[At Henneth Annûn, Faramir and one of his rangers look over a map.]

Faramir: "What news?"

Madril: "Our scouts report Saruman has attacked Rohan. Th�oden's people have fled to Helm's Deep. But we must look to our own borders. Faramir, orcs are on the move. Sauron is marshalling an army. Easterlings and Southrons are passing through the Black Gate."

Faramir: "How many?"

Madril: "Some thousands. More come every day."

Faramir: "Who's covering the river to the north?"

Madril: "We pulled five hundred men out of Osgiliath, but if the city is attacked, we won't hold it."

Faramir: "Saruman attacks from Isengard. Sauron from Mordor. The fight will come to men on both fronts. Gondor is weak. Sauron will strike us soon. And he will strike hard. He knows now we do not have the strength to repel him."

[The two hobbits' hoods are removed.]

[Faramir approaches them.]

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?"

[The hobbits remain silent and Faramir sits down.]

Faramir: "Speak!"

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

Faramir: "Your bodyguard?"

Sam: "His gardener."

Faramir: "And where is your skulking friend? That gangrel creature. He had an ill-favored look."

Frodo: "There was no other."

Frodo: "We set out from Rivendell with seven companions. One we lost in Moria. Two were my kin. A dwarf there was also. And an elf. And two men. Aragorn, son of Arathorn and Boromir of Gondor."

Faramir: "You were friend of Boromir?"

Frodo: "Yes, for my part."

Faramir [stands]: "It would grieve you then, to learn that he is dead?"

Frodo: "Dead? How? When?"

Faramir: "As one of his companions, I had hoped you would tell me."

Frodo: "If something has happened to Boromir, we would have you tell us."

Faramir: "His horn washed up upon the riverbank, about six days past. It was cloven in two."

Faramir: "But more than this, I know it in my heart. He was my brother."

[Faramir, on a riverbank, turns to see a boat approaching. He wades into the river.]

[It is filled with water and Boromir is lying dead inside.]

[The boat continues past Faramir.]

[Back in the caves of Henneth Annûn, Faramir sits alone holding Boromir's horn.]