A white light shoots into the sky from Minas Morgul, that can be spied from the balcony on Minas Tirith, where Gandalf and Pippin stand.

As Gollum and Sam and Frodo writhe in their hiding place, clutching their ears at the ringing sound-the gates of Minas Morgul open and out issue the armies of the Witch King. The hobbits and Gollum go unnoticed.

Scene of Osgiliath, orcs in boats approach the city, Faramir and his men brace for an attack. Fighting commences, and the men fight bravely, but then are overwhelmed by the Nazgul, who come out in force. Faramir is forced to call a retreat.

Faramir leads the men out of the city, as they ride they are attacked by the Nazgul on winged steeds, who swoop down and pluck off the riders. Gandalf spies this from Minas Tirith and has the soliders open the gates to ride out-but not before putting PIPPIN on the horse with him. (?)

Gandalf comes to the aid of Faramir's company by shooting a white light out of his staff and driving off the Ringwraiths. Once Faramir and his men are safe in the city, Gandalf speaks to the captian, who admits they have utterly lost Osgiliath. Faramir looks on Pippin in wonder, and admits that this is not the first hobbit he's seen. He tells Gandalf he saw Sam and Frodo and that they are on their way to the pass of Cirith Ungol. Gandalf blanches at the name.

Cut to Frodo and Sam climbing the stair. Gollum is tempted by the Ring, and Sam knows it, but instead of reaching for the Ring, Gollum helps Frodo, and plants suspicions in Frodo's mind that Sam wants the Ring.

Faramir meets with his father. Denethor chides him for the loss of Osgiliath which Boromir fought to maintain. Denethor admits that he would rather have lost Faramir. Very effective scene where Faramir agrees to a suicide mission to retake Osgiliath to win his father's favor. Very nice that Pippin is there to witness it.

Gollum watches the sleeping hobbits and decides to make mischief. He opens Sam's pack and throws away the lembas. He then sprinkes crumbs on Sam's cloak (!) Sam wakes up to find Gollum 'sneaking' and argues with him. Frodo wakes up. Sam decides to give Frodo some food and discovers the loss of the lembas and accuses Gollum. Gollum accuses Sam-they fight, Sam beats Gollum in the face. (!)

Frodo seperates them, he reminds Sam that Gollum cannot eat the lembas. Gollum reinforces the idea that Sam wants the Ring. Sam confesses to wanting to help Frodo all that he can. Frodo mistrusts Sam AND TELLS HIM TO GO HOME! (boo! hiss! shock horror!)

Sam weeps, Frodo leaves with Gollum!

Meantime, back in Gondor, Gandalf encourages Pippin to climb to the top of Minas Tirith and light the signal beacons. Pippin succeeds and word is sent by beacon light across the mountains. The signal is seen by Aragorn, who runs into Theoden's council and asks for Rohan's help.

Theoden agrees! (yeah!) Rohan musters for war. Aragorn is surprised to learn that Eowyn will go with them, she replies it is just to the encampment, but Aragorn discovers she has packed her sword!

Switch of scenes to a forest, elves are riding to the Havens and Arwen is with them. She has decided to take ship, she watches an elf child run into the woods and sees a vision of Aragorn-grey haired and King of Gondor, holding a boy-the boy is wearing the Evenstar pendant and she knows him as her own son. A very beautiful scene, she turns her horse about and rides back to Rivendell.

Once in Rivendell she confronts Elrond with the news of her vision. She has decided to stay in Middle Earth, and tells her father that there is now no ship that can bear her to the Undying Lands.

Back in Gondor, we see Faramir and his men prepare for their suicide mission, women throw flowers before the soliders. (little cameo of PJ's kids here)

Pippin serves Denthenor, the steward is eating a rich meal and asks Pippin to entertain him. Pip confesses that he can sing, but has no songs rich enough for his surroundings. Denethor bids him sing, and we hear Pip's beautiful voice singing a sad song as the Gondorians begin a futile charge against the enemy. Beautiful shot here of the calvary in sunlight with Minas Tirith behind them.

Pippin weeps at the end of his song.

The Enemy marshals its armies against Gondor, large siege towers pushed by trolls and thousands of orcs, they begin the bombardment of the city.

Meantime, The Rohorrim call their allies to them in their encampment near Dunaharrow. The horses are spooked near the mountain. Gimli asks why, and is told that the pass is haunted. Aragorn looks into the cleft of the mountain and sees something, but is called away.

Eoywn is in her tent with Merry, giving him armour as a esquire to King Theoden. Merry is excited, but Eomer teases Eowyn about encouraging him. Eowyn wants Merry to fight for his friends and his right to defend those whom he loves.

Arwen calls for her father to remake the sword of kings, and recites a passage from the book in a very effective way-scenes of elves remaking the sword.

Theoden and Aragorn worry over the lack of strength to help Gondor. A hooded and cloaked figure appears-Aragorn enters Theoden's tent to be confronted by Elrond himself bearing the sword. He tells Aragorn that Arwen is accepting a mortal life, and will die unless Sauron is destroyed. He tells of the ships sailing up Anduin that will take Gondor from the south unless they are stopped. He bids Aragorn take up his destiny, take Andruil that is Narsil reforged and go by the Paths of The Dead.

Aragorn prepares to leave alone. Eoywn tries to dissuade him. He sees her love for him, and tells her she loves but a shadow and a dream, he cannot return her love. He rides to the Pass of Dunaharrow. Gimli and Legolas join him. The Riders watch their passing into the shadow with confusion.

Theoden tells his men that they will not surrvive the battle, but they go on nontheless.

Back in Mordor, Gollum and Frodo have reached the entrance to the tunnel. Gollum tells Frodo he must go in or go back, Frodo is afraid, he stumbles in the dark and Gollum is lost.

Frodo finds himself surrounded by orc corpses and something sticky, he calls out for Gollum and stands afraid. He whispers Sam's name.

Falling down, entangled, Frodo recalls the phial that Galadriel gave him and pulls it out of his pocket, speaking elvish words--it comes alight and he discovers he is in an awful den filled with spider's
web. He sees the spider behind him and runs. (in my opinion, the music score is a tad bombastic in this scene)

Frodo is caught in a web, kicking his legs suspended in mid-air (looks a little hokey) Gollum taunts him from a safe distance. The spider approches.

Far down the mountain, Sam is weeping and slips down the stairs, landing on a ledge. On this ledge he finds the discarded and broken lembas. Fighting anger, he gets up and turns around to reclimb the stair.

Frodo fights back, cutting the web with Sting, and so escapes the tunnel, as he lies recovering, Gollum jumps on him, Frodo fights back again and throttles him.

Gollum pleads that the Precious made him (attack), and Frodo releases him, He tells Gollum that he must destroy the Ring if he and Gollum will ever be free--only to have Gollum leap on him again.

Frodo and Gollum fight and Frodo throws Gollum off and down into an abyss! For a moment Frodo fears he will die-and is transported in thought to Lorien, where Galadriel tells him he must do this deed and destroy the Ring-Frodo comes back to himself in Mordor.

Scenes of the attack on Gondor, the gates open to reveal a lone horse dragging a body-it is Faramir, the only surrvivor of the attack. His body is carried to the citadel and shown to Denethor. The Steward despairs, ranting on how Theoden and Rohan have abandoned them--looking out from the top of Minas Tirith on the vast army of Mordor below.

Pippin runs to Faramir and kneels beside him, saying that Faramir still lives, and to bring medicine.

Denethor becomes mad and calls to the soilders to flee. Gandalf retaliates by beating him down with his staff (!) and so rallies the troops!

The Army of Mordor fire missles into Minas Tirth which prove to be the served heads of Gondorian soliders, they begin to crush the city with boulders thrown from catapults.Here we have the scene of Gandalf assisting the defense of the city, and the siege towers approach Minas Tirith. Pippin assists Gandalf by stabbing a orc, but Gandalf tells Pippin to return to the Citadel.

Gimli, Aragorn and Legolas enter the Paths of The Dead. Aragorn first, then Legolas, and Gimli chides himself for fearing to go underground where an elf does not and follows.

The three enter a vast hall under the mountain, and are there confronted by the ghost of a king, green lit and meancing (v.cool!) they are told the way is shut. They are then surrounded by the army of the dead-(one of the great scenes in the film)-Aragorn names himself the Heir of Islidur and calls on them to help him in the battle and vows to break the curse holding them.

Back to Gondor, Gandalf rallies the troops, Denethor takes himself and Faramir to the tombs, where he plans on burning them both in a funeral pyre. Pippin despairs, knowing that Faramir yet lives. Denethor picks Pippin up and throws him out the door, releasing him from his service, angry and ashamed, Pippin goes looking for Gandalf.

The Rohirrim prepare to depart their camp. Theoden tells Merry that he must stay, none of the Riders will carry him. The Eored pass by, Merry is suddenly picked up by a Rider-who is Eowyn, who tells him he shall ride with her. Merry is delighted and says 'yes milady.'

Pippin runs down to Gandalf-the gate has been breached by the great battering ram in the shape of a wild boar, lit with fire, named after the Mace of the First Dark Lord, so you can hear the orcs chant 'Grond, Grond.'