[Faramir leads a group of cavalry slowly out of Minas Tirith. Citizens watch on, looking sad. Some throw flowers in the men's path.]

[Gandalf pushes through the crowd.]

Gandalf: "Faramir, Faramir! Your father's will is turned to madness. Do not throw away your life so rashly."

Faramir: "Where does my allegiance lie if not here?"

[Faramir continues on his way.]

Faramir: "This is the city of the Men of Númenor. I will gladly give my life to defend her beauty, her memory, her wisdom."

Gandalf: "Your father loves you, Faramir. He will remember it before the end."

[The cavalry forms a line and heads towards Osgiliath.]

[At Osgiliath, orcs rise to meet the charge.]

[Inside, Denethor eats. Pippin stands nearby.]

Denethor: "Can you sing, Master Hobbit?"

Pippin: "Well, yes. At least, well enough for my own people. But, we have no songs for great halls and… evil times."

Denethor: "And why should your songs be unfit for my halls? Come, sing me a song."

[As Pippin sings, Faramir's men gallop toward Osgiliath, and Denethor eats messily.]

Pippin (singing softly): "Home is behind, the world ahead
and there are many paths to tread."

Pippin: "Through shadow to the edge of night
until the stars are all alight."

Pippin: "Mist and shadow cloud and shade
all shall fade, all shall fade."

[As Pippin's song ends, orc archers appear from within Osgiliath, and fire on Faramir's men.]

[Pippin ends his song, holding back tears.]

[Gandalf sits in an empty courtyard. A bell tolls.]

[Trolls push siege towers across the river bridge at Osgiliath.]