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                                    Final Revision - October, 2003 110,



EXT. PELENNOR FIELDS - DAY

ANGLE ON: The battlefield is in CHAOS as MUMAKIL decimate the
VALIANT ROHIRRIM . . .

CLOSE ON: THEODEN tries to rally his men amid the SEA of
CRYING MEN and NEIGHING HORSES!

                      THEODEN
                (yelling)
           Rally to me! To me!

SUDDENLY the WITCH-KING SWOOPS down on his NAZGUL scooping up
THEODEN and his HORSE ... they CARTWHEEL into the AIR and
land in a heap ... the HORSE is .DEAD ... THEODEN lies DYING
beneath it.

ANGLE ON: The WITCH-KING swooping down on his FELL-BEAST!

The FELL-BEAST lands on THEODEN'S DEAD HORSE.

                      WITCH-KING
           Feast on his flesh!

ANGLE ON: The FELL-BEAST opens it's WICKED JAWS . . . !

ANGLE ON: A ROHAN SOLDIER stands before the BEAST . . . it is
EOWYN!

                     EOWYN
           I will kill you if you touch him!

CLOSE ON: The WITCH-KING laughs . . .

                     WITCH-KING
           Do not come between the Nazgul and his
           prey!

ANGLE ON: The FELL-BEAST lifts EOWYN from her feet ...

SUDDENLY! With a mighty SWORD BLOW, the FELL-BEAST'S HEAD is
SEVERED! The huge CREATURE crumples to the ground, VAST WINGS
out-stretched, sending the WITCH-KING sprawling!



                                                      (CONTINUED)

                                    Final Revision - October, 2003 111,
CONTINUED:


ANGLE ON: The WITCH-KING rises out of the wreckage . . . tall
and threatening . . .

EOWYN stands before him,the FELL-BEAST'S BLOOD dripping from
her SWORD!

With a shrill SHRIEK of HATRED, he knocks EOWYN backwards
with his MACE! STUNNED EOWYN tries to stand and is hit once
again with another CRIPPLING BLOW . . .

ANGLE ON: The WITCH-KING laughs once again as he SMASHES his
MACE downward ... EOWYN tries to block the BLOW but her
SHIELD shatters into MANY PIECES!

The WITCH-KING towers over EOWYN ... raising his MACE for the
KILLING BLOW!

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