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.