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EXT. PASS OF CIRITH UNGOL, TUNNEL MOUTH - DAY

ANGLE ON: GOLLUM leads FRODO up a LONG RAVINE between COLUMNS
of TORN and WEATHERED ROCK.

AHEAD is a GREAT GREY WALL, a last huge mass of mountain-
stone . . . and in the SHADOWS at the base of the TOWERING ROCK
lies a TUNNEL.

FRODO reacts to the FOUL STENCH coming out of the BLACK HOLE.

                        FRODO
                  (exhausted)
             What is this place?

                        GOLLUM
             Master must go inside the tunnel.

                        FRODO
             Now that I'm here, I don't think I want to.

CLOSE ON: SMEAGOL sensing his PLAN unravelling. Everything
depends on FRODO going inside the TUNNEL

                        SMEAGOL
             It's the only way.
                  (GOLLUM;- slyly)
             Go in - or go back.

FRODO stares into the darkness . . .


                                                        (C ON T IN U ED )

                                       Final Revision - October, 2003 87.
CONTINUED:


                        FRODO
                  (under his breath)
             I can't go back.

CLOSE ON: GOLLUM, his sparse oily hair hanging like rank weed
over his hooded eyes ...

Drawing a DEEP BREATH, FRODO follows GOLLUM into the TUNNEL.

INT. SHELOB'S TUNNEL - DAY

FRODO nearly GAGS

                     FRODO
          What's that smell?

                        GOLLUM
                  (lying)
             Orcses filth! Orcses come in here
             sometimes.

They continue on, deep into the DARK TUNNEL . . . FRODO is
feeling his way in the dark, following the SOUND ,of GOLLUM'S
scampering. .,;
                                                       ,.
                                                        .

                     GOLLUM O.S..
               (disembodied)
          Hurry!

FRODO follows the sound of GOLLUM's voice. He is VERY TIRED.

                     GOLLUM O.S.(cont'd)
               (disembodied)  ;·
                                                          ··
                                                           ·
          This way.

FRODO cannot see GOLLUM in the MURKY TUNNEL . . .

                        FRODO
             Smeagol!

                     GOLLUM O.S.
               (disembodied)
          Over here.



                                                       (CONTINUED)

                                          Final Revision - October, 2003 88,
CONTINUED:


FRODO slips as he tries to follow the voice . . . He puts his
HAND to the WALL to STEADY HIMSELF but quickly YANKS it away
... STRANDS of a WHITE THREAD stuck to his HAND.

                        FRODO
             It's sticky . . . What is it?

GOLLUM is nowhere to be seen ... only his voice echoes back
down the LABYRINTH of TUNNELS.

                         GOLLUM O.S.
             You will see . . . Oh, yes . . . You will see.

FRODO FREEZES!

                        FRODO
                  (nervous)
             Smeagol! Smeagol!

NO ANSWER, no echo, not even a tremor in the air.

                        FRODO (cont'd)
                  (panicked)
             Smeagol!

CLOSE ON: FRODO realises with HORROR that GOLLUM has deserted
him!

                         FRODO (cont'd)
                  (whisper)
             Sm. . .
              a

CLOSE ON: FRODO breathing hard . . . passing all manner of
creatures, trussed up in evil WEB-LIKE material . . . .

A BUBBLING HISS can be heard . . . There is a CREAKING as some
great JOINTED THING moves with slow purpose in the DARK ...

FRODO begins to run in BLIND PANIC ...

                                                               CUT TO:

                                      Final Revision - October, 2003 89.



EXT. CIRITH UNGOL STAIRS - DAY

SAM stumbles blindly down the ANCIENT STAIRS, reckless and
uncaring, his face pale and devastated.

CLOSE ON: SAM'S FOOT slips . . .

... SUDDENLY, as if the ground has given way beneath him, SAM
is slipping and sliding dangerously OUT OF CONTROL.

ANGLE ON: SAM thudding into a LARGE ROCK, which saves him.
from tumbling headlong over the PRECIPICE.

Something catches SAM'S EYE . . . he stares, barely breathing.

CLOSE ON: A package of LEMBAS BREAD . . .

ANGLE ON: SAM looking BACK UP the LONG STEEP STAIR . . .

                                                           CUT TO:

INT. SHELOB'S TUNNEL - DAY

FRODO is running BLINDLY . . . He falls, trapped in the sticky
substance which CLINGS to him. As he lays on the ground,
unable to move, a VOICE comes to him as if froma distant-;,,
memory . . .

                     GALADRIEL V/0
           I give you the light of Earendil - our most
           beloved star. May it be a light for you in
           dark places when all other lights go out.

CLOSE ON: FRODO fumbles in his JACKET, FEAR growing in him
. . . he pulls out the GLASS PHIAL - his GIFT from GALADRIEL -
he holds it aloft.

                      FRODO
                (stronger)
           Aiya Earendil Elenion Ancalima!

The PHIAL flickers ... kindles into a SILVER FLAME - a BRIGHT
RADIANT STARLIGHT!



                                                       (CONTINUED)

                                   Final Revision - October, 2003 90.
CONTINUED:


LOW ANGLE ON: The LIGHT instantly REVEALS a HUGE LOATHSOME
SPIDER . . . towering over FRODO!

CLOSE ON: SHELOB the SPIDER HISSES at the LIGHT! TWO great
clusters of many-windowed EYES protrude from her bulbous
head. Her LEGS are bent, with a 12 FOOT SPAN and HAIRS that
stick out like steel spines. Her HUGE, SWOLLEN BODY, a vast
bloated bag, sways and sags between her legs. Her age-old
BLACK HIDE is knobbly and pitted, blotchy with LIVID MARKS
. . . but her belly underneath is PALE and LUMINOUS.

SHELOB beats the air with her FORELEGS.

ANGLE ON: Calling up all his remaining STRENGTH and
RESOLUTION, FRODO forces his LEGS to MOVE . . . he backs away -
keeping his EYES on SHELOB.

SHELOB crawls SLOWLY towards him ... then, with sudden .
hideous SPEED, she ATTACKS!

She lashes out with her FRONT LEGS ... FRODO is flung back
... the GLASS PHIAL clatters to the TUNNEL FLOOR, casting an
eerie LOW LIGHT.

SHELOB squats above FRODO, her EYE CLUSTERS fidgeting with
hideous delight, gloating over a prey trapped beyond all hope
of escape.

SUDDENLY! FRODO draws STING! He slashes wildly at the GIANT
SPIDER . . . hewing off the TIP of A LEG!

SHELOB SPASMS . . . a WILD BLUR of thrashing LEGS!

ANGLE ON: FRODO leaps to his feet and RUNS - not even pausing
to pick up the PHIAL of LIGHT!

TRACKING BACK: with FRODO as he careers blindly down NARROW
TUNNELS, gasping in the CHOKING AIR ... looking back over his
shoulder for any sign of SHELOB.

ANGLE ON: FRODO sees the TUNNEL EXIT ahead . . .

. . . just as he runs straight into a great COBWEB!



                                                      (CONTINUED)

                                    Final Revision - October, 2003 91.
CONTINUED: ( 2 )


CLOSE ON: FRODO . . . eyes wild with fear . . . as he tries to
wrench STING free of the STICKY WEB.

                      GOLLUM O.S.
                (sing-song)
            Naughty little fly,
            Why does it cry?

ANGLE ON: GOLLUM on the other side of the WEB . . .

                       GOLLUM
            Caught in a web
            Soon you'll be . . .
            . ?. Eaten!

ANGLE ON: FRODO as he SLASHES WILDLY with STING. The SHINING
BLADE of STING as it hacks through the FIBROUS STRANDS. They
whip and snap back into FRODO'S FACE as he cuts himself free.

ANGLE ON: Back up the TUNNEL - lit by the LIGHT OF GALADRIEL -
SHELOB'S HEAVING SHADOW approaches . . .

CLOSE ON: GOLLUM watches in mounting disbelief as STING
slashes through the WEB ... DISBELIEF turns to FEAR as SHELOB
gets closer and closer, GOLLUM quickly turns and BOLTS::.. . . .

FRODO hacks at the WEB and with a last desperate LUNGE, frees
himself ... STING is caught in the WEB ... FRODO leaves the
SWORD and THROWS HIMSELF through a narrow CREVICE . . .

EXT. PASS OF CIRITH UNGOL - DAY

ANGLE ON: FRODO stumbles out of SHELOB'S LAIR . . . Tumbling
onto COLD ROCK.

ANGLE ON: FRODO covered in COBWEBS, wild-eyed and drenched in
SWEAT . . . - H e looks up as GOLLUM lunges at him.  ;:

                       GOLLUM
           Got away did it, Precious? Not this time,
           not this time!

GOLLUM and FRODO fight ... Rolling on the GROUND towards the
EDGE of a PRECIPICE . . .

                                                      (CONTINUED)

                                       Final Revision - October, 2003 92.
CONTINUED:


FRODO pins GOLLUM on the ground, hands around his throat.

                       SMEAGOL
                 (pleading)
             It wasn't us! It wasn't us! Smeagol
             wouldn't hurt Master.

ANGLE ON: FRODO'S fingers squeeze tighter around GOLLUM'S
THROAT.

                        SMEAGOL (cont'd)
             Smeagol promised. You must believe us. It
             was the Precious - the Precious made us to
             do it.

FRODO has a sudden moment of SELF REALISATION and releases
GOLLUM, horrified at his VIOLENCE.

ANGLE ON: GOLLUM cowering back . . . COUGHING and SPLUTTERING.

ANGLE ON: FRODO looking at SMEAGOL, in SHOCK, he gets to his
FEET.

                        FRODO
                  (shaky)
             I have to destroy it, Smeagol. I have to
             destroy it for both our sakes.

SMEAGOL stares at FRODO in DISBELIEF . . . in a FURY he LUNGES
at FRODO who falls backwards, dangerously close to the edge
of the PRECIPICE - GOLLUM tumbles over FRODO's BODY and FALLS
to the bottom of the RAVINE ...

EXT. PASS OF CIRITH UNGOL - NIGHT

FRODO, overcome with EXHAUSTION, stumbles down the steep
stairs of CIRITH UNGOL . . . He is full of REMORSE at his
TREATMENT of SAM ...

                         FRODO
             I'm so sorry, Sam . . .

FRODO falls t o his knees --



                                                        (CONTINUED)

                                         Final Revision - October, 2003 93
CONTINUED:


                        FRODO (cont'd)
             . . . so sorry ...

EXT. FRODO'S DREAM, LOTHLORIEN - DAY

CLOSE ON: FRODO lands on SOFT GREEN GRASS.

SUN DRENCHED IMAGES: Of trees . . . of fields . . . of LOTHLORIEN
·*·



HAZY IMAGE: GALADRIEL walking towards him, BARE-FOOT on the
GR SS . . .
  A

                       GALADRIEL V/0
             This task was appointed to you, Frodo of
             the Shire. If you do not find a way ... no-
             one will.

GALADRIEL leans down towards FRODO, OFFERING her hand ... for
a beat, FRODO stares at her ... torn, not wanting to go on,
wanting to lie down . . . But he knows what he must do.

ANGLE ON: FRODO . . . as he is LIFTED to HIS FEET.

ANGLE ON: FRODO - once again in the dark, rank, tunnels of
the PASS of CIRITH UNGOL . . . He goes on.

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