[Gandalf leads the soldiers at the city gates.]

Gandalf: "Retreat! The city is breached. Pull back! To the second level! Get the women and children out. Get them out! Retreat!"

[The soldiers retreat, suffering heavy casualties.]

[Outside the gate, the orc general nods with satisfaction.]

Gothmog: "Move into the city. Kill all in your path."

[Orcs swarm into the city.]

Gandalf: "Fight! Fight to the last man! Fight for your lives!"

[Inside the city, Pippin finds Gandalf.]

Pippin: "Gandalf! Gandalf! Denethor has lost his mind!"

Pippin: "He's burning Faramir alive!"

Gandalf: "Come!"

[Gandalf pulls Pippin onto Shadowfax. They race up the city.]

[Shadowfax rounds a corner to face the Witch-King, mounted on his fell beast. Gandalf holds up his staff in defense.]

Gandalf: "Go back to the abyss! Fall into the nothingness that awaits you and your master."

Witch-King: "Do you not know death when you see it, old man?"

[The Witch-King screams, and Pippin cries in terror.]

Witch-King: "This is my hour."

[The Witch-King draws his sword, which lights on fire.]

[Gandalf's staff shatters and he falls from his horse.]

[The Witch-King approaches Gandalf. Pippin draws his sword.]

Pippin: "Gandalf!"

[The fell beast roars, freezing Pippin in fear.]

[Shadowfax rears at the beast, holding it at bay for a moment.]

[The Witch-King taunts a defeated Gandalf.]

Witch-King: "You have failed. The world of Men will fall."

[A chorus of horns is heard in the distance. The Witch-King turns and flies towards the new threat.]