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                                                     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.

                                                      DISSOLVE TO:

EXT. FOOTHILLS OF WHITE MOUNTAINS - DAY

ANGLE ON: SHADOWFAX powers along the COUNTRYSIDE.

ANGLE ON: PIPPIN, huddled in front of GANDALF, the WIND
sailing through his hair.

                      GANDALF
           We have just passed into the realm of
           Condor!

EXT. MINAS TIRITH - DAWN

ANGLE ON: SHADOWFAX gallops up onto a LOW RIDGE . . .

ANGLE ON: Before them is the DARK MASS of Mount Mindolluin,
its tall WHITE FACE whitening in the RISING SUN. Upon its out-
thrust knee is the Guarded City: MINAS TIRITH.

With SEVEN WALLS OF WHITE STONE, so strong and old that it
seems to have been not built, MINAS TIRITH looks carven by
giants out of the bones of the earth.

                     GANDALF
          Minas Tirith . . . City of the Kings.

Suddenly the SUN climbs over the eastern hills, and sends
forth a SHAFT OF SUNLIGHT that GLEAMS against th e face of the
CITY. The TOWER OF ECTHELION stands high within the topmost
walls. WHITE BANNERS break and FLUTTER from the BATTLEMENTS
in the morning breeze.

EXT. MINAS TIRITH STREETS - DAY

GANDALF steering SHADOWFAX up the STEEP STREETS of MINAS
TIRITH.
                                                        (CONTINUED)

                                       Final Revision - October, 2003 29.
CONTINUED:


ANGLE ON: The stares of frightened GONDORIANS as GANDALF and
PIPPIN gallop through the WINDING STREETS . . .

AERIAL SHOT: SHADOWFAX, carrying GANDALF and PIPPIN up
towards the 7th LEVEL.

MINAS TIRITH is built in 7 LEVELS - each behind a CIRCULAR
DEFENSIVE WALL. Each level rises - the city reaches a height
of nearly 1000 FEET on its TOPMOST LEVEL.

A towering BASTION of NATURAL ROCK - shaped like a sharp
ship's prow - bisects the city from the 2nd LEVEL to the TOP.

EXT. MINAS TIRITH, COURT OF THE KINGS - DAY

SHADOWFAX arrives at a GREAT CITADEL on the SUMMIT of the
CITY - 1000 FEET above the PELENNOR FIELDS.

GANDALF and PIPPIN dismount, leaving the GUARDS of the
CITADEL to tend to SHADOWFAX. GANDALF hurries off . . .

CLOSE ON: PIPPIN as he takes in his surroundings, his eye
caught by a DEAD TREE that stands in the middle of the COURT,
FOUR SOLEMN CITADEL GUARDS standing sentry around it.

                         PIPPIN  ;
                                                            .
                  (whisper)
             It's the tree. ,
                  (hurrying after GANDALF)
             Gandalf! Gandalf!

                       GANDALF
             Yes, the white tree of Gondor. The tree of
             the King.

GANDALF leads PIPPIN across a FLAT COURT of WHITE STONES,
surrounded by GREEN LAWNS . . . towards a GREAT HALL benejath
the GLEAMING TOWER. '
                                                            \

                       GANDALF (cont'd)
             Lord Denethor, however, is not the King. He
             is a steward only. A caretaker of the
             throne.

GANDALF lowers his voice, as they approach the TOWER HALL.

             ·, (CONTINUED)

                                          Final Revision - October, 2003 30.
CONTINUED:


                        GA ND ALF (c on t'd )
                  (quietly)
             Now, listen carefully. Lord Denethor is
             Boromir's father. To give him news of his
             beloved son's death would be most unwise
             ... And do not mention Frodo . . . Or the
             Ring . . . And say nothing of Aragorn either.
                  (hesitates)
             In fact, it's better if you don't speak at
             all, Pippin Took.

CLOSE ON: PIPPIN, suitably chastened, nods.

INT. MINAS TIRITH TOWER HALL - DAY

ANGLE ON: A LONG SOLEMN HALL ... with ROWS OF BLACK MARBLE
PILLARS. Between the pillars stand a silent company of TALL
KINGS carved in cold STONE.

GANDALF strides down the HALL, with PIPPIN following
obediently behind.

At the FAR END, upon a DAIS OF MANY STEPS, sits a LARGE,
EMPTY THRONE . . . and on the wall behind is the IMAGE of a
FLOWERING WHITE TREE set in GEMS.

At the FOOT of the DAIS, in a small STONE CHAIR, sits an OLD
MAN, gazing at his lap: DENETHOR - the Lord Steward of
CONDOR.

                        GANDALF
             Hail, Denethor, Son of Ecthelion, Lord and
             Steward of Gondor.

DENETHOR does not look up as GANDALF and PIPPIN approach.

                        GANDALF (cont'd)
             I come with tidings in this dark hour - and
             with counsel.

DENETHOR slowly raises COLD EYES . . .

                         DENETHOR
                  (bitter)
             Perhaps you come to explain this?

                                                           (CONTINUED)

                                           Final Revision - October, 2003 31.
CONTINUED:


DENETHOR holds up BOROMIR'S BROKEN HORN ...

                          DEN ETH OR (c ont 'd )
             Perhaps you come to tell me why my son is
             dead?

CLOSE ON: PIPPIN remembering . . .

INSERT IMAGE: BOROMIR, as URUK-HAI arrows thud into his body,
he falls to his KNEES . . .

PIPPIN starts forward unable to say nothing . . .

                       .. PIPPIN
             Boromir died to save us . . . my kinsman and
             me . . . he fell, defending us from many
             foes.

CLOSE ON: DENETHOR pain flickers in his eyes.

                        GANDALF
                  (hurried whisper)
             Pippin!

PIPPIN drops to his knee offering DENETHOR his SWORD . . .

                        PIPPIN
             I offer you my service, such as it is, in
             payment of this debt.

DENETHOR looks at PIPPIN blankly, overcome with grief.:

                         GANDALF
                  (to PIPPIN)
             Get up!
                  (a ddre ssin g D ENET HOR)
             My Lord, there will be a time to grieve for
             Boromir, but it is not now. War is coming
             ... the Enemy is on your doorstep. As
             Steward, you are charged with the defence
             of this city. Where are Condor's armies?

DENETHOR gaze turns slowly on GANDALF . . .



                                                           (CONTINUED)

                                    Final Revision - October, 2003 32.
CONTINUED: ( 2 )


                       GANDALF (cont'd)
            You still have friends - you are not alone
            in this fight. Send word to Theoden of
            Rohan. Light the beacons.

DENETHOR smiles at GANDALF, as if amused by something.

                        DENETHOR
                 (softly)
            You think you are wise, Mithrandir, yet for
            all your subtleties.you have not wisdom. Do
            you think the eyes of the White Tower are
            blind? I have seen more than you know. With
            your left hand you would use me as a shield
            against Mordor and with your right you
            would seek to supplant me.

CLOSE ON: GANDALF looks shocked, DENETHOR'S eyes NARROW.

                      DENETHOR (cont'd)
                (contemptuous)
           I know who rides with Theoden of Rohan. Oh,
           yes. Word has reached my ears of this
           Aragorn, son of Arathorn, and I tell you
           now, I will not bow to this Ranger from the
           North - last of a ragged house, long bereft
           of Lordship.

                       GANDALF
                (stung)
           Authority is not given to you to deny the
           return of the King - Steward!

                       DENETHOR
                 (explosive)
            The rule of Condor is mine, and no others!

CLOSE ON: PIPPIN, horrified. GANDALF looks at Denethor
closely for a moment, then turns on his heel to leave, PIPPIN
follows.

                      GANDALF
            Come.

GANDALF and PIPPIN stride from the TOWER HALL ... DENETHOR
slumps back into his SEAT.

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