[Frodo comes within sight of the Tower of Cirith Ungol.]

[Shelob silently crawls across the rocks overhead.]

[Frodo turns around at the sign of falling rocks, but sees nothing.]

[As he turns back towards the tower, Shelob stabs Frodo with her stinger.]

[Frodo groans, froths at the mouth, and passes out.]

[Shelob grabs the limp hobbit and wraps him into a cocoon.]

[Sam approaches the great spider. He holds Sting in one hand and the Phial of Galadriel in the other.]

Sam: "Let him go, you filth!"

Sam: "Let him go! You will not touch him again! Come on and finish it!"

[Shelob hisses and attacks Sam. They fight over the rocky terrain.]

[Sam loses the phial.]

[The fight continues.]

[Sam swipes at the spider, but loses his sword.]

[Sam retrieves Sting and stabs Shelob with it.]

[Shelob writhes in pain, possibly fatally struck. Sam picks up the Phial and uses it to drive Shelob back to her lair.]

Sam: "Ha! Back!"

[After Shelob retreats, Sam runs to Frodo, still wrapped in the cocoon.]

Sam: "Mister Frodo!"

[Sam tears the spider web from Frodo's face. Frodo is pale and does not move or breathe.]

Sam: "Oh, no! Frodo! Mister Frodo! Wake up! Don't leave me here alone! Don't go where I can't follow. Wake up! You're not asleep… dead!"

[Sam holds Frodo and cries.]

[Sting begins to glow (a sign that orcs are nearby). Sam hears them approaching.]

Gorbag: "You get lost, scum!"

[Sam hides. A small group of orcs appear. One is a small orc (Gorbag) and another is a large Uruk-hai (Shagrat). They spot Frodo's body.]

Shagrat: "What's this? Looks like ol' Shelob's been having a bit of fun."

Gorbag: "Killed another one, has she?"

Shagrat: "No. This fellow ain't dead!"

Sam (whispers): "Not dead?"

[Shagrat pokes Frodo's cocoon.]

Shagrat: "She jabs them with her stinger… and he goes as limp as a boned fish! Then she has her way with them. That's how she likes to feed. Fresh blood!"

Shagrat: "Get him to the tower!"

[The orcs pick up Frodo. Sam watches.]

Sam (to himself): "Samwise, you fool!"

Gorbag: "This scum will be awake in a couple of hours."

Shagrat: "Then he'll wish he'd never been born!"

[The orcs head back to the tower.]