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              For Your Consideration
            Best Adapted Screenplay By
    Fran Walsh, Philippa Boyens, Peter Jackson
       Based on the Book by J.R.R. Tolkien




THE LORD OF THE RINGS: THE RETURN OF THE KING

BLACK SCREEN . . .

SUPER: New Line Cinema Presents

SUPER: A WingNut Films Production

BLACK SCREEN:

EXT. RIVER ANDUIN - DAY

ANGLE ON: SMEAGOL and his cousin, DEAGOL, sit in a SMALL
CORACLE, their FISHING LINES draped over the side . . . SUNSHINE
glinting off the surface of the water.

An idyllic image.

SUDDENLY . . . DEAGOL's FISHING ROD BENDS under the weight of a
LARGE FISH.

                        DEAGOL
                 (excited)
            Smeagol, I've got one!
                 (he laughs)
            I've got a fish, Smeagol!

                       SMEAGOL
                 (excitedly)
            Go on, pull it in.

DEAGOL pulls on his ROD, but is HAULED OVERBOARD and
disappears underwater with a SPLASH!

ANGLE ON: SMEAGOL leaning over the BOAT . . . CONCERNED.

                       SMEAGOL (cont'd)
                 (worried)
            Deagol!

EXT. UNDERWATER, RIVER ANDUIN - DAY

ANGLE ON: DEAGOL is towed to the RIVER BED by a LARGE FISH
. . . he suddenly lets go of the line . . . eyes fixed on a
SHINING GOLD RING, lying in 'the SILT.

                                     Final Revision - October, 2003 2



EXT. RIVER ANDUIN, GLADDEN FIELDS - DAY

CLOSE ON: DEAGOL climbs out of the WATER, onto the RIVER
BANK.

CLOSE ON: the RING revealed in DEAGOL'S PALM . . .

ANGLE ON: SMEAGOL peers over his shoulder . . . the GOLD
reflects in SMEAGOL'S EYES!

ON SOUNDTRACK: The HUM of the RING growing LOUDER . . .

                     SMEAGOL
           Give us that, Deagol, my love!

DEAGOL turns to look at him, a smirk on his face.

                      DEAGOL
           Why?

CLOSE ON: SMEAGOL moves towards DEAGOL . . .

                     SMEAGOL
           Because its my birthday, and I wants it.

ANGLE ON: SMEAGOL jumps on DEAGOL . . . STRANGLING HIM! SMEAGOL
rips the GLITTERING RING from DEAGOL'S LIMP HAND.

                      SMEAGOL (cont'd)
           My precious!

CLOSE ON: SMEAGOL slips the RING onto his FINGER and DISAPPEARS.

                                                       DISSOLVE TO:

INT. MISTY MOUNTAINS CAVES - DAY

IMAGES: SMEAGOL descending into madness. His body TWISTS and
DISTORTS . . . he becomes a CREEPY, SHRIVELLED wretch . . . finally
crawling into a DARK CAVE beneath the MISTY MOUNTAINS.

                     SMEAGOL V/0
           They cursed us. Murderer. Murderer they
           called us. They cursed us and drove us
           away.
                      (M°RE) (CONTINUED)

                                      Final Revision - October, 2003 3.
CONTINUED:
                        SMEAGOL V/0 (cont'd)
             And we wept, Precious, we wept to be so
             alone. And we forgot the taste of bread,
             the sound of trees, the softness of the
             wind . . . We even forgot our own name.
                  (in a choking cough)
             Gollum! Gollum!

ANGLE ON: GOLLUM in the CAVE staring at the RING in his hand.

                        GOLLUM
             It's mine! My own. It came to me.

                        SMEAGOL
                  (ecstatic)
             My Precious.

                                                        DISSOLVE TO:

EXT. CULVERT, VALE OF MORGUL - DAWN

ANGLE ON: A GRIM LANDSCAPE, covered in THORN BUSHES and the
scars of RECENT FIRES. The DARK MORGUL VALLEY disappears up
towards the MOUNTAINS.

SETTLE ON: FRODO and SAM in a FILTHY CULVERT.
SAM twitches in a RESTLESS SLEEP. But FRODO is awake . . . His
hand trails down to the CHAIN around his NECK ...

A SUDDEN HISS! FRODO quickly hides the RING as GOLLUM peers
at them with GLEAMING EYES.

                        GOLLUM
             Wake up! Wake up! Wake up, sleepies! We
             must go, yes, we must go at once!

SAM STIRS, looks at FRODO . . .

                        SAM
             Haven't you had any sleep, Mr Frodo?

FRODO shakes his HEAD.

                        SAM (cont'd)
             I've gone and had too much!


                                                        (CONTINUED)

                                        Final Revision - October, 2003 4.
CONTINUED:


SAM looks at the dead, BROWN TWILIGHT, below the LOWERING
CLOUD.

                        SAM (cont'd)
             It must be getting late.

                        FRODO
             No . . . no it isn't. It isn't midday yet.
             The days are growing darker.

The GROUND suddenly QUIVERS, as a ROLLING, RUMBLING NOISE
ECHOES down the VALLEY.

                        GOLLUM
             Come on, must go, no time ...

                        SAM
             Not before Mr Frodo's had something to eat.

                        GOLLUM
             . . . no time to lose, silly.

SAM shoots GOLLUM a HOSTILE LOOK and turns back to rummage in
his KNAPSACK. He holds up a piece of dried LEMBAS BREAD to
FRODO.

                        SAM
             Here.

                        FRODO
             What about you?

                        SAM
                  (lying badly)
             I'm not hungry - leastways, not for lembas
             bread.

                        FRODO
             Sam.

                        SAM
                  (confessing)
             Alright. We don't have that much left.
                         (MORE)


                                                          (CONTINUED)

                                     Final Revision - October, 2003 5.
CONTINUED: ( 2 )
                      SAM (cont'd)
            We have to be careful or we're going to run
            out. You go ahead and eat that, Mr Frodo.
            I've rationed it. There should be enough.

FRODO looksa t SAM questioningly.

                        FRODO
            For what?

                       SAM
            The journey home.

FRODO says nothing. .

EXT. CULVERT, VALE OF MORGUL - DAY

WIDE: FRODO and SAM follow GOLLUM as he leads them on the
wining, torturous path ... clambering through BRACKEN and
over JAGGED ROCKS.

                       GOLLUM
            Come, Hobbitses. Very close now. Very close
            to Mordor! No safe places here. Hurry!
            Shhh.

EXT. THE FOREST OF ISENGARD. DAY

GANDALF leads ARAGORN, LEGOLAS, THEODEN and GIMLI through
dark woodland . . .

The MOVING FOREST of FANGORN ...opens before them . . .
creating an AVENUE of TREES, which allows them access along
the old ISENGARD ROAD. A THICK, HUMID MIST fills the forest.

SUPER: The Return of the King

ANGLE ON: The FOEST SEPARATES ahead, REVEALING: the RUINS of
ISENGARD.

EXT. ISENGARED GATE - DAY

WIDE ON: All about, the GREAT STONE WALL is cracked and
splintered into countless jagged shards.




                                                     (CONTINUED)

                                          Final Revision - October, 2003 6.
CONTINUED:


Far off, half veiled int he swirling STEAM, the TOWER of
ORTHANC stands ... Unbroken by the storm. Pale waters lap
about its feet.

ANGLE ON: TWO SMALL HOBBITS are sitting on the SMASHED WALL
. . . MERRY and PIPPIN! SPREAD before them is a feast of
BREADS, MEATS and WINE. They PUFF on long pipes as they lie
back in the SUN.

                       PIPPIN
             I feel like I ' m back at the Green Dragon,
             after a hard days work.

                       MERRY
             Only, you've never done a hard days work.

MERRY cuts PIPPIN off before he can respond in kind.

                       MERRY (cont'd)
             Welcome, my Lords, to Isengard.

                        GANDALF

ANGLE ON: GANDALF, ARAGORN, LEGOLAS and GIMLI stare at the
SIGHT before them . . .

                       GIMLI
             You young rascals! A merry hunt you've led
             us on, and now we find you feasting and
             smoking.

                        PIPPIN
                  (mouth full)
             We are sitting on a field of victory,
             enjoying a few well-earned comforts.
             The salted pork is particularly good.

                        GIMLI
                  (suddenly interested)
             Salted pork?

                        GANDALF
                  (shaking his head)
             Hobbits!


                                                         (CONTINUED)

                                         Final Revision - October, 2003 7.
CONTINUED: (2)


                     MERRY
           We're under orders from Treebeard, who's
           taken over management of Isengard.

WIDE: GANDALF leads the company through the flotsam and
jetsam which floats upon the muddied waters surrounding the
TOWER ... TREEBEARD, the GIANT ENT, strides towards them,
ALARMING all but GANDALF.



                     TREEBEARD
           Huraroom ... Young Master Gandalf, I'm glad
           you've come. Wood and water, stock and ,
           stone I can master, but there's a wizard to
           be managed here ... Locked in his tower.

                      GANDALF
           And there Saruman must remain, under your
           guard, Treebeard.

                     GIMLI
           Let's just have his head and be done with
           it. .

GANDALF stares up the long length of the DARK TOWER . . .

                      GANDALF
                (quietly)
           No. He has no power any more.

THE OLD ENT nods his head wisely . . .

                       TREEBEARD
           The filth of Saruman is washing away ...
           Trees will come back to live here, young
           trees . . . wild trees.

CLOSE ON: PIPPIN, his eye caught by something lying in the WATER

ANGLE ON: The MUDDY waters GLOWING wit a golden light . . .

ARAGORN turns as, quick as a FLASH, PIPPIN has jumped off his
ho rse an d pi cke d u p -- th e PA LAN TIR !


                                                        (CONTINUED)

                                      Final Revision - October, 2003 8,
CONTINUED: ( 3 )


                      TREEBEARD (cont'd)
            Well bless my bark!

                        GANDALF
                 (urgent)
            Peregrin Took! I'll take that, my lad!

PIPPIN doesn't move, his eyes staring in wonder at the smooth
black stone ...

                       GANDALF (cont'd)
            Quickly, now!

RELUCTANTLY, PIPPIN hands the PALANTIR to GANDALF ... who
immediately smothers it in his cloak.

ANGLE ON: GANDALF looks back at PIPPIN . . . troubled.

EXT. EDORAS - DAY

WIDE: BACK SHOT - a GROUP OF RIDERS gallop towards the ROHAN
CITY of EDORAS . . .

PUSH IN: EOWYN standing alone outside the GOLDEN HALL,
waiting . . .

                                                               CUT

INT. EDORAS, GOLDEN HALL - EVENING

WIDE: A ROARING FIRE; a LAMB ROASTING on SPI; LONG TABLES
laden with FOOD; BARRELS of WINE; a banquet is-laid ready for
the returning soldiers.

                       THEODEN
            Tonight we remember those who gave their
            blood to defend this country. Hail the
            victorious dead!

ANGLE ON: Amidst the cheering crowd, EOWYN moves towards
ARAGORN . . . As she proffers the CHALICE their eyes meet.

                       EOWYN
            Westu Aragorn hal.


                                                       (CONTINUED)

                                           Final Revision - October, 2003 9,
CONTINUED:


EOWYN watches as ARAGORN moves away . . . a voice speaks in her
ear.

                        THEODEN
             I am happy for you.

EOWYN looks at her UNCLE, as THEODEN follows her gaze.

                       THEODEN (cont'd)
             He is an honourable man.

                        EOWYN
                  (smiling)
             You are both honourable men.

                        THEODEN
             It was not Theoden of Rohan who led our
             people to victory.

EOWYN looks at him questioningly, disturbed'by his tone.

                       T HE ODE N ( co nt' d)
             Don't listen to me - you are young, and
             tonight is for you.

ANGLE ON: EOWYN watches concerned as her UNCLE moves away.

ANGLE ON: MERRY & PIPPIN are in full voice, on top of one of the
TABLES . . . both hold very large mugs of ALE in their hands.

                        MERRY & PIPPIN
                  (singing)
             Oh, you can search - up and down
             As many lands as can be found
             But you'll never find a beer so brown
             As the one we drink in our home town
             You can keep your fancy ales
             You can drink them by the flagon
             But the only brew, for the brave and true,
             Comes from the Green Dragon!

ANGLE ON: GANDALF laughing and clapping the HOBBITS. ARAGORN
steps up beside him, SMILING at the floorshow.


                                                           (CONTINUED)

                                      Final Revision - October, 2003 10,
CONTINUED: (2)


                    ARAGORN
          No news of Frodo?

                     GANDALF
          No word ... nothing.

                     ARAGORN
          We till have time.

GANDALF turns quickly to ARAGORN.

                    ARAGORN (cont'd)
          Every day Frpdo moves closer to Mordor.

GANDALF watches his friend's face . . . seeking reassurance.

                    GANDALF
          Do we know that?

                     ARAGORN
               (gently)
          What does your heart tell you?

                     GANDALF
               (with a small smile)
          That Frodo is alive.
               (to himself)
          Yes - yes, he is alive.

EXT. MORGUL VALLEY - NIGHT

ANGLE ON: FRODO and SAM lie asleep amidst scrubby bushes near a
stagnant pool. SMEAGOL lies nearby, muttering in his sleep.

                     SMEAGOL
          Too risky, too risky. The thieves! They
          stole it from us. Kill them . . . kill them
          ... kill them both!

SMEAGOL wakes suddenly, shaking, his face drenched in SWEAT,
eyes wide in horror.

                     SME AGO L (c ont' d)
          No!


                                                       (CON TINUED )

                                         Final Revision - October, 2003 11.
CONTINUED:


                        GOLLUM
                  (hissed whisper)
             Shhh! Quiet!

SMEAGOL'S features suddenly transform into the MALEVOLENT
face of GOLLUM!

                        GOLLUM (cont'd)
             Mustn't wake them, mustn't ruin it now!

SMEAGOL casts a quick glance over his SHOULDER to the
SLEEPING figures of FRODO and SAM as he clambers off his ROCK
. . . silently sidling towards the EDGE of a STAGNANT POOL.

                        SMEAGOL
             They knows, they knows, they suspects us.



SMEAGOL stares into the MURKY depths of the WATER.

The SURFACE RIPPLES as the face of GOLLUM appears as SMEAGOL'S
REFLECTION.

                        GOLLUM., . ,.·
             What is it saying,.my Precious, my love? Is .
             Smeagol losing his nerve??

                        SMEAGOL  :
             No! Not! Never!! Smeagol hates nasty
             Hobbitses! Smeagol wants to see: them -
             dead!

                         GOLLUM
             And we will . . ,- Smeagol did it once. . .
                  (sly)
             . . . He can do it again.

FLASH INSERT: SMEAGOL choking DEAGOL . . . Fingers locked tight
around his THROAT.

                        GOLLUM (cont'd)
             It's ours - ours!



                                                           (CONTINUED)

                                     Final Revision - October, 2003 12,
CONTINUED: (2)


                      SMEAGOL
           We must get the Precious. We must get it
           back.

                      GOLLUM
           Patience, patience, my love. First we must
           lead them to her.

                      SMEAGOL
           We lead them to the windy stairs.

                      GOLLUM
                (prompting)
           Yes, the stairs ... and then?

                        SMEAGOL
           Up, up, up, up the stairs we go . . . until
           we come to . . .
                 (naughty excitement)
           ... the Tunnel!

                      GOLLUM
                (quiet)
           And when they go in, there's no coming out.
           She's always hungry, she always needs to
           feed. She must eat, all She gets is filthy
           Orcses.

                      SMEAGOL
           And they doesn't taste very nice, does
           they, Precious? .

                      GOLLUM
                (sinister)
           No . . . not very nice at all, my love. She
           hungers for sweeter meats . . .

CLOSE ON: SAM . . . his EYES flicker OPEN . . .

                         GOLLUM (cont'd)
           "Hobbit meat." And when She throws away the
           bones and the empty clothes, then we will
           find it . . .

                      SMEAGOL
           And take it for Me!
                                                         (CONTINUED)

                                    Final Revision - October, 2003 13
CONTINUED: (3)


                       GOLLUM
                (correcting)
          For us . . .

                     SMEAGOL
          Yes, we, we meant for us . . .
               (choking cough)
          Go Hum! Go Hum!

                     GOLLUM
               (sly)
          The Precious will be ours once the
          Hobbitses are dead!

SUDDEN ANGLE ON: SAM image mirrored in the water as he SMACKS
GOLLUM on the HEAD with his POT!

                      SAM
               (yelling) ,· .
          You treacherous little toad!

SAM drops the POT and FLINGS himself ON TOP of GOLLUM! GOLLUM
SCREAMS . . . his ARMS and LEGS FLAILING WILDLY!

                     GOLLUM
               (crying)
          No! Not! Help! Master!

ANGLE ON: FRODO staggers over to SAM and PULLS HIM OFF
GOLLUM.

                    FRODO
          No, Sam! Leave him alone!

CLOSE ON: GOLLUM, huddled on the ground WHIMPERING and
SOBBING.

                      SAM
               (fuming)
          I heard it from his own mouth he means
          to murder us!




                                                     (CONTINUED)

                                       Final Revision - October, 2003 14
CONTINUED: ( 4 )


                       SMEAGOL
            Never! Smeagol wouldn't hurt a fly!
            He's a horrid, fat Hobbit who hates Smeagol
            and who makes up nasty lies!

SAM makes for SMEAGOL again . . . with a look of MURDEROUS
RAGE.

                       SAM
            You miserable little maggot! I'll stove
            your head in!

FRODO grabs SAM'S ARM.

                       FRODO
            Sm. . .
             a

                       SAM
            Call me a liar! You're a liar!

                       FRODO
            Sam! If you scare him off, we're lost.

SAM pulls away from FRODO . . .

                       SAM
            I don't care! I can't do it, Mr Frodo. I
            won' t wait around for him to kill us !

                       FRODO
                 (fierce whisper)
            I'm not sending him away.

SAM stares at FRODO . . . at a loss.

                       SAM
            You don't see it, do you? He's a villain!

                       FRODO
                 (lowers voice)
            We can't do this by ourselves, Sam. Not
            without a guide. I need you on my side.

ANGLE ON: SAM, his face softening.


                                                        (CONTINUED)

                                       Final Revision - October, 2003 15.
CONTINUED: (5)


                      SAM
                (taken aback)
           I'm on your side, Mr Frodo.

                       FRODO
           I know, Sam, I know.
                (whisper)
           You must trust me.

FRODO beckons to GOLLUM.

                      FRODO (cont'd)
           Come, Smeagol.

GOLLUM turns slowly, staring at SAM through hooded, HATE-FILLED
EYES ... and SMILES.

                                                           CUT TO:

EXT. EDORAS, GOLDEN HALL - EARLY DAWN

ARAGORN joins LEGOLAS on the STEPS to the GOLDEN HALL, oblivious
to the CHILL WIND . . . they look out across the SLEEPING CITY to
the LOOMING MOUNTAIN RANGE BEYOND . .-. DARK CLOUDS mark the sky.

                      LEGOLAS
           The stars are veiled, something stirs in
           the east . . . A sleepless malice.

LEGOLAS looks at ARAGORN . . . realisation in his face.

                      LEGOLAS (cont'd)
           The eye of the enemy is moving.

INT. EDORAS, SLEEPING QUARTERS - EARLY DAWN,

CLOSE ON: PIPPIN . . . he is AWAKE! He sits up . . . ANXIOUS,
FIDGETY . . .

Suddenly he hops out of bed and creeps towards the SLEEPING FORM
of GANDALF.

                      MERRY
           (whispers)
           What you doing?
                                                       (CONTINUED)

                                        Final Revision - October, 2003 16,
CONTINUED:


PIPPIN gasps with FRIGHT! MERRY is sitting up, wiping sleep
from his eyes. He moves on . . .

ANGLE ON: A sleeping GANDALF lies with eyes wide open! But
PIPPIN is undeterred . . .

MERRY sits up, a worried look on his face.

                       MERRY (cont'd)
             Pippin? Pippin? Pippin! What are you doing?

With quick stealth, PIPPIN lifts the WRAPPED PALANTIR from
GANDALF'S grasp ...

                       MERRY (cont'd)
             Pippin, are you mad?

                        PIPPIN
             I just want to look at it. Just one more
             time.

                       MERRY
             Put it back! Put - it - back!

PIPPIN unwraps the PALANTIR and as MERRY looks on HORRIFIED,
he gazes INTENTLY into it.

                       MERRY (cont'd)
             Pippin!

As PIPPIN lays his hands on the CRYSTAL, a SICKLY PALE light
slowly spreads from the GLASS BALL onto PIPPIN'S FACE ... his
EYES WIDEN.

                       MERRY (cont'd)
             Pippin!



EXT. EDORAS GOLDEN HALL - EARLY DAWN

On the STEPS of the GOLDEN HALL, LEGOLAS turns to ARAGORN




                                                        (CONTINUED)

                                       Final Revision - October, 2003 17.
CONTINUED:


                         LEGOLAS
                  (urgent)
             He is here.

INT. EDORAS, SLEEPING QUARTERS - NIGHT

PIPPIN suddenly starts to HYPERVENTILATE . . . He STAGGERS
BACKWARDS, PALANTIR held rigidly before him . . .

THE GREAT EYE OF SAURON seems to LEAP from the FIRE . . . PIPPIN
is bathed in the FIERY RED LIGHT.

PIPPIN sinks to his KNEES, his mouth open in a soundless SCREAM
. . . He FALLS BACKWARDS, powerless to release the FIERY GLOBE.

                        MERRY
             Help! Someone help him!

GANDALF wakes with a start! Just as ARAGORN enters, and
wrenches the PALANTIR from PIPPIN'S HANDS . . . PIPPIN FALLS to
the FLOOR! . . . ARAGORN spins away, reeling backwards, the
PALANTIR falling from his HANDS . . .

The PALANTIR rolls across the FLOOR, causing EVERYONE in the
room to COWER BACK.  ;


ANGLE ON: GANDALF throws a BLANKET over it, ANGRY DISBELIEF
on his face! He rounds on PIPPIN. ,

                        GANDALF
             Fool of a Took!

GANDALF lifts the HOBBIT'S SLUMPED HEAD.

                        MERRY
             Pippin!

PIPPIN is trembling ... GANDALF calms him . . .

                        PIPPIN
             Gandalf! Forgive me.

                       GANDALF .
             Look at me! What did you see?


                                                       (CONTINUED)

                                       Final Revision - October, 2003 18.
CONTINUED:


                     PIPPIN
               (disjointed)
          A tree ... There was a white tree . . . in a
          courtyard of stone . . . It was dead!

FLASH INSERT: A lone white tree silhouetted by flames.

                        PIPPIN (cont'd)
             The city was burning ...

                        GANDALF
             Minas Tirith???
                  (to PIPPIN)
             Is that what you saw?

                         PIPPIN
                  (terrified)
             I saw . . . I saw him . . . I could hear his
             voice in my head.

                     GANDALF
          And what did you tell him? Speak!

                        PIPPIN
          He asked me my name, I didn't answer . . . he
          hurt me . . .

CLOSE ON: GANDALF stares at PIPPIN with a FRIGHTENING
INTENSITY . . .

                    GANDALF
          What did you tell him about Frodo and the
          Ring?

INT. EDORAS, GOLDEN HALL - DAY

THEODEN stands in the GOLDEN HALL, gravely listening to
GANDALF ... ARAGORN, LEGOLAS, and GIMLI look on . . .

                     GANDALF
          There was no lie in Pippin's eyes; a fool,
          but an honest fool he remains. He told
          Sauron nothing of Frodo and the Ring.

ANGLE ON: GIMLI lets out a sigh of relief.
                                                            (CONTINUED)

                                                                  Final Revision - October, 2003 19.
CONTINUED:


GANDALF turns to look at THEODEN.

                        GANDALF (cont'd)
             We've been strangely fortunate. What Pippin
             saw in the Palantir was a glimpse of our
             enemy's plan.

GANDALF looks from on to the other of the, gathered company.

                       GANDALF (cont'd)
             Sauron moves to strike the city of Minas
             Tirith. His defeat at Helm's Deep showed
             our enemy one thing.

The WIZARD turns towards ARAGORN . . .

                        GANDALF (cont'd)
             The heir of Elendil has come forth. Men are
             not as weak as he supposed. There is
             courage still - strength enough left to
             challenge him.

THEODEN listens intently, saying nothing.

                                    GANDALF (cont'd)
                      (wa rningly)
             Sauro n fea rs this. He will no t risk t he
             p e o p l es of M i d d l e -e a r t h u n i t i ng u n d e r one
             b a n n e r. He w i l l r ai s e M i n a s T ir i t h t o the
             groun d bef ore he sees the ret urn of t he
             King.

CLOSE ON: ARAGORN . . . he knows GANDALF SPEAKS THE TRUTH.

ANGLE ON: GANDALF rounds on THEODEN . . .

                        GANDALF (cont'd)
             If the beacons of Condor are lit, Rohan
             must be ready for war!

THEODEN holds GANDALF'S gaze.




                                                                                              (CONTINUED)

                                     Final Revision - October, 2003 20
CONTINUED: (2)


                       THEODEN
                (quietly)
           Tell me. Why should we ride to the aid of
           those who did not come to ours?

ANGLE ON: ARAGORN turns to look at THEODEN.

                      THEODEN (cont'd)
           What do we owe Gondor?

                      ARAGORN
                (low and urgent)
           I will go.

                        GANDALF
                 (hurried)
           No!

                      ARAGORN
           They must be warned.

                      GANDALF
           They will be.
                (low voice, to Aragorn)
           You must come to Minas Tirith by another
           ra ...
            od
                (cryptic)
           Follow the river, look to the black ships.
                (louder, to all)
           Understand this . . . things are now in
           motion that cannot be undone.

GANDALF turns on his heel . . . and stares at a surpirsed
PIPPIN.

                      GANDALF (cont'd)
           I ride for Minas Tirith! And I won't be
           going alone !

EXT. EDORAS STREETS - DAWN

ANGLE ON: GANDALF hurries along the STREETS . . . PIPPIN and
MERRY run alongside trying to KEEP UP . . .



                                                        (CONTINUED)

                                       Final Revision - October, 2003 21.
CONTINUED: ·


                        GANDALF
             Of all the inquisitive Hobbits, Peregrin,
             Took, you are the worst. Hurry, hurry!

PIPPIN catches up to MERRY.

                         PIPPIN
                  (worried)
             Where are we going?

                       MERRY
             Why did you look - why do you always have
             to look?

                         PIPPIN .
                  (subdued)
             I don't know . . . I can't help it.

MERRY turns away ...

                       MERRY
             You never can.

                         PIPPIN
                  (lightly) . . . . ,.; ·
             I'm sorry, alright? I won't do it again.

This is too much for MERRY. He turns on PIPPIN.

                        MERRY
             Don't you understand ... the Enemy thinks
             you have the Ring . . . he's going to be
             looking for you, Pip. They have to get you
             out of here!

                         PIPPIN
             And you. You're coming with me . . .
             Merry?

                        MERRY
             Come on!

PUSH IN: PIPPIN'S face as MERRY strides away.

                                                ' ,., CUT TO:

                                     Final Revision - October, 2003 22



INT. EDORAS STABLES - DAWN

ANGLE ON: PIPPIN is dumped unceremoniously onto the back of
SHADOWFAX as GANDALF hurriedly prepares to leave . . .

                     PIPPIN
               (nervous)
          How far is Minas Tirith?

                     GANDALF
          Three days ride as the Nazgul flies and
          you'd better hope we don't have one of
          those on our tail.

MERRY thrusts a SMALL PACKAGE into PIPPIN'S HAND . . .

                     MERRY
          Here - something for the road.

PIPPIN stares down at the leather-bound bundle of PIPE-WEED.

                     PIPPIN
          The last of the Longbottom Leaf.

                     MERRY
          I know you've run out . . . you smoke too
          much, Pip.

                     PIPPIN
          But we'11 see each other soon?

A WORRIED MERRY exchanges glances with GANDALF.

                      PIPPIN (cont'd)
          Won't we?

                     MERRY
          I don't know . . . I don't know what's going
          to happen.

GANDALF mounts SHADOWFAX.

                     PIPPIN
               (rising panic)
          Merry?
                                                      (CONTINUED)

                                     Final Revision - October, 2003 23.
CONTINUED:


GANDALF spurs the GREAT HORSE forward.

                       GANDALF
             Run Shadowfax, show us the meaning of
             haste.

                     PIPPIN
               (panicked)
          Merry!

SHADOWFAX thunders out of the STABLES!

CLOSE ON: MERRY'S devastated face.

EXT. GATES OF EDORAS - DAY

ANGLE ON: SHADOWFAX carried GANDALF and PIPPIN out of the
GATE and down the WINDING ROAD towards the PLAINS QF ROHAN.

EXT. EDORAS GATES LOOK-OUT - DAY

ANGLE ON: MERRY clambers up a WATCHTOWER, ARAGORN in pursuit.

ANGLE ON::The SMALL FIGURE as he watches his best friend
DISAPPEAR into the DISTANCE . . .

CLOSE ON: ARAGORN . . . he knows what it is to lose someone.

EXT. RIVENDELL FOREST - DAY

WIDE: ARWEN - escorted by a SMALL ENTOURAGE of ELVES - rides
through the gathering darkness of a PINE FOREST ...

                     ELROND V/0
          Take her by the safest road. A ship lies
          anchored in the Grey Havens. It waits to
          carry her across the Sea . . . The last
          journey of Arwen Undomiel.

SLOW MOTION: As ARWEN rides through the FOREST the FIGURE of
a SMALL BOY of about 5 SUDDENLY runs across the path in front
of her.

ARWEN reigns in ASFALOTH ... something about the BOY
intrigues her.- but she does not know why . . .
                                                     (CONTINUED)

                                      Final Revision - October, 2003 24.
CONTINUED:


As ARWEN watches the BOY moves away, the TREES begin to thin
. . . the BOY continues running. One by one the TREES TRANSFORM
into TALL WHITE PILLARS ...

ARWEN'S POV: The BOY now stands within a VISION of the
majestic architecture of the great Gondorian city of MINAS
TIRITH.

A SILHOUETTED FIGURE appears in the distance and moves
towards the CHILD . . . the BOY runs to the FIGURE.

ARWEN watches as the FIGURE holds out its arms - swinging the
LAUGHING CHILD into the AIR . . .

The figure turns to reveal ... ARAGORN, a little older,
dressed in the casual finery of a GONDORIAN NOBLE.

CLOSE ON: The'CHILD, now in ARAGORN'S ARMS looks directly at
ARWEN . . . it is a QUIET LOOK filled with INFINITE SADNESS.

ARWEN'S eyes drop to the CHILD'S CHEST . . . around the CHILD'S
neck hangs the EVENSTAR . . .

CLOSE ON: ARWEN as she realizes she is staring at a future
that can never be, the CHILD she and ARAGORN will never have.

INSERT: ELROND speaking to his daughter . . .

                     ELROND V/0 (cont'd)
           Arwen, there is nothing for you here ...
           only death.

ARWEN shuts her eyes ... when she opens them again the VISION
is gone . . . she is staring at DARK TREES once more.

                     ELF ESCORT O.S.
           Lady Arwen?

ARWEN turns towards her COMPANION who stares at her,
concerned.

                     ELF ESCORT
           We cannot delay.

SUDD ENLY: ARWEN wheels ASFAL OTH ar ound . . . riding away.
                                                         (C O N TI N U ED )

                                     Final Revision - October, 2003 25.
CONTINUED: (2)


                      ELF ESCORT (cont'd)
               (calling)
          My Lady!

EXT. RIVENDELL - DAY

WIDE SHOT: ARWEN'S HORSE gallops over the BRIDGE and through
the GATES into RIVENDELL.

EXT. ELROND'S BALCONY, RIVENDELL - DAY

ANGLE ON: ELROND seated alone ... ARWEN runs up the STEPS
towards him ...

                    ARWEN ....
          What did you see?

CLOSE ON: ELROND stands - stunned. ,,

                       ELROND
          Arwen?

ANGLE ON: ARWEN breathing hard, walking towards ELROND with a
fierce light in her eyes . . .

                    ARWEN
          You have the gift of foresight - tell me
          what you have seen.

CLOSE ON: ELROND his face grim. '
                                                 .

                    ELROND
          I looked into your future and I saw death.

                    ARWEN
          There is also life. ,

Her father turns away ...

                     ARWEN (cont'd)
          You saw there was a child . . .
          you saw my son.

ELROND stares into space, the fight seems to go out of him.
He won't look at her . . .
                                                      (CONTINUED)

                                           Final Revision - October, 2003 26,
CONTINUED:


                        ELROND
                  (quietly)
             That future is almost gone.

                        ARWEN
             But it is not lost ...

                        ELROND
             Nothing is certain.

ANGLE ON: ARWEN gently takes her FATHER'S face in her hands
and turns him toward her . . .

                      ARWEN
           Some things are certain. If I leave him now
           I will regret It forever.
                (whisper)
           Ada, it is time.

INSERT IMAGE: A HOODED FIGURE ascends a CURVED STAIRCASE
towards a GALLERY ... The FIGURE stops before a STATUE that
holds the BROKEN SHARDS of an ancient sword in its arms.

                        A RW EN ( V .O .) (c on t' d )
             From the ashes of fire shall be woken,
             a light from the shadow shall spring,
             renewed shall be blade that was broken ...

INSERT IMAGE: The BLADE shattering in several fragments as
ISLIDUR brandishes NARSIL at SAURON.

                        ARWEN (V.O.) (cont'd)
             The crownless again shall be King . . .

CLOSE ON: The HOODED FIGURE looks up into the sorrowful face
of the STATUE ... The figure is ARWEN . . .

                       ARWEN V/0
             Reforge the sword.

INT. ARWEN'S CHAMBER, RIVENDELL - NIGHT

ANGLE ON: ELROND stares at his daughter, unwavering . . .



                                                           (CONTINUED)

                                      Final Revision - October, 2003 27.
CONTINUED:


                       ARWEN
             Ada ...

ANGLE ON: ELROND turns away . . .

ANGLE ON: ARWEN in ANGUISH, sits on her bed, the book falls
to the FLOOR ...

CLOSE ON: ELROND picks up her JOURNAL and takes one of her
hands in his . . .

                        ELROND
             Your hands are cold.
                  (distressed)
             The life of the Eldar is leaving you.

CLOSE ON: ELROND'S despair is plain . . .

                        ELROND (cont'd)
             It has begun.

                        ARWEN
             This was my choice. Ada ... Whether by your
             will or not, there is no ship now that can
             bear me hence.

ANGLE ON: ELROND, he understands now that to protect his
dauther, he must trust her . . .

INSERT IMAGES: A BROKEN SWORD GLOWS with RED HEAT . . . It's
BLADE in SEVERAL FRAGMENTS.

IMAGE: A HEAVY HAMMER pounds the RED-HOT BLADE on an ANVIL
. . . As ELVEN-SMITHS TEMPER the STEEL.

IMAGE: ELROND'S FACE lit by FLICKERING FIRE as SPARKS fly in.
the RIVENDELL FORGE.

CLOSE ON: The SWORD is withdrawn from a POOL OF STEAMING
WATER ... LIGHT SHIMMERS as the WATER DROPS slide down the
BLADE of NARSIL, the SWORD that was broken has been remade.

                                                     DISSOLVE TO:

                                     Final Revision - October, 2003 28



EXT. FOOTHILLS OF WHITE MOUNTAINS - NIGHT

CLOSE ON: PIPPIN asleep . . . GANDALF'S PROTECTIVE ARM around
him ...

. . . as SHADOWFAX THUNDERS through the NIGHT.