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                                                    INTERCUT WITH:

EXT. BLACK GATES OF MORDOR - DAY

FELLOWSHIP fight BRAVELY . . . a hideous screech rends the AIR!

ANGLE ON: GANDALF looks up to a NAZGUL diving straight toward
him!

CLOSE ON: GANDALF eyes flicker as a small MOTH flutters
across his line of sight.

                                                       (CONTINUED)

                                     Final Revision - October, 2003 133.
CONTINUED:


ANGLE ON: THE FELL BEAST - JAWS OPEN, TALONS EXTENDED!

Another cry rends the air as . . .

SMACK! The GIANT EAGLE, GWAHIR, SMASHES into the FELLBEAST,
it's claws ripping into the HIDEOUS MONSTER'S NECK!

ANGLE ON: PIPPIN in the midst of BATTLE looks up.

                          PIPPIN
                   (disbelieving)
             Eagles . . .

Above the BATTLE attack formation, more EAGLES appear . . .

                     . . . PIPPIN (cont'd)
             The Eagles are coming! The Eagles are coming!

The EAGLES engage the NAZGUL!
 

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