodo away...he stumbles backwards, and falls to the floor. At that instant, the Inn goes silent and all the attention turns to Frodo...

                                                     CLOSE ON:

The ring...in agonizing Slow motion we watch as it seems to hang in the air for a split second...then crashes down onto his out stretched finger. FRODO VANISHES! There is a sharp intake of breath...followed by total silence.

                                                       CUT TO:

EXT. BREE COUNTRYSIDE -- NIGHT

The RINGWRAITHS turn sharply in their saddles...Instantly aware that the ring is being worn. They spur their horses towards the distant lights of Bree.

                                                           48.


INT. "PRANCING PONY" INN -- NIGHT

Sam looks sick; Pippin instantly sobers, realizing his folly; the brooding stranger frowns...and the inn erupts into excited babble.

                                       IN THE TWILIGHT WORLD:
                                                     ANGLE ON:

FRODO: as he finds himself in the TWILIGHT WORLD of the ring: THE EXCITED CROWD ARE suddenly moving in slow motion...distorted voices...a weird photographic negative quality. FRODO is moving in real time; against the slow motion background. He suddenly clutches his head as he is hit with quick images...of a GREAT EYE! AN EVIL CAT-LIKE EYE, wreathed in flames.

VOICE OF SAURON

There is no life here in the void...only cold...only death... FRODO is terrified! He rolls under a table, desperately pulling the ring from his finger. FRODO MATERIALIZES into the real world. AT THAT MOMENT: A LARGE HAND reaches under the table and Grabs Frodo by the collar, and DRAGS HIM AWAY!

                                                       CUT TO:

INT. PRANCING PONY--CORRIDOR -- NIGHT

Frodo is roughly pushed against the wall. The Brooding stranger looms over him.

                   STRIDER
         You draw far too much attention to
         yourself...Mr. Underhill
                                                       CUT TO:

INT. HOBBIT'S ROOM, PRANCING PONY -- NIGHT

Frodo is pushed into the Hobbit's room by Strider.

                   FRODO
         What do you want?
                   STRIDER
         A little more caution from you...that is
         no trinket you carry.
                   FRODO
         I carry nothing.


                                                  (CONTINUED)
                                                          49.

CONTINUED:


                   STRIDER
         Indeed? I can usually avoid being seen
         if I wish, but to disappear entirely...
         that is a rare gift.
                   FRODO
         Who are you?
                   STRIDER
         Are you frightened?
                   FRODO
         Yes.
                   STRIDER
         Not nearly frightened enough. I know
         what hunts you. Frodo jumps at the sound
         of a noise in the corridor. Strider
         deftly draws his sword.

The door bursts open and Sam, Merry and Pippin appear on the doorway. Sam is Squaring off with is fists, Merry brandishes a candlestick, and Pippin a chair.

                   SAM
             (angry)
         Let him go or I'll have you, Longshanks!

STRIDER SHEATHS his sword, a slight smile playing on his lips.

                   STRIDER
         You have a stout heart, little Hobbit,
         but that alone won't save you...You can
         no longer wait for the Wizard, Frodo.
         They're coming.
                                                     CUT TO:

EXT. GATEHOUSE, BREE -- NIGHT

The gate keeper comes out of his Lodgings with a lantern...a look of fear on his face. He approaches the closed gate with great apprehension. CLOSE ON: The Gatekeeper peers out of his Peephole.

CRASH!!

The gate crashed down on the gatekeeper...as four RINGWRAITHS ride into Bree!

                                                            50.


EXT. BREE STREETS -- NIGHT

The four RINGWRAITHS fly done the empty streets, like horsemen of the apocalypse.

INT. PRANCING PONY INN -- NIGHT

LOW ANGLE: the front door FLIES OPEN. The FOUR RINGWRAITHS rush into the PRANCING PONY with WICKED SWORDS DRAWN. CLOSE ON: BUTTERBUR hiding behind his bar... trembling and sweating in TERROR.

INT. HOBBIT'S ROOM, PRANCING PONY -- NIGHT

INSERT: MERRY SNORING SOFTLY ON HIS PILLOW.

INSERT: PIPPIN stirs slightly, then settles back to sleep. WIDE ON: the door creaks open...THE FOUR RINGWRAITHS silently slide into the Hobbit's room. The LOOM above each bed, raising their SHINING SWORDS ABOVE THE SLEEPING HOBBITS. QUICK INSERT: Sam's eyes open wide. In unison, the RINGWRAITS STAB THE HOBBITS, in a Slashing, hacking frenzy.

INT. STRIDER'S ROOM -- NIGHT

Strider is grimly listening to the sounds from his room.

INT. HOBBIT'S ROOM, PRANCING PONY -- NIGHT

Wide on: the RINGWRAITHS step back from the slashed beds in triumph. CLOSE ON: a hacked blanket is pulled back to reveal nothing but a shredded pillow. The RINGWRAITHS SHRIEK WITH RAGE!! INSERTS: Sam sits up with a start! Close on: Another shredded pillow is revealed! More Shrieks of rage. INSERT: PIPPIN AND MERRY wake with a start.

                                                       CUT TO:

INT. STRIDER'S ROOM -- NIGHT

WIDE ON: Sam, Merry, and Pippin have been sleeping on Strider's bed. Frodo stands next to Strider by the window, peering out nervously as furious Ringwraith screeches echo across the courtyard from the Hobbits room.

                   FRODO
         Where are they?
                   STRIDER
         They were once men. Strider glances
         quickly at Frodo, then looks away...


                                                (CONTINUED)
                                                          51.

CONTINUED:


                   STRIDER (V.O.) (CONT'D)
             (quietly)
         Great Kings of men. Then Sauron the
         deceiver gave to them Nine Rings of
         Power. Blinded by their greed they took
         them without question, one by one falling
         into darkness and now they are slaves to
         his will.

Strider looks from the window as the Ringwraiths gallop down the Bree Streets. CLOSE ON: Strider turns back to the Hobbits, his face lit faintly by the Glowing Embers of the Fire.

                   STRIDER (CONT'D)
         They are the Nazgul, Ringwraiths, neither
         living or dead. At all times they feel
         the presence of the ring...drawn to the
         power of the one..they will never stop
         hunting you.
                                                       CUT TO:

EXT. CHETWOOD FOREST -- DAY

                                                     ANGLE ON:

STRIDER, MERRY, PIPPIN, AND FRODO march through a gloomy, overgrown forest. Sam follows at the read leading "Bill", a scrawny pony, who is laden with supplies.

                   FRODO
         Where are you taking us?
                   STRIDER
         Into the wild.

Frodo watches uneasily as Strider moves off into the cover of the trees...

                   MERRY
             (whispered aside)
         How do, we know this Strider is a friend
         of Gandalf?
                   FRODO
         We have no choice but to trust him.
                   STRIDER
         But where is he leading us?
                                                     ANGLE ON:


                                                (CONTINUED)
                                                            52.

CONTINUED:


Strider stops, casts a glance back at Sam.

                   STRIDER (CONT'D)
         To Rivendell, Master Gamgee...to the
         house of Elrond.

SAM looks excited.

                   SAM
         Did you hear that, Bill? Rivendell!
         We're going to see the Elves!

Strider leads the Hobbits through the gloom of the forest.

                                                      CUT TO:

EXT. MIDGEWATER MOORS -- DAY

Aerial on: Strider leading Frodo, Sam, Merry, and Pippin across the windswept moors. The hobbits suddenly stop and unstrap their knapsacks.

                    STRIDER
         Gentlemen, we do not stop until
         nightfall.
                   PIPPIN
         What about breakfast?
                   STRIDER
         You've already had it.
                   PIPPIN
         We've had one, yes...but what about
         Second Breakfast?

Strider stares at Pippin blankly, then turns away, shaking his head.

                   MERRY
         I don't think he knows about second
         breakfast, Pip.
                   PIPPIN
         What about Elvenses, Luncheon, Afternoon
         Tea, dinner...he knows about them,
         doesn't he?
                   MERRY
         I wouldn't count on it.

An apple is thrown to Merry, who deftly catches it. Another, aimed at Pippin, catches him on the forehead.

                                                (CONTINUED)
                                                           53.

CONTINUED:


                   MERRY (CONT'D)
             (exasperated)
         Pippin!

The hobbits trudge through rain, looking tired, hungry, and miserable.

                                                       CUT TO:

INT. ORTHANC ANTE-CHAMBER -- NIGHT

Saruman stands over the Palantir, his hands cupping the massive eye.

                   SARUMAN
             (whisper)
         The power of Isengard is at your command,
         Sauron, Lord of the Earth.

ON THE SOUNDTRACK: BLACK SPEECH FILLS THE ROOM...ADMIST THE

HARSH, GUTTURAL WORDS THE VOICE OF SARUMAN EMERGES.

                   SARUMAN
         Build me an army worth of Mordor.

INT. ORTHANC ANTE-CHAMBER -- NIGHT

Saruman is seated as his ORC OVERSEER approaches.

                   ORC OVERSEER
         What orders from Mordor, my Lord. What
         does the eye command?
                   SARUMAN
         We have work to do.
                                                       CUT TO:

INT. ISENGARD -- NIGHT

CLOSE ON: GANDALF...lying unconscious on a cold obsidian floor. He wakes to the sound of ripping and tearing...rising onto his knees...lifting his head... Gandalf stands as the camera pulls back to reveal him stranded on the summit of Orthanc. He is marooned on the tiny, flat peak, surrounded on all sides by a sheer 500 FOOT DROP. Another whispering wail rends the air. Gandalf crosses quickly to the edge and peers down: POV: One of the beautiful Isengard trees is being ripped from the ground by the ORCS. Gandalf looks on in Horror as ORCS hack into the trunk with axes.

                                                     ANGLE ON:
                                                   (CONTINUED)
                                                            54.

CONTINUED:


SARUMAN stands in Rain looking out into the dark night...the ORC overseer sidles up to him, axe in hand, sweating with exertion.

                   ORC OVERSEER
         The trees are strong, my Lord.   Their
         roots go deep.
                   SARUMAN
         Rip them all down.

CAMERA CIRCLES SUMMIT: MORE AND MORE TREES are hauled down and killed...as Gandalf looks on in helpless despair.

                                                  DISSOLVE TO:

EXT. WEATHERHILLS -- DAY

Wide on: The rugged countryside as the hobbits journey on, lead by Strider. Strider stops before a distant hill, topped by an Ancient Ruin.

                   SARUMAN
         This was once the great Watchtower of
         Amon Sul. We shall rest here tonight.
                                                       CUT TO:

EXT. WEATHERTOP HOLLOW -- DUSK

                                                    ANGLE ON:

FRODO, MERRY, AND PIPPIN collapse into a small hollow, halfway up Weathertop...they are muddy and exhausted. Stider drops 4 small swords at the Hobbits feet.

                   SARUMAN
         There are for you. Keep them close. I'm
         going to have a look around. Stay here.
                                                       CUT TO:

EXT. WEATHERTOP HOLLOW -- NIGHT

Close on: Frodo...eyes flickering open. He suddenly sits up, sniffing the air. Sam, Merry, and Pippin huddled over a small fire... Sausages and bacon sizzle in a hot frying pan.

                   FRODO
         What are you doing?
                   MERRY
         Tomatoes, sausages, and crispy bacon.
                                                  (CONTINUED)
                                                           55.

CONTINUED:


                   SAM
         We saved some for you, Mr. Frodo.
                   FRODO
         Put it out, you fools! Put it out! Frodo
         desperately kicks dirt on the fire!
                   PIPPIN
         Oh, that's nice...ash on my tomatoes!

A SUDDEN SHREIK!

                                                      ANGLE ON:

FIVE RINGWRAITHS ON FOOT, running up the steep slope unnaturally fast.

                   FRODO
         Go! !

Frodo, Sam, Merry and Pippin clamber desperately towards the summit, clutching their swords.

                                                        CUT TO:

EXT. WEATHERTOP SUMMIT -- NIGHT

Frodo, Sam, Merry, and Pippin race into a RING OF BROKEN STONES on the summit or Weathertop...the ruined base of an ancient tower. The hobbits stand back-to-back in the centre of the Ring, waiting for the first assault... One by one, the 5 Ringwraiths appear...brandishing Gleaming swords, they move slowly towards the hobbits. In the center is their leader...the WITCH KING!

                   SAM
         Back, you devils!

Sam rushes forward with a cry. He swings his sword at the Witch King, who blocks the blow with his own sword. Sam's blade shatters...the WITCH KING lashes out with his fist, sending Sam flying. Merry and Pippin, overcome with terror, throw themselves flat on the ground. THE RINGWRAITHS close in on Frodo...a Venomous whisper dances in his head...

Frodo shuts his eyes and staggers back, desperately resisting the WRAITH'S WHISPERINGS... slow motion as his hand goes into his pocket and pulls out the ring. The 5 Ringwraiths utter a chilling SCREECH OF EXCITEMENT. Frodo is unable to resist any longer, falls to his knees and slips on the ring. He disappears.


                                                 (CONTINUED)
                                                         56.

CONTINUED:


                   SAM (CONT'D)
         No!
                                      IN THE TWILIGHT WORLD:
                                                    ANGLE ON:

Frodo finds himself in the weird twilight world...he looks upon the Ringwraiths, now visible in their TRUE APPEARANCE: Five Ghouls dressed in long Grey robes, with white hair, and Pallid, ruthless faces. THE WITCH KING extends a haggard hand towards Frodo, reaching for the ring on his finger. Frodo's trembling hand extends forward as if by the pull of the ring...he slides to the ground, unable to pull his hand away. The witch king snarls and springs forward. He stabs at Frodo with a wicked dagger! Frodo winces as the tip of the dagger sinks into his shoulder. Suddenly, Strider charges at the RINGWRAITHS, wielding his sword in one hand, a flaming torch in the other. He moves in slow motion, visible through a sea of mist. Frodo sinks to the ground. Behind him is a faint image of a Ringwraith fleeing, his head engulfed in flames. With draining strength, Frodo manages to pull the ring off his finger...

                                          IN THE REAL WORLD:

...Appearing back in the real world, Sam rushes over to him.

                   SAM (CONT'D)
             (horrified)
         Frodo!

Another Ringwraith is burning and screaming...others screech fearfully at the flames, turn and flee form the Weathertop summit.

                   SAM (CONT'D)
             (panicked)
         Mr. Frodo!!

Strider kneels before Frodo. He snatches up the Witch King's Dagger from the ground, staring gravely at the long, thin, blade.

                   SAM (CONT'D)
         Help him, Strider!
                    STRIDER
             (grim)
         He's been stabbed by a Morgul blade. The
         Morgul Blade suddenly melts...vanishing
         into the air like smoke. Strider throws
         the hilt down in disgust...
                                                (CONTINUED)
                                                            57.

CONTINUED: (2)


                   SAM
         Do something.
                   STRIDER
         This is beyond my skill to heal.
             (urgently)
         He needs Elvish medicine. Strider lifts
         Frodo onto his shoulders.

EXT. WEATHERHILLS -- NIGHT

Strider is jogging grimly, carrying an ailing Frodo on his back. Sam, Merry, and Pippin are running to keep up. The hobbits are carrying Flaming torches for protection.

                   STRIDER
         Hurry!
                   SAM
         We are six days from Rivendell. Frodo
         groans.
                   STRIDER
         Hold on, Frodo.
                    SAM
         He'll never make it! Close on:
         Frodo...head lolling about, barely
         conscious.
                   FRODO
             (fevered calling)
         Gandalf...Gandalf?

EXT. ISENGARD -- NIGHT

Low angle...looking up at ORTHANC...the tower of Isengard, gleaming in the moonlight. The camera rises to reveal the once beautiful gardens are not a pitted wasteland...with smoke and fire billowing out

of numerous tunnels and vent holes that litter the forecourt of ORTHANC. Strange guttural chants echo up from deep underground. The camera is rising...a small moth flutters into shot...and leads the camera towards the summit or Orthanc. Gandalf lies slumped against the wall at the very top of Orthanc, surrounded by a sheer 500 foot drop. He looks Weak and Frail...and is seemingly asleep. The MOTH flutters close to Gandalf. His hand suddenly moves at lighting speed and SNATCHES THE MOTH. Gandalf brings his hand close to his face and opens it. The moth sits on the palm of his hand as Gandalf mutter strange words in a foreign tongue. Close on: THE MOTH'S face... seemingly listening.

                                                   (CONTINUED)
                                                           58.

CONTINUED:

It suddenly flutters away. CAMERA FOLLOWS the moth off the Orthanc summit, but drops past the moth...falling down, down, towards the pitted wasteland, straight into a fiery red tunnel!

INT. CAVERNS BELOW ISENGARD -- NIGHT

The dead trees of Isengard are fed into roaring furnaces...molten metal pours into casts...red hot metal, beaten my sweating orc blacksmiths...armor and weapons are forged from the great furnaces. Saruman strides among the ORCS and stands looking on a new born uruk-hai as it escapes its birthing membrane...this is LURTZ, who rises up to stand before his master.

                                                        CUT TO:

EXT. TROLLSHAW FOREST CLEARING -- NIGHT

Close on: Frodo...his eyes flicker open...clouded, red- rimmed...his brow, beaded with sweat.

                   PIPPIN
         Is he going to die? Frodo's breathing is
         getting shallow. Strider looks out into
         the darkness.
                   STRIDER
         No. He is passing into the shadow world,
         he will soon become a wraith like them.

A DISTANT CRY of a RINGWRAITH carries through the air.

                   MERRY
             (nervous)
         They're close.

Frodo gasps in sudden pain.

                   STRIDER
             (thinking hard)
         Sam, do you know the Athelas plant? Sam
         looks blank.
                      SAM
         Athelas?
                      STRIDER
         Kingsfoil.
                      SAM
         Kingsfoil.     Aye.    It's a weed.


                                                   (CONTINUED)
                                                            59.

CONTINUED:


                     STRIDER
           It may help to slow the poison. Hurry!
                                                       CUT TO:

EXT. TROLLSHAW FOREST -- NIGHT

Sam and Strider desperately search the dark forest floor for the Athelas plant. Close on: A small, white flowered plant! Strider drops to one knee, carefully pulling it from the ground.

SUDDENLY! STRIDER FREEZES AS A SWORD BLADE TOUCHES HIS NECK.

                     ARWEN (O.S.)
           What is this? A Ranger caught off his
           guard?

Strider slowly looks up.

                                                       CUT TO:

EXT. TROLLSHAW FOREST CLEARING -- NIGHT

Frodo is breathing hard, desperately ill. Frodo's half- conscious POV: Surreal impression...a SHIMMERING FIGURE IN WHITE leaps off a horse.

FLASH INSERT: An ethereal vision of ARWEN, as she appears on the other side...

                     ARWEN
               (ELVISH: with sub titles)
           Frodo, Im Arwen...telin let thaed. I am
           Arwen, I have come here to help you.
               (urgent)
           Lasto Beth nin, tolo Dan na ngalad. Hear
           my voice, come back to the light. Frodo's
           eyes close.
                     PIPPIN
           Who is she?
                     ARWEN
               (worried)
           Frodo?
                     SAM
           She's an elf.
                                                           60.


ANGLE ON: ARWEN

Who now appears in her earth bound form, a young Elven woman with tousled hair, dressed in mud-splattered riding clothes.

                   ARWEN
         He's fading...he's not gong to last. We
         must get him to my father. Strider
         quickly lifts Frodo...placing him on the
         horse.
                   ARWEN (CONT'D)
         I have been looking for you for two days.
                   PIPPIN
         Where are you taking him?
                   ARWEN
         There are five Wraiths behind you, where
         the other four are, I do not know.
                   STRIDER
             (ELVISH: with subtitles)
         Dartho guin Berian...rych le ad
         tolthathon. Stay with the hobbits...I'11
         send horses for you. Close on: Arwen
         grabbing the Reins of the horse.
                   ARWEN
             (ELVISH: w/subtitles)
         Hon mabathon. Rochoh ellint im. I'll
         take him. I'm the faster rider. Strider
         clamps his hand over Arwen's.
                   STRIDER
             (elvish:subtitles)
         Andelu I ven. The road is too dangerous.
                   ARWEN
             (Elvish: subtitles)
         Frodo Fir. Ae anthradon I hir, tur
         gwaith nin beriatha hon. If I can cross
         the river, the power of my people can
         protect him.
                   PIPPIN
         What are they saying?

CLOSE ON: Arwen reaches for Strider's hand...looking deep into his eyes.

                   ARWEN
         I do not fear them.
                                                (CONTINUED)
                                                            61.

CONTINUED:


CLOSE ON: Strider...we see that it is hard for him to let her go.

                                                    ANGLE ON:

Arwen mounts her horse, ALSFORTH...

                   STRIDER
         Arwen...ride hard, don't look back.
                                                    ANGLE ON:

Arwen looks down at Strider as she supports Frodo with one hand.

                   ARWEN
             (elvish)
         Noro Lim, Asfaloth, Noro Lim!
                   SAM
         What are you doing!    Those Wraiths are
         still out there!
                                                    ANGLE ON:

Asfaloth springs away, bearing Arwen and Frodo into the night.

                                                      CUT TO:

EXT. TROLLSHAW FOREST -- NIGHT

SPEEDING POV: through the forest from the back of the White Horse.

ANGLE ON: FRODO, BOUNCING IN THE SADDLE,

he lifts his head weakly. SURREAL SLOW MOTION POV: THE HORSES HEAD BOBBING...trees sliding by...moonlight flickers through the trees.

                                                      CUT TO:

EXT. AERIAL OF ETTENMOORS ~ MORNING

AERIAL: of Arwen's white horse emerging from the trees...and galloping across the open land as the sun rises.

                                                      CUT TO:
                                                            62.


EXT. PINE FOREST -- DAY

The white horse charges through a Pine Forest. Suddenly 2 Galloping Ringwraiths emerge from the trees behind! 2 more Ringwraiths slide in from different directions to join the chase. Arwen grits her teeth...urges the white horse to greater speed.

                                                     CUT TO:

EXT. THE EAST ROAD -- DAY

The white horse speeds out of the pine trees...the 4 ringwraiths close behind PAN ONTO: 2 more ringwraiths galloping down the hillside! AERIAL SHOT: 3 MORE RINGWRAITHS enter frame from different directions...a total of 9 RINGWRAITHS now pursuing Frodo and Arwen! CLOSE ON: Panting head of the WHITE ELVEN HORSE.

                   ARWEN
         Noro lim, Asfaloth!
                                                     CUT TO:

EXT. FORD OF BRUINEN -- DAY

CRANE DOWN: As the White Horse races towards Camera, to Reveal the wide river Bruinen in the foreground.

Without hesitation, the white horse leaps into the shallow water and thunders across the Ford. The 9 Ringwraiths pull up short of the Ford, clearly nervous of the water. The white horse reaches the other side...Arwen pulls up and turns to defiantly face the Ringwraiths from across the Ford.

                   WITCH KING
         Give up the Halfling, she-elf! She draws
         her sword and yells at the Witch King.
                   ARWEN
             (yelling)
         If you want him, come and claim him.

THE WITCH KING SCREECHES ANGRILY, draws his sword, and leads the Ringwraiths across the Ford. The water starts flowing faster...a distant rumble can be heard. Arwen waits until they are halfway across: she suddenly stands in the saddle arms raised!

                   ARWEN (CONT'D)
             (Elvish)
         Non o Chithaeglir, lasto Beth daer: Rimmo
         nin Briunen Dan in Ulaer!
                   (MORE)
                                                 (CONTINUED)
                                                            63.

CONTINUED:

                   ARWEN (CONT'D)
         Nin o Chitaeglir, lasto Beth daer: Rimmo
         nin Bruinen Dan in Ulaer!

THE GROUND SUDDENLY TREMBLES...A MIGHTY ROAR FILLS THE AIR!

Frodo looks up weakly...to see a vast torrent of Water flooding down the river towards the ford...as if a dam had burst! The Foaming water seems to form the shape of Dancing white horses with frothing manes! The Ringwraiths scream in terror as they are swallowed up in the deluge. Their Piercing cries are drowned in the roaring of the river as it carries them away! CLOSE ON: FRODO as he loses consciousness...

                   ARWEN
             (upset)
         No, no...Frodo, no!     Frodo, don't give
         in...not now!

Arwen gathers the small Hobbit in her arms, feeling his life slip away.

INT. FRODO'S DELIRIUM -- DAY

DELIRIOUS IMAGES AND SOUNDS....

                   ARWEN (V.O.)
         What grace is given me, let it pass to
         him. Let him be spared. Save him.

IMAGE: A BRIGHT LIGHT suddenly flares...Frodo squeezes his eyes shut, gasping.

                   FRODO
             (frightened)
         Where am I?

A FAMILIAR VOICE cuts through the swirl of sound.

                   GANDALF (O.S.)
         You are in the House of Elrond, and it is
         ten o'clock in the morning on October the
         twenty-fourth, if you want to know.

INT. FRODO'S BEDROOM -- DAY

Frodo's eyes flicker Open He is lying in bed next to an Open Window...Dappled sunlight plays on richly carved timbers...the sound of a nearby waterfall drifts through the Vista of Fir Trees.

                   FRODO
             (weak relief)
         Gandalf!
                                                          64.


ANGLE ON: GANDALF IS SITTING NEXT TO FRODO'S BED...

softly puffing on his pipe. He smiles at Frodo.

                   GANDALF
         Yes, I'm here and you're lucky to be
         here, too. A few more hours and you
         would have been beyond our aid. You have
         some strength in you, my dear Hobbit.

Frodo sits up, looking at Gandalf questioningly...

                   FRODO
         What happened, Gandalf?    Why didn't you
         meet us?
                   GANDALF
         I'm sorry Frodo.

Close on: Gandalf... troubled. His eyes drift away.

                   GANDALF (CONT'D)
         I was delayed.
                                                       CUT TO:

EXT. ORTHANC SUMMIT -- NIGHT

SARUMAN stands over Gandalf, gloating...

                   SARUMAN
         Get up! So much for the power of the
         Ring or embrace your own destruction!

With the power of his staff, Saruman raises Gandalf from the ground, then sends him crashing to the floor.

                   GANDALF
         There is only one Lord of the Ring. Only
         one who can bend it to his will...and he
         does not share power.

SUDDENLY! GANDALF lurches to his feet and Throws himself off the Tower! Saruman watches Gandalf fly away from Isengard...on the Back of a GIANT EAGLE.

                   SARUMAN
             (chilling)
         So you have chosen death!
                                                       CUT TO:
                                                          65.


EXT. SKIES OVER MOUNTAINS--DAWN

Gwaihir the Eagle soars majestically over the mountains, carrying Gandalf towards the dawn.

                                                       CUT TO:

INT. FRODO'S BEDROOM--RIVENDELL

Frodo raises himself up and looks at Gandalf.

                   FRODO
         Gandalf! What is it? Gandalf returns his
         attention to Frodo.
                   GANDALF
         Nothing, Frodo...

Sam runs to Frodo's bedside. He is overjoyed to find Frodo awake.

                    SAM
         Frodo!   Frodo!   Bless you, you're awake!!
                   GANDALF
         Sam has hardly left your side.
                   SAM
         We were worried about you--weren't we,
         Mr. Gandalf?
                   GANDALF
         By the skills of Lord Elrond, you're
         beginning to mend. ELROND, LORD OF THE
         HIGH ELVES, steps up to Frodo's

bedside...his face is neither old nor young, though in it is written the memory of many things both glad and sorrowful.

                   ELROND
         Welcome to Rivendell, Frodo Baggins.
         Frodo sits up, looking at Elrond with
         awe.
                                                       CUT TO:

EXT. RIVENDELL VALLEY -- DAY

WIDE ON: RIVENDELL... a small cluster of elegant Elven Buildings sitting in a Shangri-la like Valley below towering cliffs and snow capped mountains.


                                                  (CONTINUED)
                                                           66.

CONTINUED:


                   ELROND (V.O.)
         You have found your way to the last
         homely house east of the sea. The elves
         of Imladris have dwelt within this valley
         for three thousand years through few of
         my kin now remain. Frodo looks out from
         his balcony.
                                                       CUT TO:

EXT. RIVENDELL GARDENS -- DAY

Frodo and Sam walk together. Suddenly, the voices of Merry and Pippin can be heard as they bound up to Frodo and throw their arms around him.

                    MERRY
         Frodo!   Frodo!

Sam looks past Frodo smiling... a bent figure sits alone on a bench, in the Sun. Close on: Frodo turning, following Sam's gaze...

                    FRODO
         Bilbo!
                                                       CUT TO:

EXT. RIVENDELL TERRACE -- DAY

Close on: BILBO BAGGINS! He breaks in to a broad grin as Frodo rushes forward to embrace him. Bilbo has aged significantly since we last saw him.

                   BILBO
         Hello, Frodo, my lad!
                    FRODO
         Bilbo!

LATER... Frodo is turning the neatly inscribed title page of a red leather bound journal:

                   FRODO (CONT'D)
             (reading)
         "There and back again: A Hobbit's tale"
         by Bilbo Baggins.

Bilbo smiles Proudly. He is sitting with Frodo on a terrace overlooking a Waterfall. Frodo looks at Page after page of beautiful Handwriting, with intricate Maps and Drawings.


                                                   (CONTINUED)
                                                           67.

CONTINUED:


                   FRODO (CONT'D)
         This is wonderful.
                   BILBO
         I meant to go back...wander the paths of
         Mirkwood, visit Laketown, see the Lonely
         Mountain again...but age, it seems, has
         finally caught up with me.

Frodo turns a page...there before him, is a map of the Shire.

                   FRODO
             (quietly)
         I miss the Shire...I spent all my
         childhood pretending I was off somewhere
         else...off with you, on one of your
         adventures...
             (Looks at Bilbo)
         But my own adventure, turned out to be
         quite different...I'm not like you,
         Bilbo.
                   BILBO
         My dear boy...
                                                       CUT TO:

EXT. RIVENDELL TERRACE -- EVENING

Sam busily tries to stuff more and more things into his already full pack...pots and pans, blankets, cooking utensils, provisions, clothes.

                   SAM
         No, what have I forgotten? Pull back to
         reveal Frodo, hands in his pocket,
         watching Sam.
                   FRODO
         Packed already?

Sam looks up, startled.

                   SAM
             (slightly embarrassed)
         No harm in being prepared. Frodo strolls
         to the edge of the Balcony.
                   FRODO
         I thought you wanted to see the Elves,
         Sam?


                                                   (CONTINUED)
                                                          68.

CONTINUED:


                   SAM
         I do...
                   FRODO
         More than anything.
                   SAM
         I did. It's just...we did what Gandalf
         wanted, didn't we? We got the Ring this
         far, to Rivendell...and I thought...
         seeing as how you're on the mend, we'd be
         off soon. Off home.
                   FRODO
         You're right, Sam. Frodo looks at Sam...
                   FRODO (CONT'D)
         ...we did what we set out to do. Frodo
         opens his hand, the Ring sits in his
         Palm.
                   FRODO (CONT'D)
         The ring will be safe in Rivendell. I am
         ready to go home.
                                                      CUT TO:

EXT. ELROND'S CHAMBER, RIVENDELL -- DAY

Gandalf and Elrond watch Frodo and Sam from Elrond's balcony,

                   ELROND
         His strength returns.
                   GANDALF
         That wound will never fully heal. He will
         carry it the rest of his life.
                   ELROND
         And yet to have come so far still bearing
         the Ring...the hobbit has shown
         extraordinary resilience to its evil.
                   GANDALF
         It is a burden he should never have to
         had to bear. We can ask no more of Frodo.
                   ELROND
         Gandalf, the enemy is moving. Sauron's
         forces are massing in the east. His eye
         is fixed on Rivendell. And Saruman, you
         tell me, has betrayed us. Our list of
         allies grows thin.
                                                  (CONTINUED)
                                                         69.

CONTINUED:


                   GANDALF
         His treachery runs deeper than you know.
         By foul craft, Saruman has crossed Orc
         with Goblin Men...he is breeding an army
         in the caverns of Isengard. An army that
         can move in Sunlight and cover great
         distance at speed. Saruman is coming for
         the Ring.

Elrond turns and walks away...

                   ELROND
         This evil cannot be concealed by the
         power of the Elves...We do not have the
         strength to fight both Mordor and
         Isengard...Gandalf...the ring cannot stay
         here.

Gandalf turns and looks out the window.

Sounds of arrivals...Gandalf watches as Boromir rides through Rivendell gate, followed by Legolas and Gimli.

                   ELROND (V.O.) (CONT'D)
         This peril belongs to all Middle earth.
         They must decide how to end it. Not just
         for themselves but for those who come
         after. Elrond approaches Gandalf.
                   ELROND (CONT'D)
         The time of the Elves is over. My people
         are leaving these shores. Who will you
         look to when we have gone? The dwarves?
         They hide in their mountains seeking
         riches. They care nothing for the
         troubles of others.
                   GANDALF
         It is in Men that we must place our hope.
                   ELROND
         Men? Men are weak.      The race of Men is
         failing. The blood     of Numenor is all but
         spent, its pride and    dignity forgotten.
         It is because of men    the Ring survives.

FLASH INSERT: With the broken sword, Isildur slices off Sauron's finger. Elrond reacts.

                   ELROND (V.O.) (CONT'D)
         I was there, Gandalf...I was there three
         thousand years ago when Isildur took the
         ring.
                                                              70.


FLASH INSERT: ISILDUR PICKS UP THE RING AND STARES AT IT,

ENTRANCED.

                      ELROND
            I was there the day the strength of Men
            failed.
                                                          CUT TO:

INT. CRACK OF DOOM -- DAY

                      ELROND
            Isildur...hurry...follow me! IMAGES:
            ELROND leads Isildur into the steaming
            volcano.
                      ELROND (V.O.) (CONT'D)
            I let Isildur into the heart of Mount
            Doom, where the ring was forged: the one
            place it could be destroyed.

FLASH INSERT: ELROND AND ISILDUR STAND BEFORE THE FIRES OF

MT. DOOM.

                      ELROND
            Cast it into the fire...destroy it!

CLOSE ON: ISILDUR...CAPTIVATED BY THE RING.

                        ISILDUR
            No.

Isildur turns and walks away

                        ELROND
            Isildur!!

INT. ENROND'S CHAMBER, RIVERDELL -- DAY

Elrond turns to Gandalf.

                      ELROND
            It should have ended that day, but evil
            was allowed to endure. Isildur kept the
            Ring...and the line of Kings was broken.
            There's no strength left in the world of
            Men. They're scattered, divided,
            leaderless.



                                                      (CONTINUED)
                                                          71.

CONTINUED:


                   GANDALF
         There is one who could unite them, one
         who could re claim the thrown of Gondor.
                   ELROND
         He turned from that path a long time ago.
         He has chosen exile.
                                                      CUT TO:

INT. ELROND'S CHAMBER, RIVENDELL -- NIGHT

Strider watches from the shadows...as Boromir strolls through the darkened gallery. Boromir's eyes are drawn to an old Fresco on the wall...depicting Isildur defeating Sauron. Boromir looks with Wonderment at Narsil, the Broken Blade of Elendil, which lies on a cloth-covered plinth.

                   BOROMIR
             (quiet awe)
         The shards of Narsil...the blade that cut
         the Ring from Sauron's hand. Boromir
         picks up the sword and gently touches the
         Blade. Close on: a small bloom of blood
         appears on Boromir's finger...
                   BOROMIR (CONT'D)
         Still sharp.

Boromir senses Strider's presence...he looks from the blade to Strider, as if sensing a connection.

                   BOROMIR (CONT'D)
         But no more than a broken heirloom.
                   BOROMIR (CONT'D)
         replaces the Broken blade, but it
         clatters to the floor. Boromir walks
         away, leaving Strider sitting alone.

Close on: Strider picks up the broken hilt, as Arwen appears behind him.

                   ARWEN
         Why do you fear the past? You are
         Isildur's heir...not Isildur himself. You
         are not bound to his fate.
                   STRIDER
         The same blood flows in my veins...the
         same weakness...


                                                  (CONTINUED)
                                                           72.

CONTINUED:


                   ARWEN
         Your time will come. You will face the
         same evil...and you will defeat it.
             (Elvish: w/subtitles)
         A si i-duath u-orthor, Aragorn...u or le
         a u or nin. The shadow does not hold
         sway yet...not over you and not over me.
                                                      CUT TO:

EXT. RIVENDELL VALLEY -- NIGHT

Night falls upon the beautiful valley of Rivendell... still and quiet.

EXT. RIVENDELL WATERFALL -- NIGHT

Strider and Arwen stand upon a stone bridge...the Evenstar at Arwen's breast shines in the moonlight.

                   ARWEN
             (Elvish: with subtitles)
         Renech I lu I erui govannem?   Do you
         remember when we first met?
                   STRIDER
             (Elvish: with subtitles)
         Nauthannim I ned ol reniannen.   I thought
         I had strayed into a dream.

Arwen reaches up and gently touches the Grey at Strider's temples.

                   ARWEN
             (Elvish: with subtitles)
         Gwenin in enniath...u-arnech in naeth I
         se celich. Long years have passed...you
         did not have the care you carry now.

Arwen looks into Strider's eyes.

                   ARWEN (CONT'D)
             (Elvish: with subtitles)
         Renech I Beth I pennen? Do you remember
         what I told you? Arwen reaches for
         Strider's hand...
                   STRIDER
             (quietly)
         You said you'd bind yourself to me,
         forsaking the immortal life of your
         people.


                                                 (CONTINUED)
                                                           73.

CONTINUED:


                   ARWEN
             (whisper)
         And to that I hold. I would rather share
         one lifetime with you than face all the
         ages of this world alone. Strider looks
         down. In his hand lies the Evenstar.
                   ARWEN (CONT'D)
         I choose a mortal live.
                   STRIDER
         You cannot give me this.
                   ARWEN
         It is mine to give to whom I will, like
         my heart.

Arwen closes Strider's fingers around the jewel.

Arwen leans towards Strider, gently kissing him.

                                                       CUT TO:

INT. COUNCIL CHAMBER, RIVENDELL -- DAY

Elrond addresses the council...

                   ELROND
         Strangers from distant lands ... friends
         of old. You have been summoned here to
         answer the threat of Mordor. Middle-earth
         stands upon the brink of destruction.
         None can escape it. You will unite...or
         you will fall. Each race is bound to this
         fate...this one doom...

Frodo sits amongst a council of free-peoples of Middle earth, Elrond stands before them, addressing Gandalf, Strider, Legolas, and 20 other elves, Dwarves, and men.

                   ELROND (CONT'D)
         Bring forth the ring, Frodo.

Frodo steps forward and moves towards a stone Plinth. He places the ring on the plinth and returns to his seat.

                   BOROMIR
             (shocked)
         So it is true!
                   LEGOLAS
             (disbelief)
         Sauron's Ring! The ring of power!
                                                   (CONTINUED)
                                                           74.

CONTINUED:


                    GIMLI
             (grim)
         The doom of man!
                   BOROMIR
         It is a gift...a gift to the foes of
         Mordor! Why not use this Ring? Long has
         my father, the Steward of Gondor, held
         the forces of Mordor at bay...by the
         blood of our people are your lands kept
         safe. Give Gondor the weapon of the
         enemy...let us use it against him!
                   STRIDER
         You cannot wield it. None of us can.
         The one ring answers to Sauron alone...it
         has no other master. Boromir turns and
         looks at Strider, coolly.
                   BOROMIR
         And what would a ranger know of this
         matter?

Strider says nothing and Boromir turns away dismissively. LEGOLAS stands...

                   LEGOLAS
         This is no mere Ranger. He is Aragorn,
         son of Arathorn. You owe him your
         allegiance.

Frodo looks at Strider questioningly...Boromir turns sharply.

                   BOROMIR
             (quiet disbelief)
         Aragorn? This is Isildur's heir?
                   LEGOLAS
         And heir to the throne of Gondor.
                   ARAGORN
             (Elvish: with subtitles)
         Havo dad, Legolas...Sit down, Legolas..
                   BOROMIR
         Gondor needs no king.
                   GANDALF
         Aragorn is right...we cannot use it.
                   ELROND
         You have only one choice..the ring must
         be destroyed.
                                                   (CONTINUED)
                                                           75.

CONTINUED: (2)


The HUM OF THE RING seems to grow louder in Frodo's ears. Gimli suddenly stands, excited.

                   GIMLI
         Then...what are we waiting for?

Gimli suddenly rushes forward! He swings his axe down on the ring. The axe shatters with a deafening crack! Gimli falls backwards, staring in disbelief at the ring...unharmed! Frodo winces as an angry image of the fiery eye hits him! He slumps in this chair, clutching his forehead. Gandalf looks at him with concern.

                   ELROND
         The ring cannot be destroyed, Gimli, son
         of Gloin, by any craft that we
                   ELROND (CONT'D)
         here possess. The ring was made in the
         fires of Mount Doom...only there can it
         be unmade. It must be taken deep into
         Mordor, and cast back into the fiery
         chasm from whence it came. One of you
         must do this.

Stunned silence...the council sits with downcast eyes, as if a great dread has descended on them. Boromir addresses the council in a quiet voice

                   BOROMIR
         One does not simply walk into Mordor. Its
         black gates are guarded by more than just
         Orcs. There is evil there that does not
         sleep and the Great Eye is ever watchful.
         It is a barren wasteland, riddled with
         fire and ash and dust...the very air you
         breathe is a poisonous fume. Not with
         ten thousand men could you do this. It
         is folly.
                   LEGOLAS
         Have you heard nothing Lord Elrond has
         said? The ring must be destroyed.
                   GIMLI
         And I suppose you think you're the one to
         do it?
                   BOROMIR
         And if we fail, what then? What happens
         when Sauron takes back what is his?

Gimli leaps to his feet!

                                                   (CONTINUED)
                                                             76.

CONTINUED: (3)


                   GIMLI
         I will be dead before I see the Ring in
         the hands of an Elf! A STORM OF ARGUMENT
         erupts around the room. CLOSE ON:
         FRODO...sound disappears as he watches in
         slow

motion...the angry faces, the shaking fists, the accusatory fingers, his eyes move across to the ring...the hum grows louder in his head.

                   GIMLI (CONT'D)
             (shouting)
         Never trust an Elf!

CLOSE ON: THE RING fills the screen...streams of blood flow across the surface... flames flicker within the Gold Band.

                   GANDALF
         Do you not understand? While we    bicker
         among ourselves, Sauron's power   grows!
         No one will escape it. You will   all be
         destroyed, your homes burnt and   your
         families put to the sword!

CLOSE ON: FRODO...breathing rapidly, Caught in the grip of his hideous vision. With a huge effort or will, Frodo tears his gaze upon the ring. Frodo suddenly stands...he speaks in a strong, clear voice.

                   FRODO
         I will take it...I will take it...I will
         take the Ring to Mordor.

Sudden silence...Frodo looks around the room at the astounded faces.

                   FRODO (CONT'D)
             (quietly)
         Though...I do not know the way. Gandalf
         rises to his feet.
                   GANDALF
         I will help you bear this burden, Frodo
         Baggins, as long as it is yours to bear.
                   ARAGORN
         If, by my life or death, I can protect
         you, I will.
             (kneels before Frodo)
         ...you have my sword. Aragorn steps
         forward...followed by Legolas and Gimli.


                                                     (CONTINUED)
                                                         77.

CONTINUED: (4)


                   LEGOLAS
         And you have my bow.
                   GIMLI
         And my axe.

Boromir looks at them all then walks towards Frodo.

                   BOROMIR
         You carry the fate of us all, little one.

Boromir looks towards Elrond and Gandalf.

                   BOROMIR (CONT'D)
         If this is indeed the will of the
         Council, then Gondor will see it done.

Frodo stares in wonder as the Greatest Fighters in all Middle earth stand at his side.

                   SAM
             (unseen)
         Here!

A Sudden Noise...Sam pops up from behind a Bush!

                   SAM (CONT'D)
         Mr. Frodo's not gong anywhere without me.
                   ELROND
         No, Indeed...it is hardly possible to
         separate you...even when he is summoned
         to a secret council and you are not.

Merry and Pippin jump up from behind another bush!

                   MERRY
         Oi! We're coming too! You'll have to
         send us home tied up in a sack to stop
         us.
                   PIPPIN
         Anyway...you need people of intelligence
         on this sort of
         mission...quest...thing...
                   MERRY
         Well, that rules you out, Pip.
                                                            78.


ELROND SURVEYS THE GROUP

                   ELROND
             (thoughtfully)
         Nine companions ... so be it.
             (announcing)
         You shall be the "Fellowship of the ring"
                    PIPPIN
         Great.   Where are we going?
                                                      CUT TO:

INT. FRODO'S BEDROOM, RIVERDELL---DAWN

Close on: An old sword sliding out of a shabby leather Scabbard...its polished, well tendered Blade glitters cold and bright.

                   BILBO
         My old sword "Sting"...here, take it!

Bilbo offers Sting to Frodo.

                   FRODO
         It's so light!
                   BILBO
         Yes, yes, made by the Elves, you know.
         The blade glows blue when Orcs are
         close...and it's times like that, my lad,
         when you have to be extra careful.

Bilbo unwraps a small shirt of close woven Mail.

                   BILBO (CONT'D)
         Here's a pretty thing. Mithril, as light
         as a feather, and as hard as dragon
         scales. Let me see you put it on. Come
         on.

CLOSE ON: Frodo peels off his shirt... revealing The Ring on the Chain around his neck.

                   BILBO (CONT'D)
             (entranced)
         Oh! My old Ring... Frodo frowns as Bilbo
         moves toward him.
                   BILBO (CONT'D)
         I should very much like to hold it again,
         one last time. Bilbo reaches forward,
         eyes locked on the ring.
                                                  (CONTINUED)
                                                            79.

CONTINUED:


Suddenly! A shadow passes across Bilbo...for a split second he becomes a wrinkled creature with a hungry face and Bony, groping hands. Frodo pulls away, shocked...the shadow passes. Bilbo slumps into a chair, his head in his hands. Bilbo falters...his eyes filling with tears.

                   BILBO (CONT'D)
         Oh!
                   BILBO (CONT'D)
             (sad)
         I'm sorry, that I brought this upon you,
         my boy...I'm sorry that you must carry
         this burden. I'm sorry for everything.

Bilbo sobs and Frodo moves to comfort him.

                                                       CUT TO:

EXT. RIVENDELL VALLEY -- MORNING

                                                     ANGLE ON:

The Fellowship climb the long steep path out of the cloven vale of Rivendell.

                                                       CUT TO:

EXT. ROUGH COUNTRY, SOUTH OF RIVENDELL -- DAY

                                                     ANGLE ON:

The fellowship trekking through a land of Deep Valleys and turbulent waters...the misty mountains rise sharply to their left.

                   GANDALF (V.O.)
         We must hold to his course west of the
         misty Mountains for forty days. If our
         luck holds, the Gap of Rohan will still
         be open to us. From there, our road
         turns east, to Mordor.
                                                       CUT TO:

EXT. EREGION HILLS--DAWN

CLOSE ON: Sam at the campfire. The sound of clashing swords! Wider: Aragorn and Boromir are giving Pippin Sword tuition...



                                                   (CONTINUED)
                                                           80.

CONTINUED:


                   BOROMIR
         Get away from the blade, Pippin...on your
         toes...good, very good...I want you to
         react, not think.
                   SAM
         Should not be too hard...
                   BOROMIR
         Move your feet.
                   MERRY
         Quite good, Pippin.
                   PIPPIN
         Thanks.

CLOSE ON: GIMLI has managed to corner Gandalf....

                   GIMLI
         If anyone were to ask for my opinion,
         which I note they have not, I would say
         we are taking the long way round.
         Gandalf, we can pass through the Mines of
         Moria. My cousin, Balin, would give us a
         royal welcome. Gandalf clearly thinks
         that is a bad idea.
                   GANDALF
         No, Gimli. I would not take the road
         through Moria unless I had no other
         choice.

Boromir thrusts, catching Pippin on the hand. Pippin throws down his sword, kicks and lunges at Boromir, tackling him to the ground. Much laughter. Legolas' eyes are fixed on a distant Dark Patch which darts about the sky, like flying smoke in the wind.

                   SAM
         What is that?
                   GIMLI
         Nothing...it's just a wisp of a cloud.
                   BOROMIR
             (worried)
         It's moving fast...against the wind.
                   LEGOLAS
         Crebain from Dunland!


                                                   (CONTINUED)
                                                             81.

CONTINUED: (2)


                   ARAGORN
             (urgently)
         Hide!
                   BOROMIR
         Merry..Pippin...Sam...take cover! WIDE
         ON: THE FELLOWSHIP scramble under what
         little cover

there is...as a regiment of Large crows fly low overhead at Great speed, wheeling and circling above. As their dark shadow passes over the fellowship, a single harsh croak is heard...and the crows suddenly wheel away, back towards the south. Gandalf staggers to his feet.

                   GANDALF
             (worried)
         Spies of Saruman.    The passage South is
         being watched.

Gandalf looks at Aragorn, turns to the others...gesturing towards a high mountain pass.

                   GANDALF (CONT'D)
         We must take the pass of Caradhras!
                                                         CUT TO:

EXT. SNOWY MOUNTAINSIDE -- DAY

                                                       ANGLE ON:

The Fellowship clamber through Rock and Snow. CLOSE ON: Frodo slips on some shale...as he scrambles to his feet, the Ring falls on the ground... CLOSE ON: the ring gleaming in the snow! Boromir's Hand picks it up by the chain...he stands, the ring dangling before his eyes. He seems to grow in stature, as if absorbing its power. Aragorn warily approaches Boromir...Boromir is motionless...he stares at the ring, as if transfixed.

                    ARAGORN
         Boromir?
                   BOROMIR
         It is a strange fate that we should
         suffer so much fear and doubt over so
         small a thing...such a little thing.
                   ARAGORN
             (quietly)
         Boromir...give the ring to Frodo.
         ARAGORN'S HAND moves to his sword hilt.
                                                     (CONTINUED)
                                                           82.

CONTINUED:


Ring's POV...looking up at Boromir's face. The strange hum vibrates on the soundtrack. CLOSE ON: a Weird beatific smile lights up Boromir's face...The HUM grows to a Deafening roar! Boromir suddenly snaps out of his trance and hands the ring back to Frodo.

                   BOROMIR
             (lightly)
         As you wish. I care not.

Boromir smiles at Frodo, ruffling his hair. CLOSE ON: ARAGON unhands his sword.

                                                       CUT TO:

EXT. ISENGARD -- DAY

Following the crows as they race deeper and deeper, passing a vista of Industry, Hundreds of Orcs and writhing Birthsacks...flying past Saruman, who stands upon a wooden Gantry. CLOSE ON: Saruman, listening to the Cries of the crows.

                   SARUMAN
         So, Gandalf...you try to lead them over
         Caradhras. And if that fails...where
         then will you go? THE FELLOWSHIP
         struggles through the snow.
                   SARUMAN (V.O.) (CONT'D)
         If the mountain defeats you, will you
         risk a more dangerous road?
                                                       CUT TO:

EXT. PASS OF CARADHRAS -- DAY

THE FELLOWSHIP are struggling through a blinding blizzard, up towards the PASS OF CARADHRAS. Legolas the Elf moves lightly across the top of the snow...he suddenly pauses. Saruman's voice sweeps by in the wind.

                   LEGOLAS
             (urgent)
         There is a fell voice in the air.
                   GANDALF
         It's Saruman.

THUNDER RUMBLES...ROCK and Shale fall from above.



                                                   (CONTINUED)
                                                           83.

CONTINUED:


                   ARAGORN
             (urgently)
         He's trying to bring down the mountain.
         Gandalf! We must turn back!
                      GANDALF
         No!

GANDALF RAISES HIS STAFF...HE CHANTS INTO THE WIND.

                   GANDALF
             (YELLING)
         Losto Caradhras, sedho, hodo, nuitho I
         ruith. Sleep Caradhras, be still, lie
         still, hold your wrath.
                                                       CUT TO:

EXT. ISENGARD -- DAY

CAMERA SWEEPS PAST SARUMAN...he stands on the summit of Orthanc, Chanting. CLOUDS ARE FLOWING FROM ALL DIRECTIONS... converging on the distant mountains in a stormy Malestrom.

EXT. PASS OF CARADHRAS -- DAY

Saruman's voice strengthens...rolling past the fellowship like thunder. A LIGHTNING CRACK explodes on the mountainside above them. Frodo looks up in horror as a huge snow avalanche thunders down towards them! The Fellowship throw themselves against the cliff face as snow crashes onto the narrow ledge. LEGOLAS pulls Gandalf to safety. Aragorn shields Frodo and Sam as snow piles around them. Within moments, the pass is blocked and the fellowship are enveloped in snow. Boromir and Aragorn frantically dig for the hobbits...who are pulled out Shivering and Fearful.

                   BOROMIR
             (urgent)
         We must get off the mountain! Make for
         the gap of Rohan and take the West road
         to my city.
                   ARAGORN
         The Gap of Rohan takes us too close to
         Isengard.
                   GIMLI
         We cannot pass over the mountain. Let us
         go under it. Let us go through the mines
         of Moria. Gandalf has a concerned look on
         his face.


                                                   (CONTINUED)
                                                            84.

CONTINUED:


                   SARUMAN (V.O.)
         Moria. You fear to go into those mines,
         don't you? The dwarves delved too
         greedily and too deep.
                   SARUMAN (V.O.) (CONT'D)
         You know what they awoke in, the darkness
         of Khazad-dum. Shadow and flame.
                   GANDALF
         Let the ringbearer decide.

CLOSE ON: FRODO, the weight of the decision weighing heavily upon him. CLOSE ON: MERRY and PIPPIN shivering in Boromir's arms.

                     GANDALF (CONT'D)
         Frodo?

Frodo meets Gandalf's eye.

                   FRODO
         We will go through the mines. Gandalf
         slowly nods.
                     GANDALF
         So be it.
                                                        CUT TO:

EXT. MORIA GATE -- NIGHT

The Fellowship are walking along the far shore of dark lake...directly below great looming cliffs.

                   GIMLI
             (in awe)
         The walls of Moria!

Footing is treacherous on the narrow strip of green and greasy stones. Gandalf touches the smooth rock wall between the trees... slowly, faint lines appear like slender veins of luminous silver running through the stone.

                    GANDALF
         Itidin...it mirrors only starlight and
         moonlight.

A large moon rises over the mountains... The lines grow Broader and Clearer, forming a glowing arch of interlacing ancient letters and symbols.


                                                  (CONTINUED)
                                                           85.

CONTINUED:


                   GANDALF (CONT'D)
         It reads, "The door of Durin, Lord of
         Moria. Speak, friend, and enter."
                   MERRY
         What do you suppose that means?
                   GANDALF
             (confident)
         It's quite simple. If you are a friend,
         speak the password and the doors will
         open.

Gandalf raises his arms...

                   GANDALF (CONT'D)
             (incanting)
         Annon edhellen, edro hi ammen!

The cliff towers into the night, the wind blows cold, Frodo shivers... and the door stands fast!

                                                        LATER:

GANDALF CONTINUES...

Mumbling spells in his efforts to open the door. Sam packs pots and pans at his feet...watching sadly as Aragorn un- saddles Bill the pony. CLOSE ON: ARAGORN whispering to Bill the Pony.

                   ARAGORN
             (whispering)
         Mines are no place for a Pony, even one
         so brave as Bill.
                      SAM
         Bye, Bill.
                   ARAGORN
         Go on, Bill, go on..don't worry, Sam...he
         knows his way home. Aragorn slaps Bill on
         the rump...Bill goes trotting off. CLOSE
         ON: Sam watching Bill disappear into the
         darkness.
                   SAM
         Goodbye, Bill.

SPLASH! Merry and Pippin are tossing stones into the lake. Black Rippling rings slowly fan out. Pippin is about to throw another stone, but Aragorn grabs his arm.


                                                   (CONTINUED)
                                                            86.

CONTINUED:


                   ARAGORN
             (ominous)
         Do not disturb the water.

Aragorn watches anxiously as the Ripples appear to grow....he exchanges a look with Boromir.

Aragorn's hand creeps towards his sword. Gandalf gives up in despair...he sits down beside Frodo. Close on: Frodo peers at the Elvish inscription...his face breaks into a smile of comprehension.

                   FRODO
             (quietly)
         It's a riddle...

Gandalf raises his eyebrows...

                   FRODO (CONT'D)
             (explaining)
         Speak, friend, and enter.   What's the
         Elvish for friend?
                   GANDALF
         Oh...mellon.

With that, the rock face silently divides in the middle and two great Doors swing outwards... revealing a blackness deeper than the night. As the Fellowship enter the Blackness, something in the water stirs....

INT. MORIA GATE -- NIGHT

The Fellowship step warily into the darkness of Moria...a Dank cavern, with winding steps leading deeper into the mountain.

                   GIMLI
         So, master elf, you will enjoy the fabled
         hospitality of the dwarves; roaring
         fires, malt beer, red meat off the bone.
         This, my friend, is the home of my
         cousin, Balin...and they call this a
         Mine...
             (snorting)
         A mine!

A Glow from Gandalf's Staff suddenly lights the chamber... The Fellowship recoil in Horror! Many dwarf Skeletons are strewn about, clearly the dead of some old battle...the rusting armor and shields are peppered with arrows and axes.


                                                   (CONTINUED)
                                                          87.

CONTINUED:


                   BOROMIR
             (grimly)
         This is no mine...it's a tomb!
                   GIMLI
             (in horror)
         Oh...no...no..no... ! Legolas pulls a
         crude arrow out of a skeleton.
                    LEGOLAS
         Goblins!

The Fellowship draw swords and back away, towards the Entrance.

                   BOROMIR
         We make for the Gap of Rohan.    We should
         never have come here.

EXT. MORIA GATE -- NIGHT

Frodo is suddenly PULLED TO THE GROUND. A long sinuous Tentacle is wrapped around Frodo's ankle and is dragging him towards the lake. FRODO CRIES OUT as Aragorn and Boromir rush forward! Aragorn severs the Tentacle holding Frodo, and pulls him to safety...Boromir hacks at the other Writhing Limbs. 20 more tentacles ripple out of the Lake! The dark water Boils as the hideous beast lashes out at the FELLOWSHIP! Again the creature grabs Frodo and pulls him to the lake, Frodo is flung in the air as the Fellowship battle the creature. Aragorn hacks at a tentacle...Frodo is released, falling into Boromir's arms.

                   GANDALF
         Into the mines!
                    BOROMIR
         Legolas!

Legolas shoots an Arrow into the creature's head, gaining a few vital seconds for Aragorn and Boromir as they race out of the water with Frodo. The FELLOWSHIP hurriedly back away from the Creature... retreating into the Moria Chamber as many Coiling arms seize the large doors.

INT. MORIA GATE -- NIGHT

With a shattering echo, the creature rips the doors away, creating a rock slide that crashes down the Cliff Face. Within seconds, tons of rock seal the doorway... throwing the Fellowship into Pitch Blackness.


                                                  (CONTINUED)
                                                            88.

CONTINUED:


A faint light rises from Gandalf's staff, throwing a Creepy Glow across the old wizards face.

                   GANDALF
             (ominous)
         We now have but one choice...we must face
         the long dark of Moria. Be on your
         guard...there are older and fouler things
         than the Orcs in the deep places of the
         world.
                                                     CUT TO:

INT. NEW CHAMBER, MORIA -- NIGHT

WIDE ON: the Fellowship crossing a precarious bridge above deep mine workings.

                   GANDALF
         Quietly, now. It's a four day journey to
         the other side. Let us hope that our
         presence will go unnoticed.

INT. MORIA CEMETERY CAVERN -- NIGHT

They continue up a steep stair, passing through a dwarf cemetery. The graves are despoiled...dwarf skeletons are strewn about and Goblin Graffiti is scrawled on monuments in dried Dwarf blood. The Atmosphere is very sinister.

                                                     CUT TO:

INT. MORIA TUNNEL FORK -- NIGHT

The path splits into three passages...each disappearing into dark tunnels. Gandalf pauses, frowning.

                   GANDALF
         I have no memory of this place.

LATER... The Fellowship are nervously waiting...while Gandalf sits, staring intently at the 3 tunnel mouths in front of him. He appears to be in some kind of trance.

CLOSE ON: FRODO

He turns at the sound of a faint noise down the tunnel behind them.

                   PIPPIN
         Are we lost?


                                                (CONTINUED)
                                                            89.

CONTINUED:


                   MERRY
         No. I don't think we are.   Shhhh,
         Gandalf's thinking.
                   PIPPIN
         Merry!
                   MERRY
         What?
                   PIPPIN
         I'm hungry.

Frodo's POV: a sudden glimpse of a creature darting in the darkness. Frodo is nervous...he approaches Gandalf.

                   FRO DO
             (whispers)
         There's something down there.
                   GANDALF
             (quietly)
         It's Gollum.
                   FRODO
         Gollum!
                   GANDALF
         He's been following us for three days.

TEASING SHOT: and emaciated, leering creature.

                   FRODO
             (disbelieving)
         He escaped the dungeons of Barad- dur?
                   GANDALF
         Escaped...or was set loose. And now the
         Ring has drawn him here...he will never
         be rid of his need for it. He hates and
         loves the ring, as he hates and loves
         himself. Smeagol's life is a sad story.
         Gandalf catches Frodo's look of surprise.
                   GANDALF (CONT'D)
         Yes...Smeagol he was once called...Before
         the ring came to him, before it drove him
         mad.

Gollum's withered fingers are gripping the cave wall...he is large, Luminous eyes blinking with malice.


                                                  (CONTINUED)
                                                    90.

CONTINUED: (2)


                   FRODO
            (grim)
        It's a pity Bilbo didn't kill him when he
        had the chance.
                  GANDALF
        Pity? It was pity that stayed Bilbo's
        hand. Many that live deserve death, and
        some that die deserve life. Can you give
        it to them, Frodo? Frodo frowns.
                  GANDALF (CONT'D)
        Do not be too eager to deal out death in
        judgment...even the very wise cannot see
        all ends. My heart tells me that Gollum
        has some part to play yet, for good or
        ill, before this is over. The pity of
        Bilbo may rule the fate of many.
                  FRODO
        I wish the ring had never come to me...I
        wish none of this had happened.
                  GANDALF
        So do all who live to see such times, but
        that is not for them to decide. All we
        have to decide is what to do with the
        time that is given to us. There is a note
        of finality in Gandalf's voice.
                  GANDALF (CONT'D)
        There are other forces at work in this
        world, Frodo, besides the will of evil.
        Bilbo was meant to find the ring. In
        which case, you also were meant to have
        it...and that is an encouraging thought,
            (sudden brightness)
        Ah! That it's that way! Gandalf points
        at the right hand tunnel...the Fellowship
        scramble to their feet.
                  MERRY
            (relieved)
        He's remembered!
                  GANDALF
        No, but the air doesn't smell so foul
        down there. If in doubt, Meriadoc,
        always follow your nose!
            (laughs)
        Ye s...
                                                              91.


INT. DWAROWDELF CHAMBER, MORIA -- DAY

The Fellowship pass under an arched doorway into a black and empty space. Gandalf pauses...

                   GALADRIEL
         Let me risk a little more light. Gandalf
         taps his staff...for a brief moment a
         light

blazes... like a silent Flash of Lightning. Great shadows spring up and flee...

                   GANDALF
         Behold! The great realm and Dwarf city
         of Dwarrowdelf! Frodo gasps at the brief
         sight of a vast roof, far above

their heads, upheld by many mighty pillars hewn of stone. Before them stretches a huge empty hall, with black walls, polished and smooth as glass.

                   SAM
         Well, there's an eye opener and no
         mistake!

Ahead of them, a wooden door has been smashed. Black arrows are embedded in the timbers. Two goblin skeletons lie in the doorway. Gimli rushes ahead...

                   GANDALF
         Gimli!!
                                                       CUT TO:

INT. BALIN'S TOMB, MORIA -- DAY

Gimli rushes into another vast empty chamber... lit with a narrow shaft of sunlight, beaming in from a small hole near the roof. Dwarf and Goblin skeletons are piled high. In the far corner sits a stone walled Well. A shaft of light falls directly onto a stone table in the middle of the room: a single oblong block, about 4 feet high, topped with a great slab of white stone. Gimli falls to his knees...

                   GIMLI
         No...no...oh, no!

Gimli sobs.

Gandalf quietly reads an inscription of runes, carved onto the white stone slab.


                                                  (CONTINUED)
                                                            92.

CONTINUED:


                     GANDALF
           "Here lies Balin, son of Fudin, Lord of
           Moria." He is dead, then. It's as I had
           feared.

Gandalf carefully lifts the rotting remains of a book from the white stone slab. It has been slashed and stabbed...and appears to be covered in Dried Blood. The pages crack and break as he opens it...

                     LEGOLAS
               (urgent whisper to Argorn)
           We must move on, we cannot linger.
                     GANDALF
               (reading)
           "They have taken the Bridge and the
           second hall: we have barred the
           gates...but cannot hold them for
           long...the ground shakes...drums in the
           deep...we cannot get out. A shadow moves
           in the dark. Will no- one save us? They
           are coming."

Unnerved, Pippin backs away nervously...He stumbles against the well, sending a precariously balanced Armored skeleton tumbling in! Merry reaches out, Grabbing hold of Pippin before he falls. The Fellowship freeze in stunned silence as the armored skeleton clatters down the deep well...echoing loudly!

INT. MORIA CAVERNS -- DAY

Gandalf turns angrily on Pippin.

                     GANDALF
               (angry)
           Fool of a Took! Throw yourself in next
           time and rid us of your stupidity!

ANGLE ON: PIPPIN, CHASTENED.

They fall silent. A low rolling boom rises from the depths below...growing louder...BOOM...BOOM...as if the caverns of Moria were turned into a vast drum. A great horn blasts nearby...Answering horns ... running feet...harsh cries... Sam's eyes glance at Frodo's belt...

                      SAM
               (worried)
           Mr. Frodo!


                                                    (CONTINUED)
                                                           93.

CONTINUED:


Frodo looks down. A cold blue glow is emanating from Sting's Scabbard! Frodo draws the Sword...and stares at its glowing blade!

                    LEGOLAS
         Orcs !
                   ARAGORN
             (to the hobbits)
         Get back! Stay close to Gandalf.

Aragorn and Boromir slam and wedge the doors. Boromir catches sight of something; he turns to Aragorn with shock in his eyes.

                   BOROMIR
         They have a cave troll!

Gimli snatches up two rusty dwarf axes and leaps onto the tomb.

                   GIMLI
             (yelling)
         Let them come! There is one Dwarf yet in
         Moria who still draws breath!

BOOM! The Door bursts open in a shower of wood fragments, and 20 Goblins charge into the tomb, followed by a huge cave troll! Gimli ducks a blow and immediately buries his Axes in 2 Goblin helmets. Aragorn and Boromir wade into the mass of Goblins with their swords. Legolas fires deadly arrows into Goblin throats, desperately trying to Shield the Hobbits! Gandalf is clutching his sword and joins in the battle! The cave troll is sweeping his club at Aragorn...who stumbles backwards...the huge club descends for the killing blow...suddenly, in a flash of steel, Boromir's long sword slices into the Scaly arm of the troll; it rears back, spewing green blood! Sam is backing up against a wall...a sword in one hand, a saucepan in the other. In desperation he swings wildly at a Goblin with a saucepan! It keels over...Sam looks surprised. He wallops another Goblin and it too, drops.

                   SAM
         I think I'm getting the hang of this.

The Cave Troll lunges forward, thrusting at Frodo's chest with his spear.

                    FRODO
         Aragorn!   Aragorn!


                                                 (CONTINUED)
                                                           94.

CONTINUED: (2)


Sam screams as Frodo is lifted off his feet by the spear tip and slammed against the wall.

                   ARAGORN
             (shocked yell)
         Frodo!!

The hobbits go crazy. Sam slashes at the cave troll's knee, bringing him down...Merry and Pippin jump on him...Legolas fires an arrow...and the cave troll topples, dead. Aragorn rushes to Frodo's side as he slumps to the floor...Frodo appears to be dead. Close on: Gandalf, Aragorn, Hobbits looking horrified... Suddenly Frodo coughs...takes a huge breath.

                   SAM
         He's alive!
                   FRODO
         I'm alright. I'm not hurt.
                   ARAGORN
         You should be dead. That spear would've
         skewered a wild boar!
                   GANDALF
         I think there's more to this hobbit than
         meets the eye.

Frodo open his shirt to reveal the Mithril Vest. The Troll Spear did not pierce the mithril."

                   GIMLI
         Mithril! You are full of surprises,
         Master Baggins.

BOOM. BOOM. BOOM the sound of the drums rings out again! Gandalf turns to the others.

                   GANDALF
         To the bridge of Khazad-dum!
                                                        CUT TO:

INT. DWAROWDELF CHAMBER, MORIA -- DAY

Gandalf leads the fellowship into the huge Dwarrowdelf Chamber.

                     GANDALF
         This way!


                                                  (CONTINUED)
                                                           95.

CONTINUED:


They hurry towards a distant door...as Goblins start scuttling down the Pillars behind them, like cockroaches! Frodo looks with horror at the overwhelming Goblin army that's rushing toward them! SUDDENLY! A deafening roar fills the air! A fiery light dances down the hallway... the pillars casting eerie shadows. The Goblins freeze. They back Fearfully away from the approaching beast...melting into the darkness.

                   BOROMIR
         What is this new devilry?

A HUGE SHADOW, surrounded by flame, falls across the hall..the ground shakes...an unearthly sound rumbles...

                   GANDALF
             (quietly)
         A Balrog..a demon of the ancient world!
         This foe is beyond any of you!
             (urgent yell)
         Run! Quickly!
                                                       CUT TO:

INT. STAIRWAY OF KHASAD-DUM, MORIA -- DAY

The BALROG, a massive creature rises from a chasm, a great 40 foot man-beast, with a mane of flames! In one hand is a blade...like a stabbing tongue of fire; in the other, a WHIP of many thongs. Aragorn leads the fellowship to the top of a dizzying stairway...Gandalf follows, leaning heavily on his staff. Close on: Aragorn looks at Gandalf, concerned.

                   GANDALF
         Lead them on, Aragorn.   The bridge is
         near.

Aragorn hesitates...Gandalf looks at him.

                   GANDALF (CONT'D)
         Do as I say; swords are no more use here.

THE FELLOWSHIP race down the stairway, Aragorn picks up Frodo..leaping across a gaping chasm. A NARROW BRIDGE, spanning a bottomless pit...Gandalf yells to the others: Aragorn makes to throw Gimli across the Chasm.

                   GIMLI
         Nobody tosses a dwarf! The BALROG smashes
         through the wall and spreads its vast
         wings.
                   (MORE)


                                                   (CONTINUED)
                                                           96.

CONTINUED:

                   GIMLI (CONT'D)
         It swoops down past the Fellowship,
         disappearing into a flaming pit!
                                                       CUT TO:

INT. BRIDGE OF KHAZAD-DUM, MORIA -- DAY

The Fellowship run into a hall...the floor is split with fissures that spit flame.

                   GANDALF
             (yelling)
         Over the bridge! Fly!

They race towards the slender bridge of stone...without kerb or rail...at the far end of the hall. The Fellowship recklessly hurry over the dizzying bridge..but Gandalf... the last..pauses in the middle of the span...he faces the Balrog...staff in one hand...Sword in the other! Frodo looks back in horror:

                   GANDALF (CONT'D)
         You cannot pass!
                   FRODO
             (alarmed yell)
         Gandalf!
                   GANDALF
             (yelling)
         I am a servant of the Secret Fire,
         wielder of the flame of Anor. The dark
         fire will not avail you, flame of Udun.

Frodo watches as the Balrog puts one foot on the bridge and draws up to Full Height, wings spreading from wall-to-wall. Gandalf is a tiny figure, balanced precariously on the narrow bridge.

                   GANDALF (CONT'D)
         Go back to the shadow! The BALROG slashes
         at Gandalf with its Sword of

flame...Gandalf blocks with his sword...a ringing clash and the Balrog's sword shatters into molten fragments!

                   GANDALF (CONT'D)
             (booming)
         You shall not pass!! The Balrog places
         one foot onto the bridge. Aragorn and
         Boromir race forward, swords drawn.

GANDALF CRIES ALOUD as he summons up his LAST RESERVES OF STRENGTH!

                                                   (CONTINUED)
                                                         97.

CONTINUED:

He thumps the bridge with his staff...a blinding sheet of white flame springs up... the staff shatters...the bridge breaks... right at Balrog's feet. The stone bridge drops away into the gulf...from under the Balrog. For a moment, the great Beast remains poised in the air...then it plunges down: in slow motion Relief floods Frodo's face..Gandalf remains trembling on the lip of the broken bridge. Slow motion: As the Balrog falls, he lashes out with his whip of fire... Slow motion: The thongs of the whip lash and curl around Gandalf's knees, dragging him over the brink! Gandalf just manages to hand on by his fingertips

                   FRODO
             (screaming)
         Gandalf!
                   GANDALF
             (fierce)
         Fly, you fools!

CLOSE ON: Gandalf lets go his grip and falls away... following the Balrog into the bottomless Abyss! Frodo cries out! Boromir scoops him up and carries him away.

                    FRODO
         No!
                    ARAGORN
         Gandalf!

They rush towards an archway.

                                                     CUT TO:

EXT. DIMROLL DALE DOOR -- DAY

The Fellowship tumble out of the Great Eastern Gate on to a grassy sunlit hillside. Sam, Merry, and Pippin fall slowly to the ground, Sobbing...Aragorn turns to Legolas and Gimli.

                   ARAGORN
             (urgent)
         Legolas, get them up!
                   BOROMIR
         Give them a moment...for pity's sake!
                   ARAGORN
         By nightfall these hills will be swarming
         with Orcs! We must reach the woods of
         Lothlorien. Come, Boromir, Legolas,
         Gimli, get them up. On your feet, Sam.
                   (MORE)


                                                 (CONTINUED)
                                                            98.

CONTINUED:

                    ARAGORN (CONT'D)
         Boromir glances towards Frodo, then back
         at Aragorn. Frodo is walking away, as if
         in a daze.
                    ARAGORN (CONT'D)
         Frodo?   Frodo!

CLOSE ON: FRODO SLOWLY TURNS...a look of numb shock on his devastated face. The Fellowship marches on.

                                                       CUT TO:

EXT. DIMRILL DALE HILLSIDE--DUSK

Aragorn scours ahead of the company, as they stumble on in the fading light...in the distance the shimmer of a large forest can be seen...Lothlorien!

EXT. EDGE OF LOTHLORIEN--DUSK

WIDE ON: The fellowship run across a forest floor strewn with yellow flowers..above is a roof of golden leaves, held up by silver pillars...the trunks of huge, grey trees. Gimli looks nervously around...

                   GIMLI
         Stay close, young hobbits..they say a
         Sorceress lives in these woods. An elf-
         witch of terrible power. All who look
         upon her fall under her spell...

Frodo hesitates...a STRANGE VOICE whispers in his head...

                      GALADRIEL (V.O.)
         Frodo...
                   GIMLI
         And are never seen again!
                   GALADRIEL (V.O.)
         ...your coming to us is as the footsteps
         of doom. You bring great evil here,
         Ringbearer.
                      SAM
         Mr. Frodo?
                   GIMLI
         Well, here's one dwarf she won't ensnare
         so easily. I have the eyes of a hawk and
         the ears of a fox!



                                                   (CONTINUED)
                                                          99.

CONTINUED:


The FELLOWSHIP are suddenly surrounded by ARMED ELVES. Deadly arrows aimed at their heads. HALDIR, the Elvish captain steps forward... he looks at Gimli with disdain.

                   HALDIR
         The dwarf breathes so loud we could have
         shot him in the dark.
                   ARAGORN
             (Elvish: with subtitles)
         Haldir of Lorien, we come here for your
         help. We need your protection.
                   GIMLI
         Aragorn! These woods are perilous. We
         should go back.
                   HALDIR
         You have entered the realm of the Lady of
         the Wood. You cannot go back.

Haldir's eyes lock onto Frodo.

                   HALDIR (CONT'D)
         Come, she is waiting.
                                                      CUT TO:

EXT. LOTHLORIEN HILLTOP -- DAY

Haldir leads the Fellowship onto a Hill Top. They look with wonderment at the vista spread before them.

Several miles towards the South, a Large Hill rises out of the woods. Upon the hill rise many mighty Mallorn Trees, taller than any others...Nestled high in the crown of the mallorns is a Beautiful City. It Gleams in the low rays of the late afternoon sun..green, gold, and silver. To the east of Caras Galadhon, the Woods of Lorien run down the pale gleam of Anduin, the great river. Beyond the River, the land appears flat and empty, formless and vague, until far away, it rises again like a dark and dreary wall. The Sun that lies on Lothlorien has not power to enlighten the shadows that lie beyond.

                                                      CUT TO:

INT. CELEBORN'S CHAMBER, CARAS GALADHON -- NIGHT

                                                         100.


ANGLE ON: THE FELLOWSHIP

step onto a wide fleet filled with a soft light. The walls are green and silver, the roof gold and in its midst is the trunk of the might Mallorn tree, now tapering toward its crown. Celeborn steps forward to greet the guests. His hair is long and silver, his face grave and beautiful, with no sign of age upon it. Next to him stands Galadriel, the Lady of the Elves. She has hair of deep gold and timeless, unsurpassed beauty. Celeborn looks hard at Aragorn...

                   CELEBORN
         Eight there are, yet nine there were set
         out from Rivendell. Tell me, where is
         Gandalf, for I much desire to speak with
         him.

Frodo looks at Galadriel, standing silently beside Celeborn.

                   GALADRIEL (V.O.)
             (softly aloud)
         ...he has fallen into shadow. Galadriel
         looks to Aragorn.
                   GALADRIEL (CONT'D)
         The Quest stands upon the edge of a
         knife. Stray but a little and it will
         fail, to the ruin of all...Yet hope
         remains while the company is true.

Galadriel's eyes settle on Sam.

                   GALADRIEL (CONT'D)
         Do not let your hearts be troubled. Go
         now and rest for you are weary with
         sorrow and much toil. Galadriel's eyes
         turn to Frodo...her voice fades.
                   GALADRIEL (CONT'D)
         Tonight you will sleep in peace.
             (whispered v/o)
         Welcome, Frodo of the Shire... CLOSE ON:
         FRODO looks at GALADRIEL. SUDDEN INSERT:
         GALADRIEL as she is on the other

side... Powerful, divine...no longer of this world..a Piercing white light surrounds her.

                   GALADRIEL (V.O.) (CONT'D)
         ...one who has seen the eye.
                                                       CUT TO:
                                                         101.


EXT. CARAS GALADHON LAWN -- NIGHT

Gimli, Legolas, Merry, Pippin, Frodo and Sam are in a pavilion set among the trees near the fountain. They lie on soft couches as Elves leave food and wine for them. MOURNFUL SINGING drifts down from the trees above.

                   LEGOLAS
             (sadly)
         A lament for Gandalf...
                   MERRY
         What do they say about him?
                   LEGOLAS
         I have not the heart to tell you. For me,
         the grief is still too near. Boromir is
         sitting alone...Aragorn approaches him.
                    ARAGORN
         Take some rest..these borders are well
         protected.

Moonlight catches the trace of tears on Boromir's face. Aragorn kneels down beside him.

                   BOROMIR
         I will find no rest here. I heard her
         voice inside my head...she spoke of my
         father and the fall of Gondor, and she
         said to me: "Even now, there
                   BOROMIR (CONT'D)
         is hope left. But I cannot see it...it
         is long since we had any hope.

CLOSE ON: BOROMIR looks at ARAGORN in despair.

                   BOROMIR (CONT'D)
         My father is a noble man, but his rule is
         failing and our..our people lose faith.
         He looks to me to make things right...and
         I would do it, I would see the glory of
         Gondor restored. Have you ever seen it,
         Aragorn? The White Tower of Ecthelion,
         glimmering like a spike of pearl and
         silver, its banners caught high in the
         morning breeze...have you ever been
         called home by the clear ringing of
         silver trumpets?
                   ARAGORN
         I have seen the white city..long ago.
                                                  (CONTINUED)
                                                            102.

CONTINUED:


Boromir feels Aragorn's love for Minas Tirith and takes heart,

                     BOROMIR
           One day our paths will lead us there, and
           the tower guards shall take up the call
            "the Lords of Gondor have returned."

Aragorn returns Boromir's smile...betraying his disquiet sadness only when Boromir looks away.

                                                         CUT TO:

LATER....

The Fellowship are asleep on their beds. Gimli is snoring loudly. CLOSE ON: BARE FEET tread soundlessly across the lawn. CLOSE ON: Frodo's eyes flicker open...as if by instinct. GALADRIEL, her White dress glowing in the moonlight, glances at him. Frodo follows her...as if drawn by an invisible force.

                                                         CUT TO:

EXT. GALADRIELS GLADE, LORTHLORIEN -- NIGHT

Upon a low stone pedestal, carved like a branching tree, sits a shallow Silver Basin. Galadriel leads Frodo into the small Glade.

                     GALADRIEL
           Will you look into the mirror? Frodo
           looks with apprehension at the silver
           basin.
                     FRODO
               (warily)
           What will I see?

Galadriel pours water into the basin from a silver jug...a glow rises from the water.

                     GALADRIEL
           Even the wisest cannot tell for the
           mirror shows many things...things that
           were ..things that are...and some things
           that have not yet come to pass.

Frodo slowly steps up to the pedestal...he peers into the glossy surface. The night sky is reflected into the water... suddenly a figure takes form...the bowed figure of an old man, clad in white robes. He walks down a long road. Frodo leans closer to the mirror's surface...

                                                         103.


CLOSE ON: GANDALF LIFTS HIS HEAD AND LOOKS DIRECTLY AT FRODO!

FRODO gasps, his face lighting up with hope.

                   FRODO
             (joyous)
         Gandalf!

Gandalf looks at Frodo with a fierce intensity. Frodo reaches out his hand toward the surface of the mirror. Suddenly the image flares, burning out to white. The vision shifts...Frodo gasps in horror! The Shire is in ruins! The image suddenly widens to fill the screen...buildings burning...bodies strewn about...Dark Shapes of ORCS looting and destroying...Bag End, billowing in flames! The Party tree is hacked down. Frodo reels back as the mirror seems to grow...the nightmarish image sweeps past his head, engulfing him entirely.

IMAGE: Hobbiton...now an Industrial wasteland! The fields and trees destroyed...replaced with Brick factories belching smoke! IMAGE: ORCS brutally herd manacled Hobbits into the Factories! We see Sam...Merry... and Rosie Cotton. Soot- stained and sobbing, they disappear into the factory hell- hole! Suddenly, the mirror goes dark...and out of the black abyss a single eye grows. CLOSE ON: FRODO IS FROZEN. Unable to move or cry out. The ring dangles from his neck, inches above the water...not shimmering with curls of steam. Fire erupts around the eye... With a Yell, Frodo pushes himself away from the pedestal and collapses on the ground. Light instantly fades from the mirror. Frodo comes to his senses...he is shocked. Galadriel stands still as a statue, unmoved, untouched by the horror.

                   GALADRIEL
         I know what it is you saw...for it is
         also in my mind. It is the future,
         Frodo. It is what will come to pass if
         you should fail.

Galadriel looks at Frodo intensely...Frodo looks down...in his hand he is clutching the ring. Frodo looks up at Galadriel.

                   GALADRIEL (CONT'D)
         The fellowship is breaking. It has
         already begun. He will try to take the
         ring. You know of whom I speak. One by
         one, it will destroy them all.
                   FRODO (V.O.)
         If you ask it of me, I will give you the
         One Ring.
                                                  (CONTINUED)
                                                        104.

CONTINUED:


                   GALADRIEL
         You offer it to me freely...I do not deny
         that my heart has greatly desired this.

Galadriel suddenly seems to rise in stature before Frodo's eyes. Frodo is suddenly afraid of her.

                   GALADRIEL (CONT'D)
         In place of the Dark Lord, you would have
         a Queen, not dark, but beautiful and
         terrible as the Dawn. Treacherous as the
         Sea! Stronger than the foundations of
         the earth...all shall love me and
         despair! Frodo takes a step away from
         Galadriel...

Galadriel suddenly laughs...a slender Elf-woman once more, clad in simple white, her voice soft and sad.

                   GALADRIEL (CONT'D)
             (gently)
         I pass the test.
             (laughs)
         I will diminish and go into the west and
         remain Galadriel. Frodo's confidence
         drains away.
                   FRODO
         I cannot do this alone...
                   GALADRIEL
         You are the ring-bearer, Frodo...to bear
         a ring of power is to be alone. This task
         was appointed to you, and if you do not
         find a way, no one will.

Frodo realizes what her message is.

                   FRODO
         Then I know what I must do. It's
         just...I'm afraid to do it. Galadriel
         kneels down to Frodo's height, staring at
         him intently.
                   GALADRIEL
         Even the smallest person can change the
         course of the future.

The Ring lies in the palm of Frodo's hand...his fingers close over it.

                                                     CUT TO:
                                                        105.


INT. ORTHANC CHAMBER -- DAY

Naked, Lurtz's eyes follow Saruman, alight with a mean intelligence.

                   SARUMAN (V.O.)
             (smiles)
         They were Elves once. Taken by the Dark
         Powers ... tortured and mutilated...a
         ruined and terrible form of life. And
         now...perfected. My fighting Uruk-Hai.
         Whom do you serve?
                   LURTZ
             (gutteral rasp)
         Saruman.

INT. CAVERNS BELOW ISENGARD -- DAY

QUICK CUTS: LURTZ is quickly armored...Breastplate...Leg guards, Helmet...a sword is thrust in Lurtz's hand. The URUK- HAI are smearing themselves in white paint...a creepy ritualistic ceremony...the white hand of Isengard is smeared on bodies, faces, and armor. SARUMAN address a crowd of 200 fully armed URUK-HAI.

                   SARUMAN
         Hunt them down. Do not stop until they
         are found. You do not know pain. You do
         not know fear. You will taste man-flesh.
         Saruman turns to Lurtz.
                   SARUMAN (CONT'D)
             (coldly)
         One of the Halflings carries something of
         great value...bring him to me...alive and
         unspoiled...kill the others.

EXT. ISENGARD -- DAY

Lurtz is leading 200 URUK-HAI out of Isengard..they run fast, their powerful legs carrying them at speed.

EXT. SILVERLODE RIVER BANK--DAWN

The Fellowship are in small elven boats. They row away from the Lothlorien Shore into the Silverlode river. Elves quietly watch them depart. Galadriel gives Frodo a small Crystal Phial.

                   GALADRIEL
         Farewell, Frodo Baggins. I give you the
         light of Earendil, our most beloved star.
                                                (CONTINUED)
                                                           106.

CONTINUED:


As the Fellowship's boats drift past, Galadriel stands alone, watching from the banks of the river. In his head, Frodo still hears her voice...

                   GALADRIEL (V.O.) (CONT'D)
         May it be a light for you in dark places,
         when all other lights go out.

EXT. RIVER ANDUIN -- DAY

The boats pass into the great river Anduin. The Three Elven boats carry the Fellowship steadily southward. Green trees slowly give way to a brown and withered land.

EXT. FOREST -- DAY

The Uruk forces are running through the trees with deadly purpose.

EXT. RIVER ANDUIN -- DAY

A flock of birds circle high above, Black against the pale sky. Aragorn watches them with concern.

EXT. PILLARS OF THE KINGS, RIVER ANDUIN--DAWN

The Three Elven boats drift slowly through the steep rocky gorge in the Pre-dawn light. CLOSE ON: ARAGORN, slowly paddling in the stern.

                   ARAGORN
             (quietly)
         Frodo.

Frodo slowly looks up, his eyes widening with amazement. Wide on: Two enormous rock statues, towering like 300 foot pinnacles on either side of the river...carved images of Gondorian kings of old. They loom over the boats with power and majesty.

                   ARAGORN (CONT'D)
         The Argonath...

Close on: Aragorn...strangely moved by the beauty of the silent sentinels. He speaks, almost as if to himself.

                   ARAGORN (CONT'D)
             (deeply moved)
         Long have I desired to look upon the
         kings of old...my kin.

The fellowship stare in stunned silence as the current takes them through the narrow gap between the Statues' feet.

                                                (CONTINUED)
                                                           107.

CONTINUED:


Wide on: Craning up past the statues vast crumbling heads, to reveal a large lake only a mile down river...

EXT. SHORE OF NEN HITHOEL -- DAY

ANGLE ON: THE FELLOWSHIP

As they leap out of the boats and clamber onto the wooded shore.

                   ARAGORN
         We cross the lake at nightfall, hide the
         boats and continue on foot..we approach
         Mordor from the North.
                   GIMLI
             (gloomy)
         Oh, yes, just a simple matter of finding
         our way through Emyn Muil, an impassable
         labyrinth of razor sharp rocks. And
         after that gets even better...a
         festering, stinking marshland, far as the
         eye can see.
                   ARAGORN
         That is our Road...I suggest you take
         some rest and recover your strength,
         Master Dwarf.
                   GIMLI
             (indignant)
         Recover my...

Legolas turns to Aragorn with urgency.

                   LEGOLAS
         We should leave now.
                   ARAGORN
         No. Orcs patrol the Eastern shore. We
         must wait for cover of darkness.
                   LEGOLAS
         It is not the Eastern shore that worries
         me.

Legolas casts a glance around into the Parth Galen forest...

                   LEGOLAS (CONT'D)
         A shadow and a threat has been growing in
         my mind. Something draws near, I can
         feel it.


                                                 (CONTINUED)
                                                          108.

CONTINUED:


Aragorn looks at Legolas, knowing full well what he means. Sam has slumped asleep...Merry dumps a small pile of kindling at Gimli's feet...

                   MERRY
         Where's Frodo?

Sam sits up with a start...Aragorn's head snaps round..his eyes fly to Boromir's shield which lies abandoned by his camp bed. CLOSE ON: ARAGORN.... as he realizes Boromir has gone!

EXT. SLOPES OF AMON HEN -- DAY

Frodo is walking beneath the trees...lost in thought. His feet hit the rough edge of an ancient stone slab...his eyes follow an overgrown path towards stone stairs leading to the summit of Amon Hen...the seeing seat. A CRACKLING SOUND! Frodo freezes....

                   BOROMIR
             (quietly)
         None of us should wander alone; you least
         of all. So much depends on you...Frodo?

Frodo turns slowly...he stares at Boromir, tense, cautious.

                   BOROMIR (CONT'D)
         I know why you seek solitude. You
         suffer, I see it day by day. Are you
         sure you do not suffer needlessly?

Frodo stands silent for a moment..the murmur of the Wind in the trees and the distant roar of the falls of Rauros can be heard

                   BOROMIR (CONT'D)
         Let me help you. There are other ways,
         Frodo..other paths that we might take.
                   FRODO
         I know what you would say, and it would
         seem like wisdom but for the warning of
         my heart.
                    BOROMIR
         Warning?   Against what?

Boromir has started forward towards Frodo, he pulls himself up.



                                                   (CONTINUED)
                                                        109.

CONTINUED:


                   BOROMIR (CONT'D)
         We are all afraid, Frodo. But to let that
         fear drive us to destroy what hope we
         have...don't you see that is madness?
                   FRODO
         There is no other way.
                   BOROMIR
         I ask only for the strength to defend my
         people.
             (angrily drops the wood he has
              collected)
         If you would but lend me the ring...
                   FRODO
         No. . .

Frodo steps hurriedly away from Boromir.

                   BOROMIR
         Why do you recoil?   I am no thief.
                    FRODO
             (wary)
         You are not yourself.
                   BOROMIR
         What chance do you think you have? They
         will find you, they will take the ring
         and you will beg for death before the
         end.

Frodo turns to leave.

                   BOROMIR (CONT'D)
         You fool! It is not yours save by
         unhappy chance...it might have been mine.
         It should be mine. Give it to me! Give
         me the ring.

Boromir leaps on top of Frodo, grasping for the ring! Frodo has only moments to act. Frodo rips the ring from around his neck..and rams it on his finger.

                   FRODO DISAPPEARS
         Boromir spins wildly around, yelling into
         thin air!
                   BOROMIR
         I see your mind...you will take the ring
         to Sauron. You will betray us! You go to
         your death and the death of us all.
                   (MORE)
                                                 (CONTINUED)
                                                          110.

CONTINUED: (2)

                     BOROMIR (CONT'D)
           Curse you! Curse you and your Halflings!
           Boromir stumbles and falls. His body
           shakes as if in the Throes of a
           fit...slowly he comes to.
                     BOROMIR (CONT'D)
               (Disoriented)
           Frodo! Frodo! What have I done. Please,
           Frodo...

EXT. SEEING SEAT -- DAY

                                         IN THE TWILIGHT WORLD:

FRODO races through the misty twilight world, past the foggy shapes of twisted trees. Somewhere behind him, Boromir's distraught voice carries from another dimension:

                     BOROMIR (O.S.)
           I'm sorry, Frodo...Frodo...

Frodo suddenly finds himself on the stone steps...he clambers up the stairs, onto a high seat, perched on four stone pillars. Frodo cowers on the seat, like a lost child upon the throne of mountain kings. The world of mist swirls around him. Frodo peers out from the seat...the world seems to shrink. In all directions, Views of far off lands telescope towards him through the mist. IMAGES: ORCS spilling out of holes in the misty mountains... flames rising from Mirkwood...grim faced easterlings march to war...black ships sailing into the south. All the power of the Dark Lord is in motion. Frodo moves his gaze towards the east...fire explodes against the smoke, as a huge mass of black battlements fills Frodo's vision. A mountain of iron, immeasurably strong, tower of adamant: Barad-dur, FORTRESS OF SAURON!

SUDDENLY! SAURON'S EYE LEAPS TOWARD FRODO LIKE A FINGER OF

LIGHT.

SAURON (V.O.)

(IN BLACK SPEECH)

They will fall! Frodo leaps off the seat, and tumbles down the stairs! The eye sweeps Amon Hen like a searchlight, seeking its ring! With a huge effort, Frodo wrenches the ring off his finger...

EXT. SUMMIT OF AMON HEN -- DAY

Frodo lies gasping on the summit of Amon Hen...below the ancient ruins of the seeing seat.

                                                           111.


AT THAT MOMENT: A BLACK BOOT STEPS INTO SHOT!

Frodo looks up as Aragorn towers over him.

                      ARAGORN
         Frodo?
                    FRODO
             (numb)
         It has taken Boromir. ARAGORN moves
         towards Frodo...
                   ARAGORN
             (urgent)
         Where is the ring?

Frodo backs away from Aragorn...Aragorn is shocked by the movement.

                      FRODO
         Stay away!
                   ARAGORN
         Frodo...I swore to protect you.
                   FRODO
         Can you protect me from yourself?

Frodo uncurls his fist...in is palm lies the ring! It glints, gold and beautiful in the afternoon sun...Aragorn's eyes are drawn to it.

                   FRODO (CONT'D)
         Would you destroy it?
                   ARAGORN
             (kneeling to Frodo)
         I would have gone with you to the end...
         into the very fires of Mordor.
                   FRODO
         I know...Look after the others,
         especially Sam...he will not understand.

Aragorn freezes! He draws his sword.

                    ARAGORN
             (urgent)
         Go, Frodo!

Frodo hesitates.


                                                (CONTINUED)
                                                          112.

CONTINUED:


                   ARAGORN (CONT'D)
             (yells)
         Run! Run!!

Frodo backs away into the trees...as 200 URUK-HAI SWARM onto Amon Hen behind Aragorn!

Aragorn attacks the leading URUK-HAI like a madman... he brings two down with his sword...leaping into the ruins as others close in on him. Frodo scrambles down the hillside, away from the fight. Aragorn battles the URUK-HAI, amongst the pillars and blocks of Amon Hen. Despite his bravery, he is quickly surrounded... SUDDENLY: ELVEN ARROWS smash into the URUK-HAI. Legolas races out of the woods, firing his bow. Gimli leaps into the battle, wielding his might axe.

EXT. PARTH GALEN HILLSIDE -- DAY

Frodo is darting down the steep hillside as heave feet thunder down behind him.

                      SAM
         Mr. Frodo!

Sam looks around for Frodo. CLOSE ON: LURTZ ordering his URUKS.

                    LURTZ
         Find the Halflings ... find the
         halflings!

Frodo stumbles and falls...quickly he crawls behind a tree...above him the sound of Uruk-Hai crashing through the forest rings out.

                   MERRY (O.S.)
             (urgent whisper)
         Frodo!

Frodo turns to see Merry and Pippin hidden in a hollow, a few feet away.

                   MERRY (CONT'D)
         Hide here, quick!
                      PIPPIN
         Come on...

Frodo looks at his friends... slowly shakes his head, a great sadness in his eyes...

                   PIPPIN (CONT'D)
         What's he doing?
                                                (CONTINUED)
                                                         113.

CONTINUED:


Merry's eyes meet Frodo's. Understanding.

                   MERRY
             (softly)
         He's leaving.
                       PIPPIN
         No!

Pippin stands and makes a move toward Frodo...Merry grabs at his arm.

                       MERRY
         Pippin!

THE ECHO OF BOROMIR'S HORN reaches Aragorn, Legolas, and Gimli...they are battling their way down the Slopes towards the lake.

                   LEGOLAS
         The horn of Gondor!
                       ARAGORN
         Boromir!

Aragorn desperately slashes his way towards Boromir, felling URUK-HAI in his path...while Legolas and Gimli fight a rear guard action. MANY URUK-HAI fall to Boromir's sword as he tries to protect Merry and Pippin...

                       BOROMIR
         Run!   Run!

Lurtz takes aim. A black arrow suddenly thuds into Boromir's chest. Amazingly, Boromir continues fighting, but another arrow...and another, brings him to his knees. Merry and Pippin are scooped off their feet by URUK-HAI.

                       MERRY & PIPPIN
         Aaaaagh!      Boromir! Boromir!

Lurtz aims his bow at Boromir's heart... suddenly Aragorn charges at him, smashing the Bow with his sword. They lock into a deadly battle. Aragorn cuts Lurtz down and races towards Boromir, who lies slumped against a tree...URUK-HAI arrows sticking out of his chest. At least 20 dead URUK-HAI lie heaped around Boromir. His horn lies at his feet...Cloven in two.

                   BOROMIR
             (painful gasp)
         They took the little ones...
                   (MORE)
                                                  (CONTINUED)
                                                           114.

CONTINUED: (2)

                   BOROMIR (CONT'D)
         Aragorn quickly tries to staunch the flow
         of Blood from Boromir's shoulder.
                   BOROMIR (CONT'D)
             (panicked)
         Frodo...where is Frodo?
                   ARAGORN
         I let Frodo go.

Boromir holds Aragorn's gaze.

                   BOROMIR
         Then you did what I could not.   I tried
         to take the ring from him.
                   ARAGORN
         The ring is beyond our reach now.
                   BOROMIR
         Forgive me, I did not see..I have failed
         you all.
                   ARAGORN
         No, Boromir. You fought bravely. You
         have kept your honor. Aragorn tries to
         bind Boromir's wound.
                   BOROMIR
         Leave it! It is over...the world of Men
         will fall and all will come to darkness
         and my city to ruin..Aragorn..
                   ARAGORN
         I do not know what strength is in my
         blood, but I swear to you... I will not
         let the White City fall, nor your people
         fail...
                   BOROMIR
         Our people...our people...

Aragorn places Boromir's sword in his hand. Boromir's fingers tighten around the hilt.

                   BOROMIR (CONT'D)
         I would have followed you, my
         brother...my captain, my King. Aragorn
         lays Boromir down. He is dead.
                   ARAGORN
         Be at peace, son of Gondor. Aragorn bends
         and Kisses Boromir's forehead.
                   (MORE)
                                                    (CONTINUED)
                                                           115.

CONTINUED: (3)

                    ARAGORN (CONT'D)
          Legolas and Gimli appear behind
          him...Aragorn stands.
                    ARAGORN (CONT'D)
          They will look for his coming from the
          white tower...but he will not return.

EXT. SHORE OF NEN HITHOEL -- DAY

On the lakeshore Frodo stands in front of one of the Elvish Boats, the ring in his palm. A distraught Sam...running as hard as he can through the forest...

                       SAM
          Mr. Frodo!

Close on: Frodo looks to the far side of the river...the camera moves in on the ring.

                    FRODO (V.O.)
          I wish the ring had never come to me..I
          wish none of this had happened...

Tears fall down Frodo's face...

                    GANDALF (V.O.)
          So do all who lie to see such times...but
          that is not for them to decide. All we
          have to decide is what to do with the
          time that is given us.

With renewed determination, Frodo tucks the ring inside his vest pocket. The small figure of Frodo pushing the Elvish boat into the water... Sam bursts through the trees and runs toward the lake...Frodo is already paddling away.

                    SAM
              (anguished)
          Not alone, Frodo. Mr. Frodo! Frodo, in
          the boat, paddling steadfastly away from
          the

shore..tears in his eyes..the voice of Sam carried on the wind. Frodo whispers to himself

                       FRODO
          No, Sam.

Sam looks at the water...then at the boat.

SPLASH! FRODO turns to see Sam launching himself into the water.


                                                    (CONTINUED)
                                                           116.

CONTINUED:


                   FRODO (CONT'D)
         Go back,Sam. I'm going to Mordor alone.

Sam splashes hopelessly toward the boat.

                   SAM
         Of course you are...and I'm coming with
         you!
                   FRODO
         You can't swim.

Sam starts to go under, spluttering and coughing...Frodo drops his paddle and scrambles backwards in the boat...

                      FRODO (CONT'D)
                (frightened)
         Sam!

Sam is underwater...hands flailing helplessly as he sinks. Close on: Frodo's hand grasping Sam's... Frodo pulls a bedraggled and half drowned Sam into the boat. Frodo and Sam look at each other, out of breath, tears and water streaming down both their faces.

                    SAM
         I made a promise, Mr. Frodo...a promise.
             (fierce passion)
         "Don't you leave him, Samwise Gamgee."
             (sobs)
         And I don't mean to...I don't mean to.
                   FRODO
             (crying)
         Oh, Sam!

Frodo starts to laugh through his tears...the two friends hug.

                   FRODO (CONT'D)
         Come on then..

The two Hobbits row through the water...

EXT. FALLS OF RAUROS AERIAL -- DAY

Slow motion: Looking down on swiftly flowing water...Boromir's body slides under camera.

He is lying in one of the boats, his arms across his chest..his broken horn at his side. Suddenly... the boat drops away from camera...as it plunges over the massive falls of Rauros, disappearing into the vapor below.

                                                   (CONTINUED)
                                                          117.

CONTINUED:


                   LEGOLAS
         If we are quick, we will catch Frodo and
         Sam before nightfall.

Aragorn looks towards the far shore; Frodo and Sam's small Boat can be seen lying on the distant Riverbank as Frodo and Sam make off into the forest beyond. He doesn't react. Legolas turns and looks at Aragorn.

                   LEGOLAS (CONT'D)
         You mean not to follow them...
                   ARAGORN
         Frodo's fate is no longer in our hands.
                   GIMLI
         Then it has all been in vain...the
         fellowship has failed.
                   ARAGORN
         Not if we hold true to each other. We
         will not abandon Merry and Pippin to
         torment and death, not while we have
         strength left.

Aragorn pulls a HUNTING KNIFE out of his pack and straps it on.

                   ARAGORN (CONT'D)
         Leave all that can be spared behind...
         CLOSE ON: ARAGORN..a steely light in his
         eye.
                   ARAGORN (CONT'D)
             (grimly)
         We travel light. Let's hunt some Orc.
                      GIMLI
         Yes!   Ha!

Aragorn, Legolas, and Gimli disappear into the Woods, following the URUK-HAI trail.

EXT. EMYN MUIL HILLTOP -- DAY

Frodo and Sam scramble onto a high ridge.

A distant line of Saw toothed mountains below a dark, oppressive sky. Black volcanic smoke rises behind the mountains....MORDOR!



                                                   (CONTINUED)
                                                           118.

CONTINUED:


                    FRODO
         Mordor!   I hope the others find a safer
         road.
                   SAM
             (simply)
         Strider'll look after them.
                   FRODO
         I don't suppose we'll ever see them
         again.
                   SAM
         We may yet, Mr. Frodo.   We may.
                    FRODO
         Sam?

Frodo looks at Sam with great affection..despite the grim outlook, Sam is undeterred...

                   FRODO (CONT'D)
         I'm glad you're with me.

WIDE ON: THE TWO HOBBITS SETTING OFF TOWARD MORDOR.

THE END </poem>