[Gollum and Frodo crest the stairs. Gollum motions Frodo to enter a tunnel.]

Gollum: "There."

Frodo: "What is this place?"

Gollum: "Master must go inside the tunnel."

Frodo: "Now that I'm here, I don't think I want to."

Gollum (impatiently): "It's the only way! Go in or go back."

Frodo: "I cannot go back."

[Frodo and Gollum enter the tunnel.]

Frodo: "What's that smell?"

Gollum: "Orcses filth. Orcses come in here sometimes."

[Gollum scurries ahead.]

Gollum: "Hurry!"

[Frodo loses track of his guide.]

Frodo: "Sm�agol?"

Gollum (off screen): "Over here!"

[Frodo's hand lands in a web.]

Frodo: "Ahh! It's sticky! What is it?"

Gollum (off screen): "You will see. Oh yes, you will see."

Frodo: "Sm�agol? Sm�agol? Sm�agol!"

[Frodo is left alone.]

Frodo (to himself): "Sam."

[Frodo steps on a skeleton, and sees other dead animals hanging, wrapped in webs. He begins to run.]

[Sam, crying, jogs down the stair.]

[He slips and falls down the final steps. On the ground, he looks up and sees the Lembas. He grabs the bread and crushes it angrily.]

[Sam turns and looks up the stairs, then begins climbing.]

[Frodo runs and falls into a clump of webs and bones.]

Frodo: "Ah! Ah!"

Galadriel (voiceover): "And you, Frodo Baggins, I give you the Light of E�rendil, our most beloved star. May it be a light for you in dark places, when all other lights go out."

[Frodo fumbles in his pockets. He pulls out the phial of Galadriel.]

[Frodo holds up the phial.]

Frodo: "Aiya E�rendil Elenion Ancalima!" (Hail E�rendil brightest of the Stars!)

[Frodo turns to see something large moving behind him. It is a giant spider.]

Frodo: "Ugh!"

[Frodo holds up the light to the spider, who is taken aback by its glow.]

[Frodo runs, and is chased. Frodo holds off the spider with the phial.]

[Frodo becomes tangled in a spiderweb. The web holds him spread-eagle off, the ground.]

[Frodo looks back at the dead bodies ensnared in the webs.]

[Gollum emerges from behind a rock, watching Frodo with glee.]

Gollum: "Naughty little fly, why does it cry? Caught in a web! Soon you'll be eaten."

[Shelob the spider approaches. Frodo cuts his way out of the web with his sword.]

[Gollum shrieks and runs. Frodo frees himself, but drops Sting.]

[He runs out of the lair (by way of a hole too small for Shelob to enter) and falls down, exhausted.]

Gollum: "Got away, did it, precious! Not this time! Not this time!"

[Gollum pounces on Frodo. Frodo and Gollum fight. Gollum tries to take the Ring from Frodo.]

Frodo: "No!"

[Frodo, now enraged, starts to choke Gollum.]

Gollum: "It wasn't us! It wasn't us! Sm�agol wouldn't hurt Master! We promised!"

[Frodo's anger dissipates. He stops choking Gollum.]

Gollum: "You must believe us. It was the Precious! The Precious made us do it!"

[Frodo releases Gollum and stands, looking weary.]

Frodo: "I have to destroy It, Sm�agol. I have to destroy It for both our sakes."

[Gollum grows angry.]

Gollum: "No!"

[Gollum attacks Frodo. Frodo flips Gollum over and watches as he falls over a cliff.]

Gollum: "Ah!"

[Frodo stands, exhausted and alone.]

Frodo: "I'm so sorry, Sam. So sorry."

[Frodo collapses. He appears in a lush green glen.]

Galadriel (voiceover): "This task was appointed to you, Frodo of the Shire. If you do not find a way, no one will."

[Galadriel pulls Frodo up to his feet.]

[Frodo rises and sets back on the path to Cirith Ungol.]