Gandalf calls a retreat past the first circle. Pippin finds Gandalf and tells him of Faramir's jepordy.

We see Denethnor pouring oil over himself, and standing admist the pyre with Faramir at his feet. Gandalf on Shadowfax bursts through the doors. Denethnor sets himself and Faramir on fire. Pippin leaps off of Shadowfax to land on Faramir and roll him off the pyre, patting out the flames on his clothes. (go Pip!) Denethenor begins to burn and leaps off the pyre to run out the hall.

In an (intentionally?) funny moment, Gandalf says 'and so passes a noble house' as Denethnor runs along the length of the parapet and throws himself off to fall down the levels of Minas Tirith aflame.

Frodo is wandering in a narrow cleft of the mountain pass and sees the tower of Cirith Ungol in the distance. Unbeknowst to him, Shelob is crawling right above his head. As Frodo looks behind him, he is stung right in the chest. Close-up of Frodo's face in reaction, beginning to foam at the mouth, is held for a long time, before he falls back abruptly.

Frodo is prone in the spider's arms and is spun around until he is throughly wrapped in sticky web, becoming merely a white shape.

Sam appears with Sting and the phial and tells Shelob-Don't you touch him you filth! Shelob drops Frodo and starts after Sam. A battle ensues with Shelob forcing Sam up the wall, Sam holding off her pinchers with his hands. At last Sam recovers Sting (which was dropped) and holds it up while Shelob pounches on him. Badly wounded, the spider retreats.

Sam runs up to Frodo and pulls down the web covering his face, Frodo looks sickly white with blank eyes. Sam fears Frodo is dead and weeps over him. "don't go to sleep, don't go where I can't follow.'

But the scene is truncated. Sam hears orc voices and goes into hiding, leaving Frodo alone.

Orcs find Frodo and reveal by their conversation that Frodo is not dead, only stunned by the spider venom. the orcs pick up Frodo and carry him off. Sam curses himself and follows.

Back in Minas Tirith, Gandalf and Pippin wait through the attack. Pippin asks Gandalf about dying, and in a passage from the book, Gandalf equates death to merely another journey, 'where the veil lifts as rain cloud, and you see white shores and a far green country beneath a swift sunrise.' Pippin is comforted, but the Witch King arrives on the back of a winged steed.

At this moment the Rohirrim arrive, their horns sound for battle.
We see Theoden arrange his forces, and encourage them by riding up and down the row. Eowyn looks away so he does not know her. The Rohans chant death, death, death-and we see Eowyn and Eomer and Merry say the words, and they charge.

The orcs are beaten down in the charge, unable to withstand the cavalry. The Witch King flies away from Minas Tirth to aid his forces on the field. After successful charges the orcs are scattered, then we see the great Mumak- oliphants begin to advance. The Rohirrim regroup to charge. Scenes of the horsemen trying to battle the oliphants.

Eomer spears a great Hadarim captain, forcing that oliphant down into another. Eowyn bids Merry take the reins and guide their steed while she attacks an Oliphant from beneath with a sword in each hand and brings down the beast.

Meantime, black ships appear sailing down the Auduin, and they are met at the quay by Sauron's orcs. An orc captain hails the ship but none answer, until Aragorn, Legolas and Gimli leap over the side and draw their weapons. The orcs laugh, until Aragorn calls his army, and the Dead run straight out of the sides of the ships, over the water and fall upon the orcs.

In the field the oliphants are being defeated. Merry and Eowyn are thrown off their horse when one of them comes down. Theoden, unknowing, stands in the sunlight, looking over the destruction and calls his horsemen to him-then he sees the Witch King flying straight for him on his winged steed.

Theoden is brought down. The Witch King urges his fell beast to feed on the king and a solider stands in his way. The solider then hews off the head of the beast.

The Witch King, enraged, comes after the solider with a great mace, shattering the soldier's arm and sheild. The Witch King tells the solider that 'no man can slay the Lord of The Nazgul.' The solider re moves his helm and is revealed as Eowyn.

At this moment Merry-who stands behind the Witch King, stabs him behind the knee. Eowyn uses this moment to stike, stabbing the Witch King through his helm. The Lord of The Nine then begins to writhe, as if he is being crumpled from the inside, his armor falls empty to the ground, but Merry and Eowyn are also overcome and fall down senseless.

The Dead follow Aragorn. Gimli and Legolas resume their orc-slaying competition. Legolas has a scene in which he uses the harness of a Mumak to swing about whilst firing arrows at the drivers. He cuts the tower off the back of the oliphant and slays it with three arrows to the head, gracefully stepping down the trunk as it falls dead.

Gimli witnessing the performance, tells Legolas that it still counts as only 'one.'

We see the tower of Cirith Ungol, where Frodo has been made captive, the orcs have stripped him to the waist, taking his cloak, shirt and mithril vest. His hands are bound in front of him. Frodo panics when he cannot find the Ring, but tries to stay still.

The orcs begin to fight over the mirthril shirt, a large orc pushes another down the stairs, killing him, then all the orcs begin to fight each other.

The Dead mass over the field and enter Minas Tirith and defeat Saurons' army. They return to the Pelennor so that Aragorn will release them from their curse. Despite Gimli's plea that they make good allies, Aragorn bids them rest now they have fulfilled their vow, and the Dead army dissapear.

Eowyn comes upon the dying Theoden and they bid each other goodbye-Theoden will go to his fathers, in honor.

Pippin finds Merry on the field and goes to comfort him. Merry asks Pippin if he will 'leave him.' Pippin consoles Merry and covers him with his cloak.

Sam approaches the tower, the phial in his hand. There are a pair of vulture statures to either side of the door, but Sam walks in unhindered. He finds the courtyard strewn with orc bodies. Only a few orcs are alive, walking down the staircase. They see Sam's shadow and are afraid, but when Sam walks out they attack.

Sam beats them off the stairs with Sting, calling one for (Rosie Cotton or Frodo), one for the Shire, and one for his old gaffer!

Up in the tower, Frodo tries to loosen his bonds, an orc with a whip threatens him, but the orc is caught short by the sight of a gleaming blade coming from out his chest. Sam has stabbed him from behind.

Frodo calls out to Sam and apologises for sending him away. Frodo babbles that the orcs took everything, but Sam reveals that he has the Ring, and shows it to Frodo. (This scene is handled quite quickly leaving out the tenderness of the book)

Frodo asks for the Ring back. Sam holds it for along moment-then hands it to Frodo. Frodo sighs and loops the chain around his neck gratefully, and then tells Sam he cannot come between him and his doom. Sam tells Frodo that he can't leave clad in nothing but his skin, end of scene.

Outside the tower we see two figures in armour, looking out over Mordor where all the orcs are encamped. The figures are masked but we learn they are Frodo and Sam. They despair over making their way across the plain of Gorgoroth undiscovered.

Back to Gondor, in the Throne Hall, Gimli sits and smokes in the stewards seat while Gandalf, Eomer, Aragorn, Legolas and Elrond(?) confer. Gandalf despairs for Frodo. Aragorn tells all assembled that they must help Frodo, and he plans on leading an assault on Mordor so that will empty the plain of Sauron's armies, so Frodo can arrive at the mountain.

Aragorn's army issues from Minas Tirith. Gandalf, Legolas, Gimli and Merry and Pippin are in the vanguard. Sam and Frodo watch in amazement as Sauron calls his armies north.

The long walk across Gorgoroth, we find the hobbits without their armour, they share a flask of water, which Sam tells Frodo is the last, there's nothing for a return journey.

Aragorn's army approaches the black gate.