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.