[At Osgiliath, orcs begin to swarm the men.]

[Faramir retreats to an alcove.]

Madril: "Faramir!"

[Archers shoot down a pack of orcs pursuing Faramir.]

Madril: "We can't hold them! The city is lost."

Faramir: "Tell the men to break cover. We ride to Minas Tirith."

[Screeching Nazgûl fly overhead.]

Soldier: "Nazgûl! Take cover!"

Faramir: "Pull back! Pull back to Minas Tirith!"

[Soldiers begin to evacuate. An orc knocks down Madril.]

Faramir: "Retreat! Retreat!"

[Men and horses run from the city. A Nazgûl shrieks.]

Soldier: "This way!"

[Orcs settle into Osgiliath. Madril lies on his back, wounded but alive.]

[Gothmog and other orcs stand over him. Gothmog takes a spear from another orc and stabs Madril, killing him.]

Gothmog: "The age of Men is over. The time of the Orc has come."

[The men ride and run for Minas Tirith. They are set upon by the flying Nazgûl.]

[The Nazgûl toss horses and men through the air, and crash into the riders.]

[Gandalf and Pippin, on Shadowfax, ride out to meet the retreating men.]

Gondorian Soldier: "It's the White Rider!"

[Shadowfax runs toward the retreating soldiers. Gandalf's staff sets off a bright, white light. The Nazgûl fly away.]

[Shadowfax joins the others and heads back to Minas Tirith.]

[The gates of Minas Tirith open. Faramir's men and Shadowfax scurry inside.]

Faramir (despairingly): "Mithrandir! They broke our defenses. They've taken the bridge and the West bank. Battalions of orcs are crossing the river."

Irolas: "It is as Lord Denethor predicted! Long has he foreseen this doom!"

Gandalf: "Foreseen and done nothing!"

[Gandalf turns his horse towards Faramir, who stares at an embarassed Pippin.]

Gandalf: "Faramir? This is not the first halfling to have crossed your path?"

Faramir: "No."

Pippin: "You've seen Frodo and Sam!"

Gandalf: "Where? When?"

Faramir: "In Ithilien, not two days ago. Gandalf, they're taking the road to the Morgul Vale."

Gandalf: "And then the Pass of Cirith Ungol."

Pippin: "What does that mean? What's wrong?"

Gandalf: "Faramir, tell me everything. Tell me all you know."