Directed by Peter Jackson. Written by Frances Walsh, Philippa Boyens and Peter Jackson.

Faramir

• The enemy? [indicates dead Southron] His sense of duty was no less than yours, I deem. I wonder what his name is... where he came from. And if he was really evil at heart. What lies or threats led him on this long march from home. If he would not rather have stayed there... in peace. War will make corpses of us all.

• The Ring of Power within my grasp. A chance for Faramir, Captain of Gondor, to show his quality.

Others

• Gandalf the White: Sauron's wrath will be terrible, his retribution swift. The battle for Helm's Deep is over. The battle for Middle Earth is about to begin. All our hopes now lie with two little hobbits, somewhere in the wilderness.

• Galadriel: The power of the enemy is growing. Sauron will use his puppet Saruman to destroy the people of Rohan. Isengard has been unleashed. The Eye of Sauron now turns to Gondor, the last free kingdom of Men. His war on this country will come swiftly. He senses the Ring is close. The strength of the Ringbearer is failing. In his heart, Frodo begins to understand. The quest will claim his life.

• Gollum: They're thieves, they're thieves! They're filthy little thieves! Where is it? Where is it? They ssstole it from us... my precioussss. Curse them! We hates them! It's ours, it is, and we wants it!

• Gríma: [To Éowyn] Oh, but you are alone. Who knows what you've spoken to the darkness, in the bitter watches of the night... when all your life seems to shrink, the walls of your bower closing in about you... a hutch to trammel some wild thing in. So fair. So cold. Like a morning of pale spring still clinging to winter's chill.

• Théoden: Look at my men! Their courage hangs by a thread! If this is to be our end, then I would have them make such an end, as to be worthy of remembrance!

• Elrond: If Aragorn survives this war, you will still be parted. If Sauron is defeated, and Aragorn made king and all that you hope for comes true, you will still have to taste the bitterness of mortality. Whether by the sword or the slow decay of time, Aragorn will die. And there will be no comfort for you. No comfort to ease the pain of his passing. He will come to death, an image of the splendor of the kings of men in glory undimmed before the breaking of the world. But you, my daughter, you will linger on in darkness and in doubt, as nightfall in winter that comes without a star. Here you will dwell, bound to your grief, under the fading trees, until all the world is changed and the long years of your life are utterly spent. Arwen, there is nothing for you here... only death.

Dialogue

Sam: There are dead things, dead faces in the water!

Gollum: All dead. All rotten. Elves, and Men, and Orcses. A great battle long ago... The Dead Marshes. Yes, yes, that is their name! This way. Don't follow the lights.

[Sam slips and almost ends up in the water]

Gollum: Careful now! Or hobbits go down to join the Dead Ones, and light little candles of their own.

Aragorn: Gandalf.

Gandalf: Gandalf? Yes... that's what they used to call me. Gandalf the Grey. That was my name.

Gimli: Gandalf!

Gandalf: I am Gandalf the White! I come back to you now, at the turn of the tide.

Gríma: Late is the hour in which this conjurer chooses to appear! Láthspell I name you. Ill news is an ill guest.

Gandalf: Be silent! Keep your forked tongue behind your teeth! I have not passed through fire and death to bandy crooked words with a witless worm.

Gollum: What's it doing?! Stupid, fat hobbit! You ruins it!

Sam: What's to ruin? There was hardly any meat on them. What we need is a few good taters.

Gollum: What's "taters", precious? What's "taters", eh?

Sam: Po-tay-toes! Boil em, mash em, stick em in a stew. Lovely big golden chips with a nice piece of fried fish.

[Gollum spits.]

Sam: Even you couldn't say no to that.

Gollum: Oh yes, we could! Spoiling nice fish! Give it to us raw, and wriggling! You keep nasty chips!

Sam: ...You're hopeless.

Gimli: It’s true you don’t see many Dwarf women. In fact, they are so alike in voice and appearance, that they’re often mistaken for Dwarf men.

Aragorn: It’s the beards.

Faramir: My men tell me that you are Orc spies.

Sam: Spies?! Now wait just a minute!

Faramir: Well if you’re not spies, then who are you? Speak.

Frodo: We are hobbits of the Shire. Frodo Baggins is my name, and this is Samwise Gamgee.

Faramir: Your bodyguard?

Sam: His gardener.

Gimli: Well, lad, whatever luck you live by, let's hope it lasts the night.

Legolas: Your friends are with you, Aragorn.

Gimli: Let's hope they last the night.

Gimli: Oh, come on! We can take 'em!

Aragorn: It's a long way.

Gimli: [Reluctantly]...Toss me.

Aragorn: [Surprised] What?

Gimli: I cannot jump the distance, so you'll have to toss me!

[Aragorn is ready to throw Gimli]

Gimli: Ah! ...Don't tell the Elf.

Aragorn: [Grins] Not a word.

Pippin: Turn around. Turn around and take us south!

Treebeard: South? But that will... lead you past Isengard.

Pippin: Yes. Exactly. If we go south we can slip past Saurman unnoticed. The closer we are to danger the father away we are from harm. It's the last thing he'll expect.

Treebeard: Hmm, that doesn't make much sense to me. But then, you are very small. Perhaps you're right. South it is then. I always liked going south. Somehow feels like going downhill.

Sam: It's me. It's your Sam. Don't you know your Sam?

Frodo: I can't do this, Sam.

Sam: I know. It's all wrong. By rights we shouldn't even be here. But we are. It's like in the great stories, Mr. Frodo; the ones that really mattered. Full of darkness and danger, they were. And sometimes you didn’t want to know the end... because how could the end be happy? How could the world go back to the way it was, when so much bad had happened? But in the end, it’s only a passing thing, this shadow. Even darkness must pass. A new day will come. And when the sun shines, it will shine out the clearer. Those were the stories that stayed with you, that meant something, even if you were too small to understand why. But I think, Mr. Frodo, I do understand. I know now. Folk in those stories had lots of chances of turning back, only they didn’t. They kept going... because they were holding on to something.

Frodo: What are we holding on to, Sam?

Sam: That there’s some good in this world, Mr. Frodo. And it’s worth fighting for.

Sam: I wonder if we’ll ever be put into songs or tales.

Frodo: What?

Sam: I wonder if people will ever say, "Let’s hear about Frodo and the Ring," and they’ll say, "Yes, that’s one of my favorite stories. Frodo was really courageous, wasn’t he, Dad?" "Yes, my boy, the most famousest of hobbits. And that’s saying a lot."

Frodo: You left out one of the chief characters: Samwise the Brave. I want to hear more about Sam. Frodo wouldn’t have got far without Sam.

Sam: Now Mr. Frodo, you shouldn’t make fun. I was being serious.

Frodo: So was I.